Madison Dearborn Partners: investment adviser

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.

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

hold period of such investment (which would result in a higher amount being paid than would have otherwise been the case without the acceleration). Advance payments of monitoring fees generally do not need to be repaid by MDP to a portfolio company after the applicable Fund sells its remaining shares in such portfolio company. The payment of these fees could benefit MDP disproportionately vis-à-vis the limited partners, especially for any Funds that do not have a 100% Transaction Fee offset to Management Fees or have a different definition of Transaction Fees in their Governing Documents. MDP is permitted to accrue, defer or waive its rights to some or all of any Transaction Fees in its discretion after taking into account various factors, including, but not limited to, the Firm’s assessment of (a) in the case of an initial public offering, how payment of such accelerated or settlement fee might affect the success of such offering and whether and the extent to which director fees will be paid to MDP active partners for their board services after such offering, (b) the portfolio company’s financial condition and performance of a Fund’s investment in such portfolio company, (c) the amount of fees (including such accelerated or settlement fee) received by other investors in such portfolio company and (d) the effect of such accelerated or settlement fee on the equity of or management’s equity incentives in such portfolio company. In such cases, investors will not receive the benefit of Management Fee offsets with respect to such amounts unless and until they are actually received. Under the terms of the applicable Governing Documents, “Transaction Fees” do not include directors’ fees and/or director stock awards that (a) are earned for board services to a company at a time when the Funds no longer own an interest in such company (e.g., a former portfolio company), (b) accrue to the benefit of Adviser Personnel (as defined in “Code of Ethics” under Item 11) or other persons who are or become unaffiliated with, or are no longer employed by, MDP (even if any such fee is earned during their tenure with MDP), or (c) accrue to the benefit of persons prior to their association with MDP (even if any fee received in kind is realized or otherwise converted to cash during their tenure with MDP), and, in each case, such amounts are therefore not offset against the Management Fee or reimbursable expenses and therefore do not benefit the Funds or their investors. While Transaction Fees are subject to offset against Management Fees to the extent set forth in the Governing Documents, MDP’s receipt of Transaction Fees when due from portfolio companies provides a benefit to MDP in that it generally results in earlier receipt of such amounts relative to Management Fee due dates. A Fund’s investors will not receive interest or other compensation for the time period between the date MDP receives the applicable Transaction Fees and the later date the relevant allocable amounts (if any) are offset against the relevant Management Fees. From time to time, MDP will maintain the amounts associated with Transaction Fees in accounts that bear interest before such amounts are offset against Management Fees. Any such interest is not considered Transaction Fees and does not reduce the Management Fees. In addition, the fees, retainers, compensation, profits or equity interests, cash, and other stock awards or amounts received from: (a) a portfolio company or prospective portfolio company by Consultants (as defined below), including, but not limited to, MDP’s industry advisory group members, executive partners, operating executives and other persons retained by MDP or its affiliates or (b) a portfolio company or prospective portfolio company by the General Partner (as

defined in Item 10 below), its active partners or the affiliates of the General Partner or its active partners (1) as reimbursement for out-of-pocket expenses directly related to such portfolio company or prospective portfolio company (including secondment, travel and entertainment expenses), (2) as payment for (i) non-investment services provided to such portfolio company or prospective portfolio company by non-investment professionals (including for this purpose, all legal, accounting, tax, human resources, executive search and placement, responsible investment and impact, information technology, corporate development (including personnel focused on identifying, closing and/or integrating add-on acquisitions for such portfolio company or prospective portfolio company), finance (including quality of earnings), capital markets or operating personnel, including services provided via secondment), and (ii) services provided to such portfolio company or prospective portfolio company related to credit, loans, debt and equity securities and other financing products, (iii) that are fees or proceeds not allocable to the applicable Fund pursuant to the Governing Documents or (which happens when there are multiple Funds, including co-invest Funds, invested in the same portfolio company) (iv) any other fees approved by the applicable Advisory Board are commonly excluded from the definition of “Transaction Fees” under the applicable Governing Documents. Accordingly, such amounts are not offset against the Management Fee or reimbursable expenses and are generally retained by the General Partner and its affiliates. To the extent permitted by applicable law, MDP and/or one or more affiliates provides credit and other capital-related advisory services (collectively, “MDP Capital Markets”) with respect to certain Funds, portfolio companies and other entities, including, but not limited to, structuring and restructuring of portfolio company debt, including initial placements of debt, amendments, extensions, upsizes, repricings and cost savings in connection with secured and unsecured credit facilities (e.g., term loans, unitranche facilities, revolving credit facilities, accordions, delayed draw loans and notes); arranging or otherwise engaging in private placement of debt or equity securities or instruments issued by a Fund’s portfolio companies; managing, arranging, or otherwise participating in underwriting syndicates and/or selling groups with respect to portfolio companies; deal execution and syndication strategy; assisting in the preparation of materials for rating agencies and lender or roadshow presentations, and participating in such meetings; analysis of public and private capital markets and terms of comparative leveraged facilities; negotiation of terms and conditions of the principal legal documentation, including the fees and pricing offered; and periodic evaluation of portfolio capital structure and optimization; or other similar or related services (collectively, “Capital Markets Advisory Services”) in exchange for fees, to the extent permitted by applicable law (such fees, “Capital Markets Advisory Fees”). Capital Markets Advisory Fees are material. The business and activities of MDP Capital Markets are expected to continue to evolve and expand, and it is anticipated that MDP Capital Markets will engage in other transactions and activities over time (including activities if it registers as a broker-dealer). Although MDP Capital Markets initially intends to provide services only with respect to the Funds and their portfolio companies, it reserves the right in the future to provide such services to third parties. To the extent Capital Markets Advisory Fees are excluded from the definition of Transaction Fees in accordance with the applicable Governing Documents or a particular Fund does not pay Management Fees, such Capital Markets Advisory Fees do not reduce the Management Fees payable by the applicable Fund or be paid to such Fund or its investors (and such amounts will instead be paid to MDP). To the extent permitted by applicable law, Capital Markets Advisory Fees may include, but are not limited to, advisory fees, offering fees, placement

fees or commissions, syndication fees, underwriting fees or discounts, arranging fees, solicitation fees, financing fees, interest payments and/or other similar fees, commissions, discounts or other transaction-based compensation in connection with services provided by MDP Capital Markets for the applicable Fund and/or its portfolio companies. To the extent Capital Markets Advisory Fees do not reduce the fees paid to the financing party (including lenders and banks) in the financing arrangement, it will be an additional fee paid by the applicable portfolio company (and indirectly borne by the applicable Fund and its investors). It is expected that MDP will make the determination of whether to charge (and what amount) on a case-by-case basis in MDP’s discretion, taking into account such factors MDP has determined are appropriate, including but not limited to: third-party rates; the type, scope, complexity and scale of the services provided by MDP (including with respect to time spent and whether such services replace services that would otherwise be performed by a third party); the outcome of the terms of any placements, capital raises, offerings, refinancings, repricings or facility expansions; role of the other financing parties (including lenders and banks); role of the other sponsors (if applicable); fees being charged by other parties involved in the transaction; and negotiations with the applicable financing parties and portfolio company. Capital Markets Advisory Fees being paid to MDP Capital Markets are generally documented in an engagement letter reviewed and approved by the applicable portfolio companies, which generally contain terms with respect to services, fees and indemnification by the portfolio company of MDP for such services. The ability to determine the amount of any such Capital Markets Advisory Fee as well as the fact that such Capital Markets Advisory Fees may not be subject to Management Fee offset, provides an economic benefit to MDP which is material. While MDP reserves the right (in its discretion) to obtain benchmarking data regarding third-party rates for Capital Markets Advisory Services or similar services, MDP is not required to undertake any amount of benchmarking or any particular type and relevant benchmark comparisons may not be available for a variety of reasons, including as a result of confidentiality reasons and the bespoke nature of certain services. For a further discussion on benchmarking, please see Item 11 regarding “Recommendation and Retention of Service Providers” below. For a further discussion of conflicts of interest related to MDP Capital Markets, please see Item 11 regarding “MDP Capital Markets” below. MDP is also permitted, in its sole discretion, to agree to pay (or cause to be paid by the applicable portfolio company or Funds) transaction success fees or advisory fees (whether in the form of cash, securities or otherwise) to third parties, including advisers, operating partners, operating executives, strategic partners, executive partners, industry advisory group members, finders, brokers, co-investors, consultants and/or banks (“Third Party Fees”). Third Party Fees are often substantial and, in some cases, may reduce Transaction Fees otherwise payable to MDP or reduce proceeds otherwise available to the Funds. MDP is not required to share such Third Party Fees with the Funds or offset them against the Management Fee or reimbursable expenses. Transaction Fees are often substantial and are paid in cash, in securities of portfolio companies or investment vehicles (or rights thereto) or otherwise. To the extent Transaction Fees consist of noncash consideration, such non-cash consideration is generally not treated as a Transaction Fee until the receipt of net cash proceeds thereof (and as a result, such non-cash consideration is not offset against the Management Fee until the receipt of net cash proceeds). Generally, for purposes of calculating such expense and Management Fee offset, Transaction Fees

are net of various out-of-pocket costs and expenses which have been paid for by MDP and/or the applicable Fund and not yet previously reimbursed (which includes fees, costs and expenses that are not defined as “partnership expenses” under the Governing Documents), including costs and expenses incurred by MDP in connection with consummated or unconsummated transactions (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, other air travel, upgrades or equivalent, and lodging, meals and entertainment expenses (including premium lodging, accommodations and meals), incidental travel expenses and other modes of transportation (collectively, “Travel and Travel-Related Expenses”)), irrespective of whether such fees relate to such expenses or are incurred in connection with generating any such fees or proceeds. With respect to a Fund that has co-invested or committed to co-invest in the relevant portfolio company or prospective portfolio company, any fees or other proceeds described above shall be allocated among the applicable Funds as set forth in the Governing Documents, and only such Fund’s allocable portion (as determined pursuant to the Governing Documents) shall be included in calculating Transaction Fees. Some Funds do not pay Management Fees and such Funds’ allocable portion of Transaction Fees will be retained by the General Partner. For limited partners who do not pay a Management Fee in a Management Fee paying Fund, Transaction Fees allocable to such limited partners will not benefit such limited partners beyond the amount of Transaction Fees that are offset against expenses, and amounts in excess thereof are generally retained by MDP. This creates an incentive for MDP to charge Transaction Fees in circumstances where certain investors or Funds do not share in or benefit from such Transaction Fees. Unless otherwise agreed with investors, Transaction Fees generally will continue to be payable to the applicable Funds during term extensions, even if Management Fees are reduced or eliminated during the extended term. MDP is permitted to elect to modify, waive or reduce the Transaction Fees it receives, or share a greater percentage of Transaction Fees than is required under the applicable Governing Documents for any reason (and any such election does not permanently modify, waive or reduce the Transaction Fee amount that is required to be shared in the future). MDP determines the amount, structure and timing of Transaction Fees and related compensation and reimbursement in its discretion, subject to applicable agreements with portfolio companies, shareholders and management teams, the board of directors of or lenders to portfolio companies, and/or third party co-investors in its transactions. The amount of such fees and reimbursements are often not required by the Governing Documents of a Fund to be disclosed to investors. The payment of Transaction Fees by portfolio companies will, in some, but not all, circumstances create a conflict of interest between MDP and its affiliates and the Funds and their investors because the amounts of these Transaction Fees and reimbursements described herein are often substantial and could appear to influence MDP’s decisions with respect to such portfolio company especially if MDP benefits from such fees. Since the definition of Transaction Fees and the percentage of Transaction Fees shared with investors can differ from one Fund to another, investors should review the terms of the applicable Governing Documents and not rely on the summary provided above.

Other Amounts Paid by Portfolio Companies or Funds; Consultants MDP, a Fund and/or its portfolio companies often retain Consultants (as defined below) to provide services (on an exclusive or non-exclusive basis) to, or in connection with, a Fund and/or one or more portfolio companies. Such service providers include: (a) current or former employees, officers or partners of the Adviser (which may include operating partners, operating executives, strategic partners and executive partners), (b) affiliates of the Adviser, (c) current or former employees, officers, partners or directors of such affiliates, (d) prospective, current or former portfolio companies of the Funds, (e) current or former employees, officers or directors of such portfolio companies, and (f) third party advisers (including finders or brokers, banks, individual consultants, consulting firms, executive search firms, public relations firms, industry or operating experts, operating partners, operating executives, strategic partners, executive partners and industry advisory group members and Executive Teams (as defined below)) (such persons described in clauses (a) through (f), collectively, “Consultants”). Included within Consultants are industry-specific advisory groups (sometimes referred to as the “advisory roundtables” or “industry advisory groups”) formed for each of MDP’s investing sectors, whose membership includes executive partners, operating partners, operating executives, company executives (including current, potential or former portfolio company executives), retired executives, and/or industry experts. It may be difficult to distinguish services provided by Consultants from the investment advisory services provided to the Funds by MDP and its affiliates. The nature of the relationship with each Consultant and the time devotion requirements of each Consultant vary significantly. Certain Consultants are in certain circumstances subject to contractual obligations to exclusively provide services to the Funds and/or their respective portfolio companies. These arrangements are often memorialized in a written agreement and are negotiated individually, depending upon the services. In certain cases, Consultants have attributes of MDP personnel (for instance, they may have dedicated office space, receive MDP administrative support services, participate in general meetings or events for MDP personnel (including internal meetings), have MDP e-mail addresses or business cards, comply with certain MDP policies, appear on MDP’s website or in MDP’s marketing materials and/or provide services exclusively to MDP), even though they are not employees of MDP. Certain existing and former employees and partners of MDP (including senior personnel) have in the past and may in the future transition to a Consultant role, which will shift the burden of compensating such persons from MDP to the applicable Fund and/or its portfolio companies, and any fees received by such persons will not reduce the Management Fee. Consultants will under certain circumstances be offered the ability (or may have a preferred right) to co-invest alongside Funds or will under certain circumstances be offered the opportunity directly by the portfolio company to invest in the company, including in investments in which such Consultants are not involved or participate in the management thereof. The services provided by Consultants often include (but are not limited to) investment or strategic idea generation, deal sourcing and facilitation, investment evaluation, manufacturing, sales, marketing, technology, human resources, recruiting, talent assessment, public relations, cybersecurity, information technology, artificial intelligence, strategy, responsible investment, business, finance, accounting, cash management, tax, quality of earnings, legal, compliance, capital markets (including related advisory services), distressed company management, go-tomarket, supply chain, lean management, change management, cost optimization, acquisition,

holding, recapitalization, restructuring, refinancing, transition services, value creation, acquisition integration/rationalization and/or other operations services, acquisition or due diligence, or similar services. Certain Consultants are expected to: (a) introduce investment opportunities to MDP; (b) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio companies; (c) introduce portfolio companies to potential acquisition or merger candidates; and (d) facilitate the disposition of portfolio companies (and engage in any of the activities described in clauses (a) through (d) in respect of Funds or their respective portfolio companies). The Funds are authorized to retain an operating executive, group of operating executives or other advisor as Consultants (such individual or group, an “Executive Team”) (which retention may be for a prolonged period of time), who among other things assist the Funds with deal sourcing, conducting due diligence and negotiating a transaction with prospective portfolio companies or prospective add-on acquisitions. Executive Teams may be recruited to pursue a new “platform” opportunity expected to lead to the formation of a future portfolio company, or to undertake a “build-up strategy” to acquire and develop assets in a particular sector or involving a particular strategy. In other instances, a new platform could be formed to recruit an existing or newly formed management team to build such platform through acquisitions and organic growth. If a Fund consummates an investment in such prospective portfolio company or prospective add-on acquisition, this Executive Team may continue to provide advisory services or operational support to such portfolio company and in certain circumstances, this Executive Team will become the executives, advisors and/or board members of: (a) the prospective operating company or (b) a holding company that is created to acquire and manage several prospective operating companies in the same industry. It is possible that an Executive Team includes former employees of the Adviser, or current or former executive partners, advisory group members, or Consultants. The nature of the relationship with each Executive Team and the structure of each platform can vary significantly (see the following paragraph), including whether an Executive Team’s services are exclusive to the platform and whether the members of the management team are employed directly by the platform or indirectly through a separate holding company established to manage such platform. The services provided by the platform management team could be similar to, and in some cases overlap with, the services provided by the Adviser to the Funds. The compensation structures for Consultants vary and can include any or all of the following: (i) a retainer or fixed fee, (ii) salary, compensation, benefits and/or fees based on an hourly/daily/weekly or other rate, (iii) success based fees (which may be in cash, securities or other consideration), including transaction fees in connection with the investment into or sale of one or more entities constituting a portfolio company or other bonuses (including discretionary bonuses, whether based on pre-determined milestones or not), (iv) profit participation (e.g., Carried Interest) or equity interest (directly or indirectly, the terms of which may be more beneficial than the profit participation or equity interest owned by the applicable Fund) at the portfolio company or prospective portfolio company or other incentive-based compensation, (v) expense reimbursement (including for Travel and Travel-Related Expenses), (vi) retention of “miles” or “points,” rebates, or credit in loyalty/status programs, (vii) reimbursement of overhead expenses relating to such Consultants (including, without limitation, rent, property taxes and utilities allocable to workspaces and personnel costs), (viii) payroll taxes and health and other insurance and other benefits (including vacation and sick time), (ix) the ability to invest in a Fund on preferred terms

(including on a no fee / no carry basis), and/or (x) board of director fees or equity awards from the applicable portfolio company (all of the fees, compensation, interests, awards and other benefits described in this paragraph are referred to as, “Consulting Fees and Expenses”). Consulting Fees and Expenses can be paid even if there isn’t a written agreement and amounts paid can reflect a variety of factors, including long term support and partnership provided by the Consultant. In order for the Funds or portfolio companies to have greater accessibility to certain Consultants, such Consultants are often engaged through a retainer or fixed fee agreement. The Funds or portfolio companies typically bear the expense of such retainer or fixed fees which may cause the Funds or portfolio companies to pay more than if such services were paid on an hourly or similar rate schedule. In the event the Consultants are paid an annual, quarterly or monthly retainer, the value provided to the relevant Fund and/or portfolio company by such Consultants may vary from period to period, and there can be no assurance that the retainer paid will be commensurate with the value provided by the Consultant. To the extent that such Consultants are paid retainers or fixed fees that are allocated to several Funds (e.g., industry advisory group members, operating executives, Executive Teams or employees or other personnel of MDP), there is the possibility that certain Funds will bear a greater share of such fees due to the utilization of the Consultants’ services at a particular time when fewer Funds make use of such Consultants. When Consultants provide services to several Funds and/or one or more portfolio companies of such Fund or other Funds, conflicts arise in determining the prioritization of a Consultant’s services among these parties, as well as the allocation of compensation paid by each Fund or portfolio company. The amount of Consulting Fees and Expenses (including a profit participation or equity interest) may be determined according to one or more methods, including, but not limited to, the value of the actual or estimated time spent by the Consultant, an allocation for overhead and other fixed costs of such Consultant, a percentage of the value of a portfolio company, a percentage of the amount of the applicable Fund’s capital invested in and/or committed to a portfolio company over any particular period of time, a profits interest determined in whole or in part by the return achieved by the applicable Fund or management team or by the amount invested by such Consultant in a portfolio company, a fixed fee that is reduced by fees received from other MDP portfolio companies or other Funds, amounts charged by other providers for comparable services (although MDP often does not conduct a market check to compare rates for similar services and any expenses to obtain benchmarking data will be borne by the applicable Fund and/or portfolio company and will not reduce the Management Fee), and/or amounts that other third parties have paid or have offered to pay for such services or such fees as requested by the Consultant. Where rates or terms include time-based components, MDP reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging services. Any methodology, or choice among methodologies, involves potential conflicts of interest. The particular methodology used to determine the amount and/or allocation of Consulting Fees and Expenses are expected to vary depending on the types of services provided and could, with respect to a Consultant or service, change from one period to another. Material Consulting Fees and Expenses are incurred, including for transactions that are not consummated. MDP does not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) Consulting Fees and Expenses (and such amounts can be at the top range of what MDP determines to be reflective of rates in the applicable market or similar markets for similar services). To the extent Consultants request that the amount of fees payable in relation to their services instead be directed to a third

party or donated to a charitable organization, the applicable Fund or portfolio company will bear such amount to the same extent as if it were paid to the Consultant itself. It is common for Consultants (or an affiliate thereof), including industry advisory group members, operating executives and executive partners, to provide services to the Funds (including as an investment committee member) and/or be retained as a member of the board of directors, employee, executive, service provider or adviser of one or more portfolio companies of the Funds (and as a result, such persons receive multiple sources of compensation at the same time). In addition, portfolio company executives or employees are also retained by other portfolio companies or the Funds at MDP’s recommendation or direction to provide services and may (or may not) receive various forms of compensation from such portfolio companies and/or the Funds in connection with providing such services, including Consulting Fees and Expenses. These types of arrangements are expected to result in a conflict of interest with respect to the services performed by them (for example, if a Consultant is an executive of a portfolio company of a Fund, but provides services to a different Fund portfolio company (or vice versa), such person’s time and attention is being spent on other business matters besides the company where he/she is employed and such person may inadvertently use the confidential information obtained from one portfolio company for the benefit of another portfolio company). Consulting Fees and Expenses are generally paid by the applicable Funds and/or portfolio companies and are not included in the definition of Transaction Fees and generally do not reduce the Management Fee (except as expressly set forth in the Governing Documents) or any other fees otherwise payable to MDP or its affiliates (including fees charged to the Funds or its portfolio companies for certain services provided by current employees, officers or partners of MDP to the extent permitted by the Governing Documents), even if the Consultant paid by any Fund or a portfolio company have the effect of reducing any retainers or minimum amounts otherwise payable by MDP. Compensation (not only to Consultants but also to other parties such as joint venture partners, service provides (including lenders, legal counsel, transaction service providers), portfolio company management or other persons) in the form of profit participation or equity interests in a portfolio company or intermediate holding company generally has a dilutive impact on a Fund’s investment, and the potential to result in economic gains to the recipient greater than the original amount of compensation, which in either case could be substantial. The applicable Fund and/or portfolio company will not only bear the costs of the Consulting Fees and Expenses, but also fees, costs and expenses of structuring the Consultant’s arrangements and/or finding a particular Consultant. On occasion, a Fund retains a Consultant to provide services to a portfolio company where such portfolio company does not reimburse such Fund for the Consulting Fees and Expenses of such Consultant. Further, to the extent services are provided for the benefit of a Fund without reference to a particular portfolio company, Consulting Fees and Expenses incurred in connection with such services are borne by the applicable Funds and, indirectly, the investors in such Funds. In the foregoing instances, such Funds will disproportionately bear the costs of such Consultant vis-à-vis other shareholders in such portfolio company. In addition, MDP expects to charge Consulting Fees and Expenses for certain services (including services provided by its employees, officers or partners) to portfolio companies of some Funds but not portfolio companies of other Funds (even if the services provided are the same). To the extent Consulting Fees and Expenses are not paid or

reimbursed by portfolio companies, or to the extent advisory services are provided without reference to a particular portfolio company, the Consulting Fees and Expenses are paid by the applicable Fund (which in some cases can be viewed as such Fund subsidizing those fees and expenses not being paid by any particular portfolio company, any co-owners thereof and/or any other Fund for the benefit of such portfolio company, co-owners or other Fund). See also “Allocation of Expenses” below. From time to time, MDP may elect to pay for Consulting Fees and Expenses that could be charged as a partnership expense to the Funds; such election does not modify the definition of “partnership expense” or preclude MDP from charging such Consulting Fees and Expenses to the applicable Funds in the future. Please also see Item 11 below for additional information relating to how conflicts of interests are generally addressed by MDP. Amounts Reimbursed by Portfolio Companies or Prospective Portfolio Companies Portfolio companies of the Funds commonly pay for or reimburse MDP for expenses including (a) Travel and Travel-Related Expenses, (b) lodging, meals, and entertainment expenses (including closing dinners, mementos and gifts, social and entertainment events with actual or potential portfolio company management, employees, directors, customers, clients, brokers and service providers, including “president circle” and other events (e.g., exclusive sporting events, events relating to employee recognition or events relating to the announcement of strategic initiatives)), (c) expenses relating to training or team-building programs, meetings or other events relating to such portfolio company (whether or not such programs, meetings or events are attended by any portfolio company personnel or board members or board observers), (d) expenses relating to hiring portfolio company personnel (including background checks, and recruiting fees and expenses), (e) indemnification expenses, (f) Consulting Fees and Expenses (as described above), (g) certain legal expenses (including fees and expenses of outside counsel) and (h) similar out-of-pocket expenses incurred by MDP in connection with its performance of Related Services for such portfolio companies (including, but not limited to, services as a board member or board observer of such portfolio company) or in connection with a Fund’s investment in such portfolio companies. A prospective portfolio company occasionally enters into “expense reimbursement” agreements pursuant to which such company agrees to pay MDP for certain out-of-pocket expenses even if such deal is not consummated. With respect to certain Funds, all or a portion of the placement or transaction fees payable to any placement agent in connection with a continuation transaction may be paid by a portfolio company in the transaction. Such amounts described in this paragraph are not “fees” that are included in the definition of Transaction Fees (and such amounts are therefore not offset against the Management Fee) under the terms of the applicable Governing Documents. These expenses are borne by various stakeholders (including the relevant Fund, any co-investors, portfolio company management and other persons), and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits. In many cases with respect to the implementation of such fee/expense arrangements described in this section and elsewhere in this brochure, there is not an independent third party involved on behalf of the relevant portfolio company to select the Consultant or negotiate the fees or other terms of the consulting agreement. Therefore, a conflict of interest exists in the determination of any such fees, expense reimbursements and other related terms in the applicable agreement with

the portfolio company because the Fund indirectly bears the cost of the payment or reimbursement, but MDP will determine the amount of such payment or reimbursement. Expenses Adviser Expenses To the extent provided in the Governing Documents of the Funds and except as described below as a “partnership expense” or as described in Item 6 below as “Carried Interest”, MDP is responsible for paying certain ordinary overhead and administrative expenses, including salaries, rent and equipment expenses, and ongoing legal and consulting costs and expenses incurred in connection with preparation of MDP’s Form ADV and costs of any SEC examination of MDP as a registered investment adviser. In addition, MDP typically bears the cost (through an offset against the Management Fee) of: (a) organizational costs that exceed a negotiated cap (commonly referred to as the “excess organizational costs”) and (b) placement fees (but not expenses) payable to any placement agent in connection with the formation and/or marketing of the applicable Fund. MDP is not responsible for (i) Fund partnership expenses, (ii) organizational expenses of a Fund that fall below the cap agreed to with investors or (iii) placement fees paid by sellers (including selling Funds) in a continuation vehicle transaction. Partnership Expenses Pursuant to the Governing Documents of the applicable Fund, each Fund will bear all fees, costs, expenses, liabilities and obligations relating to such Fund and/or its activities, business, portfolio companies, or actual or potential investments, including with respect to any entities formed to effect the acquisition and/or holding of a portfolio company or potential portfolio company or any of their respective subsidiaries, to the extent not borne by its portfolio companies or MDP (as described under “Adviser Expenses” above), including those fees, costs, expenses, liabilities and obligations relating or attributable to the following (including with respect to any amendments, restatements, supplements, waivers, consents or approvals in connection therewith, and whether or not such activities or expenses were undertaken or incurred prior to a Fund’s initial closing date):

activities with respect to structuring, organizing, identifying, sourcing (including meeting with Consultants, broker-dealers, investment banks and other sources of investments, attending and sponsoring conferences and events, and developing and maintaining an investment pipeline), certain general partner registration expenses, negotiating, consummating, diligencing or researching (including an allocable portion of any research or other service that is deemed to be bundled for the benefit of a Fund, as well as information technology systems used to obtain such research and other information, including data and information service subscriptions, subscriptions to any periodicals, databases or research services, related systems and services from data providers, licensing fees, and data management software), expenses relating to developing and maintaining artificial intelligence tools and systems, including machine learning technology and generative artificial intelligence (collectively, “AI Technology”), for the benefit of a Fund (including, but not limited to, costs of diligencing, engaging, monitoring and utilizing professional

service providers, subscriptions and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by the Adviser) to a Fund for any internally generated AI Technology of the Adviser), bidding on, owning, acquiring, financing, re-financing, holding, monitoring (including monitoring the financial condition and other relevant operating performance of investments), hedging (including of any foreign exchange risk exposure), foreign exchange or other currency transaction, trading, managing, operating, valuing, dissolving, winding up, liquidating, restructuring, taking public or private, selling or otherwise disposing of, as applicable, such Fund’s portfolio companies and their actual and potential investments (including follow-on investments, other transactions involving the deployment of Fund capital and transactions with one or more other investment vehicles sponsored, managed or controlled by the Adviser or any of its affiliates, including in connection with a general partner-led secondary transaction), or in seeking to do any of the foregoing (including any associated fixed, project-based or timebased, retainer, commissions, transaction, or success-based fees (including any termination or settlement payment with respect thereto), other fees and expenses payable to advisors and other professionals in connection therewith (including legal fees and expenses of one or more lead investors incurred in connection with the negotiation and execution of transaction documents and/or the Governing Documents of an investment vehicle) as well as any fees and expenses related to transactions that are or may be offered to co-investors), organizing, maintaining, administering, operating, restructuring and negotiating joint venture arrangements, whether or not any contemplated transaction, joint venture or project is consummated and whether or not such activities are successful,

indebtedness of, or guarantees made by any Fund, any general partner, MDP or a holding company formed by any of them, on behalf of such Fund (including any credit facility, letter of credit or similar credit support or any indebtedness entered into pending participation by a co-investor in a portfolio company or prospective portfolio company), including payment of fees and expenses, and repayment of principal and interest or reimbursement of expenses with respect thereto, or evaluating, negotiating or conducting any other activities related to seeking to put in place any such indebtedness or guarantee,

broker, dealer, underwriting (including both commissions and discounts), loan administration, private placement fees, sales commissions, investment banker, financing sources, finder and similar services (including private placement fees and sales commissions), and any costs payable to an affiliate registered broker-dealer,

brokerage, sale, custodial, depositary, depository (including a depository appointed pursuant to the Alternative Investment Fund Managers Directive (including any implementing national laws, rules or regulations and amendments thereto, “AIFMD”)), trustee, record keeping, registered agent, service of process agent, account, other functions (as required), including, without limitation, compliance with the Swiss Collective Investment Schemed Act

(the “CISA”) and the Swiss Financial Services Act (the “FinSA”) (including, without limitation, the appointment of a Swiss representative and paying agent) and similar services,

legal (including legal fees and expenses incurred in connection with MDP’s compliance with the Advisers Act (other than expenses expressly described in “Adviser Expenses” above) and the AIFMD, and regulatory proceedings or investigations relating to such Fund), accounting, research (including information services and expert consultants (including industry executives and expert networks)), actuarial, auditing, administration (including fees and expenses associated with any third-party administrator), appraisal, valuation and valuation support (including fees paid to third party valuations, fairness or solvency opinions, agents, appraisals or pricing services), consulting (including compliance consultants (other than the expenses expressly described in “Adviser Expenses” above) and consultants performing services as part of an investment or investment strategy initiative), advisory, providing services related to environmental, social and governance, responsible investment, regulatory, tax, executive recruiters for portfolio companies and any costs associated with such recruiting (including headhunter fees, background checks or relocation expenses), industry and subject-matter experts and other professional services, including Consulting Fees and Expenses, retainer fees, fixed fees, termination or settlement fees and other fees and reimbursement of expenses paid to industry advisory group members for such services and costs and expenses incurred in connection with the engagement, recruiting, establishing, managing and hiring any of the foregoing service providers,

reverse break-up, indemnification, damages, termination and other similar costs, fees or arrangements, including a co-investor’s or potential co-investor’s share of such items,

financing, commitment, origination and similar fees and expenses (including expenses of loan servicers and similar service providers) and the costs and expenses incurred in obtaining, negotiating, entering into, effecting, maintaining, varying, amending, extending, refinancing or terminating such borrowings and commitments and interests arising therefrom,

insurance (including directors and officers liability, general partner liability, management liability, cybersecurity, errors and omissions liability, representation and warranty, end of fund, transaction indemnity, portfolio company or fund wind-up and crime coverage premiums and other insurance (including any costs and expenses related to any retention or deductibles and broker fees, costs, taxes and commissions)), and any consultants, data providers or other advisors utilized in connection with the procurement, review, maintenance and analysis of insurance policies and expenses related to actual or potential claims, actions, negotiation, enforcement or collection of insurance claims,

filing, title, transfer, survey, registration and other similar fees and expenses,

printing, communications, mailing, courier, marketing and publicity,

the preparation, distribution or filing of Fund-related or investment-related financial statements or other reports, tax returns, tax estimates, Schedules K-1, K-2 and K-3 or similar forms or other communications with investors, any other administrative, compliance or regulatory filings, information, or reports (including Form PF and any Fund-related filings or reports contemplated by AIFMD, Bureau of Economic Analysis Reports, the CISA, the FinSA, the EU’s regulation on sustainability-related disclosures in the financial services sector (“SFDR”) and/or the EU Taxonomy Regulation (EU) 2020/852 (as required), the Insurance Asset Management Association of China, or any law, rule or regulation relating to the implementation thereof, or any other law, rule or regulation, in any relevant jurisdiction, including costs of any advisors and professionals and technology platforms related to the foregoing, including any related notifications, filings, registrations, reporting or other compliance requirements),

compliance with any tax or financial account reporting regime, including the “U.S. Foreign Account Tax Compliance Act” (FATCA) and any similar law, intergovernmental agreement or other legal or administrative requirement promulgated or agreed to by any jurisdiction (including the Standard for Automatic Exchange of Financial Account Information (Common Reporting Standard) of the Organisation for Economic Co-operation and Development), including any costs of any advisors and professionals related to the foregoing,

developing, licensing, acquiring, implementing, maintaining, administering, or upgrading any information technology (including without limitation any web portal, extranet tools, software, and specialty and custom software used to facilitate legal entity management, investment opportunity tracking, valuation, CRM, investor diligence, investor account maintenance, investor reporting (including any information requests, and conforming to investor-requested reporting templates, such as the Institutional Limited Partners Association (“ILPA”), which differ from the Adviser’s standard form of reporting, making capital calls from and distributions to investors and the preparation, printing, and physical or electronic distributing of such reporting), accounting (including accounts payable and billing), compliance, administration, or other administrative or reporting tools (including subscription-based services)), data collection and management, and maintaining the books and records of a Fund, including any related internal costs that the Adviser may incur to produce any such books and records or external costs for a third-party administrator to maintain and oversee a Fund’s books and records,

any activities with respect to the privacy, processing and/or protecting (including the confidential or non-public nature of) any information or data, including confidential information and personal data (and any applicable analogous terms) (including responding to and compliance with any public records access or personal data protection laws or regulations and including any costs, fees, liabilities, obligations and expenses incurred in connection with the foregoing, including in connection with the applicable Data Protection Law, FOIA and any other applicable laws),

activities or proceedings of the Fund’s limited partner advisory board (“Advisory Board”) and Advisory Board expenses, including legal counsel, accountants, auditors, financial advisors or any other advisors or experts retained to assist the Advisory Board and other expenses incurred in connection with Advisory Board action (and including out-of-pocket expenses for Advisory Board members, the Adviser, permitted observers and other persons attending or otherwise participating in such meetings),

indemnification (including legal and any other fees, costs and expenses incurred or advanced in in defense or settlement of any claim),

actual, threatened or otherwise anticipated litigation or governmental inquiry, investigation or proceeding, mediation, arbitration or other dispute resolution process, including costs and expenses of any discovery related thereto and for any judgment, fines, other award or settlement entered into in connection therewith,

the Management Fee (as described above),

any taxes, fees, duties, penalties and other governmental charges levied against such Fund (including any entity-level taxes imposed on, with respect to, or otherwise borne by such Fund to the extent not allocated to one or more limited and general partners) and/or any alternative investment vehicle, and all expenses incurred in connection with any tax audit, inquiry, investigation, settlement or review, and any costs and expenses of or related to the “partnership representative” or “designated individual” of the Fund,

the annual limited partner meeting and any other conference or meeting or webcast with any current or prospective limited partner(s) (regardless of whether all such current or prospective limited partners are invited to participate or attend and regardless of whether other parties such as lenders, bankers, attorneys and other advisors or investors, in each case whether current or prospective, are also invited to attend), and expenses relating to meetings or conferences with one or more current or prospective limited partners,

any fee, cost, expense, liability or obligation relating to any alternative investment vehicle and the controlling entities of such alternative investment vehicle (including such entities’ formation, operation, termination, dissolution, winding up, liquidation, structuring and restructuring) or its activities, business, portfolio companies or actual or potential investments (to the extent not borne or reimbursed by a portfolio company of such alternative investment vehicle) that would be a partnership expense or organizational expense if it were incurred in connection with the Fund, any expenses incurred in connection with the formation, management, operation, termination, winding up and dissolution of any feeder vehicles on behalf of certain investors, and other costs and expenses related to the structuring and restructuring of any Fund-related entity,

termination, liquidation, winding up, structuring, restructuring or dissolution of indirectly and directly owned legal entities (including portfolio companies and related entities),

defaults by partners in the payment of any capital contributions,

compliance with laws, rules, regulations, policies, directives or special measures (including those that relate to privacy, data protection, know-your-customer, anti-money laundering, sanctions, anti-terrorism or environmental, social or governance considerations (including the AIFMD, the SFDR and/or the EU Taxonomy Regulation) and regulations, sustainability, information security, cyber security and artificial intelligence considerations), or any action taken by a Fund or General Partner related to CFIUS, any other national security investment clearance regulator, or the potential imposition of measures to mitigate national security risks associated with FOCI, and including regulatory filings as they relate to the Fund’s activities (including antitrust laws and the EU’s foreign subsidies regime and including such filings that result from MDP’s activities) and out-of-pocket costs and expenses, if any, associated with any third party examination or audit (including similar services) of a Fund or MDP that are attributable to the operation of such Fund or requested by one or more investors in a Fund,

amendments to, monitoring compliance with, implementation of and waivers, consents or approvals pursuant to, constituent documents (including side letter agreements (and any expenses incurred in connection with any “most favored nation” provisions therein or election process in connection therewith) and similar agreements) of the applicable Fund and any entities owned directly or indirectly by such Fund (including portfolio companies), any alternative investment vehicle of such Fund and, to the extent relating to any of the foregoing persons and/or their respective activities, the constituent documents of the applicable General Partner and its ultimate general partner, including in each case the preparation, distribution and implementation thereof and including costs and expenses incurred in connection with the most-favored nations side letter process, and any associated software or technology to assist in the compliance with the foregoing,

unreimbursed costs and expenses incurred in connection with a transfer or proposed transfer, name change, internal restructuring or change in registered agent, trustee or custodian,

any organizational expenses (see below),

establishing, implementing, diligencing, assessing, monitoring, reporting on, maintaining and/or measuring the impact of responsible investment-related policies, programs and initiatives with respect to a Fund or its investments or prospective investments, including without limitation all costs incurred in connection with data collection tools, greenhouse gas assessments and any other assessments, measurements, advice, reports, service providers or advisory services (including consulting, advisory and retainer fees, expense reimbursement and other compensation paid and benefits provided to advisors) conducted as part of establishing, implementing, diligencing, assessing, monitoring, reporting on, maintaining and/or measuring the Adviser’s, its affiliates’, a Fund’s or its investments’ or prospective investments’ sustainability policies and programs or otherwise designed to promote or a the

Fund’s or its investments’ or prospective investments’ achievement of responsible investment objectives,

managing and facilitating stakeholder relationships, which may include attendance at or sponsorship of civic events in such communities, as well as contributions to charitable initiatives or other non-profit organizations, to the extent that MDP believes such activities could, directly or indirectly, enhance the value of a Fund’s investments or otherwise serve a business purpose for, or be beneficial to, a Fund or its portfolio companies,

attendance of any member, manager, shareholder, partner, director, officer, employee or affiliate of the General Partner, the Fund, the Adviser or any of their respective affiliates or any portfolio company personnel, or Consultants at any meeting, training program or conference (including those hosted by the Adviser or its affiliates, the Funds or a third party), including any applicable registration costs and exhibition, sponsorship, venue, setup, room and board, dining, entertainment, honorarium, speaker or other presentation costs,

the allocable portion of overhead incurred in connection with services performed by personnel or employees of the Adviser or its affiliates that constitute services for or in respect of which partnership expenses or organizational expenses are borne by the Fund, including any applicable fees, costs and expenses contemplated by the foregoing. In connection with such services, MDP generally seeks to allocate costs for such activities to each Fund in proportion to the amount of benefit derived or generated for each Fund where practicable to do so based on Fund-specific work. However, for certain activity-based services (i.e., not Fund-specific services), MDP may not be able to allocate in proportion to the amount of benefit derived or generated for each Fund and as a result, the Funds will bear the costs for such activities,

all fees, costs and expenses incurred in connection with establishing, implementing, monitoring, complying with, reporting on and/or measuring the impact of sustainability or responsible investment policies, initiatives, commitments, and programs with respect to a Fund or its investments or prospective investments (including fees, costs and expenses charged by any affiliated service providers);

any placement fees (which will ultimately be borne as agreed upon in the Governing Documents),

any other fees, costs, expenses, liabilities or obligations approved by the Advisory Board,

compensation and other costs (not previously reimbursed) paid in connection with the advisory group and its members, employees or other persons engaged by the advisory group as described in the Governing Documents,

developing, structuring, maintaining, operating and winding up administrative structures in Luxembourg, other European countries and other jurisdictions that are put in place to

establish required residence and/or operate the investment activities of a Fund (including the salary and benefits of any personnel reasonably necessary for the maintenance of such structures, other overhead, rent and similar costs in connection therewith and the Fund’s share of any such costs of any such structure involving other persons managed by, or affiliated with, the Adviser, the General Partner or any of their respective affiliates),

research reports, subscriptions to any industry periodicals, research calls and meetings, research or industry conferences and technology (including data science, application development, cybersecurity, technology infrastructure and software (including for administration, tracking, reporting and valuation information gathering),

Travel and Travel-Related Expenses (including in connection with consummated and unconsummated investment and disposition opportunities) relating to the categories above,

fees, costs, and expenses relating to the settlement or termination of any of the arrangements described above (including payments made for the early termination of a contract).

The fees and expenses described above are provided for informational purposes only and investors should carefully review the Governing Documents of the applicable Fund for the applicable fees and expenses. A Fund also typically bears expenses (indirectly) as a result of the reimbursement by its portfolio companies to the Adviser of expenses similar to those listed above, including Travel and Travel-Related Expenses, and entertainment (including those incurred in connection with addon acquisition due diligence, board meetings or other events to which board members or portfolio executives are invited, plant or site visits, training or team-building programs or events, portfolio company entertainment events and closing dinners). Please see the discussion above under “Amounts Reimbursed by Portfolio Companies or Prospective Portfolio Companies.” Each Fund will typically bear “organizational expenses” which generally means all fees, costs, and expenses incurred in connection with the organization, structuring, funding and start-up of such Fund and its general partner, including Travel and Travel-Related Expenses, entertainment, advertising, printing, mailing, virtual data rooms, courier services, legal, tax, consultants, advisors, compliance with know-your-customer and anti-money laundering laws, policies and procedures (including the use of any third-party administrator for such purposes), background checks, capital raising, accounting, depositary, depository and regulatory compliance (including the initial notifications, preliminary registrations, filings, amended filings and compliance contemplated by securities laws, the AIFMD, the CISA, the FinSA, the SFDR and the EU Taxonomy Regulation or any similar law, rule or regulation in any jurisdiction and any law, rule or regulation relating to the implementation thereof), and change in control and foreign investment filings, notices or consents and any administrative or other filings, including preparation of the Private Placement Memorandum (as supplemented, amended and/or restated), preparation of negotiations with respect to and amendments to the Governing Documents, presentations, confidentiality agreements, documents, diligence questionnaires, diligence reports, letters and other materials, marketing materials, subscription documents, confidentiality agreements, and any side letters or similar agreements and any other agreements to which any of the foregoing persons are a party, or

in connection with the organization, funding, structuring and start-up of the foregoing persons, and any out-of-pocket costs and expenses incurred by third-party placement agents (including Travel and Travel-Related Expenses), in each case to the extent permitted by the terms of the applicable placement agent agreement), finders or other persons performing similar services in connection with the organization, structuring and funding of the Funds. Expenses incurred in connection with any most-favored-nations side letter process may be an “organizational expense” or a “partnership expense” depending on the Governing Documents. Organizational expenses above an agreed upon cap are typically borne by the Adviser through an offset to the Management Fee. In addition, MDP engages one or more service providers to perform certain functions in relation to the Funds, which services may include coordination of the Funds’ legal entity management function, legal services (including with respect to regulatory filings), anti-money laundering, sanctions and “know your customer” review and response (including in connection with the onboarding, periodic refresh, and ongoing participation of investors in a Fund and in connection with responding to such requests on behalf of a Fund, the Adviser or their respective affiliates), responsible investment services (including data collection and sustainability strategy), accounting services (including books and records maintenance and report generation support), tax and financial services (including review and recordkeeping associated with applicable tax forms, elections and filings), support for the valuation process, as well as data collection required for various regulatory reporting which the Funds are required to or have elected to comply. In certain instances, employees of such service providers dedicate substantially all of their time to the Funds. These fees and expenses related to such service provider employees are borne by the Funds, even if there is some overlap in services provided by such service providers and Adviser personnel. The general partner of a Fund may create certain “special purpose vehicles,” “holding companies” or similar structuring vehicles for purposes of accommodating certain tax, legal, regulatory or other considerations of investors or the transaction (“SPVs”). In the event the general partner creates an SPV, consistent with the Governing Documents of the Fund, the SPV, and indirectly, the investors thereof, will typically bear all expenses related to its organization, formation, maintenance and dissolution as well as other expenses incurred for the benefit of the SPV, including overhead expenses for such SPV (including, without limitation, rent, property taxes and utilities allocable to workspaces). Expenses of the types borne by a Fund but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in the Fund (including, without limitation, expenses of legal, accounting and tax services) or other investors, may be borne by the Fund (and not such investors). To the extent an Executive Team is retained by a Fund, prior to the time a transaction is consummated, the costs to retain such Executive Team and to source any potential investment (including overhead expenses, management or other fees, compensation, diligence expenses or other related expenses in connection with backing the management team or the build out of the platform company) are a Fund partnership expense. Once a transaction is consummated, the operating company and the holding company’s costs and expenses (including compensation for their personnel, which compensation may include, among other things, salary, benefits, retainers, and/or profit or equity participation in the holding company (if any) or the underlying operating companies) are most commonly borne by the applicable company (although in some

circumstances, such costs and expenses are borne by the Fund and its investors). Such costs and expenses are not Transaction Fees and will not offset the Management Fee. Since the definition of Fund partnership expenses often differs from one Fund to another and continues to expand from Fund to Fund, investors should review the terms of the applicable Governing Documents and not rely on the summary provided above. The Fund partnership expenses as described above are subject to waiver or reduction by the Adviser in its sole discretion. To the extent the Adviser elects to voluntarily waive or reduce Fund partnership expenses, such election does not permanently modify the Adviser’s right to charge such expenses in the future. Co-Investment Vehicle or Co-Investor Expenses A co-investment vehicle, or other similar vehicle (including, in certain cases, parallel vehicles, side car vehicles, separately managed accounts and/or companion funds) and any related structuring vehicles (collectively, “Co-Investment Vehicles”), are often formed to facilitate the investment by investors alongside a Fund in connection with the consummation of one or more transactions. In the event one or more Co-Investment Vehicles is created and the transaction closes, the investors in such Co-Investment Vehicle(s) will typically bear all expenses related to its organization and formation and other expenses incurred for the benefit of the Co-Investment Vehicle. The Co-Investment Vehicle typically also bears its pro rata portion of expenses (e.g., based on capital invested in the transaction) incurred by the Funds in the making of an investment, in each case, as set forth in the applicable partnership agreement (for example, due diligence expenses), and managing and selling such investment. Subject to applicable law and legal, contractual or similar restrictions, related expense allocation decisions generally will be made by MDP using its reasonable judgment, considering such factors as it deems relevant, but in its sole discretion to be equitable across these vehicles. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters of discretion, e.g., in determining which Co-Investment Vehicles benefit (or the extent to which they actually or potentially could benefit) from the relevant service relating to the expense, or whether to allocate based on number of Funds or Co-Investment Vehicles receiving related benefits or proportionately in accordance with the size of the relevant Funds/Co-Investment Vehicles (including amount of remaining committed capital, invested dollars or fair value of the portfolio company), number of investors, number of investments, number of users, or in certain circumstances determining whether a particular expense has greater benefit to a Fund or MDP. In certain instances the Governing Documents of Co-Investment Vehicles provide for expense caps, or MDP may otherwise determine that a Co-Investment Vehicle should not bear certain organizational, formation or other expenses (including expenses with respect to any structuring vehicle (e.g., a “blocker”) formed in connection with such Co-Investment Vehicle), which may result in a Fund bearing more than its proportional share of such fees or expenses. Unless the Adviser determines otherwise in its sole discretion and subject to negotiations with any particular co-investor, in general neither Co-Investment Vehicles nor co-investors will bear any expenses related to a proposed but unconsummated transaction and the full amount of any expenses relating to such proposed but not consummated transaction (collectively, “Unconsummated Deal Costs”) would therefore generally be borne 100% by the Fund or Funds selected by the Adviser as proposed investors in such proposed transaction. This is the case even if a Co-Investment Vehicle and/or other structuring vehicle has been formed for the purpose of

investing in the proposed transaction, if MDP has discretionary power over such Co-Investment Vehicle, or if a co-investor has been identified, has conducted due diligence with respect to, or otherwise committed to invest in, the proposed transaction. For example, Consultants (which includes MDP executive partners and industry advisory group members) who may co-invest in a transaction do not pay any Unconsummated Deal Costs incurred by the Funds. This is the case even if such persons are given opportunities to select which co-investments they want to make. As a general matter, Unconsummated Deal Costs are allocated among Fund investors regardless of whether any individual investor negotiated for an elective or automatic contractual right that would have excused them from participating in the investment. MDP expects to invite co-investors to evaluate a transaction prior to the signing of definitive agreements with a prospective portfolio company. MDP has in the past and may in the future (but is not required to) enter into expense sharing agreements with such co-investors. The terms of such expense sharing agreements are determined between MDP and such co-investor and may not be proportionate to the amount of the anticipated equity investment of each investor (and as a result, the Funds may bear all or a greater proportion of such expenses). For example, in certain instances, a co-investor may negotiate an expense cap with respect to such expense sharing agreement. Unconsummated Deal Costs are often substantial and typically include, among other things, legal, accounting, advisers, and other third party expenses (including amounts payable to Consultants and other third parties), Travel and Travel-Related Expenses, all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for proposed investments (including commitment fees and any costs and/or expenses related to any borrowings or other financing arrangements), underwriting fees and expenses in connection with arranging transaction-related insurance, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed but unconsummated transaction. In addition, Unconsummated Deal Costs may also include any break-up fees, reverse termination fees, topping, termination or other similar fees and collection costs with respect thereto, costs of negotiating coinvestment documentation (including non-disclosure agreements with counterparties), termination or other fees and expenses attributable to any potential co-investor, expenses incurred in connection with the formation of (and negotiation of legal documents with respect to) any CoInvestment Vehicle, the costs of onboarding (e.g., KYC) investment entities with a financial institution, commitment fees that become payable in connection with a proposed investment. and expenses incurred in connection with any tax audit, investigation, settlement or review of the applicable Co-Investment Vehicle. In the event the transaction is no longer being pursued and the potential co-investor has not yet contractually agreed to pay such expenses, such co-investor is not expected to bear its pro rata share of such Unconsummated Deal Costs. Co-Investment Vehicles are not always created for each transaction that involves co-investors and, in such instances, the co-investors commonly purchase the same securities as the Funds (instead of securities of a Co-Investment Vehicle). Legal and other costs that are incurred by the portfolio company in negotiating with such co-investors are generally borne by the portfolio company, similar to legal costs incurred to negotiate and implement the debt financing and management equity terms for such transaction (and as a result, such expenses are ultimately borne by all

investors in such portfolio company). See also “Allocation of Co-Investment Opportunities” under Item 11 – Conflicts of Interest. Allocation of Expenses MDP will be required to decide whether certain fees, costs and expenses should be borne by a Fund(s), its portfolio company(ies), MDP and/or other parties (each an “Allocable Party”). Such allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the allocation process. The appropriate allocation among Allocable Parties, of fees and expenses (including fees and expenses incurred in the offering of the applicable Fund, management of such Fund and its portfolio companies, and investment opportunities as well as Unconsummated Deal Costs and expenses that do not relate to a single MDP Fund or transaction (e.g., insurance premiums, market study reports and other fees, costs and expenses)) will be determined by MDP and its affiliates in their sole discretion, in each case using good faith and their best judgment, consistent with the Governing Documents of the Funds, as applicable, and may be made in arrears or in advance based on the information available at the time of the allocation determination. Further, all or a portion of any expenses incurred in connection with any prior transaction of another MDP Fund, whether or not consummated, are permitted to be allocated to the applicable Fund where the Fund benefits from the goods or services that correspond to such expenses. Such allocation requires judgments as to methodology and MDP’s methodology in allocating fees and expenses is expected to change from time to time as circumstances evolve, market practices change and additional information is received. Notwithstanding the foregoing, the portion of an expense allocated to an Allocable Party for a particular service will not always reflect the relative benefit derived by such Fund from that service in any particular instance. As used herein, the term “Fund Investors” means investors or potential investors in one or more Funds, including Affiliated Partners. As used herein, the term “Third Parties” means individuals and entities who are not current employees of Madison Dearborn Partners, LLC, and such term includes Consultants, joint venture partners, portfolio companies and directors, officers, employees and advisers of a portfolio company of a Fund and other advisers to MDP and/or the Funds. As used herein, the term “co-investor” includes Fund Investors, Third Parties, and Co-Investment Vehicles. The consideration of which Allocable Party will bear an expense is in certain circumstances expected to result in MDP determining that it is equitable for a Fund to bear more than its pro rata portion of certain fees, costs and expenses (including Unconsummated Deal Costs). MDP’s discretion in making such determination creates a potential conflict of interest as MDP may have an incentive to allocate expenses to a particular Fund over another Fund or other co-investor. In addition, a Fund will bear more or less of a particular expense based on the methodology used, and a Fund will bear more or less of a particular expense based on the number of Allocable Parties MDP selects to bear the expense in its initial allocation determination. When making expense allocation determinations, MDP generally will allocate an expense to one or more Allocable Parties that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Allocable Parties that were not in existence or otherwise identified as Allocable Parties at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases MDP may not re-allocate the expense to each such future Allocable Parties, and

such future Allocable Parties will benefit at the expense of other Allocable Parties, including the Funds. In such circumstances, MDP will determine the allocation of such expenses in good faith using its best judgment and such expenses will be allocated to an Allocable Party in MDP’s reasonable discretion. Please also see “Co-Investment Vehicle or Co-Investor Expenses” for further information about the allocation of expenses with Co-Investment Vehicles. As described in Item 11 below under “Conflicts Related to Purchases and Sales of Investments”, Funds have in the past, and are likely to in the future, sell down an interest in its portfolio companies to co-investors (including a Co-Investment Vehicle). Subject to the applicable Governing Documents, MDP (on behalf of the Funds) is permitted to charge (or could decide not to charge) a co-investor (such as a Fund Investor or Third Party) interest costs (including out-ofpocket interest costs) for the time period between the closing of the applicable Fund’s investment in a portfolio company to the date of the transfer of interests in such portfolio company to the applicable co-investor. Subject to the applicable Governing Documents, MDP (on behalf of the Funds) has the discretion to determine the amount to be sold down and the purchase price to be paid by such co-investors in such sell down, including at cost even when some period of time has passed (and MDP is able to consider a variety of factors in determining the purchase price, including, but not limited to, the effect of foreign currency fluctuations impacting such portfolio company investment). There are also occasions when one Fund (the “Payor Fund”) pays an expense common to multiple funds (the “Allocated Funds”) (e.g., legal expenses for a transaction in which such Allocated Funds participate or are expected to participate), including by making use of a credit facility (including a NAV Facility as defined below) to pay such expense. On such occasions, each Allocated Fund will reimburse the Payor Fund for its share of such expense, which typically does not include interest, after the payment is made by the Payor Fund. It is possible that one of the Allocated Funds could default on its obligations to reimburse the Payor Fund. Carried Interest Payments Please see Item 6 below regarding “Carried Interest” payable by the Funds. Brokerage Fees In the event that MDP chooses to use a broker or dealer for purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below.

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.

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.

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

therefore, the investors) may be reclaimed, including if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. The Adviser has controls and processes through which it seeks to minimize the occurrence of such misconduct and procures insurance to mitigate potential losses from such conduct. However, the operational controls and risk management techniques used by the Adviser also necessarily include subjective elements, making the judgment and discretion of the Adviser’s investment professionals an important component to the risk management process. No assurances can be given that the Adviser will be able to identify and/or prevent misconduct. RISKS RELATING TO INVESTMENTS Investment in Junior Securities. The securities in which the Funds will invest are among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect a Fund’s investment once made. Concentration of Investments. The Funds will participate in a limited number of investments and are permitted to make several investments in one portfolio company, one industry or one industry segment or within a short period of time. As a result, the Funds’ investment portfolios could become highly concentrated, and the performance of a few holdings or of a particular industry or the timing of the Funds’ investments may substantially affect such Funds’ aggregate return. The Funds are not required under their Governing Documents to proportionately invest across the various industry sectors or required to invest in any particular industry sector. Furthermore, to the extent that the capital raised by a Fund is less than the targeted amount, such Fund is permitted to invest in fewer portfolio companies and thus be less diversified. Diversity and investment limits generally do not apply during fundraise, unless set forth in the Governing Documents. If an investor participates in co-investments or is an investor in another Fund that co-invests with the Fund, such investor may have exposure to a single portfolio company through more than one Fund, which would increase the concentration of such investor’s holdings with respect to such portfolio company. Bridge Financing and Over-Commitment. The Funds are generally permitted to invest in, or lend to a portfolio company with the expectation of a subsequent refinancing or syndication of a portion of such investment to co-investors or other persons or entities prior to or after the closing of such investment (a bridge financing). In such a situation, the Funds will bear the risk that any refinancing may not occur and/or a sale of a portion of such investment may not be sold or may only be refinanced or sold on unattractive terms. In such event, the Funds will likely have more risk associated with such investment or a larger overall investment in such portfolio company than originally anticipated (and reduced diversification), or the Fund or the portfolio company may bear more interest expense than originally anticipated. In addition, regardless of whether a portion of such investment is sold to co-investors or other persons or entities (including one or more coinvesting Funds), the Funds making the initial investment will typically bear the entire portion of any reverse break-up or termination fees or other fees, costs and expenses related to such investment (including interest and financing fees, which are borne by the investors of such Funds and may be material). Please also see the discussion under Item 5 “Co-Investment Vehicle or CoInvestor Expenses” and “Allocation of Expenses” for additional information about the allocation of such fees, costs and expenses. It is also possible that all or a portion of a bridge financing will

not be recouped within the time period specified in the Governing Documents, in which case the investment would be treated as a permanent investment of the Fund and the unrecouped portion of the contributions related to such bridge financing will be treated as having been called on the expiration of the time period specified in the applicable Governing Documents for purposes of the preferred return calculation and distribution waterfall set forth in detail in the Governing Documents. As a result, the Fund’s portfolio could become more concentrated with respect to such investment than initially expected and/or could exceed the Fund’s investment limitations (and in such cases the Fund will not violate the Governing Document’s investment limitations, nor will the Fund be required to divest any such bridge financing that becomes a permanent investment (to the extent set forth in such Fund’s Governing Documents)). Leveraged Investments and Credit Market Volatility. The Funds will often make use of leverage by back levering its investment and/or having a portfolio company or intermediate entity incur debt to finance all or a portion of certain investments, whether on a temporary or long-term basis, in a given portfolio company. Leverage generally magnifies both the Funds’ opportunities for gain and risk of loss from a particular investment. The cost, availability and other terms of leverage are highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree or acceptable terms of leverage. The availability of leverage also is subject to governmental and regulatory oversight, and certain governmental bodies (including the U.S. Federal Reserve System, the U.S. Office of the Comptroller of the Currency and the U.S. Federal Deposit Insurance Corporation) may restrict or otherwise discourage lending that results in companies carrying large amounts of debt. The use of leverage also imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and may impair or constrain its ability to operate its business as desired and/or finance future operations and capital needs. The leveraged capital structure of portfolio companies will increase the exposure of the Funds’ investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines (which can be material) in the value of the Funds’ investments in the leveraged portfolio companies. These risks generally are expected to increase as interest rates rise including in circumstances where a portfolio company’s creditworthiness is such that it must borrow at higher interest rates. In the event any portfolio company within a Fund cannot generate adequate cash flow to meet its debt service obligations or is in default, it may be required to immediately repay all outstanding indebtedness or may be required to renegotiate covenants and other terms with lenders, which often results in less favorable terms for such companies. An acceleration of a portfolio company’s indebtedness could result in a bankruptcy filing, restructuring, recapitalization, liquidation or assignment for the benefit of creditors by the portfolio company, and as a result a Fund may suffer a partial or total loss of capital invested in such portfolio company, which would likely adversely affect the returns of such Fund. Furthermore, should the credit markets be limited or costly at the time the Funds determine that it is desirable to sell all or a part of a portfolio company, such Funds may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Moreover, the companies in which the Funds will invest may not be rated by a credit rating agency or may be downgraded by a credit agency following the Funds’ acquisition thereof. Except where otherwise required by the relevant Governing Documents, a Fund will not be obligated to borrow on behalf of a portfolio company, even in circumstances where the Fund’s creditworthiness would permit borrowing at a lower rate

than is available to the portfolio company. If a portfolio company is unable to obtain favorable financing terms, refinance its indebtedness or maintain a desired or optimal level of financial leverage or available liquidity, the Funds may be required, or determine it is desirable, to make an additional investment in such portfolio company, which would result in the Funds holding a larger than expected investment in such portfolio company and the Funds may realize lower than expected returns from such portfolio company, which would likely adversely affect the Funds’ returns. If a Fund is unwilling or unable to provide such additional investment to a portfolio company, the portfolio company may be in breach of its covenants and its indebtedness may be accelerated which could result in a bankruptcy filing, restructuring, recapitalization, liquidation or assignment for the benefit of creditors by the portfolio company. Any failure by lenders to provide previously committed financing could also expose the Funds to potential claims by sellers of prospective portfolio companies that such Funds has contracted to purchase (e.g., claims for damages or the payment of a reverse break-up, termination or other similar fee if such Funds do not close such new investment, which would be a partnership expense and therefore ultimately borne by the investors of such Funds). Borrowing, Guarantees and Credit Support by the Funds. The Funds are permitted to borrow money to make investments including on a short-term, unsecured basis. The Funds (in addition to leverage at the portfolio company level) will often borrow money or guarantee indebtedness (such as a guarantee of a portfolio company’s debt) or otherwise be liable for the debt of a portfolio company and in such situations, it is not expected that a Fund would be compensated for providing such guarantee or exposure to such liability. This borrowing is often made pursuant to a revolving credit facility to bridge capital calls (also known as a capital call line) but may also be in the form of a term loan under certain circumstances. Capital call lines are bank loans that enable Funds to use borrowed money, rather than call investor capital, to make investments or pay partnership expenses and the Funds typically pledge the investors’ uncalled capital as security. The Funds’ use of such facilities will be determined by the applicable General Partner, and the performance of the Funds are impacted by how the General Partner causes the Funds to utilize such facilities. The use of leverage by the Funds also will result in interest expense and other costs (e.g., lender facility fees) that may not be covered by distributions made to such applicable borrower or appreciation of their investments. Because a credit facility’s interest rate is based in part on the creditworthiness of the relevant Fund’s limited partners (in the aggregate), including the right to call capital from its investors and the terms of its Governing Documents, such rate may be higher than the interest rate an investor could obtain individually. The Funds often incur leverage (or guarantee) on a several, joint and several or cross-collateralized basis with one or more other investment funds and entities managed by the General Partner or any of its affiliates (e.g., Co-Investment Vehicles and/or other Funds), including through their respective subsidiaries and other intermediate entities, and in connection with incurring such indebtedness (or guarantee), the General Partner reserves the right to cause a Fund to enter into one or more agreements to obtain a right of contribution, subrogation or reimbursement from or against such entities. However, it is possible that, if and when a Fund were to seek to enforce any such right, any such entity will default on its obligation and/or such right will otherwise be unenforceable. It is uncommon for co-investors (potentially including investors, service providers (including lenders and law firms), third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested

proceeds in the portfolio company and/or other owners) to share in incurring such leverage (or guarantees) or the related costs, and a Fund may disproportionately bear the risk of any leverage (or guarantees) or the related costs. Further, a Fund is expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under the Fund’s credit facility for the purpose of providing financing to one or more of such entities. Similar to the foregoing, other investors or owners of such intermediate entities or portfolio companies generally will not share in the risk and/or cost of such financing, or the guarantees or other credit support the Funds provides in respect thereof under the relevant credit facility. As a result, in a situation where additional credit support or funding of a guarantee is required, a Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. In addition, in administering or seeking to reinforce the foregoing agreements, MDP may be subject to conflicts of interest between the Funds and any such other entity. Conflicts of interest may arise in that the use of such facilities delay the need for investors to make certain contributions to a Fund. Because an investor’s preferred return generally begins accruing on the due date of contribution, the use of a subscription facility generally results in a lower effective aggregate preferred return amount relative to the amount that would result if the subscription facility had not been utilized and partners made capital contributions at an earlier date. Accordingly, the use of such credit facilities generally (i) improves the probability that a Fund will achieve the preferred return and receive carried interest and (ii) enhances a Fund’s performance figures, each of which is a potential benefit to the relevant General Partner. The absence of invested capital funded by limited partners potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested for any Fund. In addition, to the extent a Fund incurs leverage (including NAV Facilities (as defined below)) or provides such guarantees, such amounts may be secured by the Fund’s assets, including its portfolio investments and/or capital commitments made by the Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of the Fund, investors may be obligated to contribute capital on an accelerated basis or investors may be required to fund capital contributions to repay such leverage even if a limited partner did not participate in the relevant investment(s) in connection with which the leverage was incurred. If a Fund disposes of investments to repay lender(s) at an inopportune time or on an expedited basis, the Fund may not realize as much value upon such disposition as it would receive in connection with an orderly disposition, or the Fund may be required to dispose of investments at a loss on unattractive terms. To the extent that a Fund needs to call capital to repay these borrowings, it may be done at an inopportune time (for example, to pay off the debt, the Fund may be required to fund the guarantee without receiving any additional equity or fund equity into a portfolio company that is in covenant default or where the value of the equity is impaired). Moreover, any limited partner’s claim against the applicable Fund would likely be subordinate to such Fund’s obligation to the creditors of the credit facilities. MDP reserves the right to cause a Fund and/or one or more subsidiaries of such Fund (including any holding entities below the Fund) to enter into fund-level “NAV” or asset-based borrowing

facilities (each such credit facility, a “NAV Facility”), which, if structured below such Fund, would not be subject to the limits on borrowings imposed on Fund-level borrowings in the Governing Documents. In connection with such transactions, MDP is permitted to pledge the Fund’s investments or right to receive distributions, including on a cross-collateralized basis, without taking into account the potential for non-pro rata investments by investors, including as result of any particular investor’s opt-out rights. Furthermore, depending on the terms of the crosscollateralization and the performance of the underlying assets, it is possible that a Fund may ultimately bear a disproportionate share of the risk arising from any guarantees, borrowings or credit support that are incurred on a cross-collateralized or joint basis with other funds, special purpose vehicles or other entities, but a Fund will not receive compensation for bearing such risks for other Funds or special purpose vehicles or other entities. In certain circumstances, lenders and other market parties are expected to seek “cross default” rights under which a Fund will be treated as in default under the relevant facility in the event of a default by another MDP entity relating to their respective lending or other facilities; were any such provisions to be triggered, the Fund’s limited partners could suffer adverse effects resulting from any default by such MDP entity, whether or not related to a Fund. The period of time that any such borrowing is outstanding is determined on a case-by-case basis and can be a few months or several years. A Fund’s use of NAV Facilities will be determined by the General Partner, and the performance of such Fund may be impacted by how the General Partner causes such Fund to utilize NAV Facilities. Portfolio Company Borrowing. A Fund’s credit facility (including a NAV Facility) often allows portfolio companies to borrow funds (at varying levels of a portfolio company’s organizational structure) directly through such facility, with a guarantee from the Funds. The portfolio company borrowing can be for several purposes including, but not limited to, borrowing on terms more favorable than such portfolio company could otherwise obtain from other lenders, bridging a portfolio company debt refinancing, facilitating a dividend recapitalization, and bridging equity contributions or purchases from other affiliated or non-affiliated investors or other Funds. A Fund is typically not compensated for providing access to such favorable terms. Alternatively, such Fund may charge the portfolio company borrower higher interest rates than the interest rate that such Fund pays pursuant to such credit facility or charge a guarantee fee. The Funds would bear the sole liability for the borrowed funds in the event of a default, and as a result, such portfolio company and any of its other investors benefit from the credit risk taken by the Fund’s guarantee. Certain tax-exempt investors should note that the use of leverage by a Fund often causes the realization of “unrelated business taxable income” and the receipt of fees associated with such leverage can also result in income that is effectively connected with a U.S. trade or business or “commercial activity income”. It can be expected that a Fund will, or a Fund in certain circumstances may, make loans to a portfolio company where such company requires an infusion of cash for various reasons, including, but not limited to, capital expenditures. While any such short-term loan (or bridge financing) could be converted into a more permanent, long-term security, it is entirely possible, for reasons not always in a Fund's control, that issuance of long-term securities or other refinancing or syndication may not occur, and such short-term loans (or bridge financings) may remain outstanding for long periods of time. Similarly, expected sources of cash to repay loans may not become available. In such events, the interest rate charged may not adequately reflect the risk associated with the position taken by a Fund.

Continuation Fund Transactions. There continues to be a significant market for secondary sales, GP-led transactions, continuation funds, successor fund investments and other transactions including, for the avoidance of doubt, such transactions relating to current continuation funds. Many of these transactions involve an auction process run by one or more investment banks that results in a lead buyer (or lead buyer group) who agree to purchase all or a portion of one or more investments through one or more vehicles that is managed by MDP (i.e., a Fund) following the transaction. Such transactions are undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where MDP believes there is the potential for additional value generation. Buyers in these sale processes typically consist of secondary investors and as a result, the highest price may not be obtained. Where undertaken, existing limited partners are often offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset(s) or a new portfolio of assets (including a portfolio that combines assets from multiple Funds sponsored by MDP and its affiliates), often on different terms than their original investment in the original vehicle. Certain of such transactions are expected to require a limited partner to invest additional capital, which results in a greater exposure to one or more particular portfolio companies, and/or a delay in the full liquidation of its investment. In other circumstances, even limited partners who elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as a result of an in-kind distribution of the applicable interests (i.e., a portion of such interest will be allocated to the relevant General Partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Where co-investors (including Co-Investment Vehicles) historically have been invested in a portfolio company subject to a continuation transaction, there can be no assurance that they will retain the same investment rights in such portfolio company (e.g., no fees and/or no carry), or that they will receive the same liquidity or other options as limited partners in the relevant Fund, and in such transactions, MDP reserves the right to compel co-investors to receive cash, continue to hold an interest or to receive different election options in the relevant investment. In some circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. The sale of an investment to a continuation vehicle could result in certain limited partners, the General Partner of a Fund and/or MDP personnel (including employees and affiliates) disposing of their investments in the underlying assets at a different time than some or all of the other limited partners of such Fund and otherwise taking actions with respect to such investments that are different than the actions taken by other limited partners. Continuation fund transactions involve the incurrence of material fees and expenses and such fees and expenses are commonly allocated among the selling Fund, the limited partner sellers, other sellers, the buying Fund, the new investors, and may also be borne by the applicable portfolio companies, although the selling Fund and the limited partner sellers often bear a material portion of these fees. In addition, if a continuation fund transaction does not close, the selling Fund will bear all fees and expenses incurred in connection with such failed transaction including, without limitation, costs relating to the formation and marketing of the continuation vehicle, costs that would have benefited only certain subsets of Fund investors, and expenses attributable to other Funds or vehicles that opted out of participation. The allocation of such Unconsummated Deal Costs and related conflicts of interest are further described in the "Allocation of Expenses" section.

The selling Fund is expected to bear these Unconsummated Deal Costs irrespective of advisory committee or limited partner consent. The final allocation of expenses is subject to negotiation with the lead buyer or lead buyer group, as applicable, who have conflicting interests with the selling Fund and selling partners with respect to the payment of such expenses. Although MDP expects to disclose relevant potential conflicts of interest to limited partners and/or the relevant Fund advisory committee (or equivalent independent body) prior to the closing of the transaction, there can be no assurance that MDP will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of the Funds or any individual limited partner or group of limited partners. MDP and its affiliates, in their sole discretion, have no obligation to engage in a third-party sale process, public offering process, or to obtain an independent thirdparty valuation in connection with any continuation fund transaction. MDP may determine the process, structure, and terms of any such transaction, including the valuation of the relevant assets, and may rely on internal valuations or other methodologies. There is a risk that the price at which assets are transferred in a continuation fund transaction may be lower than the historical valuation of such assets or may not reflect their fair market value, and that such valuation may be underestimated. The determination of valuation, pricing, and information sharing in connection with continuation fund transactions may give rise to conflicts of interest among MDP, the Funds, and their respective investors. However, MDP reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Governing Documents. For additional information regarding such conflicts of interest, please see “Conflicts of Interest” and “Cross-Transactions; Portfolio Company Transactions” in Item 11 below. Projections. Projected operating results of a portfolio company in which a Fund invests normally will be based primarily on financial projections prepared by such company’s management, with adjustments to such projections made by the Adviser in its discretion. In all cases, projections are only estimates of future results that are based upon information received from the company and third parties and assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained or that the Funds will achieve their respective investment objectives. Actual results may be significantly different from the projections and will depend on, among other factors, potential operational improvements, market opportunities, competitive dynamics, management capabilities, acquisitions, expansion of product lines or geography, future operating results, access to capital markets, financing costs, regulatory developments, general economic factors (including market conditions), transaction costs and the time and manner of the sale of a portfolio company, many of which are not predictable and often have a material effect on the reliability of projections. Recycling/Reinvestment. Under certain circumstances and subject to certain conditions, cash or proceeds from the partial or complete liquidation of an investment will be retained and reinvested (or recalled for reinvestment or cost contributions) by the applicable General Partner as described in a Fund’s Governing Documents. Accordingly, a limited partner may be required to fund an aggregate amount in excess of its committed capital during the term of a Fund, and to the extent such recalled or retained amounts are reinvested in portfolio investments, a limited partner will remain subject to investment and other risks associated with such portfolio investments. Need for Follow-On Investments. Following its initial investment in a given portfolio company, a Fund may increase its investment in a portfolio company (whether for opportunistic reasons, to fund the needs of the business, as an equity cure under the applicable debt documents, pursuant to

a commitment made prior to or following such initial investment, in connection with debt guaranteed by the Funds or for other reasons and whether structured as a purchase from the portfolio company or a purchase in a secondary transaction (i.e., from another equity or debt holder)). There is no assurance that any Fund will make follow-on investments or that such Fund will have sufficient funds to make all or any of such investments. Where a Fund has made a commitment to make an additional investment in a portfolio company, market conditions may materially and adversely change between the time such commitment was made and the time such commitment is funded. Any decision by a Fund not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a portfolio company in need of such an investment (including an event of default under applicable credit documents in the event an equity cure cannot be made). Additionally, such failure to make such investments may result in a lost opportunity for such Fund to increase its participation in a successful portfolio company and/or the dilution of such Fund’s ownership in a portfolio company if another Fund, third party or co-investor invests in such portfolio company. Director Liability. Certain of the Funds will often obtain the right to appoint one or more representatives to the board of directors (or similar governing body) of the companies in which they invest. These representatives include employees and officers of the Adviser and under the Governing Documents, the Funds typically indemnify such persons in connection with their activities relating to such Funds (including their involvement with the portfolio companies). Serving on the board of directors (or similar governing body) of a portfolio company exposes such Funds’ representatives, and ultimately the Funds, to potential liability. Not all portfolio companies may obtain insurance with respect to such liability, and the insurance that portfolio companies and the Adviser do obtain may be insufficient (whether due to coverage amount, policy terms or otherwise) to adequately protect officers and directors from such liability (and if not covered by insurance, such liability will be a Fund partnership expense). In addition, involvement in litigation can be time consuming for such persons and can divert the attention of such persons from the Funds’ investment activities and portfolio companies. Limited partners may have limited rights of action against MDP and its affiliates due to certain provisions in the Governing Documents. The Governing Documents typically contain provisions that, subject to applicable law, reduce, modify and/or eliminate duties that the General Partner would otherwise owe to the Fund and the limited partners. In addition, the Governing Documents typically provide that the General Partner, MDP and certain of their respective employees, officers, partners, members, shareholders, direct and indirect owners, managers, directors, agents, contractors and affiliates will be indemnified and held harmless from losses sustained from any act or omission in connection with the Fund’s activities, subject to certain exceptions set forth in the Governing Documents, and may receive advances for any fees, costs and expenses incurred in the defense or settlement of any claim that may be subject to a right of indemnification. The application of the foregoing standards may result in limited partners having a more limited right of action in certain cases than they would have in the absence of such standards. As a result, the Funds may bear significant financial losses even where such losses were caused by the negligence of the General Partner and certain of its affiliates. Such losses may have an adverse effect on the Funds’ returns to its investors. Any fees, costs, expenses (whether or not advanced) and other liabilities resulting from a Fund’s indemnification obligations generally will be paid by or otherwise satisfied out of the assets of such Fund (including the aggregate unfunded

commitments). In addition, if the assets of a Fund are insufficient to satisfy such Fund’s indemnification obligations, the General Partner is permitted to recall distributions previously made to the partners of such Fund, subject to certain limitations set forth in the Governing Documents. Notwithstanding any provision herein or in the Governing Documents, nothing herein or therein shall be construed by MDP to constitute a waiver of its non-waivable federal fiduciary duties to the Funds under the Advisers Act. Litigation; Regulatory Investigations and Actions. In the ordinary course of its business, a Fund and/or its portfolio companies may become subject to litigation (including regulatory enforcement actions) and/or regulatory investigations and, to the fullest extent permitted by law, the costs associated with such matters, including any fines or settlements, are paid for by such Fund and/or such portfolio company (which costs may be material). The outcome of such proceedings may materially adversely affect the operations of the Fund and/or its portfolio companies and may continue without resolution for long periods of time. Any litigation or regulatory investigations may consume substantial amounts of the General Partner’s, the MDP Principals’ and/or portfolio company management’s time and attention, and that time and the devotion of these resources to these matters may, at times, be disproportionate to the amounts at stake. Co-Investments. The allocation of co-investment opportunities, which may be made to one or more persons or directly or through a Co-Investment Vehicle, in each case, for any number of reasons as determined by MDP in its sole discretion, may cause conflicts of interest with a Fund and Fund Investors. For additional information regarding the allocation of co-investment opportunities, please see “Allocation of Co-Investment Opportunities” and “Secondary Transactions” in Item 11 below. For additional information regarding the allocation of CoInvestment Vehicle expenses, please see “Co-Investment Vehicle or Co-Investor Expenses” and “Allocation of Expenses” in Item 5 above. Hedging Arrangements; Related Regulations. The General Partner has and is permitted (but not obligated) to endeavor to manage the Funds’ or any portfolio company’s currency exposures, interest rate exposures or other exposures using hedging techniques. The Funds are permitted to incur costs related to such hedging arrangements, which are permitted to be undertaken in exchange-traded or over-the-counter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. In addition, while some hedging transactions may hedge economic risks, they are not always effective hedges for tax purposes. For example, the tax character of the gain or loss on the hedging transaction may differ from the character of the gain or loss on the investment or the timing of the gain or loss for tax purposes may differ between the hedging transaction and the investment. In some cases, particularly in OTC contexts, hedging arrangements will subject the Funds to substantial counterparty risk, in that a counterparty may be unable or refuse to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. While such counterparty risk is primarily relevant in the OTC space, cleared derivatives also present certain risks, including the counterparty risk created by the potential insolvency at a central clearing house. Additionally, OTC contracts may expose the Funds to additional liquidity risks, if such contracts cannot be adequately settled.

Certain hedging arrangements may create for the General Partner and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (“CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Fund or a portfolio company to hedge its exposures becomes limited by such requirements. Derivatives. Derivatives are financial instruments that have a value that depends upon, or is derived from, the value of one or more underliers, such as securities, pools of securities, indexes or currencies. Gains or losses involving derivative instruments may be substantial, particularly where they are used to achieve a leveraged return with respect to the underlier. Derivative instruments in which a Fund invests may expose a Fund to risks, including counterparty credit risk, leverage risk, hedging risk, correlation risk, liquidity risk, funding risk, operational risk and legal and documentation risk. OTC derivatives are bilateral arrangements where the counterparty to a Fund will generally be a financial institution and a Fund will be exposed to credit and operational risks of its counterparty. For derivatives that are traded on an exchange or cleared through a clearinghouse, a Fund will be exposed to the credit and operational risks of both the exchange or clearinghouse as well as the broker/clearing member that acts as an intermediary between a Fund and the exchange or clearinghouse. Derivatives markets are now subject to extensive regulation in a number of jurisdictions including (a) pursuant to Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (EMIR), Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (MIFID II) and Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (MIFIR), including as implemented in the United Kingdom pursuant to applicable legislation, and retained and amended from time to time and (b) in the U.S. under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Regulatory obligations applicable to parties to derivative contracts include the mandatory clearing of certain classes of OTC derivative contracts and mandatory collateral exchange for certain uncleared derivatives as well as reporting requirements and other transparency obligations. The cost to parties of complying with such regulations may increase the costs of derivative transactions to a Fund and may reduce liquidity in the derivatives markets. The increased costs may affect the performance of a Fund and therefore the return to investors. Unfunded Pension Liabilities of Portfolio Companies. In at least one circuit, a court found that, in certain circumstances, an investment fund could be treated as a “trade or business” for purposes of determining pension liability under ERISA. Therefore, where an investment fund owns 80% or more (or, possibly, under certain circumstances, less than 80%) of a portfolio company, such fund (and any other 80%-owned portfolio companies of such fund) might be found liable for certain pension liabilities of such a portfolio company to the extent the portfolio company is unable to satisfy such liabilities. A Fund is permitted to invest in a portfolio company that has unfunded pension fund liabilities, including structuring the investment in a manner where a Fund may own an 80% or greater interest in such a portfolio company. If a Fund (or other 80%-owned portfolio companies of such Fund) were deemed to be liable for such pension liabilities, this could have a material adverse effect on the operations of the Fund and the companies in which the Fund invests.

Contingent Liabilities Upon Disposition. In connection with the disposition of an investment, the Funds and their affiliates may be required to make (and/or be responsible for another person’s or entity’s breach of) representations and warranties, including those relating to the business and financial affairs of the applicable portfolio company, the condition of its assets and the extent of its liabilities, and may be responsible for the content of disclosure documents under applicable securities laws. They may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents are inaccurate (and such obligations to indemnify can survive for some period of time after the disposition of such investment). These arrangements may result in contingent liabilities, which would be borne by the Funds and, ultimately, its investors. In many cases, these liabilities survive the dissolution of the applicable Funds and the investors of such Funds will remain liable for such obligations (and in some cases, may be required to return amounts previously distributed to such investors). Dynamic Investment Strategy. The Funds are generally not restricted in terms of the percentage of its capital that can be invested in a particular industry. Subject to the terms of applicable Governing Documents, the General Partner is permitted to pursue additional investment strategies and is permitted to modify or depart from its initial investment strategy, investment process and investment techniques as it determines appropriate. The General Partner also is permitted to pursue investments outside of the sectors or regions in which the Principals have previously made investments, or discontinue investments in the sectors or regions in which the Principals have previously made investments (including during a Fund’s investment period). There can be no assurance that the investment portfolio of a new Fund will resemble the portfolio of any prior Fund. Control Investments. The Funds, either alone or together with co-investors, are expected to typically hold controlling interests in many of the portfolio companies in which they invest. The exercise of such control by the Funds may result in additional risks of liability for violations of governmental regulations (including securities laws), failure to satisfy certain tax liabilities and/or employee wages, pension obligations, and other fringe benefits, failure to supervise management or other types of liability in which the general limited liability characteristic of business ownership may be ignored. For example, in cases where holders of interests in a portfolio company have been found to have exercised de facto control over such portfolio company, such holders may be held liable with the portfolio company as a “single employer” for violations of the federal WARN Act. If any of these liabilities were to arise, the Funds might suffer significant and material losses. Even when the Funds prevail in any such claims for liability, they may incur significant costs of defending against those claims. Active Management. The Funds intend to often take majority positions in a portfolio company, which may be alongside other investors, such as institutions, other pooled investment vehicles, and management. Depending upon the amount of equity owned by the Funds, any relevant contractual arrangements between a portfolio company and such Funds, and other relevant factual circumstances, such majority position could result in an extension of the ninety-day bankruptcy preference period to one year or longer with respect to payments made to such Funds. In addition, because of its equity ownership, representation on the board of directors, and/or contractual rights, the Funds may often be thought to control, participate in the management of or influence the conduct of such portfolio companies. This could expose the assets of the Funds to claims by such

portfolio company, its employees, its other security holders, its creditors, its customers, or governmental agencies. Non-Controlling Investments. The Funds are permitted to hold minority stakes in privately held or public companies (including as a result of selling down or reorganizing a controlling interest). In such instances, the Funds may have limited liquidity rights and management and/or control rights with respect to the operation of such companies and may be entirely dependent on the decisions of the portfolio company and/or third-party investors. As is the case with minority holdings in general, such minority stakes that the Funds may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Where the Funds hold a minority stake, it may be more difficult for the Funds to liquidate their interests than it would be had the Funds owned a controlling interest in such company. Even if the Funds have contractual rights to seek liquidity of their minority interests in such companies, it may be very difficult to sell such interests or seek a sale of such company upon terms acceptable to the Funds, especially in cases where the interests of the other investors in, or management of, such company have different business and investment objectives and goals. In addition, the Funds may co-invest with other persons or entities through partnerships, joint ventures or other entities or arrangements as a co-venturer or partner (including another Fund). Such investments may involve risks not present in investments where a third party is not involved, including the possibility that: (i) a co-venturer or partner may at any time have economic or business interests or goals that are inconsistent with those of such Fund; (ii) the co-venturer or partner may encounter liquidity or insolvency issues or may become bankrupt; (iii) the co-venturer or partner may be in a position to take action contrary to a Fund’s investment objective; (iv) the co-venturer’s or partner’s approval rights with respect to major decisions concerning the management and disposition of the investment may increase the risk of deadlocks or unanticipated exits from an investment (and such deadlock could delay the execution of the business plan for the investment, require a Fund to engage in a buy-sell of the venture with the co-venturer or partner, conduct the forced sale of such investment, or require alternative dispute resolution in order to resolve such deadlock); (v) the co-venturer or partner may take actions that subject the investment to liabilities in excess of, or other than, those contemplated; or (vi) in certain circumstances a Fund may be liable for actions of its co-venturers or partners. The co-venturer or partner may be a joint venture partner or interest holder in another joint venture or other vehicle in which MDP or its affiliates has an interest or otherwise controls. The co-venturer or partner may also be entitled to receive payments from, or allocations or performance-based compensation (e.g., Carried Interest) in respect of, such investments, and in such circumstances, any such amounts will not be for the benefit of a Fund (and will not reduce the Management Fee). In addition, a Fund may co-invest with non-affiliated co-investors or partners whose ability to influence the affairs of the companies in which the Fund invests may be significant, and even greater than that of the Fund and as such, the Fund may be required to rely upon the abilities and management expertise of such co-venturer or partner. It may also be more difficult for a Fund to sell its interest in any joint venture, coinvestment, partnership or entity with other owners than to sell its interest in other types of investments (and any such investment may be subject to a buy-sell right). As a result of these risks, a Fund may be unable to fully realize its expected return on any such investment. Further, to the extent that a Fund offers any co-investment opportunity to any limited partners or third parties, some or all of the risks described above may also apply to such co-investments.

Multi-Step Transactions. In the event a Fund determines to effect an investment in a portfolio company by means of a multi-step transaction (e.g., a first-step cash tender offer, a stock purchase followed by a merger, or a simultaneous acquisition and concurrent merger of two separate companies), there can be no assurance that the remainder of such portfolio company can be successfully acquired. As a result, such Fund may acquire only partial control over such a portfolio company or partial access to its cash flows to service any debt incurred in connection with its acquisition. Non-U.S. Investments and Operations. The Funds often invest in portfolio companies that are organized or headquartered or have substantial sales or operations outside of the United States, its territories, and possessions. Investments in non-U.S. securities or instruments or companies that have non-US operations, involve certain considerations not typically associated with investing in U.S. securities and instruments and operations, including risks relating to: (i) currency exchange matters (as discussed in further detail in the following Risk Factor); (ii) exposure to fluctuations in interest and currency rates; (iii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iv) differences between the U.S. and non-U.S. securities markets (including potential price volatility in, and relative illiquidity of, certain non-U.S. securities markets); (v) the absence of uniform accounting, auditing, and financial reporting standards, practices and disclosure requirements, and less or more government supervision and regulation; (vi) certain economic, social and political risks (including potential exchange control regulations, restrictions on non-U.S. investment and repatriation of capital, and the risks of political, economic, governmental or social instability (including the risk of sovereign defaults, regulatory change, and the possibility of expropriation or confiscatory taxation)); (vii) the possible imposition of non-U.S. taxes (including withholding taxes) on income, gains and gross sales or other proceeds recognized with respect to non-U.S. securities or instruments (including the imposition of such taxes as a result of the formation by the General Partner of an alternative investment vehicle outside of the United States); (viii) the application of complex U.S. and nonU.S. tax rules to cross-border investments; (ix) possible non-U.S. tax return filing requirements for the Funds and/or certain investors (including as a result of the formation by the General Partner of an alternative investment vehicle outside of the United States); (x) differing, inconsistent and/or potentially less well-developed or well-tested laws, including those regarding regulated industries, foreign investment, stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties, the protection of investors and other corporate laws; (xi) differences and/or inconsistencies in the legal and regulatory environment (including enhanced legal and regulatory compliance); (xii) political hostility to investments by foreign or private equity investors; and (xiii) less publicly available information. Additionally, the Funds may be less influential than other market participants in jurisdictions where it, the General Partner, and/or MDP does not have a significant presence, and it may have greater difficulty enforcing its legal rights in a non-U.S. jurisdiction. Furthermore, certain of the Funds’ investments may be subject to brokerage taxes levied by non-U.S. governments, the effect of which would be to increase the cost of such an investment and reduce the realized gain (or increase the realized loss) on such an investment at the time of its disposition. While the General Partner intends, where it deems appropriate, to manage the Funds in a manner that will minimize exposure to the foregoing risks and to take these factors into consideration in making investment

decisions for the Funds, there can be no assurance that adverse developments with respect to such risks will not adversely affect the assets that are held in non-U.S. jurisdictions. Non-U.S. Currency Risks. Although many of the Funds’ investments are expected to be U.S. dollar denominated, an investment that is denominated in a non-U.S. currency is subject to the risk that the value of the particular currency in which such investment is denominated will change in relation to one or more other currencies, including the U.S. dollar, which is the currency in which the books of the Funds will be kept and contributions and distributions generally will be made. Among the factors that may affect currency values are trade balances between nations, short-term interest rates, variations in the relative value of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. The Funds and/or the portfolio companies may incur costs in converting investment proceeds from one currency to another. The General Partner may, but it is under no obligation to, employ hedging techniques to manage currency exchange exposure, although there can be no assurance that such techniques will be effective. Interests in the Funds are generally denominated in U.S. dollars, and investors in any country in which U.S. dollars are not the local currency should note that changes in the exchange rate between the U.S. dollar and such local currency may have an adverse effect on the value, price or income of an investment in the Funds. Foreign exchange regulations may be applicable to investments in certain jurisdictions. Any fees, costs and expenses incurred by a non-U.S. investor in converting its local currency to U.S. dollars in order to make capital contributions to the Funds will be borne solely by such non-U.S. investor, will be in addition to the amounts required to be contributed, and will not be part of the commitment of such non-U.S. investor. Growth Equity and Certain Other Transactions. The strategy of many of the Funds includes targeting growth-equity investments and investments in specified industry sectors. While growthequity investments offer the opportunity for significant capital gains, such investments may involve a higher degree of business and financial risk that can result in substantial or total loss. Investments in certain industries and purchases of a division of a company also involve a high degree of business and financial risk and can result in substantial or total loss. These risks may be more acute with growth-equity, divisional purchases, and certain industry sectors such as healthcare and government contracting businesses. Portfolio companies often face intense competition, including competition from companies with greater financial resources, more extensive research and development, sales and marketing, customer services and support and other capabilities and a larger number of qualified managerial and technical personnel. Purchases of a division from a company involve risks that are different than a purchase of an entire company, such as the need to immediately recruit new executives, transition functions (e.g., accounting, legal, tax, human resources, information technology), and develop new processes and procedures, all of which take time and expense. Companies in which the Funds invest could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment, an economic downturn or unanticipated changes in the industry or business models. The Funds’ portfolio companies (especially those that are growth-equity) may operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support their business (including additional research and development activities or expansion, to achieve or maintain a competitive position, and/or to expand or develop management resources).

Risks in Effecting Operating Improvements. The success of the Funds’ investment strategy (and targeted rate of return for an investment) is likely to depend, in part, on the ability of the Funds, the Principals and portfolio company management to effect improvements in the operations of certain portfolio companies (including the implementation of synergies within the portfolio company or between such portfolio company and an acquisition target of such portfolio company). Identifying and implementing operational improvements at portfolio companies entails a high degree of uncertainty and often require capital to achieve such improvements. In addition, executing operational improvements may divert the attention of key portfolio company personnel and disrupt normal business. There can be no assurance that the Funds, the Principals or company management will be able to successfully identify and implement such improvements. Risks Relating to Due Diligence of Potential Investments; Expedited Transactions. Before making an investment, the General Partner will often conduct such due diligence as it deems reasonable and appropriate based on the facts and circumstances applicable to such investment. Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and circumstances related thereto, and the General Partner often relies on the advice received from such third parties. Investment analyses and decisions by the General Partner will often be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the General Partner at the time an investment decision is made may be limited, and the General Partner may not have access to detailed information regarding the investment. The due diligence investigation carried out with respect to any investment opportunity is unlikely to reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Further, there can be no assurance that MDP or its Consultants will be able to detect or prevent irregular accounting, employee misconduct, corruption or fraudulent practices during the due diligence and negotiation phase or in its efforts to monitor the investment on an ongoing basis. Moreover, such an investigation will not necessarily result in an investment being successful or even ensure a return on invested capital. Further, a General Partner is permitted to assume the risks of not obtaining certain consents or waivers under contractual obligations and/or assume the risks of not obtaining regulatory consent (e.g., where the applicable Funds agree to pay a reverse break-up fee to the target company in the event regulatory consent is not received). While the Adviser expects to negotiate purchase price adjustments, termination rights and other protections with respect to such risks, such rights may not be available or, if available, the Adviser reserves the right to not to exercise them. Adequacy and Availability of Insurance; Catastrophic Events; Climate Change. The Funds’ portfolio companies often utilize insurance and other risk management products (to the extent available on commercially reasonable terms) to mitigate the potential loss resulting from catastrophic events and other risks customarily covered by insurance. However, it may not always be practicable or feasible for portfolio companies to have prudent insurance and other risk management products. Moreover, it will not be possible to insure against all such risks, and insurance proceeds received may be inadequate to completely or even adequately cover losses incurred. Certain losses of a catastrophic nature such as those caused by wars, earthquakes, hurricanes, tornadoes, floods, terrorist attacks, cyber attacks, public health emergencies, wildfires, or other similar events, may be either uninsurable or insurable at such high rates as to adversely impact the portfolio company’s and/or the Funds’ profitability, or insurance companies may cancel

policies or coverage with respect to such events. There may be significant physical effects of climate change that have the potential to have a material impact on the Funds’ business and operations. As a result of these impacts from climate-related events, the Funds may be vulnerable to risks of property damage to the Funds’ investments; indirect financial and operational impacts from disruptions to the operations of the Funds’ investments from severe weather; increased insurance premiums and deductibles or a decrease in the availability of coverage for investments in areas subject to severe weather; decreased net migration to areas in which investments are located, resulting in lower than expected demand for both investments and the products and services of the Funds’ investments; increased insurance claims and liabilities; increase in energy costs impacting operational returns; changes in the availability or quality of water, food or other natural resources on which the Funds’ business depends; decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and economic distributions arising from the foregoing. It is unlikely that any of the Funds’ investments will be insured against damages attributable to acts of terrorism or public health emergencies (or certain other losses of a catastrophic nature). If a major uninsured loss were to occur with respect to an investment, the Funds could lose both its capital invested in, and anticipated profits related to, such investment. The Funds may seek to obtain representation and warranty insurance in connection with certain transactions in an effort to insure against losses from breaches of representations or warranties in the agreements related to such transaction. In particular, the General Partner is permitted to use such insurance in lieu of conducting more comprehensive due diligence when the Funds participate in a competitive bid process. Representation and warranty insurance could result in the Funds bearing, directly or indirectly, additional costs and expenses and may not be a complete substitute for direct recovery against the counterparty to such transaction. Additionally, the market for representation and warranty insurance continues to evolve and insurers may include material coverage exclusions in any policy and/or not be able to adequately cover losses, particularly following an event that broadly affects the industry. Public Company Holdings, Material Non-Public Information and Confidential Information. The Funds often evaluate transactions involving publicly traded issuers (e.g., taking a public company private, investing in publicly traded securities or a PIPE transaction or selling publicly traded stock of a portfolio company). Additionally, the Funds’ portfolio companies often issue publicly traded debt. Public company investments and transactions subject the Funds to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of a Fund to dispose of such securities and debt at certain times (including due to the participation by MDP personnel on the portfolio company’s board of directors), increased likelihood of shareholder litigation and insider trading allegations against the Funds or such companies’ executives and board members, including the Principals, and increased costs associated with each of the aforementioned risks.

Further, in the course of identifying investment opportunities or monitoring portfolio companies, MDP personnel often acquire confidential or material non-public information (including through expert networks or in their role as board members). The Adviser seeks to avoid inadvertently obtaining material non-public information from expert networks and has therefore implemented policies and procedures to mitigate the risk that the use of expert networks could result in the receipt of material non-public information by MDP investment professionals. Where MDP personnel are in receipt of material non-public information or certain confidential information, the Funds will not be free to act upon such information. Due to these restrictions, the Funds may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Distressed Investments. The Funds are permitted to invest or reinvest in the securities and obligations, including debt obligations that are in covenant or payment default, of companies experiencing significant financial difficulties and material operating or other issues (including litigation and other regulatory issues), including companies that may have been, are or will become involved in bankruptcy proceedings or other distressed, restructuring, recapitalization, insolvency or liquidation processes. Investments in such companies involve a substantial degree of risk that is generally higher than the risk involved in investing in companies that are not in financial or operational distress. Given the heightened difficulty of the financial analysis required to evaluate distressed companies, there can be no assurance that the General Partner will accurately evaluate the value of the assets or potential liabilities of a distressed company or accurately project the prospects for the successful restructuring, recapitalization or liquidation of such company. Therefore, in the event that a portfolio company does become involved in bankruptcy or insolvency proceedings or a restructuring, recapitalization, assignment for the benefit of creditors, or liquidation of the portfolio company is required, the Funds may lose some or all of its investment or may be required to accept illiquid securities with rights that are materially different than and/or inferior to the original securities in which the Funds invested. Investments Longer than Term. Each Fund has a set term (generally up to a maximum of 10 years), subject to an ability to extend such term pursuant to the Governing Documents. It is possible that at the end of the term (as extended, if any), a Fund will still have interests in a portfolio company or have liabilities that may not be resolved. The extension of a Fund’s term will require consent of the applicable Advisory Board or limited partners and if such consent is not obtained, or if a term extension is otherwise not available, the Fund may be required to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of its dissolution. The Funds’ investors are also required to continue making capital contributions and may be required to continue paying management fees even after the Fund’s initial term, pursuant to the Governing Documents. To the extent that such investments are held in trust in connection with the Funds’ dissolution, such trusts may incur operating and formation expenses. In addition, there can be no assurance with respect to the timeframe in which the Funds’ winding-up and final distribution to the investors will occur. RISKS RELATING TO LAWS AND REGULATIONS Impact of Government Regulation, Reimbursement, Contracting and Reform. The Funds and their portfolio companies operate in highly regulated environments and are subject to extensive legal and regulatory requirements and limitations; such regulations and burdens of regulatory

compliance directly impact their businesses and could have a material adverse effect on, the Funds and such portfolio companies. Specifically, certain industry segments in which the Funds invest, including various segments of the healthcare, financial services, education, basic industries, outsourced governmental services and telecommunications industries (collectively, “Regulated Industries”), are (or may become) (a) highly regulated at both the federal and state levels in the United States and internationally, (b) subject to frequent regulatory change and (c) highly dependent upon various government (or private) reimbursement programs and/or the availability of funding for government awarded contracts. The laws and regulations relating to, but not limited to, Regulated Industries, are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which the Funds invest. Enhanced Scrutiny and Certain Effects of Potential Regulatory Changes. Enhanced governmental and public scrutiny and/or increased regulation of the private equity industry is likely to continue. There can be no assurance that any such scrutiny or regulation will not have an adverse impact on the Funds’ activities, including the ability of the Funds to effectively and timely address these regulations, implement operating improvements or otherwise execute its investment strategy or achieve its investment objectives. The combination of scrutiny of private equity firms (along with other alternative asset managers) and their investments by various politicians, regulators and market commentators, and the public perception that certain alternative asset managers, including private equity firms, have contributed to the downturns in the U.S. and global financial markets or harmed particular industries (e.g., healthcare), may complicate or prevent a Fund’s efforts to structure, consummate and/or exit investments, both in general and relative to competing bidders outside of the alternative asset space. As a result, a Fund may incur greater expenses or delays in completing or exiting investments than it otherwise would have. Increased scrutiny and potential legislation applicable to private investment funds and their sponsors may also impose significant administrative burdens on the General Partner and may divert time and attention from portfolio management activities, and significant legislation has been enacted as a result of the severe global market volatility and dislocations, financial institution failures and defaults and large financial frauds that occurred during the 2008 global financial crisis. U.S. regulators, including the U.S. Federal Reserve System, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation have also warned banks against leveraged lending that load companies with large amounts of debt. Regulation generally, as well as regulation more specifically addressed to the private equity industry, including tax laws, antitrust laws, consumer protection laws, and related regulation, whether in the U.S. or outside of it, could further increase the cost of acquiring, holding or divesting investments and the cost of operating the Funds, as well as harm the profitability of enterprises and interfere with the ability of the Funds to engage in certain transactions. As a result, the Funds may invest in fewer transactions or incur greater expenses or delays in completing or exiting investments than it otherwise would have. Additionally, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of MDP and the Funds. Such current and future rulemaking is expected to impact

MDP and its affiliates, the Funds and/or its investments, and the Funds have the potential to bear significant increased costs as a result of such rules. In addition, officials from both the Federal Trade Commission (the “FTC”) and the Antitrust Division of the DOJ have explicitly identified the private equity industry as an area of focus. For example, in recent years, there have been governmental investigations and lawsuits over whether certain club deals or consortium bids constituted an illegal attempt to collude and drive down the prices of acquisitions. Consortium bids are deals in which two or more unaffiliated entities either provide equity financing or divide the target business being acquired. These transactions can range in size from the large private equity club deals in which the target remains intact to much smaller deals in which the target is broken up and sold to multiple strategic buyers. Private equity firms that engage in potentially anticompetitive practices in an otherwise permissible and lawful club deal could be liable for monetary damages to former shareholders of target companies and be subject to DOJ investigation and civil and criminal prosecution resulting in fines. The Antitrust Division of the DOJ has previously issued information requests relating to private equity transactions among multiple fund sponsors, and in 2014 several fund sponsors settled claims that they had conspired to not bid against each other on eight large “take-private” buyouts that occurred prior to the 2008 global financial crisis. There can be no assurance that a Fund will not be subject to third-party litigation and/or investigation involving consortium bids. (See also “Antitrust Laws, Regulation and Enforcement” below.) It is impossible to predict what, if any, changes in the regulations applicable to the Funds, the General Partner, the markets in which they trade and invest or the counterparties with whom they do business may be instituted in the future. Any such litigation, investigation or regulation could increase costs for the Funds and have a material adverse impact on the profit potential of the Funds. Trade Policy. Trade conflicts between the U.S. and certain foreign countries have intensified in recent periods. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments, including the Chinese government, have instituted, or threatened to institute, retaliatory tariffs on certain U.S. goods. Such conflicts may also impact the views of regulators with respect to Regulated Industries. The continuation or further intensification of such conflicts may lead to the introduction of additional barriers to trade, an increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and securities prices in both public and private markets, any of which could have an adverse impact on the performance of the Funds’ portfolio companies and returns to investor. Monetary Policy and Governmental Intervention. Actions by the Board of Governors of the U.S. Federal Reserve System and certain non-U.S. central banks, including changes in policies and taking other actions to stabilize markets, combat inflation and/or encourage economic growth, may have a significant effect on interest rates, inflation and on the U.S. and world economies generally, which in turn may affect the performance of a Fund’s investments on an absolute and/or relative basis. Inflation and rapid fluctuations in inflation rates have recently had, and may continue to have, negative effects on the economies and financial markets (including securities markets) of various countries.

United Kingdom Exit from the European Union. The United Kingdom's withdrawal from the EU (“Brexit”) is now an established fact, with the transition period having ended on December 31, 2020. EU rules no longer apply in the UK, and the UK operates under its own legal and regulatory framework. The trade and cooperation agreement between the UK and the EU, signed on December 30, 2020, did not include a comprehensive agreement on financial services. As a result, UK firms in the financial sector have more limited access to the EU market, and EU firms have more limited access to the UK, due to the loss of passporting rights under applicable EU and UK legislation. While alternative arrangements may permit some cross-border marketing and services between the EU and UK, these remain subject to legal uncertainty and the risk of further legislative or regulatory restrictions. As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to many of the same rules and regulations as prior to Brexit. However, the UK government is actively revising certain areas of onshored EU legislation as part of UK financial services regulation, which may result in substantive changes to regulatory requirements in the UK over time. Ongoing regulatory evolution and divergence between the UK and EU regimes could impact the Funds and their investments, including through increased costs, complexity, or new restrictions on crossborder access between the EU and non-EU jurisdictions. The legal, political, and economic impacts resulting from Brexit continue to affect both EU- and UK-based businesses. Disruptions in trade and changes to cross-border procedures and rules have required ongoing adaptation by businesses, including those in which the Funds may invest. Continued regulatory divergence and uncertainty may affect the business environment in the UK and EU member states, which could have a material impact on the Funds and their investments. Alternative Investment Fund Managers Directive. Directive 2011/61/EU of the European Parliament and of the Council dated 8 June 2011 on Alternative Investment Fund Managers, as amended by Directive 2024/927/EU and as implemented in any relevant jurisdiction, together with Commission Delegated Regulation (EU) No 231/2013, as well as any similar or supplementary law, rule or regulation, in each case as amended from time to time, including as implemented in the United Kingdom (the “UK”) pursuant to applicable legislation including the UK Alternative Investment Fund Managers Regulations 2013/1773, and retained and amended from time to time (the “AIFMD”) regulates the activities of certain private fund managers undertaking fund management activities or marketing fund interests to investors in the European Economic Area (“EEA”) and the UK respectively. If a Fund is offered to or placed with investors domiciled or having their registered office in the EEA or the UK: (a) such Fund, MDP, and the General Partner will be subject to certain reporting, disclosure (including information relating to a Fund’s investments) and other compliance obligations under the AIFMD or the AIFM Law which will result in the Fund incurring additional costs and expenses; (b) the Fund, MDP, and the General Partner may become subject to additional regulatory or compliance obligations arising under national law in certain EEA jurisdictions or the UK (which jurisdictions may interpret the requirements imposed by the AIFMD in different manners), including the requirement to appoint a depositary in certain EEA jurisdictions, which may result in the Fund incurring additional costs and expenses, delay the Fund’s capital raising

process and in turn reduce the speed with which MDP can deploy the capital raised, or otherwise affect the management and operation of the Fund; (c) MDP or the General Partner will be required to make detailed information relating to the Fund and its investments available to regulators and third parties; and (d) the AIFMD will also restrict certain activities of such Fund in relation to EEA or UK portfolio companies including, in some circumstances, such Fund’s ability to recapitalize, refinance or potentially restructure a portfolio company within the first two years of ownership, which may in turn affect the operations of such Fund generally. In addition, it is possible that some EEA member states will elect to restrict or prohibit the marketing of non-EEA funds to investors based in those EEA jurisdictions, which may make it more difficult for a Fund to raise its targeted amount of capital commitments. As a non-EEA or non-UK AIFM, the Adviser is not required to comply with all of the requirements set out in the AIFMD or the AIFM Law. Accordingly, and subject to the below, investors in the Fund will not receive the full protections or benefits available under AIFMD or the AIFM Law, which would otherwise be available to investors in a fund managed by an EEA AIFM or UK AIFM. The European Union (“EU”) is implementing Directive 2024/927/EU to amend AIFMD (“AIFMD II”). AIFMD II will impose obligations including: (i) minimum substance considerations that EU regulators will need to take into account during the AIFM authorization process; (ii) enhanced requirements around delegation, including additional reporting requirements in relation to delegation arrangements; (iii) new requirements applying to Alternative Investment Fund Managers (“AIFMs”) managing funds that originate loans; (iv) increased investor pre-contractual disclosure requirements, notably around fees and charges; and (v) a prohibition on non-EU AIFMs and Alternative Investment Funds (“AIFs”) established in jurisdictions identified as “high risk” countries under the European Anti-Money Laundering Directive (as amended) or the revised EU list of non-cooperative tax jurisdictions. The final text of AIFMD II was published in the Official Journal of the European Union in March 2024, with AIFMD II due to be implemented by EU Member States from April 2026. It is possible that AIFMD II may require additional costs, expenses and/or resources, as well as restricting or prohibiting certain activities. The Adviser is a non-EEA AIFM. Non-EEA AIFMs are expected to be subject to reporting and disclosure requirements under AIFMD II as well as the prohibition in respect of “high risk” jurisdictions for anti-money laundering and tax purposes. The application of other AIFMD II requirements may depend on how far individual EEA Member States elect to apply AIFMD II to non-EEA AIFMs. This may affect a Fund’s implementation of its strategy, and/or lead to increased legal and compliance costs, in one or more EEA Member States. The AIFMD does not apply where an investor approaches MDP, the General Partner or a Fund to invest in, or request information on, such Fund at its own initiative (known as reverse solicitation). Where information is provided in response to a reverse solicitation request by a prospective investor, such investor will not benefit from any protections or rights under the AIFMD in respect of any resulting subscription for limited partner interests in the applicable Fund. Further, there is a risk that an EEA member state or UK regulatory authority or government may reach a different conclusion than MDP or the General Partner as to whether reverse solicitation applies and find that the AIFMD did apply to MDP, the General Partner or such Fund. Such a finding, or the finding

of any other breach of the AIFMD may result in a regulatory or governmental authority or court in the relevant EEA member state or the UK requiring MDP, the General Partner or the applicable Fund to return any capital or other funds to investors or otherwise seeking to take other enforcement or remedial action against MDP, the General Partner and/or the Fund. This may result in a reduction in the overall amount of capital available to the applicable Fund, which limits, in turn, the range of investment strategies and investments that the Fund is able to pursue and make or otherwise result in a loss to the Fund. The costs and expenses incurred in connection with complying with AIFMD or otherwise marketing the Funds to investors in the EEA or the UK will be expenses of the applicable Fund and thus be borne by all investors in the Fund. Marketing in Non-U.S. and Non-EEA Jurisdictions. Some Funds will be marketed to investors in jurisdictions outside of the United States and the EEA. Such jurisdictions may impose additional regulatory obligations in connection with the offering of interests in, and the ongoing operation of, such Funds which may result in such Funds incurring additional fees, costs and/or expenses. The laws and local marketing practices in such jurisdictions may be complex, particularly for a U.S.based private equity fund. Among other things, the Funds, MDP and/or their respective affiliates may (i) be required to make additional disclosure about a Fund and/or its partners, (ii) engage local counsel or other local agents, and/or (iii) pay filing or other offering-related fees and be exposed to potential penalties and other liabilities. Any fees, costs and/or expenses incurred by a Fund, MDP and/or their respective affiliates in connection with complying with any non U.S. and nonEEA regulatory regime or otherwise marketing a Fund to investors in jurisdictions outside of the United States and the EEA will be expenses of such Fund and thus borne by all investors of that Fund. High-Net-Worth Investors. Investors in historical Funds have been largely comprised of institutional investors. In recent years, the Funds have increasingly accepted high-net-worth individual investors through various distribution channels, including indirectly through third-party managed vehicles sponsored by banks, independent investment advisors and/or third-party feeders. Accessing individual investors and offering Fund investment opportunities directed at such investors exposes MDP to new and greater levels of risk, including heightened litigation and regulatory enforcement, an increased compliance burden, and more complex administration and accounting operations. MDP may also be subject to claims which could result in civil lawsuits, regulatory penalties and/or enforcement actions. MDP expects the direct or indirect exposure to high-net-worth individuals to increase over time. Data Privacy and Data Protection Compliance. MDP, the General Partners, the Funds and their portfolio companies may be subject to information security, data protection and/or privacy laws and regulations in the jurisdictions in which they do business (collectively, “Privacy Laws”). Compliance with applicable Privacy Laws may require adhering to stringent legal and operational requirements, which could increase compliance costs and require the dedication of additional time and resources to compliance for such entities, which may increase over time. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions or other penalties or litigation, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance.

For example, failure to comply with the General Data Protection Regulation (EU) 2016/679 (the “GDPR”) or the UK implementation of the GDPR, could (in the worst case) attract regulatory penalties up to the greater of: (i) €20 million / £17.5 million (as applicable); and (ii) 4% of an entire group’s total annual worldwide turnover, as well as the possibility of other enforcement actions (such as suspension of processing activities and audits), and liabilities from third-party claims. As Privacy Laws are implemented, interpreted and applied, compliance costs for MDP, the General Partner, the Funds and their portfolio companies are likely to increase, particularly in the context of ensuring adequate data protection and data transfer mechanisms are in place. The operations of the General Partner, MDP, the Funds, their portfolio companies and/or each of their affiliates, including in the US, will be impacted by a growing movement to adopt comprehensive privacy and data protection laws similar to the GDPR, where such laws focus on privacy as an individual right in general. For example, the State of California passed the California Consumer Privacy Act of 2018 (as amended, the “CCPA”), which took effect on January 1, 2020. The CCPA generally applies to businesses that collect personal information about California consumers and meet certain thresholds with respect to revenue or buying and/or selling consumers’ personal information. The CCPA imposes stringent legal and operational obligations on such businesses as well as certain affiliated entities that share common branding. The CCPA is enforceable by the California Attorney General. Additionally, if unauthorized access, theft or disclosure of a consumer’s personal information occurs, and the business did not maintain reasonable security practices, consumers could file a civil action (including a class action) without having to prove actual damages. Statutory damages range from $100 to $750 per consumer per incident, or actual damages, whichever is greater. The California Attorney General also may impose civil penalties ranging from $2,500 to $7,500 per violation. Further, California passed the California Privacy Rights Act of 2020 (the “CPRA”) to amend and extend the protections of the CCPA. Under the CPRA, which became effective on January 1, 2023, California established a new state agency focused on the enforcement of its privacy laws, which may lead to greater levels of enforcement and greater costs related to compliance with the CCPA and CPRA. Certain jurisdictions, including states in the US, have either passed, proposed, adopted or are considering enacting laws and regulations similar to the CCPA, CPRA and GDPR, which, if enacted, could impose similarly significant costs, potential liabilities and operational and legal obligations. Such laws and regulations may vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability on regulated entities, which could include MDP, the General Partners, the Funds and/or their portfolio companies. OECD BEPS. Pursuant to the OECD’s Base Erosion and Profit Shifting (“BEPS”) Project, many non-U.S. jurisdictions have introduced domestic legislation implementing certain BEPS Actions. Depending on the jurisdictions in which the Funds invest and the implementation of the applicable tax laws, several areas of tax law addressed by the BEPS Project (including double taxation treaties) may be relevant to, and could adversely impact, the Funds’ ability to efficiently realize income or capital gains and to repatriate such amounts from the jurisdictions in which they arise to limited partners. Further to the BEPS Project, the OECD has published additional proposals (commonly referred to as “BEPS 2.0”), which propose fundamental changes to the international tax system. The

proposals are based on two “pillars” involving the reallocation of taxing rights and a new global minimum corporate tax rate. Subject to the development and implementation of the BEPS proposals, effective tax rates for the Funds’ investments could increase, including by way of higher levels of tax being imposed than is currently the case, possible denial of deductions, increased withholding taxes and/or profits being allocated differently, and penalties could be due. This could adversely affect limited partner returns. The BEPS 2.0 pillars must be implemented through domestic legislation of the relevant jurisdictions and various non-U.S. jurisdictions have begun implementing such rules, although implementation varies by jurisdiction. The timing, scope and implementation of applicable provisions into the domestic law of relevant countries remains subject to significant uncertainty, and the content of existing and future OECD guidance (and its consistency with current international tax principles or with implementing legislation of relevant countries) also remains uncertain. The implementation of BEPS and BEPS 2.0 in relevant jurisdictions is complex and likely to remain uncertain for a number of years. Tax Information Exchange Regimes; FATCA Withholding Tax on Certain Non-U.S. Entities. The United States, pursuant to FATCA, has entered into numerous intergovernmental agreements with various jurisdictions concerning the exchange of information as a means to combat tax evasion. Many countries have entered into similar agreements with various jurisdictions. Other countries are also considering such agreements, and the Organisation for Economic Co-operation and Development has developed a worldwide tax information exchange standard pursuant to which many countries have now signed multilateral agreements for the exchange of information. One or more of such information exchange regimes are likely to apply to the Funds and/or any alternative investment vehicles, and may require MDP to collect and share with applicable taxing authorities information concerning investors, and in certain instances, information concerning the beneficial owners of investors (including identifying information and amounts of certain income allocable or distributable to them). A limited partner’s failure to provide required certifications or other information may result in withholding taxes, government-imposed penalties, expulsion from a Fund and/or alternative investment vehicles or other potential remedies. In addition, FATCA generally imposes a withholding tax of 30% on a non-U.S. entity’s share of certain payments attributable to investments in the United States, including dividends and interest, unless such entity complies with the FATCA requirements applicable to it. The Funds may be required to withhold such taxes from certain non-U.S. limited partners, unless an exception applies. Tax Reform Risks; Changes in U.S. Federal Income Tax Law. Tax law is subject to change and various historic and current legislative proposals could affect the Funds and the investors. Under current U.S. federal income tax law, certain income allocations to service providers by partnerships such as a Fund (including capital gains in respect of a General Partner’s right to Carried Interest) will be subject to a three-year “holding period” in order to be classified as “long term capital gains,” while the corresponding holding period requirement with respect to capital gains that Fund Investors are allocated is one year. This carried interest holding period requirement could affect investment decisions, including the timing and structure of dispositions and other realization events, and could adversely impact returns for investors. For example, the holding period requirement may incentivize the General Partner to cause a Fund to hold an investment for longer than three years in order for the General Partner to obtain a preferential tax rate on Carried Interest,

even if there are attractive realization opportunities prior to that time. In addition, this three-year holding period requirement for long-term capital gains treatment in respect of carried interest may create an incentive for the Principals to cause a Fund to waive or defer the distribution or allocation of carried interest to the General Partner, potentially changing the character or amount of income allocated to limited partners. This may also reduce the returns of the Principals, employees, or other individuals associated with a Fund who were or may in the future be granted direct or indirect interests in the General Partner, which may make it more difficult for the General Partner and its affiliates to incentivize, attract and retain individuals to perform services for a Fund. These same issues may also apply to officers, directors, and employees of a Fund’s portfolio companies if such persons receive a profits interest in such companies. A General Partner may also structure an investment or a transaction in a manner to mitigate or reduce the adverse tax consequences related to holding period requirements, which may cause a Fund to incur additional costs and expenses to implement. A General Partner and MDP may take these potential adverse consequences into account in their management and operation of the Funds and in addressing these adverse consequences, the interests of the General Partner and the Adviser, on the one hand, may diverge from the interests of the investors, on the other hand. Taxes in Excess of Distributions; “Phantom” or “Dry” Income. The Funds are expected to be treated as a partnership for U.S. federal income tax purposes. Each investor will be taxed on its share of taxable income from the Funds, regardless of whether it has received any distributions from such Funds. Such taxable income is commonly referred to as “phantom” or “dry” income. Because of the nature of the Funds’ investment activities, the Funds may generate taxable income in excess of cash distributions to investors, and no assurance can be given that the Funds will make cash distributions to cover such tax liabilities as they arise. Accordingly, each investor should ensure that it has sufficient cash flow from other sources to pay all tax liabilities resulting from such investor’s interests in the Funds. Tax Liability Considerations. The General Partner, on behalf of the Funds, may take positions with respect to certain tax issues that depend on legal and other interpretive conclusions. Should any such positions be successfully challenged by a taxing authority, a Fund Investor might be found to have a different tax liability for that year than was reported on its federal income tax return. In addition, a taxing authority’s review may result in a review of the returns of some or all of such Fund’s investors, which examination could result in adjustments to the tax consequences initially reported by such Fund and affect items not related to an investment in the Fund. If such adjustments result in an increase in tax liability for any year, such Fund or one or more of such Fund’s investors may also be liable for interest and penalties with respect to the amount due. The legal and accounting costs incurred in connection with any taxing authority’s review of tax returns will be borne by such Fund. The cost of any review of an investor’s tax return will be borne solely by the investor. Tax in Non-U.S. Jurisdictions. The Funds, and/or any vehicle in which a Fund has a direct or indirect interest and/or the investors may be subject to tax, including transfer taxes, in jurisdictions in which any such vehicles are incorporated, organized, controlled, managed, have a permanent establishment or are otherwise located and/or in which investments are made and/or with which investments have a connection. The Funds and/or its investors may be subject to tax or incur nonU.S. tax return (or other tax) filing obligations. Taxes such as withholding tax, branch tax or similar

taxes may be imposed on profits of, or proceeds arising to, the Funds from investments in such jurisdictions. Withholding tax may also be imposed on payments (for example interest payments) from such jurisdictions to ‘non-cooperative’ or ‘blacklist’ jurisdictions. In addition, local tax incurred in such jurisdictions may not be creditable to, or deductible by, investors in their respective jurisdictions (including the United States). Pay-to-Play Laws, Regulations and Policies. A number of U.S. states and municipal pension plans have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict or require disclosure of payments to, and/or certain contacts with, certain officials by persons and entities seeking to do business with such governmental entities, including those seeking investments by public retirement funds. In addition, the SEC has adopted a rule that, among other things, prohibits an investment adviser from providing advisory services for compensation to a government client for two years after such investment adviser or certain of its executives or employees makes a contribution to certain elected officials or candidates. If MDP, a General Partner, any of their employees or affiliates, or any service provider acting on their behalf fails to comply with such laws, regulations or policies, such non-compliance may have an adverse effect on MDP, the Funds, and the General Partners. Fund Investors may also seek to pursue individual remedies, including withdrawal rights, which may be afforded in side letters or otherwise imposed by applicable law, regulation or policy. Sanctions Compliance Considerations. Economic sanction laws in the United States and other jurisdictions may prohibit or otherwise restrict the General Partner, the Funds, the portfolio companies and their respective officers, directors and employees from engaging in transactions in or relating to certain countries and relating to certain individuals and entities. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and U.S. Department of State administer and enforce laws, executive orders and regulations establishing U.S. economic and trade sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These persons and entities include specially designated nationals and other persons and entities targeted by OFAC sanctions programs. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. These types of sanctions and similar laws and regulations in non-U.S. jurisdictions may significantly restrict the Funds’ direct or indirect investment activities (and the applicable portfolio companies) in certain countries. The economic sanctions and related laws of different jurisdictions in which the Funds make investments also may conflict with one another, such that compliance with all applicable laws may be difficult or even impossible. The costs of monitoring compliance with OFAC or other relevant sanctions can be significant. Failure by the General Partner, the Funds or any of the Funds’ portfolio companies to comply with OFAC or other relevant sanctions could have serious legal and reputational consequences, including civil and criminal penalties, which in turn could materially and adversely affect the results of operations of the Funds and/or a portfolio company. Changes in sanctions may require the Funds or their portfolio companies to refrain from engaging in certain business, or to terminate ongoing business, including on terms that may not be commercially attractive.

If after subscribing to a Fund, an investor is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including OFAC or equivalent non-U.S. authorities), the General Partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Funds with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant investor and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on a Fund’s activities, could materially and adversely affect a Fund. Anti-Money Laundering Laws. In connection with the prevention of money laundering under applicable laws (including those enacted by the U.S. Treasury, Financial Crimes Enforcement Network (“FinCEN”) in 2024), the Funds will require such information as is necessary to verify a prospective investor’s identity, disclosure of its beneficial owner(s), the source of such prospective investor’s funds. The Funds will also require any other information as is necessary to comply with applicable sanctions and any customer identification programs required by FinCEN, the SEC and any other applicable regulatory body, and to take such other actions that are necessary to enable it to comply with applicable anti-money laundering laws. In the event of a delay or failure by a prospective investor to produce any such information required for verification purposes, a Fund may refuse to admit such investor to the Fund or consent to any transfer of a limited partner interests in the Fund. As a result, the General Partner expects to request (outside of the subscription process), and investors will be obligated to provide to the General Partner as appropriate upon such request, additional information as may be required for MDP or the Funds to satisfy their respective obligations under these and other laws that may be adopted in the future. Also, MDP and/or the Funds and their portfolio companies will be obligated to provide information to regulatory authorities and financial institutions in various jurisdictions with regard to, among other things, the identity of the investors and suspicious activities involving limited partner interests in the Funds. In the event it is determined that any investor, or any direct or indirect owner of any investor, is a person identified in any of these laws as a prohibited person, or is otherwise engaged in activities of the type prohibited under these laws, the General Partner may be obligated to suspend acceptance of such investor’s contributions, to withhold distributions of any funds otherwise owing to such investor or to cause such investor’s interest in a Fund to be cancelled or otherwise redeemed (without the payment of any consideration in respect of such interest in such Fund), and to file (or direct its custodial banks to file) required notifications of such actions with the Treasury Department or other regulatory authorities. These and other laws or regulations may presently or in the future require the Funds, MDP, or other service providers or transaction counterparties to the Funds to establish additional antimoney laundering procedures, to collect information with respect to investors and their beneficial owners, to share information with governmental authorities with respect to investors and their beneficial owners, and/or to implement additional restrictions on the transfer of limited partner interests in the Fund. Moreover, in connection with due diligence a Fund conducts on its potential investments and portfolio companies, a Fund expects to request certain information from such companies, their controlling shareholders, ultimate beneficial owners and management team members as part of MDP’s anti-money laundering policies and procedures. The cost of complying with the foregoing

anti-money laundering activities may be borne by a Fund in accordance with its Governing Documents. Anti-Corruption & Anti-Boycott Considerations. The U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“UKBA”) and other anti-corruption and anti-bribery laws, as well as U.S. anti-boycott regulations may impact the General Partner, the Funds and the Funds’ portfolio companies. Such laws and regulations may make it difficult in certain circumstances for a Fund to act successfully on investment opportunities or to obtain or retain business. In recent years, U.S. regulators have been increasingly focused on private equity sponsors’ compliance with the FCPA. Any determination that the Adviser, the Funds, the portfolio companies or any of their respective officers, directors or employees has violated the FCPA, the UKBA or other applicable anti-corruption laws, anti-bribery laws, or U.S. anti-boycott regulations, could subject it to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and/or a general loss of investor confidence, any one of which could adversely affect the Funds’ and the Adviser’s business prospects, financial position and/or portfolio companies, as well as the ability to achieve its investment objective and/or conduct its operations. Antitrust Laws, Regulation and Enforcement. The growth of the private equity industry and the increasing size and reach of private equity transactions has prompted additional governmental attention to the industry and its practices. Acquisition by the Funds of equity securities may result in reporting and compliance obligations under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Clayton Antitrust Act of 1914, as amended, and other similar laws, rules and regulations in non-U.S. jurisdictions (“Antitrust Laws”). Filing fees under Antitrust Laws are expected to be significant, as may be penalties for non-compliance with applicable filing requirements or other requirements. Failure to comply with Antitrust Laws could also result in civil damages actions. Relevant obligations under Antitrust Laws often include observing a preclosing waiting period during which antitrust regulators may investigate whether the proposed investment would inappropriately lessen competition. Antitrust regulators may also extend applicable pre-closing waiting periods if an investigation is underway, investigate closed investments or proposed investments that are not reportable under Antitrust Laws and/or obtain agreement from the General Partner to notify them in the future of such non-reportable proposed transactions. In addition, antitrust regulators may, depending on the jurisdiction, unilaterally determine to block an investment or seek a court order prohibiting the investment, and even in the absence of such a regulatory action, an extended investigation may cause a date to be reached (the “outside date” or “end date”) on which a proposed but unconsummated investment may be terminated by either or both parties. MDP and/or its counterparty is permitted to agree with antitrust regulators to sell assets of the target company, the Funds or its affiliates (including portfolio companies of the other Funds), or accept restrictions on its freedom of action with respect thereto, to resolve regulatory concerns and permit a proposed investment to close. MDP is also permitted to agree to sell or accept restrictions on its freedom of action with respect to Fund investments to resolve concerns with investments by other Funds. Antitrust Laws and agreements with regulators may also cause a Fund to sell all or a part of certain portfolio companies on a timeline or in a manner deemed undesirable by MDP or may limit the ability of one or more portfolio companies to conduct their intended business in whole or in part. Accordingly, compliance with Antitrust Laws could significantly delay the closing of a transaction, lead to deal

abandonment, increase the cost of operating the Funds and the portfolio companies, require a portfolio company to divest of certain assets, require the Funds to remove MDP designated directors on its portfolio companies, and/or infringe upon the ability of the Funds and their portfolio companies to engage in certain transactions. EU Subsidies Regime. The European Council has adopted the Foreign Subsidies Regulation (FSR) that applies to all economic activities in the EU. It is a mandatory and suspensory notification obligation for transactions resulting in a concentration (merger, acquisition, JV), and meeting certain monetary thresholds. The European Commission has the power to investigate financial contributions granted by non-EU countries to companies engaging in an economic activity in the EU and redress, if needed, their distortive effects. Compliance with these laws could significantly delay the closing of a transaction, lead to deal abandonment and increase the cost of operating the Funds and the portfolio companies. CFIUS & National Security/Investment Clearance Considerations. Certain investments by the Funds that involve the acquisition or sale of a business connected with or related to national security or critical infrastructure, critical technology, or sensitive personal data may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) and/or non-U.S. national security/investment clearance regulators (each, an “FDI Regulator”). In the event of such review in connection with a Fund’s proposed investments or existing portfolio companies, there can be no assurances that such Fund will be able to maintain, or proceed with, such investments or sale of such portfolio companies on terms acceptable to such Fund. Any limitations or restrictions, to include the blocking of the transaction or exclusion of one or more limited partners from participation, imposed by an FDI Regulator may prevent the Funds from maintaining or pursuing investments or sale transactions, which could adversely affect the Funds’ performance with respect to such investments (if consummated) and thus the Funds’ performance as a whole. In addition, where non-U.S. investors are expected to comprise a substantial portion of the Funds’ aggregate commitments, both the risk that investments may be subject to review by FDI Regulators, and the risk that limitations or restrictions will be imposed by FDI Regulators on the Funds’ investments is increased. In addition, certain investments by a Fund that involve the acquisition or sale of a business that holds a U.S. Government facility clearance for purposes of performing work that requires access to classified information may be subject to pre- or post-closing review or approval by the Cognizant Security Agency (CSA) to assess whether the investment poses risks from a national security perspective, and certain sensitive contracts with the U.S. Government may impose similar disclosure obligations, which could result in the imposition of measures to mitigate identified foreign ownership, control, or influence (FOCI) considerations or the revocation of the facility clearance. Any FOCI mitigation imposed on the portfolio company or the loss of a facility clearance or similar accreditation may affect the business of the portfolio company and the associated value of the investment. In the event that a contemplated transaction may fall under the jurisdiction of any FDI Regulator or lead to a pre- or post-closing review or approval by a prospective CSA or Government customer agency due to the non-U.S. status of an investor or group of investors or other considerations related to the jurisdiction of any FDI Regulator or interests of any CSA, the General Partner is

permitted to restrict such investor’s or group of investors’ ability to invest in any such portfolio investment and further, if applicable, restrict such investor’s or group of investors’ rights to participate in or vote on certain decisions of the Advisory Board with respect to such investment. However, there can be no assurance that any restrictions implemented on any such investor or group of investors will allow the Funds to maintain, or proceed with, any investment or sale of a portfolio company. For transactions for which approval by an FDI Regulator or review or approval by a CSA or customer agency is being sought (including in connection with a Fund’s initial acquisition, add-on acquisitions or a disposition), the Fund, portfolio company and a governmental entity could address perceived threats to national security or other relevant concerns through mitigation measures, including contractual undertakings with such governmental entity, board resolutions, or other national security agreements (e.g., proxy agreements). Such measures could include the disclosure of certain identifying information relating to some or all of the limited partners to the applicable regulator, and/or, in certain circumstances, filing requirements being imposed on one or more limited partners and/or co-investors. RISKS RELATING TO ILLIQUIDITY AND DISTRIBUTIONS Limited Transferability of Fund Interests. There will be no public market for interests in the Funds, and none is expected to develop. There are substantial restrictions upon the transferability of interests in the Funds under the Governing Documents and applicable securities laws. In general, withdrawals of Fund interests are not permitted other than in certain circumstances described in the Governing Documents. In addition, Fund interests are not redeemable. Illiquidity; Lack of Current Distributions. An investment in a Fund should be viewed as an illiquid investment. It is uncertain as to when a return of capital or profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold or experience another liquidity event, such as an initial public offering at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating the Funds (including the Management Fees) may exceed its income, thereby requiring that the difference be paid from the Funds’ capital, including without limitation, unfunded commitments. A Fund’s ability to dispose of investments may be limited for several reasons (some or all of which may be outside of such Fund’s control), including the absence of an established market for such investments, as well as contractual and other limitations on transfer or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms upon which a disposition could be made. Any possibility of a disposition in the public markets will depend upon favorable market conditions, including receptiveness to initial or secondary public offerings for the companies in which the Funds invest and an active mergers and acquisitions (or recapitalizations and reorganizations) market, among other factors.

In-Kind Distributions. The Funds may make distributions in-kind (including of its portfolio company securities) to the extent permitted by the applicable Governing Documents (including as part of a continuation fund transaction). In the event an in-kind distribution is made, securities or other property distributed shall be valued and accounted for as provided in the applicable Governing Documents. Investors who hold or receive portfolio company securities may liquidate such holdings within a short period of time, which could have an adverse impact on the price of such securities held by other investors. It may be difficult to liquidate such securities or property at a price or within a time period that is determined to be ideal by an investor. Specifically, an investor may not be able to sell such securities or other property at a price at which such shares were valued by the Adviser in the distribution. The value used to determine the applicable Carried Interest with respect to such distribution may be higher than the value obtained by an investor in a sale of the securities or other property received. Under the Governing Documents, Carried Interest is calculated on the gross value of the distribution (prior to taking into account any fees and expenses of selling the securities received in such distribution). Furthermore, securities or other property distributed in-kind may not be readily marketable or saleable and may have to be held by investors for an indefinite period of time. Loans in Lieu of Distributions. To the extent set forth in Governing Documents, certain distributions to the General Partner are permitted to be deferred to the extent the amount distributable exceeds the General Partner’s tax basis in a Fund. In such case, the deferred distribution amount may be loaned by a Fund to the General Partner. Any interest accruing with respect to such a loan will be allocated and distributed solely to the General Partner. Valuation of Assets. Generally, there will be no readily available market for a substantial number of the Fund’s investments, and hence, most of the Funds’ investments will be difficult to value. When estimating fair value, MDP will apply a methodology it determines to be appropriate based on accounting guidelines and the applicable nature, facts and circumstances of the respective investments, which methodology may change over time, including with respect to a particular investment. MDP also considers other factors that provide an overall perspective on the value of the investment, including, but not limited to, current market and economic conditions (including with respect to volatility), revenue and margin metrics, original acquisition multiples, implied multiple from company-specific transactions, market multiples of comparable companies, third party offers, current and projected operating performance and risks, impact of fluctuations in foreign currency exchange rates, leverage ratios, debt covenant risk and reliability of pricing sources. The factors that MDP considers and the weight given to such factors is subject to MDP’s discretion and may change over time, including with respect to a particular investment or industry, and MDP makes valuation determinations based on information available to it at such time. Valuations are subject to multiple levels of review for approval and are valued in accordance with the principles set forth in MDP’s Valuation Policy. As a general matter, investors will not have access to the details of MDP’s valuation methodologies or to the information utilized by MDP in applying such methodologies. In addition, a Fund’s Advisory Board generally reviews valuations on a quarterly basis but has the ability to contest valuations only to the extent set forth in the applicable Fund’s Governing Documents. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and will often differ from the prices at which such securities may ultimately be

sold. Third party pricing information may at times not be available regarding certain of a Fund’s assets. The exercise of discretion in valuation by MDP gives rise to conflicts of interest, because valuations (including, for instance, determination of whether and when an investment should be permanently written down or written off (in accordance with the Adviser’s procedures)) impact MDP’s track record, Management Fees, and the amount and timing of distributions and/or giveback of Carried Interest, which incentivizes the Adviser to refrain from writing down or writing off investments. As a result, there will be circumstances where MDP is incentivized to determine valuations that could be higher than the actual fair value of investments. There can be no assurances that the value for a particular portfolio company will be obtained and actual results often vary significantly from the valuations. See “Fee and Carried Interest Structure” under Item 11 for more information. RISKS RELATING TO THE GENERAL PARTNER’S RECEIPT OF FEES AND CARRIED INTEREST Transaction Fee Acceleration or Settlement. 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 the Adviser 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 hold period of such investment (which would result in a higher amount being paid than would have otherwise been the case without the acceleration). Advance payments of monitoring fees generally do not need to be repaid by MDP to a portfolio company after a Fund sells its remaining shares in such portfolio company. The payment of these fees could benefit the General Partner disproportionately vis-à-vis its limited partners. In addition, the Adviser or the General Partner are permitted to waive their respective rights to some or all of any such Transaction Fees in its discretion (both voluntarily and on a negotiated basis with selected investors via side letter) after taking into account various factors, including the General Partner’s assessment of (a) in the case of an initial public offering, how payment of such accelerated or settlement fee might affect the success of such offering and whether and the extent to which director fees will be paid to MDP active partners of the General Partner for their board services after such offering, (b) the portfolio company’s financial condition and performance of the Fund’s investment in such portfolio company, (c) the amount of fees (including such accelerated or settlement fee) received by other investors in such portfolio company and (d) the effect of such accelerated or settlement fee on the equity of or management’s equity incentives in such portfolio company. General Partner’s Carried Interest. The fact that the General Partner’s Carried Interest is based on a percentage of net profits creates an incentive for the General Partner to cause a Fund to make riskier or more speculative investments or to hold on to an investment longer or shorter than otherwise would be the case in the absence of such performance-based compensation. OTHER RISKS

Significant Adverse Consequences for Default. The Governing Documents of the Funds provide for significant adverse consequences in the event a limited partner defaults on its commitment or any other payment obligation. In addition to losing its right to potential distributions from the Funds, a defaulting limited partner may be forced to transfer its limited partner interest in the Funds for an amount that is less than the fair market value of such limited partner interest and that may be paid over a period of up to ten years, without interest. If a limited partner fails to pay installments of its commitment when due, and the amount of capital contributions made by the non-defaulting investors plus any borrowings made by the applicable Fund is inadequate to cover the defaulted capital contribution, such Fund may be unable to pay its obligations when due. As a result, such Fund may be subjected to significant penalties that could materially and adversely affect returns to its limited partners (including to non-defaulting limited partners). In addition, the batching of capital calls (including amounts that would have represented multiple capital calls or investment closings absent the use of a subscription facility) results in fewer but larger capital calls which may amplify the magnitude of potential defaults by limited partners. To the extent a subscription facility is due upon demand by a lender (based on the terms of such facility, upon an event of default or otherwise), such a demand may be issued at an inopportune time at which liquidity is generally constrained, potentially resulting in greater defaults (both in magnitude and frequency) as a result of such liquidity constraints and/or limited partners facing similar capital calls in multiple funds and being unable to satisfy all such demands simultaneously. Moreover, the existence of a subscription facility (or credit agreement generally) may impose restrictions on the General Partner’s ability to consent to the transfer of a limited partner’s interest in a Fund or impose concentration or other limits on the Fund’s investments, and/or financial or other covenants, that could affect the implementation of the Fund’s investment strategy and/or impair a limited partner’s ability to transfer its interest in a Fund. Subsequent Closings and Dilution. Investors admitted or who increase their respective capital commitments to the Funds at subsequent closings generally will participate in then-existing investments of the Funds, thereby diluting the interest of existing investors in such investments. Although any such new investor generally will be required to contribute its pro rata share of previously made capital contributions and a yield thereon, there can be no assurance that this contribution will reflect the fair value of the Funds’ existing investments at the time of such contributions. This dilution risk can result in conflicts of interest between the General Partner and limited partners, including but not limited to, unrealized investments that have appreciated in value and the General Partner’s interests to increase Fund size and resulting Management Fees and additional Carried Interest potential. To the extent investors participate or increase their commitments in closings after a Fund’s “effective date” (as defined in the applicable Governing Documents), such investors will bear Management Fees from the effective date in addition to an interest component payable to MDP or an affiliate. Transfer by General Partner. To the extent the General Partner, its partners, the Principals and/or their respective affiliates commit to make a direct or indirect investment in or alongside the Funds, a material participation in or a portion of such investment may thereafter be transferred to others, subject to any express limitations thereon in the Governing Documents. Any such transfer is likely

to create misalignment of incentives as between the General Partner and the applicable Fund’s limited partners. Uncertain Economic, Social and Political Environment. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world (e.g., the Russia-Ukraine conflict and the Israel-Hamas war), fear of terrorist activity and/or military conflicts, public health emergencies, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of the Funds and their portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by the Funds and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon the Funds’ portfolio companies. Market Conditions. The capital markets experience volatility (which may be material). Moreover, governmental measures undertaken in response to material volatility (whether regulatory or financial in nature) may have a negative effect on market conditions. The Funds’ investment activities are impacted by general economic and market conditions, such as interest rates, availability and spreads of credit, lack of price transparency, credit defaults, bank failures or receiverships, inflation rates, economic uncertainty, changes in tax, currency control and other applicable laws and regulations, trade barriers, and national and international political environmental and socioeconomic circumstances. Fluctuations in economic and market conditions generally may reduce the availability of attractive investment opportunities for the Funds, the Funds’ access to capital and the ability to utilize leverage, and may affect the Funds’ ability to make investments, execute on the Funds’ investment strategy, and the value of the investments held by the Funds. Among other things, the ability for a Fund and its investments to borrow on attractive terms may be adversely affected. Market conditions may change substantially between the time of a Fund’s initial investment in a portfolio company and the time of an exit or anticipated exit, and such changes in market conditions may materially and adversely impact the ability of MDP to implement its original investment plan with respect to such portfolio company. For example, a portfolio company may be unable to access the financing necessary to implement planned acquisition or capital expenditure activities. It is possible that investments with floating interest rate loans may become

unable to meet their debt service obligations if their benchmark interest rates were to rise materially, or if these investments’ lenders or debt holders generally are unwilling to extend or refinance their loans or debt securities on similarly attractive terms. A Fund may, as a result, also be required to invest additional equity into portfolio companies, raising the costs to the Fund of acquiring businesses and/or limiting the diversity of the overall portfolio. Such events could also put pressure on asset and equities prices, which in turn could affect the performance of the Fund and the companies in which it invests, or limit the ability of portfolio companies to refinance debt or pay dividends. Higher inflation and rising input costs may also put pressure on a portfolio company’s profit margins. For example, heightened competition for workers, supply chain issues and rising energy and commodity prices have contributed to increasing wages and other inputs. If a portfolio company is unable to increase its revenue in times of higher inflation, its profitability could potentially be adversely affected. A rise in interest rates would likely result in higher financing costs for portfolio companies and could therefore result in a reduction in the amount of cash available for distribution by a Fund. In addition to inflation, possible stagflation resulting in slow economic growth, on the one hand, and increasing prices for goods and services sold, on the other hand, could also have an adverse effect on the Funds and their investments. Market disruptions in a single country could cause a worsening of conditions on a regional and even global level. Instability in the securities markets and economic conditions generally (including a slow-down in economic growth and/or changes in interest rates or foreign exchange rates) may also increase the risks inherent in the Funds’ investments and could have a negative impact on the performance and/or valuation of the portfolio companies. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. In the past, many private equity funds have looked to the public securities markets as a potential exit strategy and there can be no assurance, particularly given volatility in the financial markets and a potential lack of investor appetite for new issues in the public securities markets, that Funds will be able to exit from their investments in portfolio companies by listing their shares on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable a Fund to sell these securities when MDP believes it is most advantageous to do so, or without adversely affecting the stock price. Volatility and illiquidity in the financial sector may have a material adverse effect on the ability of the Funds to buy, sell and partially dispose of their portfolio company investments. Such adverse effects may include the requirement of the Funds to pay break-up, termination or other fees and expenses in the event such Funds are not able to close a transaction (whether due to the lenders’ unwillingness to provide previously committed financing or otherwise) and/or the inability of such Funds to dispose of investments at prices that MDP believes reflect the fair value of such investments. The impact of market and other economic events may also affect a Fund’s ability to raise funding in support of its investment objective. Advisory Board. The General Partner will appoint several limited partner representatives to the Advisory Board, which has the ability to review and waive compliance with certain provisions of the Governing Documents, including resolving potential conflicts of interest situations. The matters requiring Advisory Board approval are set forth in the Governing Documents and the General Partner may seek Advisory Board approval for other matters, including certain approvals

or consents required by the IAA. Pursuant to the terms of the Governing Documents, all Limited Partners are bound by the determinations of the Advisory Board, regardless of whether a Limited Partner is represented by a member of the Advisory Board. The Governing Documents will provide that, to the maximum extent not prohibited by applicable law, none of the Advisory Board members shall owe any fiduciary duties to a Fund or any other Partner. An Advisory Board member may consider the interests of the limited partner it represents over the interests of the limited partners as a whole when voting or consenting to any matter submitted to the Advisory Board. Members of the Advisory Board may have conflicts of interest that do not disqualify such members from voting or consenting to matters submitted to the Advisory Board for consideration or review. To the extent that a limited partner is not represented by a member of the Advisory Board, such limited partner will have no influence over matters submitted to the Advisory Board for review or approval. Public Health Emergencies. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and the outbreak of COVID-19, have resulted in historic market volatility and disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity and on the operations, financial condition and performance of any particular industry or business in ways that are impossible to predict, all of which may result in significant losses to the Funds. Pandemics and other public health emergencies could have a significant adverse impact and result in significant losses to the Funds. The extent of the impact on the Funds and their portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy a Fund intends to pursue, all of which could adversely affect a Fund’s ability to fulfill its investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of a Fund, its portfolio companies, the General Partner and MDP may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Business Continuity Planning Risk. In the event of unforeseen catastrophic events such as natural disasters, terrorist attacks and epidemics, MDP may initiate its business continuity plan to ensure business continuity and safeguard employee access to the resources and technology necessary to continue their responsibilities and meet portfolio company and investor needs. The business

continuity plan is evaluated to ensure that appropriate measures are put in place to manage any such catastrophic events. However, MDP is not able to predict the level of disruption that such catastrophic events may have on its operation or the ability of the plan to succeed in a time of crisis, such as the Firm’s cloud technology providers also having disruptions with their services. The implementation of the business continuity plan could affect the ability of the Firm to operate effectively, including the ability of personnel to function, communicate and carry out the Funds’ investment strategies and objectives. For example, MDP’s ability to conduct due diligence on potential portfolio company investments and monitor its current investments could be limited until its operations are no longer disrupted. Thus, its business continuity plan may be insufficient to continue operating the Firm’s business as usual. Similar types of operational risks are also present for the portfolio companies in which the Funds invest, which could have material adverse consequences for such companies and may cause the Funds’ investments to lose value. Cybersecurity Breaches and Other Issues. Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level, illustrating the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries. MDP, the General Partner, its Funds and their portfolio companies information and technology systems (“Systems”) may also be vulnerable to damage or interruption from computer viruses, ransomware or other attacks, network failures, computer and telecommunication failures, usage errors by their respective professionals, power outages and catastrophic events (including fires, tornadoes, floods, hurricanes, earthquakes and other similar events). If the Systems are compromised, become inoperable for extended periods of time or cease to function properly, MDP, the General Partner, the Funds and/or such portfolio companies may incur significant time or expense to fix or replace them and in seeking to remediate the effects of such issues. The failure of the Systems and/or of disaster recovery plans for any reason could cause a substantial disruption to the operations of MDP, the General Partner, a Fund, its portfolio companies and/or their respective service providers, including the ability to execute investment strategies, make distributions or access accounts, and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and beneficial owners of investors). Such a failure could harm the General Partner’s, a Fund’s and/or a portfolio company’s reputation, subject any such entity and its respective affiliates to legal claims and/or regulatory actions or otherwise adversely affect their business and financial performance. To the extent that a portfolio company, a Fund, the General Partner, MDP or one or more of their respective service providers is subject to cyber-attack or other unauthorized access is gained to their Systems, substantial losses may occur in the form of stolen, lost or corrupted: (i) data or payment information; (ii) financial information; (iii) software, contact lists or other databases; (iv) proprietary information or trade secrets; or (v) other items. Cyber incidents may also involve attempts to redirect investor capital contributions, portfolio company payments or other financial transfers through fraudulent wire instructions or payment diversion schemes, as well as unauthorized alteration or manipulation of data, including financial or operational information, which could impair decision-making, reporting accuracy or operational controls. In certain events, a failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. The use of internet- or cloud-based programs, technologies and data storage applications may heighten these risks, and the risks of attack may also be heightened in remote work environments. Any of such circumstances could subject a portfolio company, or a Fund, to substantial losses, including losses relating to:

misappropriation of assets, intellectual property or confidential information; corruption, deletion or destruction of data; physical damage and repairs to systems; reputational harm; financial losses from remedial actions; and/or disruption of operations. Third parties, including activist, criminal, nation-state or terrorist actors may also attempt to fraudulently induce employees, customers, third-party service providers or other users of MDP’s or a portfolio company’s systems to disclose sensitive information in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. These attempts may include impersonating the Adviser, its employees, its customers, its third-party service providers or other users of its Systems. The use of artificial intelligence has elevated the sophistication of such attempt. In addition, in the event that such a cyber-attack or other unauthorized access is directed at MDP or one of its service providers holding its financial or investor data, MDP, its affiliates or a Fund may also be at risk of loss, despite efforts to prevent and mitigate such risks under MDP’s and the General Partner’s policies and practices. Risks of Artificial Intelligence (“AI”). Recent technological advances in artificial intelligence and related machine learning technologies (collectively, “AI Technology”), as well as the rapid growth and widespread use thereof, pose risks to MDP, the General Partner, a Fund and its portfolio investments. AI Technology and its applications continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. Use of AI Technology, whilst increasingly prevalent, presents risks and challenges that could affect a Fund’s and its portfolio companies’ business, and any such change could render MDP’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. AI Technology, and the processes used to develop AI Technology, can raise privacy concerns, subjecting MDP, a Fund, its portfolio companies and their respective affiliates to legal liability, and brand or reputational harm. AI Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to review all data upon which AI Technology is trained, or which is otherwise utilized. Certain data in such models will inevitably contain a degree of inaccuracy and error - potentially materially so - and could be inadequate, biased or otherwise flawed. Similarly, it is not possible to review whether all relevant data has been used to develop the relevant models, the combined effect of which would be likely to degrade the effectiveness of AI Technology. Generative AI models, in particular, may produce inaccurate, misleading, or fabricated responses, which could adversely affect decisionmaking, investment processes, or operational outcomes. The use of generative AI also presents risks of "patent contamination," where exposure to third-party or open-source code or content may compromise the ability to obtain or enforce intellectual property protection. To the extent that MDP, a Fund and/or its portfolio investments use AI Technology, any such inaccuracies, errors or flaws could have adverse impacts on MDP, a Fund and/or its portfolio investments or MDP’s decision making and investment processes. Conversely, to the extent MDP’s competitors and their portfolio companies utilize AI Technology more extensively than MDP, there is a possibility that such competitors will gain a competitive advantage. MDP and its personnel reserve the right to use AI Technologies in connection with MDP’s business activities, including to support MDP’s due diligence and investment activities, and MDP intends to periodically evaluate and/or adjust internal practices governing use of AI Technology. Notwithstanding any such practices or any policies, MDP personnel, portfolio managers, senior executives, industry specialists, and other associated persons or any affiliates could, unbeknownst

to MDP, utilize AI Technology in contravention of such policies. MDP, a Fund and its portfolio investments could be further exposed to the risks of AI Technology if third-party service providers or any counterparties, whether or not known to MDP, also use AI Technology in their business activities. MDP will not be in a position to control the use of AI Technology in third-party products or services, including those provided by service providers of MDP, the Funds, their portfolio investments or their respective affiliates. The use of third-party or open-source AI tools may be subject to additional restrictions, licensing requirements, or open-source software obligations, and may increase the risk of intellectual property infringement or misappropriation claims. Furthermore, AI Technology may be used by third parties for criminal, fraudulent, or negligent purposes, including against MDP, a Fund, or the portfolio companies, potentially resulting in financial loss, data breaches, or other harm. Use of AI Technology by any of the persons or entities described in the previous paragraph could include the input of confidential information, including material non-public information, either by third parties in contravention of non-disclosure agreements, or by MDP personnel, advisors and affiliates in contravention of MDP’s policies, contractual or other obligations or restrictions to which any of the foregoing or any of their affiliates or representatives are subject to, or otherwise in violation of applicable laws or regulations relating to treatment of confidential and/or personally identifiable information (including material non-public information). By inputting data into AI Technology, such confidential information may become part of a dataset that is accessible by other third-party AI Technology applications and users. Further, some AI Technology scenarios may present ethical issues. For example, if MDP uses, enables or offers AI Technology that are controversial because of their impact on human rights, privacy, employment or other social issues, MDP, the Funds and/or their portfolio investments may incur legal liability or experience brand or reputational harm. In addition, the use of open-source AI Technology may require compliance with specific open-source license terms, including obligations to disclose source code or modifications, which could affect proprietary rights or business operations. Intellectual property ownership issues, licensing and privacy rights surrounding AI Technology are evolving, which may expose MDP, the Funds or their portfolio companies to claims of intellectual property infringement or misappropriation, including as a result of the use of opensource AI Technology, or privacy rights violations, or result in inquiries by government bodies or agencies. For example, the U.S. Federal Trade Commission and other federal agencies have initiated multiple AI-related inquiries in 2023 and 2024 and sent requests to technology companies seeking additional information about their AI usage and policies, and the U.S. Congress is considering comprehensive AI legislation. Several U.S. states have enacted or proposed AIspecific regulations, which may impose additional compliance obligations. In the United Kingdom, the proposed AI bill has been delayed, resulting in regulatory uncertainty. In the European Union, the EU Artificial Intelligence Act, which came into force on August 1, 2024, will be implemented in stages, with certain obligations becoming effective in 2025 and full effectiveness starting August 2, 2026. The Act imposes risk-based requirements, including transparency, data governance, and human oversight obligations, and has extra-territorial application with significant potential maximum penalties for non-compliance: in the worst cases, up to the greater of: (i) €35 million; and (ii) 7% of an entire group’s total annual worldwide turnover. The EU is also considering the Digital Omnibus Package, proposed in November 2025, which may further regulate digital and AI services. These and other regulatory developments may

materially impact the ability of MDP, the Funds, their portfolio companies and/or their respective affiliates to utilize AI Technology, require changes to business practices, or result in increased compliance costs, operational restrictions, or legal exposure. Liability of Limited Partners. The Funds are typically formed as a limited partnership. Generally, a limited partner is not expected to be personally liable for the debts of the Funds, however, in the event a Fund is otherwise unable to meet its obligations, the limited partners may, under applicable law, be obligated to repay amounts previously received by them, subject to certain limitations set forth in the Governing Documents. In addition, a partner’s commitment is susceptible to risk of loss (i.e., the General Partner will be able to call capital from the partners) as a result of any liability of the Fund, irrespective of whether such liability is attributable to an investment to which such limited partner did not contribute any capital. Separate Agreements with Limited Partners. The rights, duties and obligations of a Fund’s partners are generally set out, and the treatment of limited partners is described, in the Governing Documents. However, the General Partner may enter into side letters or other similar agreements with one or more of a Fund’s limited partners. These side letters often entitle a limited partner to make an investment in a Fund on terms other than those described in the Governing Documents. Any such terms may be more favorable than those offered to any other limited partner, including with respect to: (a) economic arrangements (including alternative fee or other compensation arrangements); (b) excuse from participating in particular investments and/or withdrawal events; (c) additional or different reporting obligations of the Fund, the expense of which may be treated as a Fund expense; (d) the ability to transfer to affiliates or other parties; (e) co-investment opportunities; (f) limits on indemnification obligations; (g) withdrawal rights due to adverse tax or regulatory events or other circumstances; (h) consent rights to certain Governing Document amendments; (i) Advisory Board seats; (j) create obligations on the part of the Fund or the General Partner at the expense of the Fund that are for the benefit of such limited partners that are a party to such side letters or (k) any other matters described therein. In certain instances, a side letter entered into with a limited partner may have an adverse effect on a Fund or the other limited partners in that Fund; for example, if the General Partner or a Fund enters into a side letter entitling a limited partner to be excused from a particular investment or withdraw from the Fund, any election to be excused by such limited partner may increase other limited partners’ pro rata interests in that particular investment (in the case of an opt-out) or all future investments (in the case of a withdrawal). MDP has no obligation to give a Fund’s limited partner notice or details of any side letters entered into, other than as set forth in the Governing Documents. Certain investors may periodically request information regarding a Fund and its investments and/or portfolio companies from MDP that is not otherwise set forth in (or has yet to be set forth in) the reporting and other information required to be delivered to all investors. In such circumstances, MDP may provide such information to such investor, but the fact that MDP has provided such information upon request by one or more investors does not necessarily obligate MDP to affirmatively provide such information to all investors. Limited Partner Disclosure of Information. The General Partner expects that certain limited partners will be entities that are subject to public disclosure requirements, including U.S. state public records or similar freedom of information laws that may compel public disclosure of confidential information regarding the Funds, its investments and/or the limited partners. In recent

years, an increasing number of requests for disclosure of fund documents (including partnership agreements, subscription agreements and side letters) have been made in respect of entities subject to such requirements. The applicable Fund will generally bear the expenses of responding to disclosure requests, including in connection with United States’ state public records, similar freedom of information and other laws, whether or not a Fund succeeds in asserting confidentiality for requested documents and other materials. Under certain circumstances, a General Partner may, in an effort to protect against any such potential disclosure, withhold all or any part of the information that would otherwise be provided to a limited partner. There can be no assurance that such confidential information regarding a Fund, its portfolio companies or limited partners (including such limited partner’s, its affiliates’ and their respective officers’, directors’ and employees’ names, contact information, direct or indirect beneficial owners, tax status and other tax-related information, and any other personally identifiable information) will not be disclosed to a governmental authority, regulatory or self-regulatory organization, financial institution and/or other persons or entities in connection with the Funds’ anti-money laundering procedures, any applicable law, rule, regulation or order or otherwise. In addition, under the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC has the authority to require private equity fund advisers, such as MDP, to file additional reports with the SEC regarding their funds and investment activities. Any public disclosure of such information could have an adverse effect on the Funds, their portfolio companies and/or their limited partners. Delayed Tax Information. While MDP will attempt to provide annual tax information to investors on a timely basis, it is possible that information will not be received in respect of all portfolio companies in sufficient time to permit MDP to distribute such information prior to April 15 of each year. As a result, it is possible that a Fund will not file its U.S. federal income tax return for a given year, or distribute such information to investors, until after April 15, and investors should plan to obtain extensions of time for filing their income tax returns. Impacts of Excuse or Exclusion. An investor’s participation in Fund investments and ability to bear certain liabilities or obligations is subject to potential limitation by virtue of the General Partner’s right to exclude an investor from, or an investor’s right to be excused from, participating in certain of the Fund’s investments, liabilities and obligations as set forth in the Governing Documents, thereby increasing the participation of other investors and increasing such other investors’ exposure with respect to such Fund investments, liabilities and obligations. As a result of one or more investors’ defaulting or being excused or excluded or other factors limiting their participation in investments (e.g., as a result of a default), the aggregate returns realized by the participating investors could be materially and adversely affected. An investor that is excused in relation to a specific type of investment will potentially nevertheless have exposure as a result of the use by a Fund of its subscription line with respect to that investment type because its commitment is authorized to be called by a lender to repay any amounts borrowed by a Fund under its subscription line with respect to that investment in the event a Fund or any non-excused investor defaults in connection with the repayment of that borrowing. Excuse rights requested or received by one or more limited partners representing a substantial percentage of a Fund have the potential to influence or affect the investment strategy and pursuit of investment opportunities by the General Partner on behalf of the relevant Fund as a whole.

Amendment of Governing Documents. The Governing Documents allow certain provisions of such documents to be amended without an investor’s consent and such amended provisions may adversely impact such investor. Responsible Investment. Responsible investment factors including environmental, social and governance (“ESG”) and other sustainability factors are only some of the many factors MDP may consider in making an investment, do not apply in every instance or with respect to each investment held, or proposed to be made, by a Fund, and will vary greatly based on investment-specific characteristics. Such factors are subject to MDP’s fiduciary or similar duties and applicable legal, regulatory and contractual requirements Although MDP views the consideration of material responsible investment factors to be an opportunity to enhance or protect the performance of its investments over the long-term, MDP cannot guarantee that these factors will positively impact the performance of any individual investment or the Funds as a whole. In evaluating an investment, MDP expects to depend upon information and data provided by a number of sources, including the relevant investments and/or various reporting sources which could be incomplete, inaccurate or unavailable, and which could cause MDP to incorrectly identify, prioritize, assess or analyze a company’s operating practices and/or related risks and opportunities. MDP, in certain circumstances, is permitted to determine in its discretion that it is not feasible or practical to implement or complete certain initiatives based on cost, timing, or other considerations. Responsible investment-related statements and initiatives with respect to a Fund’s investment strategy, portfolio, and investments are not guarantees or promises that all or any such initiatives will be achieved other than as set out in any applicable regulatory disclosures, including those made pursuant to Regulation (EU) 2019/2088. MDP and its responsible investment practices could become subject to additional regulation, regulatory scrutiny, penalties or enforcement in the future, and MDP cannot guarantee that its current approach will meet future requirements. Compliance with new requirements may lead to increased management burdens and costs. MDP may be subject to competing demands from different investors and other stakeholder groups with divergent views on responsible investment matters and there is no guarantee that the criteria utilized or the judgment exercised by MDP or a third-party advisor will reflect the views, internal policies, or preferred practices of any particular investor or other asset managers, or reflect market trends. MDP’s policies and procedures with respect to responsible investment matters are expected to change overtime. Increasing scrutiny and changing expectations with respect to MDP’s responsible investment policies could impose additional costs or expose MDP, the Funds, and their respective portfolio companies to additional legal, regulatory or compliance risks. The increased focus and activism related to responsible investment and similar matters could hinder access to capital, as lenders and investors could decide to reallocate capital or to not commit capital as a result of their assessment of responsible investment practices. These limitations could affect a Fund’s ability to access the equity and debt capital markets. If those markets are unavailable, or if a Fund is unable to access alternative means of financing on acceptable terms, or at all, a Fund could be unable to implement its business strategy, which would have a material adverse effect on

its financial condition and returns and impair its ability to service its indebtedness. Consumers are also increasingly focused on sustainability and similar matters which could impact a portfolio company’s ability to attract or retain customers, as consumers and other businesses could decide to engage with another company (i.e., and not a Fund’s portfolio company) as a result of their assessment of the portfolio company’s sustainability practices. Moreover, in recent years anti-ESG sentiment has gained momentum across the U.S., with several states, the executive branch and federal agencies, and Congress having proposed, enacted or indicated an intent to pursue “anti-ESG” policies, legislation, or initiatives, issued related legal opinions and pursued related investigations and litigation. Certain of such initiatives specifically target foreign sustainability regulations, some of which some Funds are expected to be subject to. Additionally, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives, and associations, including organizations advancing action to address ESG matters, climate change or climate-related risk. Further, some conservative groups and federal and state officials have asserted that the Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Several media campaigns and cases alleging discrimination based on such arguments have been initiated since the decision, which has escalated scrutiny of certain practices and initiatives related to diversity, equity, and inclusion (“DEI”). Additionally, in January 2025, the president signed a number of Executive Orders focused on DEI, which include a broad mandate to eliminate federal DEI programs and a caution to the private sector to end what may be viewed as illegal DEI discrimination and preferences. The Executive Orders also indicate upcoming compliance investigations of private entities, including publicly traded companies, and changes to federal contracting regulations. Any anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions, and scrutiny could result in MDP and the Funds facing additional compliance obligations, becoming the subject of antitrust and other investigations, litigation or enforcement actions, or sustaining reputational harm, or require certain investors to divest or discourage certain investors from investing in the Funds. In addition to all of the foregoing limitations, MDP will not take sustainability factors into account to the extent it believes doing so is not permissible under applicable law, which will be determined by MDP in its sole discretion. Sustainability- and Responsible Investment-Related Legal Developments. There is growing regulatory interest across jurisdictions, particularly in the United States, the UK, and the EU (which may be looked to as models in growth markets), in improving transparency around how asset managers identify and manage financially material responsible investment risks and adverse impacts as well as how they define and measure responsible investment performance, in order to allow investors to better understand and validate sustainability-related claims. For example, the SEC sometimes reviews compliance with responsible investment commitments in examinations, and it has taken enforcement actions against registered investment advisers for not establishing adequate or consistently implementing responsible investment policies and procedures to meet such commitments to investors. Compliance with regulations concerning asset managers’ sustainability and responsible investment disclosures, including those set forth below, can result in management burdens and costs because of, for example, the need to obtain advice from thirdparty advisors; implement specific governance, risk management systems, and internal controls;

and collect information from and about investments. Further, changes to existing regulations, enactment of new regulations, and changes to enforcement patterns could subject MDP or a Fund to additional compliance burdens, costs, and/or enforcement risks, or impact a Fund’s ability to deliver on its investment strategy. Regulations with respect to sustainability and responsible investment disclosures may not be consistent across different jurisdictions and MDP cannot guarantee that its current approach will (or will be able to) meet future regulatory requirements of any particular jurisdiction. The EU has established frameworks for disclosure and reporting on sustainability-related matters, including Regulation (EU) 2020/852 (the “Taxonomy Regulation”). The Taxonomy Regulation, amongst other things, introduces mandatory disclosure and reporting requirements and supplements the framework set out in the SFDR, which requires disclosures in relation to whether and, if so, how sustainability risks and adverse impacts on sustainability factors are taken into account in the investment process. Under the SFDR, financial products that have a sustainable investment objective or promote environmental and/or social characteristics are required to provide detailed information to investors on how they plan to achieve their sustainability commitments in pre-contractual disclosures, and report periodically on their performance in achieving those commitments, among other things. While in force, each of the Taxonomy Regulation, the SFDR, and any supplements thereto (including the Commission Delegated Regulation (EU) 2022/1288) remains subject to change and, as a result, a Fund may be obliged to update existing disclosures provided to investors and/or regulators. Additionally, MDP, the General Partner, the Funds, and/or their underlying investments may be subject to disclosure laws and regulations related to a range of sustainability matters, including, but not limited to, greenhouse gas emissions; climate change risks; workforce composition; and human rights matters and/or to laws and regulations requiring due diligence processes and internal compliance systems in relation to a range of human rights and environmental matters. Compliance with new requirements may lead to increased management burdens and costs. Mandatory Withdrawal. To the extent provided in the Governing Documents, the General Partner may require an investor to withdraw from a Fund if, among other things, failure to do so would, as determined by the General Partner in its sole discretion, adversely affect either the applicable Fund, the General Partner, any portfolio company, MDP or certain of their respective affiliates. As a consequence of this withdraw, the aggregate returns realized by the participating investors could be materially and adversely affected. Loss of Registrations, Licenses and/or Other Authorizations. The General Partner, MDP and/or their respective affiliates and personnel may require registrations, licenses and/or other authorizations in connection with their activities in respect of a Fund, and/or may enter into arrangements with service providers who are required to be registered, licensed or otherwise authorized to provide services to the General Partner, MDP, their affiliates and/or the applicable Fund. There can be no assurance that any such person will obtain and/or maintain any such registration, license or other authorization and any failure by such person to obtain and/or maintain any such registration, license or other authorization will likely adversely affect the Fund and/or its investments and could prevent the Fund from implementing its investment strategy.

Social Media and Publicity Risk. The use of social networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding MDP, the Funds or one or more portfolio companies could have a material and adverse effect on the value of the Funds. Custody and Banking Risks. The Funds will maintain funds with one or more banks or other depository institutions (“banking institutions”), which may include U.S. and non-U.S. banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom the Funds, their portfolio companies, the general partner and/or MDP transact may inhibit the ability of the Funds or their portfolio companies to access depository accounts or lines of credit at all or in a timely manner. In such cases, the Funds may be forced to delay, forgo or engage in suboptimal investments and/or dispositions, to call capital when it is not desirable to do so, resulting in lower performance for the Funds. The portfolio companies’ abilities to make payroll, fulfill obligations and/or maintain operations will also be negatively impacted. In the event of such a failure of a banking institution where a Fund or one or more of its portfolio companies holds depository accounts access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (FDIC) protection (or the Securities Investor Protection Corporation, in the case of certain broker dealers) may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Funds and their affected portfolio companies may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. The loss of amounts maintained with a banking institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to the Funds or their portfolio companies. The Funds and their portfolio companies are subject to additional risks in the event a banking institution utilized by a Fund’s investors, or suppliers, vendors, service providers or other counterparties of a portfolio company become subject to distress, which could have a material adverse effect on a Fund, its investors or such portfolio companies, including the risk of investor defaults. There can be no assurance that MDP or the General Partner will be able to exercise contractual remedies under the agreements with banking institutions in the event of a distress described above, or that such remedies will be successful or avoid losses, delays or other negative impacts. In addition, a Fund’s general partner may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails. Although MDP seeks to do business with banking institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, MDP is under no obligation to use a minimum number of banking institutions with respect to any Fund, or to maintain account balances at or below the relevant insured amounts. Changes to Benchmark Rates. The London Interbank Offered Rate (“LIBOR”) was the offered rate at which major international banks could obtain wholesale, unsecured funding. The terms of investments, financings or other transactions (including certain derivatives transactions) to which a Fund may be a party have historically been tied to LIBOR. In connection with the global

transition away from LIBOR led by regulators and market participants, LIBOR was last published on a representative basis at the end of June 2023. Alternative reference rates to LIBOR have been established in most major currencies (e.g., the Secured Overnight Financing Rate (“SOFR”) for U.S. dollar LIBOR and the Sterling Overnight Index Average for GBP LIBOR) The full impact of the transition to new reference rates on a Fund or the financial instruments in which a Fund invests cannot yet be fully determined. Interest rates or other types of rates and indices which are classified as “benchmarks” have been the subject of ongoing national and international regulatory reform, including under the European Union regulation on indices used as benchmarks in financial instruments and financial contracts (known as the “Benchmarks Regulation”). The Benchmarks Regulation has been enacted into United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended), subject to amendments made by the Benchmarks (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (SI 2019/657) and other statutory instruments. Following the implementation of these reforms, the manner of administration of benchmarks has changed and may further change in the future, with the result that relevant benchmarks may perform differently than in the past, the use of benchmarks that are not compliant with the new standards by certain supervised entities may be restricted, and certain benchmarks may be eliminated entirely. Such changes could cause increased market volatility and disruptions in liquidity for instruments that rely on or are impacted by such benchmarks. Additionally, there could be other consequences which cannot be predicted. SOFR Risk. SOFR is an index rate calculated based on short-term repurchase agreements backed by U.S. Treasury Instruments. While LIBOR was an unsecured rate, SOFR is a secured rate. SOFR, unlike LIBOR, reflects actual market transactions. Accordingly, SOFR is not the economic equivalent of LIBOR. Consequently, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, monetary policy, bank credit risk, market volatility or global or regional economic, financial, political, regulatory, judicial or other events. Additionally, because SOFR is published by the Federal Reserve Bank of New York (the “New York Fed”) based on data received from other sources, the Adviser has no control over the New York Fed’s determination, calculation, or publication. There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of the Funds. If the manner in which SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on SOFR-linked floating rate instruments and the trading prices of such instruments. Additionally, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates. Although occasional, increased daily volatility in SOFR would not necessarily lead to more volatile interest payments, the return on and value of SOFR-linked floating rate instruments may fluctuate more than floating rate instruments that are linked to less volatile rates. All of the foregoing risks may affect the performance of the applicable bonds and loans in which the Funds invest, which in turn may adversely affect the performance of a Fund. Limited Access to Information. Investor’s rights to information regarding a Fund, the relevant General Partner or MDP generally will be specified, and in many cases strictly limited, by the

Governing Documents. In particular, it is anticipated that MDP and its affiliates will obtain certain types of material information from or relating to the Funds’ investments that will not be disclosed to investors because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of MDP’s control. Decisions by MDP or its affiliates to withhold information may have adverse consequences for investors in a variety of circumstances. For example, an investor that seeks to transfer its interest in a Fund may have difficulty in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for an investor to monitor MDP and its performance. Additionally, it is anticipated that investors that designate representatives to participate on an Advisory Board generally may, by virtue of such participation, have more or earlier information about the applicable Fund and its investments in certain circumstances than other investors. MDP reserves the right to withhold certain information from investors subject to state public records, freedom of information and other similar laws for reasons relating to MDP’s public reputation, business strategy or other reasons. Notwithstanding the foregoing, or the provision of any Fund's Governing Documents, MDP will not as a matter of policy interpret any Fund's confidentiality or information rights provisions to: (i) prohibit any limited partner from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any limited partner to provide notification that it has made such reports or disclosures. Weather and Climate Risk. Global climate change is widely considered to be a significant threat to the global economy. Additionally, the Paris Agreement and other regulatory and voluntary initiatives launched by international, federal, state, and regional policymakers and regulatory authorities, as well as private actors, which seek to reduce GHG emissions may expose businesses to so-called “transition risks” in addition to physical risks (changes in weather and climate patterns), including: (i) political and policy risks; (ii) regulatory and litigation risks; (iii) technology and market risks and (iv) reputational risks. Although the Funds’ targeted investments do not fall within industries commonly identified as “carbon intensive” or directly addressing climate change, MDP cannot rule out the possibility that climate change-related risks could result in unanticipated expenses or other consequences, which could have a material adverse effect on an investment, or the Funds. Geopolitical Instability; Armed Conflicts. Global geopolitical instability arising from armed conflicts, military interventions, and significant political events presents material uncertainty and risk with respect to the Funds, the performance of portfolio companies, and the ability of the Funds to achieve their investment objectives. The Funds are exposed to geopolitical risk and given the ongoing and evolving nature of conflicts and events and their continued escalation or uncertainty, it is difficult to predict their ultimate impact on global economic and market conditions. Escalation of any conflicts or political events, or the emergence of new geopolitical tensions or armed conflicts, could potentially have a significant adverse impact and result in significant losses to a Fund and/or its portfolio companies. Geopolitical instability can adversely affect global financial markets (including credit markets), commodity prices, supply chains, currency exchange rates and investor confidence, and any resulting displacement of populations can further destabilize affected regions. The imposition or modification of sanctions regimes may affect a Fund’s ability to transact with certain counterparties or in certain jurisdictions, and these and/or other changes in

the geopolitical landscape may limit the ability of a Fund to manage, finance, and exit its investment in portfolio companies as well as the price at which any such exit could occur. The inherent unpredictability of these situations, including the potential for conflicts to spread to additional regions or draw in additional nations, presents material uncertainty with respect to the Funds, the operations, financial condition, and performance of portfolio companies, and the ability of the Funds to achieve their investment objectives. Conflict Involving Iran. On February 28, 2026, the United States and Israel commenced a joint military assault on Iran, following years of escalating tensions. The conflict has rapidly expanded, with retaliatory Iranian strikes, several other nations deploying military assets to the region, and significant disruptions to global energy markets, trade routes, and supply chains. The United States and other countries have imposed extensive economic sanctions targeting Iran, and further sanctions or other restrictive measures may be forthcoming. The ongoing conflict and the potential for further expansion into a broader regional or international conflict could have a significant negative impact on various economies and business activity globally (including in the countries in which the Funds invest). For example, the conflict may result in, among other things, increased energy and input costs, supply chain disruptions, reduced consumer and business spending, tightening of credit markets, rising interest rates, inflationary pressures, increased volatility in the capital markets, and a general deterioration of macroeconomic conditions. Additionally, the conflict may limit the ability of the Funds to source, execute, or exit investments on favorable terms, as heightened uncertainty and market volatility may reduce deal flow, depress exit valuations, and restrict the availability and increase the cost of debt financing. The conflict may also give rise to increased regulatory and sanctions compliance obligations, which could constrain the Funds’ investment activities and impose additional operational costs. Given the highly fluid and unpredictable nature of the conflict and its ongoing escalation, the ultimate scope, duration, and effects on global economic and market conditions are impossible to forecast. As a result, the situation presents material uncertainty and risk with respect to the Funds and the performance of their investments or operations, and the ability of the Funds to achieve their investment objectives. Digital Assets. The Funds are permitted to invest in portfolio companies that hold and/or that engage in transactions related to cryptocurrencies, decentralized application tokens and protocol tokens, blockchain-based assets and other cryptofinance and digital assets, or instruments for the purchase of such (“Digital Assets”). As relatively new products and technologies, Digital Assets have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets, and the value of Digital Assets also will be affected by the worldwide acceptance or rejection of Digital Assets. Problems with the supply of Digital Assets, security flaws (or perceived security flaws), supply and demand, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures, difficulties with converting Digital Assets to fiat currencies, and concerns that Digital Assets may disproportionately facilitate criminal activities may negatively affect the acceptance, growth and development of Digital Assets and may negatively impact the performance of a Fund’s investments in portfolio companies that engage in transactions related to Digital Assets. In addition, while Digital Assets and their networks have experienced rapid technological development, such development may not continue at its current pace. There can be no assurance that material vulnerabilities in the technology associated with a particular Digital Asset and any of its associated networks will be identified and addressed prior to a Fund’s investment in a portfolio company.

Digital Assets have attracted the attention of U.S. regulatory agencies, and future regulation is likely. Federal, state or foreign governments may restrict the use and exchange of Digital Assets at any time, including by treating Digital Assets as securities for purposes of existing securities laws. Various jurisdictions have adopted or may in the future, adopt, laws, regulations or directives that affect Digital Assets and parties that come into contact with such assets, and such laws, regulations and directives may conflict with each other. Such laws, regulations or directives may negatively impact a Fund or its portfolio companies in a variety of ways, including by increasing the compliance burden, diminishing the value of investments in Digital Assets, or by increasing the tax rate on Digital Assets. To the extent that new regulations are imposed, or regulatory authorities are successful in applying existing regulations to Digital Assets, a Fund’s investments may be materially adversely affected.

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.

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).

The Funds are generally subject to investment allocation requirements set forth in their respective Governing Documents (collectively, “Investment Allocation Requirements”), which may include minimum participation rights or obligations. In certain continuation fund transactions, the Investment Allocation Requirements require the new continuation Fund and other Funds who have an investment in the same portfolio company, to make follow-on investments in and sell the underling portfolio company interests on a pro-rata basis, at the same time and on substantially the same terms. To the extent the Investment Allocation Requirements of a Fund permit MDP to use its discretion in, or do not address the procedures for, making allocation decisions among different Fund families or among the Funds and other persons, MDP has adopted certain written policies and procedures relating to the allocation of investment opportunities which permit MDP to consider some or all of a wide range of factors, including but not limited to: each Fund’s investment objectives, strategy, scope (including targeted rates of return, size of transaction, size of equity investment, ownership level, industry focus, exit strategy, investment mandate (including whether mandates are identified as primary or secondary, and whether the mandate is limited or otherwise restricted to specific types of investments or assets) and anticipated hold period); active investment period and partnership term; amount of capital available for investment and expenses (including desirability to use recyclable capital and any investment limitations) and projected future capacity for investment; liquidity and reserves (including whether a Fund is able to commit to invest all of the capital required to consummate a particular investment opportunity or anticipated follow-on investments thereof); availability or composition of anticipated co-investment (if any); composition of the Fund’s existing portfolio and diversification factors (including the actual, relative or potential exposure of a Fund to the type of investment opportunity in terms of its existing portfolio, synergies or conflicts with existing portfolio companies, portfolio company risk profiles, industry, growth equity / buy out, asset class and vintage year) and structure; stage of development of the prospective portfolio company or other investment; minimum and maximum investment size requirements; the likelihood of current income; timing expected necessary to execute an investment; tax implications and sensitivities; whether an investment opportunity requires additional consents or authorizations from the Fund, the Fund’s Advisory Board, investors

or third parties; whether the investment opportunity would create a conflict of interest with respect to a Fund, MDP or its affiliates; avoiding allocations that could result in de minimis or odd lot investments; legal, contractual or regulatory constraints, considerations or limitations, and other relevant limitations imposed by or conditions set forth in the applicable offering and Governing Documents of each Fund and in any committee charters or guidelines. The application of the Investment Allocation Requirements and factors set forth above will often result in allocation on a non-pro rata basis and there can be no assurance that a Fund will participate in all investment opportunities that fall within its investment objectives or strategy. In some cases, MDP’s observation and application of the Investment Allocation Requirements may affect adversely the price paid or received by a Fund, or the size of the position purchased or sold by the Fund. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process, including consideration with respect to differing fee, expense and compensation structures. For example, current and former MDP personnel and Consultants (such as executive partners, industry advisory group members and current and former directors, officers and employees of portfolio companies and other affiliates) of MDP invest indirectly or directly in the Funds (and therefore participate indirectly in investments made by such Funds). Such interests will vary Fund by Fund and is expected to create an incentive to allocate particularly attractive investment opportunities to the Fund or Funds in which such personnel hold a greater interest or derive higher fees, compensation, carried interest, or other benefits. The existence of these varying circumstances presents a conflict of interest in determining how much, if any, of certain investment opportunities to offer to a Fund and MDP could be incentivized to manage such arrangements in a manner that would enhance the returns of the other Funds in which MDP, its Principals and/or its related parties hold an economic interest, even to the detriment of other Funds. Notwithstanding the foregoing, MDP will not allocate investment opportunities among the Funds based, in whole or in part, on the relative fee structure or amount of fees paid by any Fund. MDP makes allocation determinations based solely on MDP’s expectations at the time such investments are made, however, investments and their characteristics may change and an investment not allocated to a Fund may prove to be more suitable for another Fund in hindsight. Allocation of Co-Investment Opportunities After determining which Funds will or may participate in an available investment opportunity, MDP reserves the right (subject to any restrictions contained in the Fund’s Governing Documents and/or MDP’s allocation policies and procedures) to offer an opportunity to co-invest in a portion of such investment opportunity to one or more potential participants, including, but not limited to Consultants to MDP and/or any of the Funds (which includes executive partners, operating executives and industry advisory group members and any entity formed for the benefit of Consultants); current or prospective investors; board of directors, management teams, consultants, advisers or equity holders of the applicable portfolio company; current or former portfolio companies (or their respective executives), or any other co-investors determined by MDP to be in the best interest of such Funds. In certain cases, determinations to allocate such amounts or investment opportunities to Consultants, will be made prior to the determination of the availability of opportunity for other co-investors, and as such generally will decrease the amount of coinvestment opportunities available. There may be circumstances where MDP determines, for strategic or other reasons, an amount that could have otherwise been invested by a particular Fund is instead allocated to one or more co-investors. In addition, for any particular investment, the Firm

has the discretion to determine that some co-investors should invest through a Co-Investment Vehicle while others should invest directly in the portfolio investment. Co-investors who invest in the Co-Investment Vehicle are likely to bear more expenses than those co-investors who invest directly into the portfolio company. Allocating a portion of an investment opportunity for a coinvestment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Fund, and because co-investment opportunities generally appeal to investors and third parties, there are potential conflicts of interest in determining the amount of investment opportunity that should be allocated to a Fund. Subject to any Investment Allocation Requirements or other specific agreements with investors, in general, (a) no investor in a Fund has a right to participate in any co-investment opportunity (nor any priority to co-investment opportunities), (b) decisions regarding whether and to whom to offer and the amount of any co-investment opportunities, as well as the applicable terms on which a co-investment is made, are made in the sole discretion of MDP or other participants in the transaction, (c) co-investment opportunities typically will be offered to some but not other Fund Investors, in the sole discretion of MDP, and investors may be offered a smaller amount of coinvestment opportunities than originally requested or in smaller amounts than other co-investors (including investors in the same Fund), or may not be offered any amount of co-investment opportunities (even if they have expressed interest in co-investing), (d) Third Parties are expected to be offered co-investment opportunities, in the sole discretion of MDP (including Consultants to MDP or the Funds or other relationships that MDP considers strategic), (e) directors, officers, employees, advisers and equity holders of a portfolio company are expected to be offered coinvestment opportunities, whether in the sole discretion of MDP or on a negotiated basis and (f) Fund Investors and/or Third Parties will generally purchase their interests in a portfolio company either at the same time as the Funds, or purchase such interests from the applicable Funds after such Funds have consummated their investment in the portfolio company (also known as a postclosing sell-down or transfer). Each co-investment opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon the factors considered by MDP (as noted below in this section) and the facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, investment structure, exit strategy, type of Fund vehicle, and counterparty). Additionally, non-binding acknowledgements of an investor’s interest in co-investment opportunities or the creation of a CoInvestment Vehicle for a particular limited partner where such vehicle is not guaranteed any coinvest opportunities are not Investment Allocation Requirements and do not require MDP to (x) provide co-investment opportunities to such investor or (y) notify such investor if there is a coinvestment opportunity. However, it is possible that MDP may give particular investors, CoInvestment Vehicles, Funds, portfolio companies, or other Third Parties (including anchor or other early-committing investors or investors making large commitments to a Fund or prospective investors) priority access to co-investment opportunities which could limit the ability of other investors to be offered co-investment opportunities. The existence of such priority or other contractual co-investment access rights would affect MDP’s decision to offer certain opportunities for co-investment and as a result, limit the ability of Funds or their investors to be offered certain co-investment opportunities. In exercising its discretion to allocate co-investment opportunities (including side-by-side coinvestment rights) with respect to a particular investment to and among potential co-investors and

the terms and amounts thereof, MDP considers some or all of a wide range of factors, including, but not limited to, one or more of the following:

MDP’s evaluation of a potential co-investor’s level of interest in investment opportunities (including whether a potential co-investor has expressed an interest in participating in coinvestment opportunities, such co-investor’s level of interest in a particular industry or type of business) as well as the size and financial resources of the potential co-investor;

MDP’s perception of the ability of that potential co-investor (in terms of, for example, staffing, expertise and other resources) to efficiently and expeditiously participate in the investment opportunity with the relevant Fund(s) without harming or otherwise prejudicing such Fund(s), in particular when the investment opportunity is time-sensitive in nature, as is typically the case (including whether the potential co-investor has a tax structure that would require particular structuring implementation or covenants that would not otherwise be required);

Whether MDP believes, in its sole discretion, that allocating investment opportunities to a potential co-investor (who may be Fund Investors or potential investors in the Funds or future Funds) will help establish, recognize, strengthen and/or cultivate relationships that may provide longer-term benefits (including strategic, sourcing or similar benefits) to MDP, the Funds or future Funds of MDP, or the applicable portfolio company;

Whether a potential co-investment party has a history of participating in co-investment opportunities and MDP’s evaluation of its past experiences and relationships with that potential co-investor, such as the willingness or ability of such person or entity to respond promptly and/or affirmatively to potential investment opportunities previously offered by MDP and the expected amount of negotiations required in connection with a potential coinvestor’s commitment;

The character and nature of the co-investment opportunity (including the potential coinvestment amount, structure, geographic location, tax characteristics, relevant industry and type of Fund associated with such co-investment such as a continuation Fund);

Level of demand for participation in such co-investment opportunity;

The extent to which a potential co-investment party has been provided a greater amount of co-investment opportunities relative to others;

Whether the potential co-investment party would require any governance rights that would complicate the transactions (or, alternatively, whether the potential co-investment party would be willing to defer to MDP and assume a passive role in governing a portfolio company, or whether the potential co-investment party is aligned with MDP with respect to the exercise of any governance rights or would otherwise agree to certain governance provisions to facilitate a transaction);

MDP’s evaluation of whether the profile or characteristics of the potential co-investor may have a positive or negative impact on the viability, prospects or terms of the proposed investment opportunity and the ability of the Funds to take advantage of such opportunity (for example, if the potential co-investor is involved in the same industry as a prospective portfolio company in which a Fund wishes to invest, or if the identity of the potential co-

investor, or the jurisdiction in which the potential co-investor is based, may affect the terms, structure, or cause other issues with respect to the investment or the Fund’s participation in such investment opportunity);

MDP’s evaluation of whether the investment opportunity may subject the prospective portfolio company, the Funds or the potential co-investor to legal, tax, regulatory, independence, operating, competitive, confidentiality, contractual, reporting, public relations, media or other burdens that make it less desirable for such co-investor to participate in a potential investment opportunity;

MDP’s desire to limit or minimize the number of potential co-investors approached on any investment opportunity in order to, among other concerns, (a) reduce the chances of an inadvertent disclosure of the existence of an investment opportunity and/or other confidential information, (b) reduce the amount of additional due diligence burden on the potential investment, and (c) reduce any delay in timing caused by the inclusion of a new potential co-investor;

MDP’s evaluation that a particular co-investor has provided or is expected to provide value in sourcing, establishing or developing relationships, participating in diligence and/or negotiations for such potential transaction, financing related to such transaction or is expected to provide value to the business or operations of a portfolio company (including financing or creating or enhancing business opportunities relating to such company) postclosing;

The ability of a potential co-investor to aid in operating or monitoring of a portfolio company or the possession of certain expertise by a potential co-investor and the potential co-investor’s relationship with the management team of the potential portfolio company, and whether the potential co-investor has any existing positions in or could be a potential future buyer of, the potential portfolio company;

Any interests a potential co-investor has in any competitors of the potential portfolio company;

The ability of a potential co-investor to hold investments for longer periods of time (or indefinitely);

MDP’s evaluation of the level of support given by, or current or expected economic arrangement with, a particular co-investor to MDP or its Funds (including anchor or early committing investors in a current or previous Fund, size of commitment to current or previous Funds; number of Funds such party has invested in; size of commitment by such co-investor to a Fund relative to its commitment range in other private equity funds; potential commitment or agreement to commit to current or future Funds (including any such agreement that is required as a condition for any such investor to participate in a coinvest); and/or whether MDP believes the co-investor has demonstrated a long-term and/or continuing commitment to the success of MDP, its Funds or the applicable portfolio company); and

Such other facts as the Firm deems appropriate under the circumstances in exercising such discretion, including its own interests.

The above factors are not listed in order of importance or priority. MDP will be under no obligation to consider all of the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and circumstances. MDP’s exercise of its discretion in allocating investment opportunities among various persons, including the Funds, Fund Investors and Third Parties, often will not result in proportional allocations among such persons, and such allocations often will be more or less advantageous to some such persons relative to other such persons. MDP reserves the right to provide all or any portion of any co-investment opportunity to certain co-investors (including anchor or other early-committing investors or investors making large commitments). For example, MDP may be incentivized to offer a co-investment opportunity to certain persons over others based on its, or a Fund’s, or a portfolio company’s current or expected economic arrangement with such persons. MDP is permitted to (and expects to) condition a co-investment in a portfolio company, or condition certain terms of such co-investment (including terms related to fees and/or carry), on the participation by the co-investor in a current or future Fund, including conditions that require a certain amount of commitments (whether based on a formula or otherwise) into such Fund. MDP expects that these factors will lead MDP to favor some potential co-investors over others with respect to the frequency with which MDP offers them co-investment opportunities. MDP also expects to allocate certain co-investors a greater proportion of an investment opportunity than others as a result of these factors. The allocation of co-investment opportunities often involves a benefit to MDP that is not shared with the Funds (for example, a co-investor’s agreement to invest in an existing or future Fund). While MDP will determine how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the conflicts of interest discussed herein, did not exist. In connection with a co-investment process, a Fund will incur expenses (which are often substantial), which are typically not shared (i.e., paid for) by prospective co-investors in the event the transaction is not consummated. For additional information regarding co-investment expenses and syndication, please see “Co-Investment Vehicle or Co-Investor Expenses” in Item 5 above and “Syndication; Failure to Syndicate” below. As noted above, it is very common that the directors, officers, employees, Consultants and/or other advisers of a portfolio company or any of the Funds (and any entity formed for the benefit of such persons), co-invest in such portfolio company. The terms of such co-investment (including the amount to be co-invested) are negotiated on a case-by-case basis with each such person and the terms of such investment can be different (and more favorable) than the Funds. Separate from such co-investment, such persons also occasionally receive incentive equity awards (whether in the form of restricted stock, profits interest, stock options, or otherwise) of a portfolio company, and Funds typically do not receive such incentive equity awards. Although the co-investment and receipt of incentive equity awards by such persons dilute the Funds’ ownership in their portfolio companies, such issuances and grants are generally made to compensate and/or motivate such persons and align their interests with those of the Funds. MDP or its affiliates have in the past and expect in the future to establish dedicated Co-Investment Vehicles for specific investors in order to facilitate investments by the relevant investors alongside

a Fund which often have more favorable rights and/or terms than the Funds (for example, such Co-Investment Vehicles often do not charge management fees or carry or charge lower carry and management fees) and/or other co-investors. Such Co-Investment Vehicles can also be structured to provide MDP with full discretionary authority with respect to an investment or as a nondiscretionary vehicle. Any such vehicle will be established at MDP or its affiliates’ sole discretion and MDP and its affiliates have no obligation to offer a similar opportunity to any other investor. Notwithstanding the foregoing, MDP reserves the right to charge fees and carry on Co-Investment Vehicles. Further, Transaction Fees allocated to the Co-Investment Vehicle are expected to be retained by MDP unless otherwise provided for in the Governing Documents. Such Transaction Fees are expected to be material. For further information on such Transaction Fees, see Item 5 “Transaction Fees Paid by Portfolio Companies or Prospective Portfolio Companies.” A Fund is permitted to sell down an interest in its portfolio companies to co-investors (including Co-Investment Vehicles). Subject to the applicable Governing Documents, MDP (on behalf of the Funds) is permitted to charge (or may decide not to charge) a co-investor (such as a Co-Investment Vehicle, Fund Investor, Third Party or a Consultant) interest costs (including out-of-pocket interest costs) for the time period between the closing of the applicable Fund’s investment in a portfolio company to the date of the transfer of interests in such portfolio company to the applicable coinvestor. Subject to the applicable Governing Documents, MDP (on behalf of the Funds) has the discretion to determine the purchase price to be paid by such co-investors in such sell down, including at cost even when some period of time has passed (and MDP reserves the right to consider a variety of factors in determining the purchase price, including whether to take into account the effect of foreign currency fluctuations impacting such portfolio company investment or make other equitable adjustments). In such circumstances, MDP generally will not seek a fairness opinion or Advisory Board consent. In some circumstances, one or more co-investors may purchase interests in a portfolio company with the intention of subsequently selling such interests to a Fund (i.e., bridge financing). This creates a conflict of interest because MDP may be incentivized to provide such co-investors with preferential terms or access to co-investment and other opportunities (whether in such portfolio company, the Funds or otherwise) in exchange for providing such bridge financing. The Funds are permitted to enter into equity commitment letters where such Funds agree that upon the closing of a transaction with respect to a potential portfolio company, they will purchase equity securities in a transaction. Furthermore, in certain instances the Funds will also enter into: (a) limited guarantee arrangements where such Funds agree that if a transaction with respect to a potential portfolio company is not consummated, under certain circumstances they will pay a specified amount or a percentage of the total value of the transaction as a “reverse termination fee” to the seller entity and (b) full guarantee arrangements where such Funds agree to close a transaction even if the debt financing for such transaction is not available or has not been funded. Co-investors in a potential transaction do not typically enter into such equity commitment letters, limited guarantees or full guarantees and as a result, under such facts, such co-investors are not obligated to pay any portion of such equity commitments, reverse termination fee or obligations. Therefore, in the event that a co-investor defaults on an arrangement with a Fund to pay its proportionate share of the equity purchase price (if any) or such an arrangement does not exist, such Fund would be held responsible for the entire equity purchase price or holding a larger than

expected investment in such portfolio company, reverse termination fee or other applicable obligation(s). Syndication; Failure to Syndicate In order to facilitate the acquisition of (or follow-on investment in) a portfolio company, a Fund reserves the right to make (or commit to make) an investment in a portfolio company with a view to selling a portion of the investment to co-investors or other persons, including one or more Funds, prior to or following the closing of the acquisition. In connection with any co-investment process, a Fund will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when MDP believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor or other person (including a Fund). To the extent an investment is made by a Fund with a view to syndication, MDP’s interest in limiting a Fund’s exposure to the relevant investment while providing a potential benefit to co-investors or other persons (including a Fund) will give rise to a potential conflict of interest. As a consequence of a failed syndication process or a syndication on unattractive terms, a Fund (i) would bear the entire portion of any applicable break-up, topping or other fees, costs and expenses (including interest expense from borrowing) related to the non-syndicated portion of such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) would hold a larger-than-expected investment in such portfolio company, which may result in a Fund’s being overly concentrated in a particular investment relative to what MDP would otherwise deem advantageous (and in some cases, a Fund could hold an interest in a portfolio company that exceed the diversity limits set forth in the Governing Documents), (iii) may receive less-than-fair-market value (or less than cost) for the syndicated portion of the investment, (iv) could be diluted or realize lower than expected returns from such investment and/or (v) would be more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect to this investment. MDP Capital Markets MDP’s relationship with MDP Capital Markets may give rise to potential conflicts of interest between MDP, on the one hand, and Funds, portfolio companies or any other entity to which MDP Capital Markets provides services, on the other hand. MDP generally has an incentive to exercise its control or influence over portfolio companies, their management teams and other Funds such that they retain MDP Capital Markets or otherwise causes a portfolio company to transact with MDP Capital Markets instead of other unaffiliated third parties even if an unaffiliated third party could provide the same services at a lesser cost. For instance, MDP Capital Markets could take the place of another broker dealer on a transaction that is an unaffiliated third party (including broker dealers that were previously retained by predecessor funds and other Funds for similar transactions). The terms of MDP Capital Markets’ compensation for a particular transaction generally will be determined among the transacting parties, including the applicable Fund or relevant portfolio company, MDP Capital Markets and other participants (e.g., lenders, underwriters or syndicate members). MDP and its affiliates are subject to potential conflicts of interest to the extent they negotiate, determine or approve any such compensation, and while MDP will seek compensation

that it believes is reasonable and generally in line with market rates based on its knowledge of the market but not necessarily as a result of benchmarking, such compensation may not in each case be negotiated at arm’s length, and there can be no assurance that other market participants would not charge lower amounts. The compensation payable to MDP Capital Markets also creates an incentive for MDP and its affiliates to seek to refer, allocate or recommend an investment or transaction to the Funds and/or their portfolio companies that it might not otherwise if the potential for such compensation did not exist, and particularly in instances where Capital Markets Advisory Fees do not offset Management Fees or where Management Fees aren’t charged, MDP has an incentive to seek higher fees in connection with such arrangements. When involved in a particular transaction, MDP Capital Markets has the incentive to seek higher fees or other favorable terms from a Fund, a portfolio company or other counterparties, as well as to structure a transaction so that it benefits certain investors in a Fund, another Fund or other third parties that are of strategic importance. For example, MDP Capital Markets could influence the placement of portfolio company securities or debt instruments so that investors who are sizeable investors in Funds receive an allocation ahead of others. MDP and MDP Capital Markets expect to share certain personnel and enter into compensation and expense sharing arrangements. To the extent that capital markets personnel face competing demands for their time and attention, MDP has an incentive to devote MDP Capital Markets’ limited capital markets resources to portfolio companies and transactions that would generate the highest fee for MDP Capital Markets or otherwise benefit MDP. MDP employees who provide capital markets services are under no obligation to prioritize the interests of a particular Fund or its investors in determining how to allocate their time across various projects within MDP. Depending on the nature of the transaction, a Fund, an existing, prospective or former portfolio company and/or other parties to the transaction will pay Capital Markets Advisory Fees to MDP Capital Markets. Where MDP Capital Markets serves as underwriter with respect to a portfolio company’s securities, a Fund may be subject to a “lockup” period following the offering under applicable regulations or agreements during which time its ability to sell any securities that it continues to hold is restricted. This may prejudice such Fund’s ability to dispose of such securities at an opportune time. In addition, in circumstances where an MDP entity or the relevant portfolio company becomes distressed and the participants in an offering undertaken by such MDP entity or portfolio company have a valid claim against the underwriter, a Fund would have a conflict in determining whether to sue MDP Capital Markets. In circumstances where a non-affiliate broker-dealer has underwritten an offering, the issuer of which becomes distressed, a Fund may also have a conflict in determining whether to bring a claim on the basis of concerns regarding MDP’s relationship with MDP Capital Markets. MDP Capital Markets Promoted Investments Certain Funds are authorized to make investments in transactions where MDP Capital Markets is, or is expected in the future to be, acting as agent, broker, principal, arranger or syndicate manager

or member on the other side of the transaction or for other parties in the transaction, in circumstances where the relevant General Partner believes in good faith that the terms of such transactions, taken as a whole, are appropriate for the Fund and are otherwise in accordance with applicable law. In connection with selling investments by way of a public offering, MDP Capital Markets is, or is expected in future to be, permitted by applicable law to act as a member of the underwriting syndicate on a firm commitment basis. MDP is also authorized (or is expected in the future to be authorized), on behalf of a Fund, to effect transactions, including transactions in the secondary markets where MDP Capital Markets is also acting as a broker or other advisor on the other side of the same transaction. Whether or not MDP Capital Markets receives commissions from such agency cross-transactions as indicated above, it may nonetheless have a potential conflict of interest regarding a Fund and the other parties to those transactions to the extent it receives commission or other compensation from such other parties. MDP is permitted to retain without offset any commissions, remuneration or other profits that may be made in such transactions to the extent set forth in the Governing Documents. Secondary Transactions A potential conflict of interest often arises in the event that a Fund Investor requests to transfer its interest in a Fund in a secondary transaction. Subject to any restrictions in the Governing Documents of the applicable Fund, MDP or its related persons: (a) are often asked to identify or consent to a list of Fund Investors or Third Parties to potentially acquire the interest being transferred (and will make any suggestions at its sole discretion) and/or (b) have purchased and may in the future purchase such interests from such Fund Investor (without the consent of or participation by any other investor). To the extent MDP has discretion over a secondary transfer of limited partner interests in a Fund pursuant to such Fund’s Governing Documents, (1) MDP is permitted to consider its own interests, (2) MDP is permitted to consider any of the factors listed above and any and all such other factors (e.g., the impact such transfer would have on such Fund’s credit facilities, if any) as it deems appropriate under the circumstances in exercising such discretion, and (3) the determination to consent to transfers of interests by certain Fund Investors and not others in any particular year will be within MDP’s sole discretion. A purchaser’s potential investment in another Fund (including any commitment or agreement to make a commitment, into an existing or future fund) may also be considered by MDP in determining whether to grant or withhold its consent to a secondary transfer of interests in a Fund to such purchaser, and MDP is permitted to condition a transfer of limited partner interests in one fund upon also transferring limited partner interests in another Fund. Additionally, non-binding acknowledgements of an investor’s interest in purchasing secondary interests are not binding upon MDP and do not require MDP to (x) provide such secondary purchase opportunity to such investor or (y) notify such investor if there is such an opportunity. Additionally, from time to time MDP becomes aware of existing investors in a Fund (including existing investors that are affiliates of MDP that are interested in selling their interests in a Fund) and/or other third-party investors (including, without limitation, any such party that is sourced by a broker and/or other agent of MDP) that are interested in acquiring interests in a Fund through a secondary transfer. In such instances MDP could, in its sole discretion and without providing notice to all investors in the Fund, introduce such parties to potential counterparties, including, without limitation, certain Fund investors. It is possible that any such introduction will ultimately result in an investor in a Fund obtaining liquidity (which could be at a price that reflects a discount

to net asset value) and/or being able to transfer its interests prior to other investors in the Fund that are also seeking to transfer their interests and obtain liquidity. MDP has no obligation to prioritize any specific Fund investor seeking to transfer its interests or treat Fund investors equally in regard to transfers of interests. Subject to the applicable Fund’s Governing Documents, MDP may, in its discretion, identify secondary transferees (including through structured or stapled processes or tender offers), which may include the Fund’s general partner, its affiliates or personnel or other related persons, and has no obligation to notify all investors, to “shop” such opportunities broadly, to solicit competitive bids, to obtain third-party valuations or fairness opinions, to seek the highest price, or to obtain advisory board approval for pricing or other terms. Secondary transfers can occur in a variety of situations, including where an investor is seeking to transfer its interest or be released from its commitment to a Fund and other, similar circumstances. Purchases by the general partner of a Fund, its affiliates, personnel and/or other related persons can create conflicts, including pricing and valuation judgments (including transactions at discounts to NAV without market checks), information asymmetries, allocation of opportunities and expenses, effects on management fees and carried interest, incentives to favor purchasers that provide (or are expected to provide) commitments to other MDP-advised vehicles, reliance on internal valuations that may differ from realized values, and conflicts where purchase financing is provided by the general partner of a Fund or its affiliates. MDP exercises discretion in selecting and introducing purchasers (e.g., based on ability to fund commitments, relationship history, and regulatory considerations) without notice to all investors and without any obligation to offer opportunities pro rata, and will obtain any approvals or consents required by Governing Documents or law. Conflicts Related to Purchases and Sales of Investments Subject to the terms of the Governing Documents, a Fund is permitted to participate in investment, re-leveraging and recapitalization and other transactions involving portfolio companies in which other Funds have already invested or will invest. Conflicts arise when a Fund makes investments in conjunction with an investment being made by other Funds in the same company, or in a company where another Fund has already made an investment. Investments by more than one client of MDP in a portfolio company can be perceived as using assets of a client of MDP to support positions taken by other clients of MDP. Conflicts of interest also arise in determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. MDP or its affiliates reserve the right to express inconsistent or contrary views of commonly held investments or of market conditions more generally in light of, for example, differing investment objectives, strategies, vintages and/or terms and conditions of investment with respect to the Funds holding such common investment. In addition, there may be differences in the timing of entry into, or exit from, a portfolio company (or consideration paid in such entry or exit) for reasons such as differences in the Funds’ strategy, existing portfolio or liquidity needs (which can happen, for example, when there is a desire to provide liquidity options to the investors in one Fund while also providing an investment opportunity in the same portfolio company to another Fund). These variations in timing may be detrimental to a Fund. There can be no assurance that the return of a Fund participating in a transaction would be equal to and not less than another Fund participating in the same transaction or other transaction involving the same portfolio company or that it would

have been as favorable as it would have been had such conflict not existed. Certain of these transactions require the consent of the applicable Funds’ Advisory Boards; to the extent not required, MDP is permitted (but not required) to seek consent of such advisory boards. See also the discussion under “Cross-Transactions; Portfolio Company Transactions” below and “Allocation of Investment Opportunities Among Clients” above. Where multiple Funds invest or consider investments in the same company at different times, the first Fund to invest typically will bear all or a higher level of diligence and transaction fees, costs and expenses than later Funds(including the cost of providing any bridge financing). In addition, the Funds investing in the same portfolio company may not have the same access to credit or employ the same hedging strategies as other Funds investing in such company. This will likely result in differences in investment terms, leverage and associated costs between such Funds. Furthermore, a conflict of interest also arises where a Fund that participates in an investment in a portfolio company held by another Fund benefits from the initial evaluation, investigation and due diligence undertaken by MDP on behalf of the original Fund and from operational or other information about such portfolio company acquired from the original Fund’s ownership of interests in the portfolio company. In such circumstances, such benefitting Fund or Funds will not be required to reimburse the original Fund for expenses incurred in connection with researching or operating such investment. Similarly, to the extent a transaction does not proceed, only the Funds that have contractually committed to bear a portion of any Unconsummated Deal Costs will generally bear such Unconsummated Deal Costs related to the transaction, regardless of whether other Funds could or would have invested in the company in potential future transactions. Additionally, investments by multiple Funds at different times are likely to occur on a different cost basis and the negotiation and purchase of interests by a Fund that invests later in the same portfolio company: (a) at a lower cost may reduce the valuation of an earlier Fund’s investment or (b) at a higher cost may increase the value of an earlier Fund’s investment. There is a conflict in both of these situations in determining the purchase price and other terms of the investment. Any such investments may dilute the earlier Fund’s interest in such portfolio company. Investments by different Funds may be made on different terms and in different assets of the same portfolio company (e.g., different Funds may invest in separate silos or business lines of the same portfolio company). In addition, follow-on investments of a portfolio company in a prior Fund may be made by the newer Fund including if the prior Fund does not have sufficient reserves (as determined by MDP in its sole discretion) for the follow-on investment after taking into account any reserves and expected anticipated expenses or potential liabilities. Additionally, follow-on investments of a portfolio company may not be allocated on a proportional basis and/or the MDP may determine that a particular Fund will not participate in a follow-on investment even if such Fund has sufficient reserves to do so. Any such follow-on investment would be subject to the applicable conflict procedures set forth in the respective Governing Documents for such Funds. To the extent multiple Funds invest in the same portfolio company, there are situations where the disposition of such interests are not made on a proportional basis or at the same time. MDP has the discretion to determine that it will liquidate such interests held by a Fund, prior to, after or on a disproportionate basis than, the liquidation of such interests held by another Fund, and as a result, such Fund could have lower or higher returns than it otherwise may have earned on such investment. In some transactions (e.g., a partial transfer to a continuation vehicle) a prior Fund may be required to grant a newer Fund a consent to the timing of a future sale of certain securities,

which may result in the prior Fund disposing of its remaining investment later than it ordinarily would have and may, as a result, experience lower returns than it otherwise may have earned on such remaining investment. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, each Fund may realize different returns. In addition, investors may receive different consideration (for instance, investors in one Fund may receive cash whereas investors in another Fund may be provided the opportunity to receive distributions inkind) which may impact the realized return ultimately received by each Fund. MDP is expected to have an incentive to show realized returns in connection with fundraising activities, as the ability of MDP to successfully exit investments will improve the optics of MDP’s track record, which facilitates the raising of future funds. Investment opportunities may be appropriate for Funds at the same, different or overlapping levels of a portfolio company’s capital structure. To the extent permitted by the Governing Documents, MDP, its affiliates, Principals, or the Funds may pursue debt financing investments (e.g., bank loan participations or assignments, bonds, mezzanine debt or similar investments), including, without limitation, majority or minority investments in the debt financing of a portfolio company of a Fund (such investments may be structured as a primary purchase of debt from the portfolio company or through a secondary transaction with an existing debt holder). A Fund’s investment in debt and/or debt securities of a company can be made while such Fund or other Funds hold different securities in the same company, such as equity securities or the same or different priority debt of the portfolio company. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity goals and other interests with respect to a portfolio company. For example, it may be in the best interest of MDP, its affiliates, Principals or the Fund holding debt securities to declare a default, accelerate a loan or take other protective actions, while such actions could negatively impact another Fund’s equity investment in the portfolio company. In certain circumstances, MDP, its affiliates, Principals or Funds may be prohibited from exercising voting or other rights, and may be subject to claims by other creditors with respect to the subordination of their interest. Conflicts arise in determining the terms of these investments, particularly where the Funds invest in different types of securities in a single portfolio company. Decisions about what action should be taken in a troubled and/or distressed situation, including whether or not to modify or waive covenants, enforce claims or accelerate payments and whether or not to advocate or initiate a refinancing, insolvency proceeding, assignment for the benefit of creditors, restructuring or liquidation inside or outside of bankruptcy, bring litigation against a portfolio company, or to give other concessions that may be given in such a situation, and the terms of any such activities raise conflicts of interest, particularly in Funds that have invested in different securities within the same portfolio company or portfolio companies in which MDP, its affiliates or Principals own an interest in such portfolio companies’ debt. In addition, because different legal rights are associated with debt and equity investments, a conflict of interest arises in respect to the advice given to, and the actions taken on behalf of, a Fund holding debt versus a Fund holding equity. If a Fund purchases in the secondary market at a discount, debt securities of a company in which a Fund has, for example, a substantial equity interest, (a) a court might require a Fund to disgorge profit it realizes if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities or (b) a Fund might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt. The effect of these transactions will vary from jurisdiction to jurisdiction

In the event that one Fund has a controlling or significantly influential position in a portfolio company, it frequently will have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling certain decisions, including the appointment of specified executives, future issuances of securities, payment of dividends, incurrence of debt, resolution of liabilities in connection with an investment and entering into extraordinary transactions, as well as determinations regarding compensation and/or other amounts payable to MDP and/or its affiliates (for example, monitoring fees and Capital Markets Advisory Fees). Except to the extent such amounts are subject to offset provisions in the Governing Documents, they will be in addition to any Management Fees or carried interest paid by a Fund to MDP. In addition, a controlling Fund is likely to have the ability to determine, or influence, the outcome of certain company matters and to cause, or prevent, a change in control of such a company. Such decisions may, at times, be in direct conflict with other Funds that have invested in the same portfolio company that do not have the same level of control or influence over the portfolio company. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, the Funds may or may not provide such additional capital, and if provided, each Fund will supply such additional capital in such amounts, if any, as determined by MDP. In the event one Fund is unable to fund its share of additional capital (e.g., in the event such Fund does not have sufficient available capital), the other Fund may be obligated to fund more than its share of such amount or offer such amounts to co-investors. In such event, one Fund may gain greater exposure to such investment than may have been intended and the other Fund will be diluted in such investment. The returns of each Fund may be negatively impacted as a result of the foregoing. Investments by more than one Fund of MDP in a portfolio company also raises the risk of a Fund remaining passive in a situation in which it is entitled to vote. In addition, MDP has established a proprietary investment vehicle for certain Principals to invest in the debt of portfolio companies (the “Proprietary Credit Vehicle”). Investments by the Proprietary Credit Vehicle in the debt of a portfolio company also gives rise to the conflicts described herein. Please refer to "Personal Investments" under Item 11 for additional disclosures. In such circumstances described above, MDP reserves the right to take steps to reduce the potential conflicts of interest between the various Funds, including causing a Fund to take certain actions that, in the absence of such conflict, it would not take (e.g., a Fund may divest itself of an asset it otherwise may have retained, MDP may establish information barriers, certain matters may be referred to an advisory committee or a third-party, or a Fund may only invest in securities that seek to align the interests with other investing Funds). Any such steps could have the effect of benefiting one Fund or MDP at the expense of another Fund. The application of a Fund’s Governing Documents and MDP’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Funds in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies, in the manner in which potential or actual conflicts are addressed. Also, given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to a Fund. The Adviser will evaluate a variety of factors which it considers to be relevant in determining whether a particular investment opportunity in different parts of the capital structure is appropriate and feasible for such Fund or such affiliates, including

the nature of the investment opportunity taken in the context of market conditions at the time, consistent with the Governing Documents for the applicable Fund, and consistent with the allocation policies and procedures adopted by the Adviser. MDP, in its discretion, expects to enter into transactions with a person who is a Fund Investor, a prospective investor or affiliated with such investor or prospective investor, including where such persons agree to purchase all or a portion of certain investments held by one or more Funds or who agrees to provide financing (including senior and mezzanine debt) to the Funds’ investments and portfolio companies. Conflicts of interest may arise when the Funds enter into such transactions because MDP could have a preference to select such Fund Investors because of its own economic interests (e.g., such Fund Investors or their affiliates have committed or will commit to invest in a Fund). In exercising its discretion to select the purchaser(s) of or lenders to such investments, MDP considers various factors, including but not limited to, some or all of the factors listed above in “Allocation of Co-Investment Opportunities” under Item 11. The terms of a transaction involving a Fund (e.g., acquisition, investment, debt financing, refinancing, recapitalization, restructuring, liquidation or sale), are subject to mutual agreement of the applicable parties, which often include the management team of, other investors in, and lenders to, the applicable company. In a sale that is not broadly marketed (or a transaction that is broadly marketed, but where the sales process does not include all types of potential buyers such as strategic acquirors), MDP may not obtain the highest price that it could have for the transaction. Although MDP is not obligated to solicit competitive bids for such transactions or to seek the highest available price (for a sale) or the lowest debt financing rates, it will first determine that such transaction is in the best interests of the applicable Fund(s) and applicable portfolio company, taking into account a variety of factors including those related to the business (e.g., the current status of and future prospects of the business as well as future funding needs or requirements), the industry, current market conditions, and any factors related to the transaction such as the applicable price, the other terms and conditions of the transaction (including but not limited to, speed and certainty of closing and the availability of alternatives), and the requirements and preferences of the other parties involved (including those of the management team and other employees, and other investors or capital providers in such company). There can be no assurance that such transaction will ultimately prove to be the most profitable or advantageous course of action for the applicable Fund(s) or portfolio company. Any such transactions will comply with the Governing Documents of the applicable Fund(s). Subject to the terms of the applicable Governing Documents, a Fund is permitted to invest in opportunities that other Funds have declined, and likewise, a Fund is permitted to decline to invest in opportunities in which other Funds have invested. Cross-Transactions; Portfolio Company Transactions Subject to the terms of the applicable Governing Documents, a Fund can purchase investments from another Fund or a Fund can sell investments to another Fund (including through the purchase or sale of interests by a Fund from or to a Co-Investment Vehicle, continuation Fund or parallel investment vehicle that is managed by MDP or its affiliates). MDP and its affiliates generally receive management or other fees in connection with their management of the relevant Funds involved in such transactions, and are entitled to share in the investment profits of the relevant

Funds; such fees and profits interests among Funds often differ. Such transactions create conflicts of interest because: (a) MDP, its affiliates, the Principals and other personnel typically have material economic interests in certain of these Funds, (b) by not exposing such buy and sell transactions to a broad group of third-party buyers, to any third-party strategic buyers, or to any third-party buyers, a Fund selling its interests may not receive the best price otherwise possible or a Fund purchasing these interests may pay a price higher than what a third party would pay for such interests, and/or (c) MDP might have an incentive to sell the interests held by one Fund to another Fund in order, for example, to earn fees or Carried Interest or enhance the overall performance of the applicable Fund. For example, in circumstances where MDP or an affiliate will continue to manage and receive fees and/or performance-based compensation (i.e., carried interest) relating to the subject assets following the transaction, MDP may not obtain the highest price for the applicable portfolio company assets due to such fee and compensation structure. Furthermore, where the amount of investment contributions paid by the new investors in the continuation Fund serves as the base for calculating the rights to carried interest with respect to the continuation Fund investors, a lower price received by the selling investors results in a greater likelihood that carried interest will be earned by MDP or an affiliate (as well as greater amounts), so MDP has an incentive in such instances to accept a lower price for the selling partners in the interests of increasing its carried interest in the continuation Fund. Further, MDP may be incentivized to structure transactions between Funds to maximize its management fees. MDP reserves the right to deem third-party investment in a transaction and the right to rely on fairness opinions to be verification that the transaction was entered into at a value that is “arms-length.” These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. Further, the relevant General Partner is expected to be incentivized to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of full liquidity through a continuation fund transaction did not exist. Where a selling Fund continues to hold an interest in the relevant portfolio companies, the buyer group may require that the selling Fund and the buying Fund make followon investments in and dispositions of such portfolio companies at the same time on substantially the same terms, which is expected to result in the selling Fund owning such interests for a longer period of time than it otherwise would have if the selling Fund and the buying Fund were not managed by MDP. See also the discussion under Item 8 “Continuation Fund Transactions” above. Conflicts also arise in situations where MDP could potentially cause portfolio companies owned by different Funds to transact with another portfolio company or Fund, including entering into a joint venture or other commercial relationship (such as a services agreement), purchasing assets from or selling assets or equity to each other or merging with each other, in whole or in part, (including a situation where assets or a division of a portfolio company of one Fund is sold to another Fund). Such transactions or other commercial relationships may be material to one or more of the participating portfolio companies. MDP’s relationships with current, prospective or former executives, directors or other affiliates of companies (including portfolio companies), and banks and other lending institutions could influence such decisions as to whether to invest in or divest from a portfolio company and the timing of such a decision. Such portfolio companies often pay material transaction expenses in connection with such transactions (including placement fees as

well as legal and investment banking fees). This creates a conflict of interest as the interests of the purchasing or selling Fund differ from those of the counterparty portfolio company. Depending on the transaction structure, the transactions described herein may disproportionately benefit the purchasing, selling, or merging Fund, other Fund or portfolio company (or MDP or its employees as a result of its interests in a Fund), and the other Fund or portfolio company may incur material expenses or forego gains that would have been obtained had it not entered into such transaction. For example, MDP is expected to be incentivized to support a less successful portfolio company of an older Fund by causing a newer Fund with a longer remaining term and investment period to purchase a part or all of such portfolio company in order to provide MDP additional time to potentially manage it to a successful exit and increase the likelihood of MDP receiving Carried Interest. Similarly, MDP at times will make a follow-on investment in a portfolio investment because such follow-on investment protects the rights given to the investing Fund (or another Fund) previously, such follow-on investment is required to be made as a result of the funding of a Fund guarantee to portfolio company lenders, or for strategic reasons, even when such portfolio company’s valuation has decreased since the original investment. For additional information regarding multiple Funds investing in the same portfolio company, please see “Conflicts Related to Purchases and Sales of Investments” above. Conversely, MDP is expected to be incentivized to sell an attractive investment in an older Fund to a newer Fund and/or another vehicle managed by MDP to increase the amount of fees received by MDP with respect to such an investment. Determining the valuation or other terms of such transactions (including representations and warranties, indemnification and expense payment) is also expected to create a conflict of interest due to MDP’s consideration of the particular terms (including the fee and Carried Interest terms) of the Funds and MDP’s interest in such Funds. Such acquisition or merger may result in the acquiring entity purchasing an MDP portfolio company at a valuation that is: (a) not the highest price than could have been obtained in the market had there been a robust sales process with multiple third-party bidders or strategic bidders or (b) higher than the value of the company resulting in an overvaluation. As a fiduciary to each Fund in such a transaction, MDP will seek to resolve all such conflicts in good faith using its best judgment, but in its sole discretion, subject in certain cases to approval by the applicable Fund Advisory Board of the participating Funds. MDP will follow the Governing Documents of the relevant Funds (e.g., the Governing Documents typically require the consent of the Fund Advisory Board for the sale of a portfolio company (or a portion thereof) by one Fund to another Fund with certain exceptions). There can be no assurance that any such conflicts can be resolved in a manner that is beneficial to each Fund or portfolio company nor is there any assurance that such transaction will be equally or similarly profitable or advantageous to each participating Fund, as applicable. To the extent such matters are not addressed in the Governing Documents of the Funds, MDP will (a) consider its respective duties to each Fund and (b) determine the appropriate method for valuing the applicable portfolio company (which may or may not involve a third-party bid or valuation). Furthermore, to the extent required by the relevant Funds’ limited partnership agreements or otherwise in the sole discretion of MDP, MDP is permitted to seek to mitigate the conflicts identified above by seeking the opinion of an unaffiliated third party (including the use of a consultant or investment banker paid for by a Fund or its portfolio company, or the sellers to opine as to the fairness of a purchase or sale price). MDP may determine that: (a) the willingness of a third party (which third party may be (1) an existing investor in the applicable portfolio company

investment, (2) a financial investor or a strategic investor and/or (3) transacting as a seller or a buyer) to transact on the same or similar terms demonstrates the fairness of the relevant transaction to the Fund under then-current market conditions, or (b) terms proposed by a third party in a nonbinding bid letter or letter of intent and/or comparable company transactions supports the valuation of a company under then-current market conditions. Notwithstanding the foregoing, MDP reserves the right to not obtain a consent or fairness opinion with respect to any transaction. Where cross transactions arise in the context of automatic or other rebalancing of investments among parallel investing entities or companion vehicles, MDP generally will not seek a fairness opinion or Advisory Board consent. MDP intends that any such transactions be conducted in a manner that it believes in good faith to be equitable to each Fund under the circumstances, including by considering the potential present and future benefits with respect to each Fund. Under certain circumstances, MDP may wish to reduce the investment of one or more Funds in an investment and increase the investment of other Fund(s) in such investment (including through a continuation Fund transaction), and may, therefore, effect such transactions by directing the transfer of such investment between such Funds or through any other transaction structure (for example, distribution of portfolio company interests from one Fund and contribution of such interests to another Fund). Any costs and expenses associated with any such transaction will be allocated in accordance with MDP’s allocation policies and procedures, and to the extent not addressed in the applicable Governing Documents, on an allocation that MDP deems in good faith to be equitable based on its best judgment. For example, MDP might determine to allocate bankers’ fees, placement fees and certain other fees and expenses solely to selling investors and not to the “rolling investors” or “new investors” in the purchasing Fund or vice versa or to one or more portfolio companies, in each case, even if such other parties directly or indirectly benefit from the products or services associated with such fees and expenses. In certain cases, MDP may determine that it would be in the best interest of a Fund (the “selling Fund”) to transact with another Fund in order to provide the selling Fund’s investors with an option to either: (1) receive cash proceeds from the selling Fund’s sale or transfer of all or a portion of such portfolio company and/or (2) “roll” (i.e., retain) all or a portion of their interest in such portfolio company. In some cases, MDP may determine not to offer the foregoing option to sell or “roll” (e.g., a “strip sale” to another Fund), which may result in investors in the selling Fund selling or retaining, as applicable, more or less than such investors desire. Additionally, in some cases, the applicable General Partner (and principals of the General Partner) and certain co-investors may have the option to roll or sell more or less than the applicable limited partners. In these types of transactions, the purchasing Fund will generally seek to value the portfolio company with the assistance of third parties (such as secondary or private equity investors, existing investors in such portfolio company, and/or any other seller or buyer in such transaction). Such transactions might also require the investors in the purchasing Fund to make an additional investment in a different MDP Fund, or the investors in the selling Fund to make an additional investment in the purchasing Fund as a condition to being permitted to roll or retain all or a portion of their interest in the applicable portfolio companies. Conflicts of interest arise in these transactions because (i) MDP has an incentive to engage in these transactions because it can earn higher Management Fees and Carried Interest, (ii) MDP, its affiliates and their Principals will be making material investments in the purchasing Fund, (iii) MDP is actively involved in negotiating the terms of the sale on behalf of the selling Fund, on the one hand, and the purchasing Fund, on the other hand (including

allocation of expenses incurred in the transaction), (iv) MDP and its Principals are often receiving Carried Interest distributions from the selling Fund (and depending on the structure, if nonmarketable securities are being distributed in the transaction, such Carried Interest will be based on the gross distribution value of such securities) and/or (v) MDP receives a benefit if an investor in the purchasing Fund is required to make an additional Fund investment in a different MDP Fund. Principal Transactions Section 206(3) under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s prior consent to the transaction. However, MDP has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including the requirement that Principals use reasonable efforts to disclose any economic interest held by them in a prospective portfolio company that is actively being reviewed by a Fund, disclosures required by Section 206(3) of the Advisers Act be made to the applicable Fund(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. In addition, the Governing Documents relating to the Funds generally contain additional provisions addressing principal transactions. Management of the Funds and other Investments MDP and its affiliates sponsor and manage a number of Funds and investment vehicles, including investment funds and vehicles that have objectives, strategies, scopes and investment criteria similar to each other. Subject to the Governing Documents, MDP expects that it or its personnel will in the future spend a material portion of their business time and attention pursuing and managing investment opportunities for several Funds, including for single investor funds; managed accounts; overage funds; continuation funds, companion funds, Co-Investment Vehicles, funds with different operational strategies, target investment sizes, geographic focuses, expected hold periods; special purpose acquisition companies (SPACs), with investment objectives, scope or strategy similar to, or different from (and potentially conflicting with), those of the current Funds. Allocation of available investment opportunities between the Funds or between the Funds and any other fund or investment vehicle could give rise to conflicts of interest. See “Allocation of Investment Opportunities Among Clients” above. In addition, MDP will, from time to time, consider an investment opportunity for one Fund and then subsequently determine to have another Fund make the investment. In making any such reallocation determination, MDP will consider a variety of factors, including those set forth above under “Allocation of Investment Opportunities Among Clients”. Conflicts of interest arise in connection with such a reallocation, including those set forth above under “Allocation of Investment Opportunities Among Clients”. In addition, a conflict of interest exists because the investing Fund will benefit from the initial evaluation, investigation and due diligence undertaken by MDP on behalf of the original Fund for which the investment was initially considered. In certain cases, such reallocation determination may occur after a significant period of time has passed and the Fund to which the investment was originally allocated has incurred substantial out-of-pocket

expenses in connection with evaluating, investigating and diligencing such investment. The investing Fund will typically reimburse the original Fund for such expenses (but MDP will have the discretion to determine which of these expenses should be reimbursed). In the event that the investing Fund does reimburse the original Fund for out-of-pocket expenses incurred in connection with evaluating, investigating and diligencing such investment, the investing Fund may or may not pay interest on any such amounts reimbursed to the original Fund. MDP experiences conflicts of interest in connection with causing one Fund to incur expenses that may ultimately benefit another Fund, and similarly experiences conflicts of interest in determining the need for, calculating the amount of, and effecting any such reimbursement, as such arrangements are expected to involve the discharge of a liability that one Fund owes to another Fund, and in all such cases these determinations, calculations, and terms are not arm’s length arrangements and there can be no assurance that the amount of expenses allocated and paid by the investing Fund covers all applicable expenses or is fair and in the best interest of the Fund. Such Fund will not receive any fees from the investing Fund for the time spent by MDP personnel in reviewing any such transaction. There can be no assurance that the amounts reimbursed to the original Fund will be commensurate with the benefit received by the investing Fund. Conflicts of interest also arise in allocating time, services or functions of the MDP Principals and employees. Subject to the Governing Documents, it is expected that the Principals and employees of MDP responsible for managing a particular Fund will have responsibilities with respect to other funds and investment vehicles managed by MDP or its personnel, including funds and investment vehicles that are raised in the future (e.g., funds with similar as well as different investment objectives, strategies, and scope). Specifically, even when a new Fund is established, MDP and its Principals and employees spend a material amount of time managing prior Funds and such Funds’ existing and in-process investments. Members of the MDP team also have and are expected to have material economic interests in more than one Fund, including interests in management, monitoring and advisory fees and/or carried interests relating thereto (and an individual’s economic benefits in one Fund may be greater than such person’s economic interests in another Fund). The Funds that the Principals control or manage will potentially compete with other Funds or their respective portfolio companies. Additionally, MDP Principals and employees have an incentive to allocate more time, services and functions to Funds from which such personnel derive a higher economic benefit and/or better performing Funds. With respect to conflicts created by sequential Funds (e.g., Funds VII and VIII), these conflicts are partially mitigated by provisions regarding the allocation of investment opportunities contained in the applicable Governing Documents of such Funds. Cross-Guarantees In certain circumstances, lenders, purchasers of portfolio companies and other parties negotiate for the right to face only select Fund entities (or MDP determines for efficiency or other reasons, to have some but not all applicable MDP Fund entities be a party to an agreement), which may result in a single Fund being solely liable for other Funds’ shares of the relevant obligation and/or joint and several liability among Funds. In each such case, MDP intends to cause the relevant other Funds to enter into a back-to-back guarantee, indemnification, memorandum of understanding or similar reimbursement arrangement, although the Fund undertaking the obligation in the first instance generally will not receive compensation for undertaking the obligation in the first

instance, but is often reimbursed for expenses incurred on a proportionate basis. In addition, the Funds will, from time to time, enter into arrangements that require the Funds to be jointly and severally liable. If one Fund defaults on such arrangement, the other Funds will be held responsible for the defaulted amount. The Funds will only enter into such joint and several arrangements when MDP determines it is in the best interests of the Funds and is in compliance with the terms of the applicable Governing Documents. Personal Investments In addition, subject to the Governing Documents and the Firm’s Code of Ethics, Adviser Personnel, are permitted to invest in, control and/or manage businesses (including companies that operate or provide services within one of MDP’s industry sectors) or other investment vehicles (e.g., hedge funds, debt funds, venture capital funds, search funds, or other investment funds) (collectively, “Personal Investments”). Adviser Personnel that are not employees of MDP are not required to offer MDP or the Funds an opportunity to participate in any Personal Investments, even if such Personal Investment may be within the scope of their respective investment strategies. Personal Investments can include, without limitation, securities or other instruments: (a) that MDP has recommended to a Fund, (b) that were offered to a Fund and reviewed by MDP but were determined not to be an appropriate investment for such Fund, and/or (c) that are made through the Proprietary Credit Vehicle, and/or (d)that were not offered to a Fund (and in each of the foregoing circumstances, MDP will determine if expenses incurred by any Fund in connection with the investment opportunity should be reimbursed to such Fund by such persons). Adviser Personnel have a conflict of interest with respect to their Personal Investments, including through the Proprietary Credit Vehicle. Typically (but not always), Adviser Personnel are passive investors in such Personal Investments but they generally are permitted to receive compensation or other beneficial economics (e.g., carry) relating to such investments. In some cases, Adviser Personnel have an active role in such Personal Investments, subject to satisfying any time and attention requirements to MDP (if any). Personal Investments may compete with the Funds or their portfolio companies, which creates conflicts of interest. These Personal Investments have in the past and may in the future purchase interests from or sell interests to, the Funds (for example, an MDP employee is a passive investor in a private investment fund that is not affiliated with MDP; such private investment fund sells its portfolio company to a Fund or that other private investment fund invests in a portfolio company of a Fund). In addition, these Personal Investments (including through the Proprietary Credit Vehicle) include debt, equity and other funds or investment vehicles that have invested, and may in the future invest, in debt, equity or other securities of certain current or prospective portfolio companies and from time the interest of the equity holding Fund will diverge from those of the debt-holding Personal Investment (including through the Proprietary Credit Vehicle). In some cases, the Adviser Personnel provides an introduction of such fund or investment vehicle as a potential lender to or investor in a current or prospective portfolio company. As a result, such Adviser Personnel, through such Personal Investment, would indirectly hold debt investments or other securities of such portfolio company. These Personal Investments may also include an investment in a fund or other entity managed by an investor in a Fund, which could encourage the Adviser Personnel to grant such investor preferential or favorable treatment (including, for instance, with respect to co-investment opportunities). Further, in connection with the purchase or sale of such Personal Investments, time will be spent by such persons in evaluating, negotiating, monitoring and disposing of such investments. Subject to the applicable Fund’s

Governing Documents, time spent in connection with these other investment activities can be material, which can result in such person devoting more time and attention to such Personal Investments and less time and attention to the activities of the Funds, which creates a conflict of interest. It is also possible that MDP, in its sole discretion, later determines that such a company is a suitable investment for a Fund due to developments with respect to the securities, or a Fund's portfolio or, subject to the terms of the Governing Documents, changes to MDP’s investment approach. In such a circumstance, a Fund may invest in the company even though Adviser Personnel already hold interests in it, and, subject to MDP’s pre-clearance policy, Adviser Personnel will be permitted to buy additional interests, maintain their interests, either concurrently or subsequently, even if such investment limits a Fund’s desired allocation, or sell their interests, in each case without regard to the actions of a Fund. Adviser Personnel holding an investment for their own account in a portfolio company that is later determined to be suitable or appropriate for a Fund may also participate in making such determination and may and frequently will be involved in recommending the investment to a Fund. This presents various actual and potential conflicts of interest, including without limitation because the Adviser Personnel would have independent financial, relationshipdriven or other interests in causing a Fund to invest in that opportunity (potentially at a higher price or with worse terms than in the absence of such conflicts), and the Adviser Personnel’s investment or relationships may be enhanced as a result of such Fund's investment. The potential exists for personal securities transactions by Adviser Personnel, including those that have been pre-cleared or approved in advance, to generate significantly higher investment returns to such personnel than a Fund's investment transactions generate for their own investors. With respect to conflicts created by a Personal Investment, these conflicts are partially mitigated by the requirement that each Adviser Personnel is required to pre-clear such investment and where such Personal Investment is made in a fund vehicle, the Adviser Personnel is typically (but not always) a passive investor and such person does not control or have any input to the investment decisions being made by such vehicle. Conflicts can arise when a Fund or portfolio company is seeking to make an investment in a company that is a Personal Investment; in certain cases, Advisory Board consent is required under the applicable Fund’s Governing Documents before the Fund or portfolio company can make such investment. These conflicts are further mitigated by the fact that the economics received by MDP employees derived from an interest in a Fund typically materially exceed the economic benefit received with respect to a Personal Investment. While MDP employees’ significant Fund investments generally operate to align such persons’ interests with the Funds, such persons may have differing interests from the Funds with respect to certain investments (for example, the availability and timing of liquidity). Reimbursements A portfolio company typically will reimburse the General Partner or service providers retained at the General Partner’s discretion for expenses (including travel expenses) incurred by the General Partner or such service providers in connection with the performance of services for such portfolio company. This subjects the General Partner to potential conflicts of interest because a Fund generally does not have an interest or share in such reimbursements, and the amount of such reimbursements over time is expected to be substantial. Subject to the Governing Documents and

its internal reimbursement policies and practices, the General Partner may determine the amount and timing of such reimbursements in its own discretion (including any waivers on collecting such reimbursement). See also Item 5 “Amounts Reimbursed by Portfolio Companies or Prospective Portfolio Companies” for additional information. Portfolio Company Data and Other Information MDP receives and/or generates various kinds of portfolio company data and other information, including confidential and/or sensitive information related to or created in connection with financial, industry, market, business operations, trends, budgets, plans, employees, contractors, customers, suppliers, competitors, sustainability, employees, commercial and transactional information, user data, cost data and related data and information, and other metrics, some of which is sometimes referred to as “big data.” MDP and its affiliates are permitted to enter into arrangements (whether formal or informal) or understandings with portfolio investments to facilitate the sharing of data and/or analytics. Subject to applicable legal, regulatory and contractual requirements, these information sharing arrangements are designed to, among other things, allow MDP, its affiliates and personnel, other Funds and/or their portfolio companies (collectively, the “Data Recipients”) to enhance and improve operations, develop investment opportunities and strategies, identify specific investment or business opportunities or analyze existing investments, as well as better discern a particular industry, company, economic, environmental, social, governance or other trends and developments and enhance MDP’s ability to provide advice or direction to another portfolio company’s management team on strategy or operations. Further, data is expected to be aggregated across the Funds and their respective portfolio companies and, in connection therewith, MDP is expected to serve as the repository for such data, including with ownership, use and distribution rights therein. MDP may also share data from a portfolio company of one Fund with a portfolio entity of another Fund, which may increase a competitive disadvantage for, and indirectly harm, such portfolio company. Except for (a) contractual obligations to third parties to maintain confidentiality of certain information or otherwise limit the scope and purpose of its use of distribution and (b) compliance with applicable laws, MDP is generally free to use (and has used and intends to continue to use) data and information from a Fund’s and its portfolio companies’ activities in its sole discretion for the benefit of the Data Recipients. The use of such data is expected to present a conflict of interest, and MDP does not intend to specifically disclose such conflicts to the relevant Funds or their investors. MDP uses this information in a manner that may provide a material benefit to the Data Recipients without compensating or otherwise benefitting the Funds or portfolio company from which such information was obtained. For example, data analytics based on inputs from one portfolio company may inform business decisions by other portfolio investments, or investment decisions by MDP and its affiliates, without the source of the data being directly compensated. MDP has an incentive to pursue investments (on its own behalf or on behalf of the Funds) based on the data that may be accessible as a result of owning such investments, and/or to utilize such data in a manner that benefits MDP and/or investments held by other Funds. It is difficult, if not impossible, to measure exactly the benefits any particular entity receives from these kinds of arrangements, or to determine the compensation for such information. Any benefits received by the Data Recipients from the sharing and use of “big data” and other information will not offset

the Management Fee or otherwise be shared with a Fund or its investors. In addition, portfolio companies may also incur incremental expenses in collecting and organizing information requested or required to be furnished to MDP (which expenses are indirectly borne by the applicable Funds invested in the portfolio company providing this data). Any such expenses incurred is not expected to be borne by the Data Recipients. Special Purpose Acquisition Vehicles (SPACs). The Funds may invest in units of, shares of, warrants to purchase stock of, and other interests in a special purpose acquisition companies or similar special purpose entities that pool funds to seek potential acquisition opportunities (collectively, “SPACs”). SPACs and similar entities have no operating history or ongoing business other than seeking to complete a business combination with one or more companies, and as a result, the value of each of their securities is particularly dependent on the ability of the entity’s management to identify and complete a successful business combination. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust account until the target company is acquired or a pre-determined period of time elapses. In the future, MDP, its affiliates and/or its Principals may sponsor one or more SPACs and, in connection therewith, may receive management shares in such SPAC (and for the avoidance of doubt, any amounts earned with respect thereto will not offset the Management Fees of a Fund or be for the benefit of the Fund). Based on the investment strategy typical for a SPAC, such activity will not be subject to the restrictions on the formation of a successor fund or the outside investment activity restrictions set forth in the Funds’ Governing Documents. Conflicts arise as a result of such activities, including as a result of: (a) such a SPAC entering into a transaction with a portfolio company of a Fund, (b) an investment in such SPAC by a Fund, and (c) a Fund making an investment or committing to make an investment in the future alongside the SPAC. In addition, conflicts of interest exist in allocating MDP personnel time to the SPAC and in allocating investment opportunities. MDP would be expected to create policies or procedures for allocations of investment opportunities between the Funds and the SPAC. MDP would seek to resolve such conflicts in a manner that MDP deems equitable to the extent possible under the prevailing facts and circumstances and that is consistent with the Governing Documents of the applicable Fund and the SPAC. Platform Builds and Holding Companies The Funds may create a platform for acquiring companies in a particular industry for the purpose of creating synergies across, and adding value to, such companies (e.g., merging companies together to create economies of scale or running certain companies in a coordinated manner). In such instances, a holding company (“Holding Company”) would be created that would acquire and manage the companies in the platform. Holding Company or platform structures may change during the investments’ hold period, for instance, in connection with restructurings or dispositions, and platform structures may allow the Funds to invest in new companies outside of the Fund’s active investment period. The investments in the Holding Company may be managed together (including, for example, the use of common service providers), combined and/or otherwise sold together as part of a single transaction or series of related transactions). The Holding Company could be staffed with personnel responsible for sourcing, acquiring and managing companies for the Holding Company (e.g., Executive Teams). For additional information regarding Executive Teams, please see “Other Amounts Paid by Portfolio Companies or Funds; Consultants” in Item

5 above. In addition, as the Adviser earns Management Fees and Carried Interest from the Fund, the Adviser will benefit from the assets, income and gains of the Holding Company. Fee and Carried Interest Structure Because the Management Fee is, at certain times during the life of the Funds, based upon unreturned capital contributions, this fee structure creates an incentive to deploy capital when MDP would not otherwise have done so and to forego an opportunity to liquidate an investment when MDP may otherwise have done so. MDP has discretion in determining whether an investment has been permanently written down, which impacts the calculation of Management Fees. As provided in the Funds’ Governing Documents, during the step-down period of a Fund, the Management Fees with respect to such Funds are typically calculated based on unreturned capital, which is reduced by any investments that are permanently written down. As a result, a conflict of interest exists because MDP has an incentive to refrain from, delay or forego permanently writing down investments in order to ensure the Management Fee base does not decrease, which would result in higher Management Fees ultimately paid to MDP. In general, MDP evaluates several criteria in determining whether to permanently write down an investment (which criteria, and the respective weights thereof, are expected to vary from time to time), including, without limitation, how long the investment has been held, length of time the investment has been marked down, materiality of markdown, anticipated holding period of the investment, anticipated liquidity horizon of the investment, volatility in valuation, impact of foreign currency fluctuations and/or market conditions on valuation, output from various valuation methodologies, and anticipated or potential recovery path for the investment. As a general matter, these criteria are not intended to apply to investments experiencing partial or temporary declines in value. MDP reserves the right to change these criteria in its sole discretion from time to time and MDP has flexibility in determining the applicability and weighting of each factor and has ultimate discretion in determining whether an investment should be permanently written down. As a result, determining whether an investment is permanently written down is subjective, and MDP is permitted to determine that even extremely distressed investments should not be permanently written down. In addition, if MDP determines that an investment should be permanently written down, the amount of such permanent write-down is determined in MDP’s discretion (and the value after such write-downs may be higher than such investment’s current fair market value). There can be no assurance that an investment, in hindsight, should have been permanently written down, should have been permanently written down at an earlier date or should have been permanently written down more significantly. There can be no assurance that a third-party or investor would agree with the substance or timing of MDP’s determination that an investment should be permanently written down. Except as set forth in the Fund’s Governing Documents, neither MDP nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during respective Fund’s holding period. MDP is entitled to make its own determination as to whether an investment should be permanently written down, taking into account all facts and circumstances it deems relevant, subject to the provisions of the respective Governing Documents. MDP also reserves the right to waive (whether permanently or temporarily) any portion of the Management Fee related to a potentially impaired investment without determining whether such investment should be permanently written down. Although MDP intends to operate in accordance with the Governing Documents, as well as its

valuation policy, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such Governing Documents and policy will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations. Additionally, as discussed above in Item 6, the General Partners (who are affiliates of MDP) of many Funds are entitled to Carried Interest under the terms of the Governing Documents of such Funds. The existence of the Carried Interest or the potential to receive more Carried Interest with respect to particular Funds creates an incentive for MDP to cause such Funds to make additional, riskier or more speculative investments than they would otherwise make in the absence of performance-based compensation and to take more liquidity risk with existing investments than they would otherwise make in the absence of such Carried Interest because the potential upside to the Carried Interest of such investments outweighs the potential negative impacts on the Carried Interest. In addition, the General Partner is incentivized to hold investments that have poor prospects for improvement in order to receive ongoing Management Fees in the interim and maintain the potential to receive Carried Interest distribution if such asset’s value appreciates in the future. Additionally, to the extent that MDP Principals are assigned varying percentages of Carried Interest from the Funds or have Carried Interest in different sized Funds, such Principals are subject to conflicts of interest because they are incentivized to make investment or sale decisions with respect to Funds from which they are entitled to receive a higher amount of Carried Interest. Pursuant to the Governing Documents, the General Partner may be required to return excess amounts of Carried Interest as a “giveback.” This giveback obligation creates an incentive for the General Partner to defer disposition of one or more investments or delay the liquidation of a Fund if the disposition and/or liquidation would result in a realized loss to the Fund or would otherwise result in a giveback situation for the General Partner. The General Partner is permitted to elect to receive its Carried Interest in the form of an in-kind distribution of securities of a portfolio company, including for purposes of permitting one or more General Partner personnel to donate such securities to charity (which may include private foundations, fund or other charities so chosen by such personnel). Any tax efficiencies to such General Partner personnel associated with this form of charitable giving may have the effect of reinforcing or enhancing the General Partner’s incentives otherwise resulting from the existence of its Carried Interest and therefore, the General Partner may have a conflict of interest in making decisions on behalf of the Funds (including, for instance, the timing of disposition or distribution of investments). The conflicts of interest created by the receipt of such fees, reimbursements and/or offsets to the Management Fee are also described in Item 5 above. Fund Level Borrowing or Guarantees To the extent a Fund uses borrowed funds in advance or in lieu of capital contributions or to the extent a Fund is required to make payments as a result of its guaranty of portfolio company debt, such Fund’s investors generally will be required to make additional capital contributions, including contributions to fund the expense of interest and fees on such borrowed funds. A Fund’s use of

borrowed funds will likely impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and the amount of Carried Interest such Fund’s General Partner receives, as these calculations generally depend on the amount and timing of capital contributions. Thus, while the Funds will bear the expense of borrowed funds (of which the Carried Interest bears 20%), such borrowings can also increase the Carried Interest received by the Fund’s General Partner or will result in the Fund’s General Partner receiving Carried Interest earlier than it would otherwise have by decreasing the amount of distributions from the Funds that are required to be made to Fund Investors in satisfaction of any preferred return. Additionally, because the use of leverage (including guarantees) at the Fund level can make the calculation of returns higher or lower than it otherwise would be without fund-level borrowing or guarantees, the General Partner may be incentivized to utilize (or increase its utilization of) such leverage where the use of leverage is expected to result in an enhancement of the calculation of returns, which may be considered to benefit the marketing efforts of MDP and its affiliates. Any borrowing by a Fund or a guarantee by a Fund of portfolio company debt will diminish returns (or increase losses on capital) to the extent overall returns are less than such Fund’s cost of borrowing. In some circumstances, the use of Fund-level borrowing is expected to increase the base of a Fund’s Management Fee calculation, such as during periods where the Management Fee base includes capital contributions made to pay interest and expenses associated with any such indebtedness, as well as capital contributions payable to the Funds pursuant to capital call notices that MDP intends to issue to repay any such indebtedness. The General Partner therefore has a conflict of interest in deciding whether to borrow funds because the General Partner may receive disproportionate benefits from such borrowings. Further, the Funds will also utilize subscription facilities to benefit co-investment parties. For example, a Fund will borrow to fund a co-investment party’s pro rata share of an investment or expense related to an investment. While the General Partner expects that all parties (including the General Partner and any co-investment party) will bear their pro rata share of the interest expense, in some circumstances, (a) certain parties may not bear the interest expense (for example, management teams of a portfolio company and Consultants) and (b) even if such parties pay for their pro rata share of such interest expense, they may not necessarily pay for origination and other costs allocable to the extension of credit, and in such circumstances, the Funds will bear a disproportionate amount of the credit risk and/or credit expense in incurring the debt on behalf of other parties. Borrowings by a Fund will generally be secured by capital commitments made by the investors to the Fund and/or by a Fund’s assets, and documentation relating to such borrowing may provide that during the continuance of a default thereunder, payments to the investors may be subordinated until such Fund-level borrowing is repaid. The use of Fund-level borrowings will differ based on available credit facility capacity and contractual terms applicable to each Fund under any such credit facility. Therefore, credit facilities utilized by the Funds may have different terms from those utilized by other Funds. The Funds may be invested in the same investment, and while the valuation of such investment would be consistently determined pursuant to the relevant Governing Documents, the investment return can, in certain circumstances, differ among the Funds as a result of the difference in the terms of their respective credit facilities.

Additionally, certain Funds are permitted to borrow from another Fund’s line of credit (whether on a joint and several or just a several basis). This could occur in a variety of situations, including where one Fund warehouses an investment for another Fund or another Fund participates in an investment at a later date than the original investing Fund or for administrative convenience. In these situations, the borrowing Fund could benefit from lower interest rates or more favorable terms than it could obtain from its own lenders, while the Fund making its credit line available could incur higher costs or risks by sharing its credit capacity (including facility or other fees, interest and legal costs), which is secured by capital commitments of such Fund. Also, the borrowing Fund could impair the liquidity of the Fund making its credit line available or ability to meet its own obligations by delaying or defaulting on the repayment of the borrowed funds, by using the borrowed funds as collateral for other transactions, or by reducing the amount available on such line of credit. Additionally, the Fund using the line of credit from another Fund may not bear interest, which increases the costs borne by the Fund utilizing its line of credit. See also “Borrowing, Guarantees and Credit Support by the Funds” in Item 8 - “Risks Relating to Investments.” Leverage Below a Fund Although it presents many of the same risks as Fund-level borrowing, indebtedness of entities other than a Fund is typically not treated as Fund-level borrowing for purposes of the Funds’ Governing Documents, even if the special purpose vehicles or other entities incurring such leverage engage in borrowings that are cross-collateralized with or among multiple investments such that multiple investments and a substantial portion of a Fund’s value are at risk. Since MDP has more flexibility when engaging in these structures, and such borrowings are not subject to limitations set forth in the Governing Documents, MDP has an incentive to incur significant leverage at the level of special purpose vehicles or other entities beneath a Fund. The negative performance of one asset may materially and adversely affect the performance of other investments or a Fund or special purpose vehicle as a whole. For example, MDP reserves the right to cause a Fund to incur indebtedness that is secured by any assets of such Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and reserves the right to cause a Fund to directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). In these situations, indebtedness is permitted to be incurred for any purpose relating to the activities of a Fund, including without limitation to: finance any investment-related activities of such Fund; increase the buying power of such Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of Management Fees; make, hold or dispose of investments; provide financing or refinancing; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Any indebtedness obtained by any special purpose vehicle established by a Fund to hold a single, multiple or all investments (such as indebtedness pursuant to a lending

facility collateralized or secured by a Fund’s holdings in some or all of its investments) generally would not be subject to the limits on borrowings in the Governing Documents. See also “Borrowing, Guarantees and Credit Support by the Funds” in Item 8 - “Risks Relating to Investments.” Diverse Investors The investors in the Funds generally include U.S. taxable and tax-exempt entities, and institutions from jurisdictions within and outside of the United States. No attempt is made herein to summarize the tax consequences for each prospective investor of acquiring, holding or disposing of an interest in any Fund depending on such investor’s particular tax characteristics. A Fund’s investors (including the General Partner) often have conflicting investment, tax and other interests with respect to their investments in a Fund. The conflicting interests among the investors generally relate to or arise from, among other things, the nature of investments made by a Fund and the structure of the acquisition or disposition of such investments. As a consequence, conflicts of interest arise in connection with decisions made by MDP or its affiliates, including with respect to the nature or structuring of investments, that are more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situation. Further, the structure of a Fund and its investments may not be tax efficient for any particular prospective investor. In structuring, acquiring and disposing of investments appropriate for a Fund, MDP and its affiliates will generally consider the investment and tax objectives of the applicable Fund and the investors as a whole, unless otherwise required by the Governing Documents. In certain circumstances, such structures may lead to additional costs or reporting obligations for some or all of a Fund’s limited partners. Each prospective investor should consider its own tax position in relation to acquiring, holding and potentially disposing of an interest in a Fund, consulting its tax advisor as appropriate. Positions with or Services to Portfolio Companies; Portfolio Company Conflicts Decisions made by a director of a portfolio company of a Fund may subject MDP, its affiliate or a Fund to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In general, the Funds will indemnify MDP and its partners, affiliates, Principals and employees from such claims. From time to time, current or former employees of MDP may also receive compensation or fees from a portfolio company which may not subject to a Management Fee offset or otherwise shared with the Funds and/or their investors. Please see the discussion above under Item 5 for additional details. In connection with the sale of a portfolio company, a Fund is permitted to continue to own an interest in a “holding company” (the parent of the underlying portfolio company) and MDP or such Fund will often be named or act as a “Seller’s Representative” (or other similar role) or otherwise take actions on behalf of the holding company, in each case, with respect to various post-closing matters (such as administering post-closing indemnity or earn out payments to the sellers). Such roles and activities may subject MDP, its affiliate or a Fund to claims they would not otherwise be subject to in the absence of these roles/activities. In general, the Funds will indemnify MDP and its affiliates, Principals, employees and partners from such claims.

Certain employees of or other persons related to MDP or its affiliates may in the future be seconded to or otherwise engaged by portfolio companies on either a full-time or a part-time basis to provide services to such portfolio companies. Subject to the applicable Governing Documents, the portfolio companies will pay such person’s fees, salaries, consultant fees, other cash compensation, stock options, other equity grants or other compensation and incentives and reimburse MDP or such persons for any travel costs or other out-of-pocket expenses incurred in connection with the provision of their services. MDP may also advance compensation to these individuals and be subsequently reimbursed by the applicable portfolio companies. Any compensation customarily paid directly by MDP or its affiliates to such persons can be reduced to reflect amounts paid directly or indirectly by the portfolio company even though the payment by the portfolio company will not be deemed a Transaction Fee and therefore the Management Fee paid or Carried Interest distributed by a Fund to MDP will not be reduced as a result, if applicable. Any amounts paid to such persons by a portfolio company (or paid by MDP and reimbursed by a portfolio company) will not be treated as expenses of the Funds and will not reduce the Management Fee otherwise payable to MDP or any Carried Interest otherwise payable to MDP or its affiliates (whether or not such persons have a remaining interest in a Fund’s general partner or affiliated entity), though such compensation and incentives will be borne by the Funds indirectly as a result of its ownership interest in such portfolio company. In addition, certain employees of MDP (including those who provide capital markets and portfolio operations services) provide services directly to the portfolio companies of the Funds. Conversely, in the event that a person that previously received compensation from a portfolio company becomes an active partner of the Funds, investors will only receive the benefit of any applicable offset only beginning as of the relevant start date of such person’s employment with MDP, and not with respect to any compensation prior to such date, including equity grants made prior to the date of employment that vest thereafter. MDP has the discretion to decide when to charge a portfolio company fees for services provided by MDP and its personnel and the amount of such fees. It may charge fees to a portfolio company of a Fund for capital markets and portfolio operations but elect not to charge fees (or charge a lower fee for the same or similar services) to another portfolio company the Fund or other Funds. In these circumstances, the fees paid by the paying portfolio company may be seen as “subsidizing” the services provided to the non-fee paying portfolio companies. The relative percentage of these expenses that are borne by various stakeholders (including the Funds, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred, and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits. In addition, employees of MDP have in the past and may in the future, on occasion leave the employment of MDP or its affiliates and become an officer, director or employee of a portfolio company or a Consultant, which shifts the burden of compensation of such person from MDP to the portfolio company or Fund. Such employees may fill open roles or newly created roles at the portfolio company and MDP often provides guidance on target compensation to the portfolio company’s management or other persons involved in the hiring determination for such person. Any compensation (cash, equity, profits interest or otherwise) received by a former MDP employee from the portfolio company is not defined as “Transaction Fees” under the applicable Governing Documents (and as a result, is not offset against the Management Fee or applicable expenses, whether or not such persons have a remaining interest in the Fund’s general partner or affiliated entity). Conversely, employees of a portfolio company have in the past and may in the

future, on occasion leave the employment of the portfolio company and become an employee of MDP or its affiliates, which may adversely affect such portfolio company. In addition, certain portfolio companies controlled by a Fund engage in activities that could adversely affect another Fund and/or its portfolio company, including, for instance, as a result of laws and regulations or certain jurisdictions (such as bankruptcy, environmental, consumer protection and/or labor or union laws) that may not recognize or permit the segregation of assets and liabilities between separate entities. Such laws, regulations or jurisdictions may also allow for recourse against assets that are under common control with, or part of the same economic group as the entity that has incurred the liability. This may result in the assets of a Fund and/or a portfolio company being used to satisfy the obligations or liabilities of another Fund or its portfolio company, including those obligations and liabilities owed to service providers. At times, the Funds may acquire portfolio companies that compete in certain geographic areas or sectors with portfolio companies held by other Funds, which can result in competition among such portfolio companies for lenders, products, service providers, employees or customers, among others. In addition, a portfolio company may hire employees from or provide services or sell products to (in some cases at a discount or free of charge) another portfolio company (whether of the same Fund or a different Fund). In providing advice to a portfolio company’s business, MDP is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by the Adviser to a portfolio company may have adverse consequences to a separate portfolio company owned by the same or another Fund. For instance, a portfolio company may seek to expand its market share at the expense of another portfolio company, increase its own prices, purchase assets from, or sell assets to another portfolio company at a price that is more advantageous for one portfolio company over the other portfolio company, or commence litigation against another portfolio company. See the discussion above under “CrossTransactions; Portfolio Company Transactions”. In most cases, an MDP employee’s fiduciary duties as a director of their portfolio companies are contractually waived. Where an MDP employee’s fiduciary duties as a director are not waived or waivable, conflicts of interest may arise in the event that an MDP employee’s fiduciary duties as a portfolio company director conflict with those of the Fund. In addition, to the extent an employee serves as a director on the board of more than one portfolio company, such employee’s fiduciary duties among the two portfolio companies may create a conflict of interest (this can happen, for example, when a potential add-on acquisition target is appropriate for both companies). At times, because of such duties or other legal reasons (e.g., information that is attorney-client privileged), such directors may not be able to share confidential information concerning such portfolio company with MDP or another portfolio company, which information could otherwise be beneficial for MDP or such other portfolio company to understand. Side Letter Agreements To the extent permitted under applicable law, MDP often enters into certain side letter agreements with certain investors in a Fund (“side letters”) providing such investors with different or preferential rights or terms, including but not limited to, different or preferential fee or expense structures, other preferential economic rights, rights not to invest in a particular type of company

(which, if exercised, will increase the percentage of interest of the participating investors in, and contribution obligations of such investors with respect to, such investments), information rights (including those with respect to environmental, social and governance reporting), disclosure rights, rights or terms necessary in light of particular legal, regulatory or public policy characteristics of a particular investor, modification of representations, indemnification and/or liability and other obligations, co-investment rights, withdrawal, liquidity or transfer rights. Such side letters may create conflicts of interest among investors in a Fund because MDP, pursuant to its side letters, may be required to act in a different manner than it otherwise would have in the absence of such arrangements. Side letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Fund or of limited partners as a whole, including in the event that a side letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. The Governing Documents of a Fund describe when an arrangement or document constitutes a “side letter” and when a side letter is required to be disclosed to other investors in the same Fund. Also, investors will have no recourse against a Fund, the applicable Fund’s General Partner, MDP or their respective affiliates in the event that certain investors receive additional or different rights or terms pursuant to such side letters, some of which rights may impact the rights and/or increase the obligations of other investors. Although many side letters are not required to be disclosed to other investors in the same Fund, such non-disclosable side letters are often provided to certain investors upon their request. Conflicts arise in connection with MDP’s own economic and/or other business incentives to provide certain preferential terms to certain investors, e.g., based on commitment amount to a Fund or the timing thereof (e.g., first close or size discounts to Management Fees or Carried Interest), the ability of an investor to provide sourcing or other services to MDP, its affiliates and personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to MDP, its affiliates and personnel, or the Funds. Recommendation and Retention of Service Providers MDP and its Principals and employees will cause a Fund or a portfolio company thereof (regardless of whether in response to a request for a recommendation or otherwise) to engage in commercial relationships or contract for services with (i) Consultants, (ii) an entity or person who also provides services to MDP (including but not limited to law firms, accounting firms, consultants, lenders, commercial or investment bankers and group purchasing organizations, the latter of which make MDP eligible to receive favorable terms that are consistent with those provided to all members (including portfolio companies of the Funds)), (iii) other portfolio companies (including those of other Funds) or executives, directors and/or employees of any such portfolio company, (iv) an entity or person with whom MDP or its affiliates or a member of their personnel and/or their family members or relatives has a relationship or from which MDP or its affiliates or their personnel otherwise derives financial or other benefit (including benefits such as Personal Investment opportunities or the receipt of gifts and/or entertainment), (v) MDP or the General Partner or an employee, officer or affiliate thereof, or (vi) a current or prospective Fund investor (or a limited partner of another Fund) or its affiliates or another party that directly or indirectly benefits such Fund Investor or such Fund Investor’s interests. In many cases, the rates and terms of such engagements are determined by or substantively influenced by the General Partner. The cost of these services will generally be borne directly or indirectly by the Fund or the portfolio companies, as applicable. The existence of and nature of such relationships raises conflicts of interest between MDP and/or its personnel, on the one hand, and the Funds and its

portfolio companies, on the other hand, in determining whether to engage such service providers and if engaged, on what terms and conditions. MDP has a conflict of interest in entering into such contracts or making such recommendations, because MDP or its personnel have financial, business or personal interest or relationships (e.g., investment banking, personal banking, wealth management or lending arrangements (whether personal or on behalf of MDP), discounted fees, future deal flow or receipt of gifts or entertainment (some of which may be exclusive or hard to value) they would not receive absent such engagement, potential future deal flow, etc.). Additionally, there is a possibility that MDP or its personnel, because of such interests or relationships or for other reasons (including whether the use of such persons could establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to the General Partner or its affiliates, the Funds or other investment funds sponsored by the General Partner or its affiliates or a continued investment in one or more Funds), may favor such retention or continuation of a service provider even if a better price and/or quality could be obtained from another person. For example, potential conflicts arise if MDP is incentivized to have the Funds and/or portfolio companies engage investment banks and/or other intermediaries, for the purpose of generating future deal flow for such Fund or other Funds (or their portfolio companies). Arrangements such as those involving group purchasing organizations also create a conflict of interest as they involve the sharing of risk, such as under group insurance arrangements where deductibles are shared or calculated with regard to the group rather than individual insured parties. Any discounted amounts or other economic benefits received by MDP under such group arrangements are neither offset against the Management Fee nor otherwise shared with the Fund. Whether or not MDP has a relationship or receives financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. In addition, the services required by the Funds or their portfolio companies may be specialized or customized in nature, and other service providers may not offer the same expertise, capabilities, or ability to meet specific requirements. As a result, there may be limited or no cost savings from retaining particular service providers. In selecting or recommending service providers, MDP may consider multiple factors, including but not limited to price, quality, experience, reputation, ability to meet specialized or customized requirements, and the overall suitability of the service provider for the particular needs of the Fund or portfolio company. A current or prospective investor in a Fund (or an affiliate of such investor) may also be a service provider to or enter into a business relationship with, such Fund, another fund managed by MDP or one of their respective affiliates, or one of their portfolio companies (including providing mezzanine and other lending arrangements to such portfolio companies). This creates a conflict of interest, as MDP may give such investor preferred economics or other terms with respect to its investment in a Fund, or may have an incentive to offer such investor co-investment opportunities (or priority with respect to such opportunities) that it would not otherwise offer to such investor, absent such service provider or business relationship. In addition, MDP will have a conflict of interest in recommending the retention or continuation of a service provider to the Funds or a portfolio company if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in Funds or make a new or larger investment in Funds, will provide MDP information about markets and industries in which MDP operates, will provide other services that are beneficial to MDP, and/or will provide financial sponsorship of events held by MDP (such as transaction closing dinners or outings, social or entertainment events or informational summits or training events for MDP or portfolio company personnel). Because certain expenses are paid by

a Fund and/or its portfolio companies or, if incurred by MDP, are reimbursed by a Fund and/or its portfolio companies, MDP may not necessarily seek out the lowest cost options or confirm such fees are comparable to the market rates for such services when incurring (or causing a Fund or its portfolio companies to incur) such expenses. MDP generally has an incentive to recommend the products or services of certain investors or prospective investors in the Funds to the Funds or their portfolio companies for use or purchase, even though the products or services recommended may not necessarily be the best available to the Funds or the portfolio companies. In addition, a portfolio company has an incentive to engage a service provider that is an investor or prospective investor in a Fund in order to, among other things, maintain goodwill with MDP. It is common for MDP to recommend to, or cause a Fund or its portfolio companies to retain, a portfolio company of another Fund to provide services (for example, the services of an insurance broker, financial advisory or consulting firm) (a “Portfolio Company Service Provider”), even if other service providers could provide the same or similar services at a lower cost or with a higher quality. Further, Portfolio Company Service Providers have in the past, and are expected to in the future, provide such products or services at a discounted rate or, in certain circumstances, for free. This creates a conflict of interest because MDP has an incentive to recommend a Portfolio Company Service Provider which could benefit another Fund (potentially resulting in an economic benefit to MDP through carried interest). When recommending the services of a Portfolio Company Service Provider to a Fund or another portfolio company, MDP typically does so because it believes in its reasonable judgment that the services offered by such provider are of good quality and that such provider’s services have comparable (or in some cases, more desirable) terms and conditions. However, MDP does not confirm that such terms and conditions are in fact comparable or “market” and undertakes no obligation to do so when making recommendations to portfolio companies. Also, regardless of whether MDP has a relationship with a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. Further, MDP’s principals and employees have family members that have other business, personal, financial or other relationships with companies that give rise to conflicts of interest. For example, such family members might be officers, directors, personnel, or owners of companies which are actual or potential service providers of the Funds and their portfolio companies. Moreover, in certain instances, the Funds or the portfolio companies may purchase or sell companies or assets from or to, or otherwise transact with, companies that are owned by such family members or in respect of which such family members have other involvement. MDP has in the past and may in the future employ or retain personnel with pre-existing ownership interests or who were employed by a service provider. The fees for services provided by such service providers may or may not be at the same rate charged by other third-party service providers and MDP is not required to select service providers who may have lower rates (or to engage in any benchmarking of such fees). In most such circumstances, the Governing Documents will not preclude a Fund or its portfolio companies from undertaking any of these investment activities or transactions. In certain circumstances, the service provider may charge varying rates or engage in different arrangements for services provided to MDP, its personnel, the Funds, and/or the portfolio companies. As a result, MDP or its personnel from time to time receives a more favorable rate on services provided to it by such a common service provider than those rates payable by the Funds and/or the portfolio company, or from time to time receives a discount on services even though

the Funds and/or the portfolio companies receive a lesser, or no, discount. It is possible that service providers consider the overall level of work performed for MDP, the Funds or their portfolio companies in determining whether to provide reduced rates or benefits to MDP. This creates a conflict of interest between MDP and its personnel, on the one hand, and the Funds and/or portfolio companies, on the other hand, in determining whether to engage such service providers, including the possibility that MDP will favor the engagement or continued engagement of such persons if it, or its personnel, receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by the Funds and/or the portfolio companies. Neither the Funds nor investors in the Funds will receive the benefit of any such favorable rate or discount provided to MDP or its personnel or its affiliates, and the Management Fee paid by any Fund will not be reduced in connection with such favorable rate or discount. Based on the foregoing factors, an investor in a Fund should not expect service providers to MDP or the Fund to provide services that will be the most beneficial to any investor or group of investors. In certain circumstances where MDP commits or has committed to seek “market” or “arms-length” (or similar formulations) rates or terms, MDP will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets based on its consideration of a number of factors, which are generally expected to include MDP’s experience with unaffiliated service providers, peers as well as benchmarking data and other methodologies determined by MDP to be appropriate under the circumstances. Consequently, MDP undertakes no minimum amount of benchmarking or frequency of benchmarking rates, and does not represent that any such benchmarking ultimately will be accurate, comparable, or relate specifically to the assets, services, geographies, or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, MDP reserves the right to rely on approximations or estimates of time for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Benchmarking data generally includes information relating only to hourly or engagement-based rates, and so generally does not include the value of any profits, participation or equity interests (including co-investment opportunities) in or relating to portfolio companies with respect to which the relevant services are provided; as such, references to “market” or “armslength” (or similar formulations) rates or terms refer only to the contracted-for hourly or engagement-based rates. To the extent the Funds engage in a long-term or recurring contract with an MDP affiliated service provider, MDP may not seek to benchmark or otherwise renegotiate the original fee arrangement for a significant period of time. Furthermore, in certain circumstances MDP is permitted to determine that a benchmarking check is unnecessary, either because the price for a particular good or service is mandated by law, or because in MDP’s view no comparable service provider is offering such good or service exists, or because MDP believes it has access to adequate market data to make the determination without reference to benchmarking. Any benchmarking is not expected to be memorialized in formal reports but rather conducted on an informal basis. Unless MDP is required to seek “market” or “arms-length” rates or terms, investors should not expect MDP to do so. Depending on the nature of the relevant services provided, expenses and costs to obtain benchmarking data will be borne by the relevant portfolio company or directly by the Fund. Services required by a Fund are often outsourced in whole or in part to Third Parties (as defined above), in the discretion of MDP or its affiliates, including services that have been or could be

expected to be performed in-house by MDP and its personnel. This creates a conflict of interest because MDP and its affiliates have an incentive to outsource such services at the expense of the Funds to, among other things, leverage the use of MDP personnel to perform other services, including performing services unrelated to the Funds or to perform services that benefit MDP. Such services may include, without limitation, deal sourcing, certain elements or portions of investment diligence, capital markets (including related advisory services), information technology, recruiting, talent management, sales, license software, depository, depositary, antimoney laundering, sanctions and “know your customer” review (including in connection with the onboarding, periodic refresh, and ongoing participation of investors in a Fund and in connection with responding to such requests on behalf of a Fund, the Adviser or their respective affiliates), entity management, data processing, client relations, operational, administration, appraisal, custodial, marketing and marketing-reviews, accounting, valuation, fund administration, human resources, director services, compliance, corporate secretarial, responsible investment, legal and tax support and other similar services. Outsourcing may not occur uniformly for all Funds and accordingly, certain costs may be incurred by a Fund for a Third Party service provider that is not incurred for comparable services by other Funds. The decision by MDP to initially perform a service for a Fund in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a Third Party service provider in the future and MDP has no obligation to inform the Funds or investors of such a change. Such services occasionally supplement, or are performed alongside services performed by MDP or its affiliates. The costs and expenses of any such Third Party service providers will be borne by the relevant Funds. These costs and fees will not reduce the Management Fees or any other fees otherwise payable to MDP or its affiliates. The determination of whether a third-party expense is paid by a portfolio company, a Fund or MDP (and the allocation of such expense) will be made in MDP’s sole, good faith discretion. For the avoidance of doubt, third-party expenses will be borne by the Funds whether or not there is overlap in expertise, function or services performed by MDP personnel (including in cases where MDP’s employees may be able to accomplish a task faster or with higher quality than a third-party service provider or vendor) and no such expenses will offset or otherwise reduce Management Fees. As a result, MDP expects to be subject to potential conflicts of interest where certain administrative and other functions are performed by MDP personnel would not be chargeable to the applicable Fund under the Governing Documents, but service providers performing the same services generally would be chargeable to the Fund thereunder. The same law firm and service providers (such as Consultants) are often retained by MDP, the Funds, and/or their respective portfolio companies. For example, a law firm or consultant may be retained by these parties with respect to a particular transaction in which all such entities are involved or by each of them separately with respect to different matters (such as cross transactions and other affiliated transactions. Members of such law firm or other service providers may be investors (directly or indirectly) in a Fund or a portfolio company and may also represent other investors in such Fund or portfolio company or personnel of MDP. In the event of a significant dispute or divergence of interest between MDP and/or its affiliates, the Funds, their respective portfolio companies, and/or Fund Investors, the parties may need to engage separate counsel. Such separate representation could increase the ultimate costs to the Funds and/or portfolio companies than otherwise would have been incurred.

MDP or its affiliates engage certain service providers (including law firms) on behalf of the Funds and personnel of such service provider may in the future be seconded to MDP or its affiliates (including secondees at no or reduced cost to MDP or its affiliates) on a temporary basis or serve in an internship capacity. While the cost of such secondees is generally borne by the Funds, MDP might also be a beneficiary of these arrangements. Such personnel may, under certain circumstances, provide services in respect of multiple matters, including in respect of matters related to the Funds, MDP, its affiliates and/or portfolio companies and in any such circumstance the benefits or costs of any such personnel will be allocated in MDP’s discretion taking into consideration the usage of such personnel. The Management Fee will not be offset or reduced as a result of these arrangements or any fees, expense reimbursements, or other costs related thereto. Distributions of Securities The Governing Documents of certain Funds permit MDP to cause such Fund to distribute its share of securities resulting from an investment disposition by such Fund to MDP, its related General Partner entities or their partners in-kind, while disposing of the limited partners’ share of such securities and distributing the net cash proceeds of such sale of securities to such limited partners. This ability creates conflicts of interest between MDP, its related General Partner entities or their partners, and the limited partners of the applicable Fund, because MDP may have an incentive to cause a Fund to exit an investment at a time that may result in limited partners receiving a lesser return on such investment than would be the case for MDP, its related General Partner entities or their partners, because such persons would be able to keep such securities for future upside. In cases where this upside is achieved, if the limited partners received cash distributions instead of in-kind distributions, the limited partners will be denied the benefits of that upside had a Fund retained the securities, and the General Partner will receive more value from the securities than it would have had its distribution been paid in cash. In the event the General Partner or its partners, receive such a distribution, the General Partner and such partners will generally act in their own interest with respect to their share of securities and will determine to sell the distributed securities or hold on to the distributed securities for such time as they determine. The General Partner and its partners will also possess and have access to more information on portfolio companies that limited partners of the Funds may not, putting them in a better position to determine whether to make an election to receive an in-kind distribution of securities instead of selling such securities. The ability of the General Partner and its partners to act in their own interest with respect to such distributed shares creates a conflict of interest between the General Partner or its partners, as an adviser to the Fund, and the Fund. In addition, under the Governing Documents of the Funds, MDP typically has the authority to cause the Funds to distribute certain in-kind securities to its investors. When such distributions are made, the methodology for valuing such distributed securities are set forth in the Governing Documents and generally allow MDP to receive its Carried Interest distributions based on the gross value of such distribution. This may incentivize MDP to distribute securities instead of distributing cash proceeds received upon the sale of such securities (the cash proceeds are generally reduced for fees and expenses of the sale). Advisory Board Under a Fund’s Governing Documents, a Fund’s Advisory Board generally has the ability to review and waive compliance with certain provisions of such Fund’s Governing Documents, including consenting to conflict of interest situations, as well as certain approvals or consents required by U.S. federal securities laws. Pursuant to the terms of the Governing Documents, all

limited partners are bound by the determinations of the Advisory Board, regardless of whether an individual limited partner is represented by a member of the Advisory Board. The Advisory Board is expected to be comprised of representatives with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience and other factors. Where a member of the Advisory Board is also a member of another Fund’s Advisory Board or otherwise holds interests in other Funds, such member will not recuse themselves from voting on issues in which actual and potential conflicts of interests are implicated because of the overlapping membership. In addition, representatives of the Advisory Board are expected to have various business and other relationships with MDP (including longstanding investing relationships) and its partners, employees, and affiliates. In certain circumstances, these factors will influence Advisory Board members to be more aligned with MDP and favor proposals brought to the Advisory Board; in other circumstances, these factors will make Advisory Board members more likely to oppose these proposals. These relationships may influence their decisions as members of the Advisory Board, but this conflict of interest is partially mitigated by the fact that a Funds’ Advisory Board consists of several members (and each member has one vote). Advisory Board members are expected to be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to a Fund’s limited partners as a whole, and an Advisory Board member may consider the interests of the limited partner it represents over the interests of the limited partners as a whole when voting or consenting (or not voting or not consenting) to any matter submitted to the Advisory Board. The Governing Documents provides that, to the fullest extent permitted by applicable law, none of the Advisory Board members shall owe any fiduciary duties to the applicable Fund or any other partner in such Fund, and such Advisory Board members will be indemnified by such Fund. In many cases, investors (including investors making commitments in excess of certain amounts) are expected to request (by side letter or otherwise) a role on the Advisory Board for the Fund in which such investor is investing, and MDP expects to be subject to varying incentives and potential conflicts of interest in determining which investors will be permitted to appoint a representative thereto. MDP is authorized to appoint investors to the Advisory Board its sole discretion, and is permitted to consider various factors including the timing and amount of an investor’s commitment to the Fund or future Funds, MDP’s perception of an investor’s effectiveness on an Advisory Board, legal and regulatory considerations, the interests of the investor and the degree to which they are likely to align with the Fund and MDP, and other factors. MDP is permitted to seek the consent of the applicable Advisory Board to approve conflicts, although based on these varying incentives investors should not expect that every vote cast by an Advisory Board member, or decision made by an Advisory Board as a whole, will fully represent their individual interests. For additional information about the Advisory Board, please see “Advisory Board” under Item 8 — “Other Risks.” Other Potential Conflicts The Governing Documents of a Fund establish complex arrangements among the Funds, MDP, investors, and other relevant parties and grants MDP discretion in certain cases, including with respect to making certain designations, making determinations with respect to fees and expenses (including any waivers thereof), making determinations with respect to tax matters (including with respect to structuring, withholding and elections), decisions with respect to contributions and

distributions (including with respect to recycling, distributions in kind, tax distributions and the deferral of distributions to the general partner (including deferrals of carried interest)), actions required to comply with applicable law, general management of the partnership, making determinations and granting consent in connection with any transfer, exercising rights with respect to exclusions and defaulting partners (including when and to what extent such rights are exercised), when to seek approval of the Advisory Board and the exercise of any powers of attorney. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the Governing Documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While MDP will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to a Fund or its investors. In addition, unless restricted by the Governing Documents, MDP personnel are permitted to serve on boards or act in other roles unaffiliated with MDP, a Fund or its portfolio companies, including boards of charitable and educational institutions, public companies, other investment vehicles and former portfolio companies, and receive compensation in connection with such services and roles, none of which will offset or otherwise reduce the Management Fee. MDP and its personnel have received in the past and may, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Fund and its portfolio companies, including gifts, entertainment, benefits and other discounts provided from service providers or portfolio companies (which can be material). Additionally, MDP and the Funds have received in the past and may, from time to time in the future, receive products or services from service providers or portfolio companies at a discount or free of charge. The benefits received by a portfolio company providing a service may not be commensurate with those received by the Funds and its portfolio companies receiving the service. Additionally, airline travel, hotel stays, lodging or travel rewards, rental car expenses incurred as Fund partnership expenses are expected to result in rebates, “miles” or “points,” or credit in loyalty/status programs to MDP and/or its personnel. Such benefits, rewards and/or amounts (whether or not de minimis or difficult to value) will exclusively benefit MDP and/or such personnel even though the cost of the underlying service is being borne by the Funds, their investors, and/or the portfolio companies. Any such benefits, rewards and/or amounts will not be subject to the offset arrangements described above or otherwise shared with such Fund, its investors, and/or the portfolio companies. In addition, airline travel (and other related travel expenses) incurred as a Fund partnership expense for MDP personnel traveling for Fund-related purposes (including travel related to a portfolio company, a prospective portfolio company, or other Fund-related matters) may benefit such MDP personnel to the extent the trip also has a personal purpose. MDP personnel (including those that participate on a portfolio company’s board of directors or as a board observer) often receive gifts and/or entertainment from a portfolio company. Such gifts or entertainment events may not be offered to all portfolio company board members, and such gifts or entertainment may be otherwise exclusive in nature and hard to value. MDP board members and personnel are also invited from time to time to participate in events hosted by service providers or portfolio companies such as industry forums, sporting events,

concerts, shows, retreats and employee offsites and their participation in such events, travel (including use of portfolio company private planes), lodging and meals are often paid for by the service provider or portfolio company for such events. MDP will often value such entertainment events based on the cost to the service provider or portfolio company rather than market value (which may be materially different); and in some cases, MDP may determine that the cost of the relevant gift or entertainment was zero or a low cost because the service provider or portfolio company did not pay any additional out of pocket expenses for such gift / entertainment. From time to time, spouses and family members of MDP personnel are invited by the service provider or portfolio companies to such events, and such service provider or portfolio company will incur incremental costs for such spouse and/or family members to participate. Any such benefits, rewards and/or amounts will not be subject to the offset arrangements described above or otherwise shared with such Fund, its investors, and/or the portfolio companies. In the course of MDP’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, MDP and its personnel expect to receive and benefit from information, “know-how,” experience, analysis and data relating to Fund or portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “MDP Information”). In many cases, MDP Information will include tools, procedures and resources developed by MDP to organize or systematize MDP Information for ongoing or future use. Although MDP expects its Funds and their portfolio companies generally to benefit from MDP’s possession of MDP Information, it is possible that any benefits will be experienced solely by other or future Funds or portfolio companies and not by the Fund or portfolio company from which MDP Information was originally received. MDP Information will be the sole intellectual property of MDP and solely for the use of MDP. MDP reserves the right to use, share, license, sell or monetize MDP Information, without offset to Management Fees, and the relevant Fund or portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. MDP and its affiliates may hire part-time or full-time employees (including interns) who are relatives of, or are otherwise associated with an investor or potential investor in any Fund, portfolio company, former portfolio company, investment target, transaction counterparty, service provider or other business relationship. Also, family members related to MDP employees are permitted to be employed or otherwise engaged by a Fund’s portfolio company or one of its service providers. Such arrangements could present a conflict of interest in the event a Fund’s portfolio company or its service provider employing or engaging the MDP employee’s family member is viewed as a favor for the benefit of such MDP employee. Although MDP uses reasonable care to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee MDP can control all such conflicts of interest and there may be a continuing appearance of a conflict of interest. MDP is permitted to cause the Funds to purchase, and/or bear premiums, fees, costs, taxes and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Funds, the applicable general partner, MDP and/or their respective directors, officers, employees, agents, representatives, members of the Advisory Board and other indemnified parties (the “Insured Parties”), against liability in connection with their activities. This may include all or a portion of any premiums, fees, costs, and expenses for one or more “umbrella” or other insurance

policies maintained by MDP that cover one or more Funds and/or MDP, including the Insured Parties. MDP will determine the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Funds, and/or MDP on a fair and reasonable basis, consistent with the Governing Documents of the Funds, as applicable, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in a Fund bearing less (or more) premiums, fees, costs and expenses for insurance policies. The Governing Documents contain provisions that, subject to applicable law, (i) reduce, modify or eliminate the duties, including certain fiduciary duties under applicable state law, that the General Partner would otherwise owe to a Fund and its investors; (ii) waive duties or consent to conduct of the General Partner that might not otherwise be permitted pursuant to such duties; and (iii) limit the remedies of an investor with respect to breaches of such duties. Additionally, the Governing Documents contain exculpation and indemnification provisions that, subject to the specific exceptions identified therein, provide that the General Partner, MDP and their respective partners, members, officers, employees and affiliates will be held harmless and indemnified, respectively, for matters relating to the operation of the Fund, including matters that may involve one or more potential or actual conflicts of interest. Although the Governing Documents generally contain broad exculpation and indemnification provisions, MDP will not interpret such provisions to constitute a waiver of its non-waivable federal fiduciary duties (if any) to a Fund under the Advisers Act. For additional information, please see Item 11 regarding “Limited partners may have limited rights of action against MDP and its affiliates due to certain provisions in the Governing Documents”. The Governing Documents of certain Funds permit MDP, or its affiliates, to lend money to the applicable Fund. Such lending arrangements create conflicts of interest between MDP or its applicable affiliate and the Fund acting as borrower.

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.

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.

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.

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.

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