Mic Capital Management UK LLP: investment adviser

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

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

management fees;

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

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

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

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

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

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

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

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

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

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

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

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

foreign exchange and currency conversion costs;

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

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

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

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

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

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

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

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

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

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

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

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

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

software and technology expenses related to activities of a client;

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

costs associated with compliance with side letters;

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

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

costs of winding up and liquidating a client;

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

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

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

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

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

We seek to accelerate their growth organically and through strategic M&A, geography and market expansion, or operational optimization, and often a combination of all three. Solutions Our Solutions investment program offers investors access to diversified portfolios focused on capital preservation through primary, secondary, and co-investment opportunities across a range of strategies and ticket sizes. Special Opportunities – Brazil Our Brazil investment program acquires and actively manages assets in complex or transitional situations in Brazil. Our Brazil strategy has invested in sectors such as education, energy, and infrastructure. Ventures Our Ventures platform has partnered with founders to build and scale transformative businesses across technology and healthcare by leveraging Mubadala PJSC’s global scale, resources and

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

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

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

securities of issuers that become involved in proxy contests or other litigation. As a result of such investments, a client could be named as a defendant in a lawsuit or regulatory action. The outcome of such proceedings, which may materially adversely affect the value of such client, may be impossible to anticipate, and such proceedings may continue without resolution for long periods of time. In addition, being named in litigation or similar proceedings, whether there is merit or not, could result in negative publicity or undue speculation in the press, potentially resulting in reputational harm to our firm and investment funds we manage. Any litigation may consume substantial amounts of our firm’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. In addition, any litigation at the level of our clients’ portfolio company investments pose the same risks and may also pose reputational risks. Concentration Risk Our clients’ portfolios could become significantly concentrated in any one industry, sector, strategy, country or geographic region, and such concentration of risk may increase the losses suffered by our clients. Because for many of our clients as much as 20% of their aggregate commitments may be invested in a single investment, a loss with respect to such investment could have a significant adverse impact on the clients’ capital. In addition, it is possible that our firm may select investments that are concentrated in a limited number or types of financial instruments. This limited diversity could expose our clients to losses disproportionate to general market movements if there are disproportionately greater adverse price movements in those financial instruments. Concentration of investments in an industry, sector, security or geographic region will make our clients’ portfolios more susceptible to fluctuations in value resulting from adverse economic and business conditions in those industries, sectors, securities or geographic regions. Sector and Industry Risks Risks associated with investing in designated sectors or industries are highly dependent on the client’s investment strategy, as each strategy exposes investors to specific market, regulatory, and operational challenges. The clients’ offering materials contain detailed discussions of sector and industry risks tailored to their particular investment approach. Understanding these strategyspecific risks is essential for evaluating potential exposures and making informed investment decisions. For example, success in investing in the technology sector relies on investing in companies that quickly innovate and adapt to rapid changes, as delays or failure to do so can harm returns. Another example includes portfolio companies in the media and entertainment sector that face risks from changing government regulations, intense competition, and rapid technological advances that can make their products or services obsolete. In addition, investments in consumer sector portfolio companies are highly sensitive to factors affecting consumer spending—such as economic conditions, employment, wages, debt, interest rates, tariffs, taxes, and consumer confidence—and are also impacted by political events and intense competition, with rapid changes driven by evolving consumer preferences and industry trends. Borrowing and Leverage at Portfolio Companies’ Level

Certain investments or portfolio companies in which our clients invest may have capital structures that have significant leverage. Such leverage increases both the potential profit and the potential loss of the investment’s, and therefore our clients’, net assets. The cumulative effect of the use of leverage by an investment in a market that moves adversely to its investments could result in a substantial loss to the investment that would be greater than if such investment were not leveraged. Our clients may also utilize borrowing in certain limited circumstances. Failure to satisfy the terms of debt incurred by our clients can have negative consequences, including forced liquidation of other investments in order to satisfy their obligations. Conflicts of Interest The interests of Mubadala Capital and its direct and indirect controlled subsidiaries, including our firm but excluding any account or portfolio company of any investment vehicle owned, managed or advised by any of them (collectively, the “Mubadala Capital Entities”), as well as our personnel and our affiliates may conflict with the interests of our clients. The following discussion details certain potential or existing conflicts of interest; however, the following does not purport to be a complete list or description of all such potential or existing conflicts of interest. Our firm and our affiliates have established policies to address certain of the conflicts discussed below; however, such policies will not necessarily eliminate or mitigate all effects that such conflicts (and any other conflicts) may have on our clients. Mubadala Capital Entities and their respective members, directors, officers, employees, principals, and agents (collectively, the “Affiliated Parties”), and our Strategic Partnerships (as defined below), are expected to be involved in other investment vehicles which have similar or overlapping investment objectives to those of any particular client, may otherwise provide discretionary fund management services to other clients with similar investment objectives as those of a particular client and/or may make investments similar to, or the same as, those held by such client. In particular, Mubadala Capital Entities manage the Mubadala Balance Sheet pursuant to a services agreement with an overlapping investment objective to other client accounts. Mubadala Capital Entities also serve as consultants to partners or shareholders in other investment funds, companies and investment firms. It is therefore possible that any of them may, in the course of their business, have potential or actual conflicts of interest with our clients. When undertaking any investments where conflicts of interest may arise, our firm will endeavor to resolve such conflicts in a manner that is fair to the client. While we seek to identify and manage conflicts of interest in a manner we believe is fair and equitable, there can be no assurance that all conflicts can be resolved, and outcomes may not always align perfectly with the interests of each client. Affiliated Parties May Engage in Adverse Activities Portfolio investments held by our clients may have relationships with Affiliated Parties. Such Affiliated Parties may take actions that conflict with the interests of such clients and their investments. In many cases our firm and our members, managers and officers (or managers, officers or employees of Mubadala Capital Entities that provide services on behalf of our firm) responsible for managing such clients may not even be aware of these conflicts. For example, Affiliated Parties directly or through accounts or funds which they manage may extend financing to an investment. In the event such entity defaults on its loan obligations, Affiliated Parties may foreclose on the loan or exercise other rights or remedies available to it that may have a material adverse effect on the condition and prospects of that entity. Additionally, Affiliated Parties

(directly or through accounts or funds which they manage) may commit to lend money to a third party for the acquisition of a company that a portfolio company may also want to acquire, potentially impacting the ability of such investment to consummate such acquisition. As further examples, in connection with the sale of an investment, Affiliated Parties may bid for and ultimately acquire such investment, or Affiliated Parties may enter into (or have entered into) non-competition or similar agreements that effectively preclude our clients from taking advantage of certain investment acquisition or disposition opportunities or otherwise adversely impact our clients. Neither our firm nor the Affiliated Parties will always be aware of, or able to prevent or mitigate, the conflicts between the Affiliated Parties’ activities and the interests of any investment. Such parties will engage in their respective business activities in the ordinary course without regard to whether any such transactions may have an adverse effect on our clients. These are examples that illustrate the types of potential conflicts that we anticipate, but there will be many other situations not discussed here that we cannot anticipate. These conflicts of interest also apply with respect to Mubadala PJSC and Strategic Partnerships as described below under “Mubadala PJSC” and “Strategic Partnerships”. Investments May Also Benefit Affiliated Parties Beyond Investment Returns An investment may benefit Affiliated Parties in various ways. Affiliated Parties may receive strategic benefits in connection with investments by our clients, which may not be shared with such clients. Affiliated Parties will serve on the board of directors (or equivalent governing board) of some of the portfolio companies. In addition, Affiliated Parties may receive fees for services provided to investments, including fees in connection with providing and arranging for financing of such portfolio investments. Due to the nature of business of certain investments and portfolio companies, Affiliated Parties may seek to launch new business lines or products through such investments and portfolio companies (including Strategic Partnerships), which products will likely generate fees for such Affiliated Parties. Affiliated Parties will be entitled to retain fees and other amounts that they receive in connection with such person’s service to the investments. Depending on the constituent documents of our clients, those fees may not offset a client’s management fees. Our clients will from time to time invest alongside Affiliated Parties and Strategic Partnerships and may purchase investments or assets from Affiliated Parties, Strategic Partnerships, as well as from Mubadala PJSC; such co-investment, purchase or sale will only be subject to approval by any client if the client’s constituent documents or advisory contract requires consent. To the extent our clients co-invest alongside with, or purchase a portion of the investments from, Affiliated Parties, Strategic Partnerships, or Mubadala PJSC, they may receive fees and other benefits, directly or indirectly, from such investments. Additionally, investing alongside such entities raises conflicts of interest, particularly as Mubadala PJSC, investors in our clients and investors in other funds managed by the Mubadala Capital Entities may have divergent interests. We endeavor to resolve such conflicts in a manner that is fair to all parties. There is no assurance, however, that we will be able to resolve such divergent interests in a manner favorable to our clients.

Affiliated Parties Will Not Share Nonpublic Information Our clients or portfolio companies may purchase or sell securities of an issuer at a time when Affiliated Parties have information about such securities or their issuers or prospects. Such information may not be made available to our firm or our employees who are responsible for managing such clients. Furthermore, our firm may be prohibited by applicable law from making such information available to our clients or the relevant portfolio companies. Potential Regulatory and Internal Policy Restrictions Applicable to Mubadala Capital Entities From time to time, activities of our clients may be restricted because of regulatory requirements, national security regulations promulgated by entities like CFIUS, foreign direct investment requirements and requirements of competition regulators applicable to Mubadala Capital Entities, Mubadala PJSC and other investors in our clients, and/or internal policies applicable to the Mubadala Capital Entities that are designed to comply with, limit the applicability of, or that otherwise relate to, such requirements, or to avoid potential conflicts of interest. Even though specific investments may not otherwise be subject to some of those considerations, our firm may be restricted in taking certain actions on behalf of our clients in connection with such investments. Allocation of Investment Opportunities From time to time, potential and actual conflicts of interest will arise from the overall advisory, investment and other activities of the Affiliated Parties. As a general matter, there can be no assurance that all investment opportunities identified by our firm will be made available to our clients. Our firm and our members, managers and officers (or managers, officers or employees of Mubadala Capital Entities that provide services on behalf of our firm), will provide investment management services to our clients and will also provide, directly or indirectly, investment management services to other clients of our firm or other Affiliated Parties. Other Mubadala Capital Entities will also provide investment advice to various clients and are expected to also make investments similar to those of our clients for their own accounts. Accounts of other clients or of Mubadala Capital Entities have different terms of investment than our clients, including different fees, liquidity and fund duration terms. Except as set out in the governing documents of our clients, there are no restrictions on the ability of our firm or other Affiliated Parties to manage accounts or the business activities of other funds or other clients, or their own accounts, whether such accounts follow the same or different investment objectives, philosophies and strategies as those used for our clients. In addition, certain investment opportunities could involve the participation of our clients and other clients of Mubadala Capital Entities in a single investment or a related series of investments, including investments in different parts of the capital structure of an issuer. Further, Mubadala Capital Entities may seek to syndicate such investments and any additional investments (“Syndication Investments”). Any Mubadala Capital Entity may, without the consent of, or notice to, a client or investor, syndicate participation in such Syndication Investments to any persons on such terms as it determines. Mubadala Capital Entities could have an incentive to allocate a portion of a Syndication Investment where there is greater potential for Mubadala Capital Entities to earn greater fees in connection with the syndication. A purchaser

of a Syndication Investment would not necessarily be treated as a co-investor for purposes of the Partnership Agreement. See also “Investing in Different Levels of the Capital Structure”. Before an investment opportunity is allocated to a client, Mubadala Capital Entities or other clients managed and advised by Mubadala Capital Entities must ensure that such investment is suitable for the client, the Mubadala Capital Entities and their other clients, respectively. Any such investment opportunity will be allocated in whole or in part by our firm in good faith and in accordance with our firm’s investment allocation policy, including to third parties not affiliated with the Mubadala Capital Entities or certain accounts or other investment vehicles owned, managed or advised by them, taking into consideration such factors as our firm may deem relevant, including, but not limited to, the total amount of the proposed investment and the relative amounts of available capital for investment, the proposed closing date of the transaction, the remaining term of our clients and whether this is a follow-on investment, the investment focus of our clients and any other client mandates or exclusivity, portfolio construction requirements, diversification, concentration limits and other restrictions on investment, terms of clients’ governing documents, deal-specific considerations, the geography of the investment, investment risks, the likelihood of current income, confidentiality concerns, tax and regulatory concerns, the sourcing of the transaction and the nature and extent of involvement in the transaction of the investment professionals that relate to our clients; provided that to the extent an investment opportunity (including in respect of any existing portfolio company) is offered to a client in accordance with our firm’s investment allocation policy and our client is unable to participate in such opportunity, or if our firm, on behalf of such client, declines to invest in such opportunity or determines to only invest in a portion of such opportunity, no Mubadala Capital Entity or any account or other investment vehicle owned, managed or advised by any Mubadala Capital Entity will be restricted from investing in such opportunity, in whole or in part. In addition, our firm may determine that an investment opportunity is appropriate for a particular fund or account that it manages, or for itself or Mubadala Capital Entities directly or their clients, but not for another fund or account. An investment opportunity may be provided only to the Mubadala Balance Sheet, or we may be managing an investment on behalf of the Mubadala Balance Sheet which was originally sourced by Mubadala PJSC and not made available to other clients. Situations may arise in which some investment funds or accounts managed by our firm or other Mubadala Capital Entities have made investments that would have been suitable for investment by other clients of ours but, for various reasons, were not pursued by, or made available to, the other clients. From time to time, investment opportunities will be presented to our firm that fall within the scope of clients’ investment objective but which our firm determines are inappropriate, and in such cases, our firm may offer such investments to one or more investors, co-investors, other funds or accounts managed by Affiliated Parties directly or their clients, or to Mubadala Capital (or an affiliate thereof) itself. Moreover, Affiliated Parties may be required to choose between advisory clients in allocating investments. To the extent that any Affiliated Parties invest in a particular investment, the ability of our clients to invest in the same investment may be adversely affected by any limitation on availability of the investment. Furthermore, our clients and other clients of Affiliated Parties may have different management fee and/or performance compensation structures. As part of the investment allocation process, our firm and/or the Mubadala Capital Entities potentially could allocate a limited investment opportunity to a client that has a more favorable fee structure or more limited liquidity.

Portions of certain investments within the mandate of our clients may be allocated to third parties instead of our clients, including Mubadala Capital Entities, Strategic Partnerships and Mubadala PJSC and any of their directors, officers or employees, any co-sponsor or joint venture partner in connection with an investment, and any other person, either directly or through one or more coinvestment vehicles (which any Mubadala Capital Entity may manage, or in which any Mubadala Capital Entity may hold an interest). Our firm has no obligation to offer such opportunities to any client, and similarly, Mubadala Capital Entities, Strategic Partnerships and Mubadala PJSC are not necessarily under any obligation to offer such opportunities to any of our clients. Additionally, while our firm and the other Mubadala Capital Entities will allocate investment opportunities in accordance with the above principles, Affiliated Parties, Strategic Partnerships as well as Mubadala PJSC, will not generally be subject to the restrictions on investing or allocating investment opportunities and related restrictions described herein. To the extent that our clients and other persons or entities, including Mubadala Capital Entities, their other clients and other Affiliated Parties, transact in the same securities, it may not always be possible or consistent with the investment objectives of our clients and the various persons or entities described above to take or liquidate the same investment positions at the same time or same price, and other conflicts may occur. In particular, in certain circumstances Mubadala Capital Entities investing on their own behalf may have longer investment horizons than our clients. Affiliated Parties’ Investments The Affiliated Parties invest, through our clients or other investments, including other investment funds or managed accounts, in certain portfolio companies in which our clients are invested. In addition to these investments, the Affiliated Parties may engage in strategic transactions with respect to a portfolio company whereby they (along with other investors) may invest additional amounts in the portfolio company to support the portfolio company’s capital investment projects (the “Strategic Acquisitions”). The Affiliated Parties may benefit from materially better terms with respect to the Strategic Acquisitions than our clients with respect to the investment. The Affiliated Parties may acquire a different security or extend credit on different terms or acquire, originate or otherwise make investments in different parts of the portfolio company’s capital structure. The Affiliated Parties and our clients will not be required to, and should not be expected to, exit their respective investments at the same time, for the same effective price and/or on the same or substantially the same terms, taking into consideration, among other things, the respective terms, commitment periods, structures, investment strategies and return profiles, as well as any applicable tax, regulatory or legal restrictions or considerations. A Strategic Acquisition raises or may raise a number of conflicts of interest, including with respect to determining the value of the relevant securities, which are generally illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which a Strategic Acquisition is entered into represents what would ultimately be the fair value of the relevant securities. Affiliated Parties may have an incentive to seek to purchase the relevant securities at a lower value, which would be adverse to the interests of our clients. Additionally, there can be no assurance that the relevant securities will be valued or allocated a purchase price that is equal to or higher than it might otherwise have been valued or allocated if such securities were acquired or sold independently. For the avoidance of doubt, the Affiliated

Parties are under no obligation to take any action or refrain from taking any action to prevent or mitigate any losses of the other, and decisions taken by the Affiliated Parties to further their interests may be adverse to the interests of our clients. Mubadala PJSC Mubadala PJSC engages in a broad range of business activities and investments, which may be substantially similar to or competitive with the activities of our clients or their investments. Given the structure and the business lines of Mubadala PJSC, Affiliated Parties may not always be aware of such business activities and investments. The performance and operation of such competing businesses could conflict with and adversely affect the performance and operation of our clients or their investments, and may adversely affect the prices and availability of business opportunities, transactions, securities or instruments held by, available to, or potentially considered for, such portfolio companies. Mubadala PJSC will engage in its business activities in the ordinary course without regard to whether any such transactions may have an adverse effect on our clients. Certain Affiliated Parties are employed by, hold senior positions with or otherwise advise or consult for Mubadala PJSC. Although such Affiliated Parties do not “control” Mubadala PJSC, its business activities or its investment decisions, certain Affiliated Parties are afforded certain governance and information rights in relation to Mubadala PJSC or its investments, such as a seat on investment committees of Mubadala PJSC or board seats on Mubadala PJSC investments. Such Affiliated Parties may be excluded from participating in certain investment decisions with respect to our clients depending on conflicts involving such Affiliated Party’s role within Mubadala PJSC. Mubadala PJSC or its portfolio companies may provide services to, receive services from, or enter into ordinary course business agreements with, one or more portfolio investments. Neither our clients nor their investors will receive a benefit from any fees or other compensation earned by Mubadala PJSC or its personnel in relation to such arrangements. Additionally, Mubadala PJSC may hold securities that are different (including with respect to their relative seniority) than those held by Affiliated Parties or their clients. Mubadala PJSC may invest, on its own behalf, in securities and other instruments that would be appropriate for, held by, or may fall within the investment guidelines of our clients. Mubadala PJSC is under no obligation to decline investments in order to make an investment opportunity available to our clients. Mubadala PJSC may give advice or take action for its own account that may differ from, conflict with, or be adverse to, advice given or action taken for our clients. These activities may adversely affect the prices and availability of other business opportunities, transactions, securities or instruments held by, available to, or potentially considered for, our clients. Furthermore, our clients may invest alongside Mubadala PJSC in particular investment opportunities. In such cases, Mubadala PJSC will not necessarily be required to invest or divest at the same time or on the same terms as our clients, and our firm will be under no obligation to provide notice to investors of any such investments by Mubadala PJSC. Furthermore, to the extent that it co-invests alongside our clients, Mubadala PJSC may be offered certain rights,

including, without limitation, voting rights or the right to appoint a board representative, based on the aggregate amount of its commitment and our clients’ commitment; however, Mubadala PJSC may exercise such rights for its own benefit without taking into account our clients’ interests. Strategic Partnerships The firm maintains partnerships and affiliations with other investment managers or advisers, which include other Mubadala Capital Entities, Mubadala PJSC and their respective controlled affiliates, as well as outside parties in which Mubadala Capital Entities, Mubadala PJSC and a consortium of investors led by Mubadala Capital hold ownership interests, make investments and/or provide advisory or sub-advisory services (the “Strategic Partnerships”). In respect of some Strategic Partnerships, Mubadala Capital Entities (together with a consortium of investors led by Mubadala Capital) control or have ownership stakes in sponsors, although such sponsors operate independently under their corporate structures, strategies, brand names and management teams. These sponsors operate with full autonomy over investment processes and decision making, personnel and operations. There are also Strategic Partnerships in which Mubadala Capital does not have control or ownership of the sponsors. These Strategic Partnerships are set up using a variety of structures, such as sub-advisory arrangements, joint ventures or minority investments by Mubadala Capital and, in certain cases, a consortium of investors led by Mubadala Capital. The Strategic Partnerships can give rise to conflicts of interest, as our firm and Affiliated Parties must balance competing interests among multiple clients and partners. As a result, our firm’s investment discretion with respect to client portfolios may be affected, and certain actions may be taken that do not necessarily align with the interests of all clients. Accordingly, for purposes of this section “Conflicts of Interest”, many of the conflicts of interest related to Mubadala PJSC and Affiliated Parties also apply to Strategic Partnerships even though they are not affiliates of our firm. More specifically, similar to the conflicts and risks described with respect to Mubadala PJSC and Affiliated Parties, our firm does not have visibility or oversight over investments made by Strategic Partnerships or their respective clients. This is particularly the case for Strategic Partnerships in which our firm does not exercise control or have involvement in the day-to-day management of investment decisions. As a result, certain investments made by a Strategic Partnership may, at times, be contrary to the interests of our clients or may involve positions in different parts of the capital structure of a portfolio company. Additionally, portfolio investments held by our clients may have relationships with Strategic Partnerships. Such Strategic Partnerships may take actions that conflict with the interests of such clients and their investments. Our firm cannot guarantee alignment between the investment activities of such Strategic Partnerships and the interests of our clients, and there may be circumstances where the actions or investments of a Strategic Partnership could adversely affect our clients.

Conflicts Relating to the Asset Management Industry It is possible that our Strategic Partnerships and investment portfolios managed by them manage funds that are in the same sub-sectors as certain funds and accounts managed by us or our Affiliated Parties, or that in the future, the Strategic Partnerships and investment portfolios managed by the Strategic Partnerships will expand their offerings into sub-sectors in which we or Affiliated Parties are involved or that we or Affiliated Parties will in the future expand our offerings into sub-sectors in which the Strategic Partnerships and investment portfolios managed by the Strategic Partnerships are involved. In such circumstances, our firm and Affiliated Parties could be in competition with the Strategic Partnerships and investment portfolios managed by the Strategic Partnerships. Seed Investments From time to time, Mubadala Capital Entities and Mubadala PJSC acquire and/or hold multiple investments in seed assets and may acquire and hold other investments for the benefit of our clients. The acquisition of such seed investments from the Mubadala Capital Entities or Mubadala PJSC raises significant conflicts of interest in connection with the negotiation, selection and valuation of the seed investments. Such seed investments may not be acquired at a price as favorable as those in a negotiated transaction with a third-party and such prices may be adjusted to reflect significant events relating to investment in the seed investments following acquisition by the relevant Mubadala Capital Entity or Mubadala PJSC. Moreover, our clients may acquire the seed investments through privately negotiated transactions with the Mubadala Capital Entities and Mubadala PJSC, in which due diligence was limited and the persons controlling our clients may be conflicted in such transactions. Additionally, our clients will not take any investor’s individual tax circumstance into account when acquiring the seed investments. As a result, there is no guarantee that the terms of such transactions will be as favorable as those that could be obtained from a third-party or that the properties and interests that will comprise the seed investments will not carry with them undisclosed liabilities, which could have a material adverse effect on the value or performance of our clients. Accordingly, the acquisition of seed investments entails the same potential conflicts of interest as may arise in affiliated transactions. In connection with their subscription to our clients, investors may be required in the subscription agreements to consent to the acquisition of seed investments from the Mubadala Capital Entities and Mubadala PJSC and acknowledge and waive any conflict of interest associated therewith. Investing in Different Levels of the Capital Structure Our clients may hold securities that are different (including with respect to their relative seniority) than those held by Affiliated Parties or their clients, including Mubadala Capital Entities directly, and Affiliated Parties may be presented with decisions when the interests are in conflict. For example, if a client of our firm owns the equity of a portfolio company in which another client of an Affiliated Party holds debt securities or interests that are at a different level of priority in such company’s capital structure, our firm may have conflicting loyalties between its duties to our clients and to other entities managed by itself or another Affiliated Party. Conflicts of interest will arise under such circumstances. As an example, in the event such issuer

enters bankruptcy, a client holding debt securities or securities which are senior in bankruptcy preference may have the right to aggressively pursue the issuer’s assets to fully satisfy the issuer’s indebtedness to such client, and the relevant Affiliated Party might have an obligation to pursue such remedy on behalf of such client. As a result, another client, such as our clients, holding assets of the same issuer which are more junior in the capital structure might not have access to sufficient assets of the issuer to completely satisfy its bankruptcy claim against the issuer and will, accordingly, suffer a loss. In such circumstances, actions taken on behalf of one client may be adverse to the interests of our other clients of our firm or an Affiliated Party. In addition, certain Mubadala Capital Entities invest in our clients and such Mubadala Capital Entities may invest in different parts of a client’s capital structure. In such scenario, such Mubadala Capital Entities will invest on different terms and have different return profiles. Our view or actions taken with respect to one Mubadala Capital Entity may diverge from our view or actions taken with respect to another Mubadala Capital Entity. With respect to these types of investments, there is a conflict as the investment of one Mubadala Capital Entity may support the value of or is used to acquire, repay or redeem, in whole or in part, directly or indirectly, an investment owned by another Mubadala Capital Entity. There is a further conflict as our view or actions taken with respect to a client may diverge from the Investment Manager’s view or actions taken with respect to each Mubadala Capital Entity invested in the client. Material Non-Public or Confidential Information The Affiliated Parties may acquire material non-public and/or confidential information that may cause our firm to be restricted by law, internal policies or otherwise from purchasing or selling securities or other assets for ourselves or our clients or otherwise restrict the use or sharing of such information for the benefit of the Affiliated Parties or their clients. Due to these restrictions, our firm may not initiate a transaction for our clients’ account that our firm otherwise might have initiated. Our clients may thereby become frozen in an investment position that they otherwise might have liquidated, reduced or increased in size, or exited. In order to maintain flexibility to invest without violating applicable laws that restrict transactions while in possession of material non-public information, our firm may establish information walls restricting its access to material non-public information that might otherwise be available to it through its relationships with other Affiliated Parties. As a result, our firm may sometimes make investment decisions that are different than those it would make if it had such access. These decisions may result in a material loss to our clients. Affiliated Parties’ Investments The Affiliated Parties may, through other investments, including other funds or managed accounts, hold investments in entities in which our clients invest, as well as investments in entities in which our clients do not invest, but which fall within the investment mandate of our clients. Affiliated Parties may have different objectives or liquidity needs, and may buy or sell securities at different times or on different terms than our clients. As a result, their actions could conflict with, or be adverse to, the interest of our clients.

Co-Investment Opportunities Each client’s investment committee has broad discretion to permit any third parties (including any limited partner), Mubadala Capital Entities, Strategic Partnerships and Mubadala PJSC and each of their directors, officers, partners, manager and employees to co-invest alongside a client, directly or indirectly, to the extent it considers appropriate, and has no obligation to offer such opportunities to that client’s limited partners, subject to the client’s governing documents and any capacity constraints. The investment committee may allocate co-investment opportunities between or among clients, third parties and any Mubadala Capital Entity, Strategic Partnership and Mubadala PJSC as it determines in good faith is appropriate, taking into consideration the factors it deems relevant. These subjective decisions may cause a client to incur losses or miss profit opportunities that it might have otherwise capitalized. Market Related Risks Market Risks in General Markets in which our clients may invest are subject to fluctuations, and the market value of any particular investment may be subject to substantial variation. Notwithstanding the existence of a public market for particular financial instruments, such instruments may be thinly traded or may cease to be traded after an investment is made in them. In addition to being relatively illiquid, such instruments may be issued by unstable or unseasoned issuers or may be highly speculative. There can be no assurance that the investments made on behalf of our clients will appreciate in value, and investors may lose part or all of their capital. General Economic and Market Conditions Our clients may be materially affected by conditions in the global financial markets and economic conditions or events throughout the world that are outside the control of our firm, including, but not limited to, changes in interest rates, availability of credit for public and private borrowing, public market volatility, inflation rates, economic uncertainty, industry conditions, competition, technological developments, changes in laws (including laws relating to taxation), trade barriers and tariffs, commodity prices, currency exchange rates and controls, national and international political circumstances (including domestic instability, wars, terrorist acts or security operations), including the Middle East regional conflict, and disease, pandemics or other severe public health events, and restrictions or actions taken by governmental authorities or private parties as a result of such events or circumstances. These factors may affect the level and volatility of securities prices and the liquidity and value of investments. Negative conditions may correlate with negative movements in equity markets from time to time. It is not possible to predict how long any such conditions will continue, to what extent the financial markets and economic conditions will deteriorate or the magnitude of the long-term impact, if any, of such conditions on the financial markets and economic conditions generally. Our clients will be subject to market risks which our firm is not able to plan for or mitigate. For example, the highly transmissible and pathogenic novel coronavirus (COVID-19) resulted in a widespread health crisis that, together with restrictions or actions taken by governmental authorities or private parties as a result of such crisis, adversely affected general commercial activity and the economies and financial markets of many countries. These factors may continue to affect the

level and volatility of securities prices and the liquidity and the value of investments and have a material adverse effect on a client. Volatility The prices of the investments by our clients can be highly volatile. Price movements of securities and derivatives held by our clients are influenced by, among other things, interest rates, changing supply and demand relationships, trade, tariff, fiscal, monetary and exchange control programs and governmental policies, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in government bonds, currencies, financial instruments, futures and options. Such intervention, including emergency or other regulation affecting public securities markets or credit markets, is often intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly and unpredictably. Such interventions or regulation may also fundamentally change trading or investment conditions or terms that existed, and our clients relied upon, when making an investment. Market Disruptions; Governmental Intervention The global financial markets have in the past several years undergone pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition — as one would expect given the complexities of the financial markets and the limited time frame within which governments have felt compelled to take action — these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of the markets, as well as previously successful investment strategies. A client may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that, in disrupted markets, many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to a client from its banks, dealers and other counterparties is typically reduced in disrupted markets. Such a reduction may result in substantial losses to a client. Market disruptions may from time to time cause dramatic losses for our clients, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. In addition, disrupted markets may affect a bank or financial institution that has custody of a client’s assets, adversely impacting the value or integrity of those assets and the ability to retrieve and secure such assets. A client could also experience delayed access to deposits or other financial assets or an uninsured loss of those deposits or other financial assets. Finally, portfolio companies invested in by clients may be unable to access a credit line because their bank experiences a market disruption, which may require emergency financing on terms less favorable than they could typically secure.

EU Directive on Alternative Investment Fund Managers The AIFMD applies to an alternative investment fund manager (“AIFM”) which manages and/or markets alternative investment funds (“AIFs”) in the EEA or UK (as applicable). Pursuant to the UK AIFM Regulations, our firm, as a UK AIFM managing one or more non-UK AIFs, is required to, among other things: (i) be authorized as an AIFM with the UK Financial Conduct Authority; (ii) comply with minimum capital requirements; (iii) comply with strict rules as to conduct of business, leverage, risk management, and reporting to regulators; and (iv) in circumstances where a client is marketed to investors in the UK, the UK AIFM Regulations require that our firm must provide certain disclosures to UK investors in the AIF as well as to appoint one or more services providers to act as a depositary. The depositary will have a range of obligations, including safe custody of certain assets, cash-flow monitoring and oversight of subscriptions and redemptions. In certain circumstances, the fees for depositary services may be significant. In addition, restrictions on investments or return of capital may be imposed on our firm under the UK AIFM Regulations. The UK AIFM Regulations include a requirement that there must be cooperation agreements in place between the financial regulators in each of: (i) the UK; and (ii) the jurisdiction where the AIF(s) is established. Termination or material changes to such agreements could prevent or hinder our firm’s ability to continue to act as the AIFM of a client. With respect to an AIFM established in a jurisdiction other than an EEA Member State (a “nonEEA AIFM”) marketing an AIF established in a jurisdiction other than an EEA Member State (a “non-EEA AIF”), the AIFMD requires that, at a minimum, the non-EEA AIFM must provide certain disclosures to EEA investors in the non-EEA AIF, as well as provide regular reports to the regulator in each EEA Member State where the non-EEA AIF is marketed. In addition, in certain circumstances where AIFs are marketed in the EEA, restrictions on investments or return of capital may be imposed on our firm under the AIFMD. Further, the AIFMD includes a requirement that there must be cooperation agreements in place between the relevant financial regulators in: (i) the jurisdiction where the non-EEA AIFM is established; and (ii) the jurisdiction where the non-EEA AIF is established; and (iii) the EEA Member State into which the non-EEA AIF is being marketed. Individual EEA Member State regulators may also impose additional marketing restrictions or requirements. As such, the combined effect of the provisions of the UK AIFM Regulations and AIFMD may limit our firm’s ability to market a client in the UK and/or EEA Member States and/or restrict our firm from pursuing the investment strategy of our clients. Risks Relating to a Client’s Strategy Importance of Individual Judgment The individual judgment and discretion of our firm’s personnel are fundamental to the implementation of its strategy. There can be no assurance that such individual judgment will be accurate, achieve profits or avoid losses.

Availability of Investment Opportunities There can be no assurance that our firm will be able to find suitable opportunities consistent with its investment approach. Market conditions may limit the availability of investment opportunities. Such limitations may cause delays in deploying our clients’ capital and may negatively impact returns. Reliance on Corporate Management and Financial Reporting Our firm will rely on the financial information made available by the issuers in which our clients will invest. Our firm has no ability to independently verify the financial information disseminated by the numerous issuers in which our clients may invest and is dependent upon the integrity of both the management of these issuers and the financial reporting process in general. Corporate mismanagement, fraud and accounting irregularities relating to the issuers of investments held by a client may result in material losses. Equity prices are particularly vulnerable to corporate mismanagement. Emerging Market Risk Our clients intend to invest in various countries such as Brazil, which are considered emerging markets and developing economies. Investing in emerging markets involves certain risks and special considerations not typically associated with investing in other more established economies or securities markets. Such risks may include (i) the risk of nationalization or expropriation of assets or confiscatory taxation; (ii) social, economic and political instability and uncertainty, including terrorism, war, the seizure by a government of company assets; (iii) dependence on exports and the corresponding importance of international trade; (iv) price fluctuations, less liquidity and smaller capitalization of securities markets; (v) currency exchange-rate fluctuations; (vi) rates of inflation (including hyperinflation); (vii) controls on foreign investment and limitations on repatriation of invested capital and on a client’s ability to exchange local currencies for U.S. dollars; (viii) governmental involvement in and control over the economy; (ix) governmental decisions to discontinue support of economic reform programs generally and to impose centrally-planned economies; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information about issuers; (xi) less extensive regulation of the securities markets; (xii) longer settlement periods for securities transactions; (xiii) less-developed corporate laws regarding fiduciary duties of officers and directors and protection of investors; (xiv) certain considerations regarding the maintenance of portfolio securities and cash with non-U.S. sub-custodians and securities depositories; and (xv) less infrastructure in legal, judicial, regulatory and settlement systems creating uncertainty regarding enforcement of rights and legal recourse. Investments could also be adversely affected by changes in laws and regulations or the interpretation thereof, including those governing foreign investment, anti-inflationary measures, rates and methods of taxation, and restrictions on currency conversion, imports and sources of supplies. Foreign investments are or may become subject to restrictions and controls of varying degrees. The restrictions and controls affecting our clients may be subject to sudden change, and may

make it impossible to hold or sell its investments or increase the costs of investments. The regulations affecting portfolio companies may also change, and such changes may have an impact on the value of existing investments. For example, Brazil has specific exchange-control restrictions relating to the shareholding by foreign investors in certain kinds of investments. In addition, the repayment of investment income, capital or revenues from the sale of shares may be subject to approvals or restrictions. Bureaucratic procedures may also restrict our clients’ ability to execute transactions or repatriate funds or may increase costs. Emerging market economies are evolving and risks could arise with respect to taxation and changing tax treaties that could affect the repatriation of funds or increase costs. Accounting, financial and other reporting standards in emerging markets like Brazil are not on par with those in more developed countries. Differences may arise in areas such as valuation of properties and other assets, accounting for depreciation, deferred taxation, inventory obsolescence, contingent liabilities and foreign exchange transactions. Accordingly, less information on investments may be available to investors than they may otherwise expect. Further, information available to our clients, including both general economic and commercial information and information concerning specific enterprises or assets, may be relatively less reliable, detailed or accurate. In addition, for companies that keep accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to express items in terms of currency of constant purchasing power; other situations may not permit such restatement. Inflation accounting may indirectly generate losses or profits or disguise true losses or profits. Emerging Markets Legal and Regulatory Risks Our clients may invest in emerging market jurisdictions where there is limited regulatoryauthority oversight. Although a client may seek to ensure that safeguards are in place to protect the interests of investors, such safeguards may be less effective in protecting investors’ interests than regulatory authority in other jurisdictions. Many emerging markets have legal systems which may not be capable of providing significant protection to investors. Laws affecting international investment and business may not be certain, and the law and practice of business may not be in line with international best practice. The local legal systems may suffer material ineffectiveness, lack of transparency and uncertainty. Corruption may be rife in some areas. Laws may change unexpectedly. Broad discretion and sometimes lack of appropriate training on the part of government authorities implementing the laws may produce additional legal risk. There can be no assurance that the regulatory environment in which a client will operate will become stable in the future. The burden of complying with conflicting or onerous laws, or difficulties in clarifying or enforcing rights, may have a material adverse impact on the operations of a client. Local laws in Brazil and other emerging markets regulating ownership, control and corporate governance of portfolio companies may not always be in line, or enforced in accordance, with best international practice. The right of shareholders to information, the ability to enforce contracts and certain aspects of company, judicial recovery and insolvency law could offer investors less protection than in developed countries. Management or controlling shareholders

may be able to take actions against the interests of minority shareholders which could result in share dilution and other adverse effects. Even where substantial revisions have been made to commercial laws in Brazil and other emerging markets, the judicial and civil procedures may not have been significantly modernized. Local courts may lack experience in commercial dispute resolution, and many of the procedural remedies for enforcement and protection of legal rights typically found in more developed jurisdictions may not be available in emerging markets. The extent to which local parties and entities, including local government agencies, will recognize the contractual and other rights of the parties with which they deal is uncertain. A client may therefore be unable to protect and enforce their rights. Legal, tax and regulatory changes could occur during the term of our clients that may adversely affect their investment results and/or some or all of the investors. The regulatory environment for private investment funds is evolving, and changes in regulation may adversely affect the value of investments held by a client and the ability of a client to obtain the leverage it might otherwise obtain or to pursue its business or trading strategies. In that regard, a client may be adversely affected as a result of new or revised legislation, or regulations imposed by the securities regulators, tax authorities and other governmental regulatory authorities or selfregulatory organizations that supervise the financial markets where a client carries out their activities. Our clients or some or all of their investors also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any of the proposals will become law. Compliance with any new laws or regulations could be more difficult and expensive, and may affect the manner in which our clients conducts business. New laws or regulations may also subject our clients or some or all of the investors to increased taxes or other costs. The effect of any future regulatory changes could be substantial and adverse. Emerging Market Settlement Risk Many emerging markets have different clearance and settlement procedures from developed countries. There may be no central clearing mechanism of settling rates and no central depository or custodian for the safe keeping of securities. The registration, record-keeping and transfer of instruments may be carried out manually, which may cause delays in the recording of ownership. Increased settlement risk may increase counter-party and other risks. Certain emerging markets have experienced periods when settlement dates are extended, and during the interim, the market value of an instrument may change. Moreover, certain emerging markets have experienced periods when settlements did not keep pace with the volume of transactions resulting in settlement difficulties. Due to the lack of standardized settlement procedures, settlement risk is more prominent in emerging markets than in more mature markets. Investments in Early Stage or Developing Companies Portfolio companies in which our clients may invest may offer services or products that are not yet developed or ready to be marketed, have no established market, have significant fluctuations in operating results, may be engaged in a rapidly changing business, and may need substantial

additional capital to set up infrastructure, hire management and personnel, develop product prototypes, support expansion or achieve or maintain a competitive position. Such companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and service capabilities, and a larger number of qualified managerial and technical personnel. Investments in early stage or developing companies should be considered highly speculative and may result in the loss of a client’s entire investment. In particular, there is a risk that our clients may not be able to realize their equity returns from investment in early stage or developing companies due to some or all of the following risks:

an early stage or developing company may not be able to secure later rounds of funding that it requires in order to achieve its business plan and fund on-going research, causing its development to suffer or fail, giving rise to the loss of all or part of the capital invested by our clients; our clients may invest in an early stage or developing company which struggles to compete with entities that have established businesses, relationships and positions in the market and that have much more substantial financial, business, technological, marketing and distribution assets, operations and resources. There can be no assurance that any developing company will be able to compete successfully with more established companies; early stage or developing companies may not be able to develop intellectual property into commercially viable products or technologies, or the products or technologies may fail; there is no assurance that an early stage or developing company will be able to achieve its business plan within the contemplated time period or at all; early stage or developing companies may experience problems, expenses, difficulties, complications and delays in connection with new or developing businesses, including technology risks, unproven business models, untested plans, uncertain market acceptance, competition, uncertain ability to attract and retain skilled personnel and lack of revenues and financing; competing technologies may enter the market and rapid technological developments may result in the technology of an early stage or developing portfolio company becoming obsolete, uneconomical or uncompetitive before any commercial success or financial return can be achieved. Technologies, products or services developed by early stage or developing companies may be found to be ineffective, unreliable, unsafe or uncompetitive or may not achieve market acceptance or penetration; some early stage or developing companies may be significantly affected by changes in law or government policy; it is unlikely that any significant income, gain, dividend or distribution will be received from an early stage or developing company for a considerable period of time, if ever; there is often no public market for investments in early stage or developing companies or assurance that such a market will develop. Securities markets may not be receptive to public offerings of any particular company or sector; strategic or financial acquirers of companies cannot be guaranteed. Sales or other disposals of securities in early stage or developing companies may be restricted by securities laws and/or constitutional documents and/or agreements. The availability of a

market for securities in companies or acquirers for such securities will vary with general economic conditions, valuations of comparable companies, perceptions of technology and industry sectors, the financial markets and many other factors. It may not be possible to realize investments in early stage or developing companies within a reasonable period of time or at all; and if the securities of early stage or developing companies become publicly traded, the value of the investors’ equity interests in the enterprises will fluctuate with the value and pricing that the stock markets place on those companies. Such securities are often subject to substantial variations in valuation and stock price.

Investments in Later Stage Companies Although some of the portfolio companies may already have a commercially successful product or product line at the time of our clients’ investment, technology-related products and services often have a more limited market or life span than products in other industries. Thus, the ultimate success of these companies often depends on their ability to innovate continually in increasingly competitive markets. If they are unable to do so, our clients’ investment returns could be adversely affected and, to the extent applicable, their ability to service their debt obligations to a client over the life of a loan could be impaired. The portfolio companies may be unable to acquire or develop successful new technologies and the intellectual property they currently hold may not remain viable. Even if the portfolio companies are able to develop commercially viable products, the market for new products and services is highly competitive and rapidly changing. Neither the portfolio companies nor a client have any control over the pace of technology development. Commercial success is difficult to predict, and the efforts of the portfolio companies may not be successful. Risks Relating to Investments Equity Investments A client’s equity investments may involve substantial risks and may be subject to wide and sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. There are no absolute restrictions in regard to the size or operating experience of the companies in which a client may invest (and relatively small companies may lack management depth or the ability to generate internally, or obtain externally, funds necessary for growth and companies with new products or services could sustain significant losses if projected markets do not materialize). Equity prices are directly affected by issuer-specific events, as well as general market conditions. Equity investments are subordinate to the claims of an issuer’s creditors and, to the extent such securities are common securities, preferred stockholders. Dividends customarily paid to equity holders can be suspended or cancelled at any time. In addition, in many countries investing in common stock is subject to heightened regulatory and selfregulatory scrutiny as compared to investing in debt or other financial instruments. For these reasons, investments in equity securities can be highly speculative and carry a substantial risk of loss of principal.

Debt Investments Our clients may invest in private debt securities and other similar instruments. Our clients may invest in debt instruments that are unrated, and whether or not rated, the debt instruments may have speculative characteristics. The issuers of such instruments, including sovereign issuers, may face significant on-going uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. A client may invest in bonds or other fixed income securities, including without limitation “higher yielding” (including non-investment grade) debt securities. Such securities are generally not exchange traded and, as a result, these financial instruments trade in the over-the-counter marketplace, which is less transparent and has wider bid/ask spreads than the exchange-traded marketplace. In addition, a client may invest in bonds of issuers that do not have publicly-traded equity securities, making it more difficult to hedge the risks associated with such investments. Also, the market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. High yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to make timely interest and principal payments. High yield securities are generally more volatile and may or may not be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High yield securities may also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher rated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities may be highly leveraged and may not have access to more traditional methods of financing. Preferred Stock Preferred stock generally has a preference as to dividends and upon the event of liquidation over an issuer’s common stock, but it ranks junior to debt securities in an issuer’s capital structure. Preferred stock generally pays dividends in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. Securitizations Securitization, while providing liquidity and access to capital, involves risks for investors. Key risk factors for our clients include credit and market risks. Credit risk is the chance that the

underlying borrowers will default on their obligations, which would interrupt the cash flow to investors. The severity of this risk depends on the quality of the pooled assets and the structure of the securitization. Market risk includes risks that the value of the securitized assets will change due to fluctuations in market prices, interest rates, or overall economic conditions, or that counterparties may be unable to sell their securitized assets quickly and efficiently without significant loss of value. Private Securities / Illiquid Investments Our clients may invest in private securities directly or through special purpose vehicles. Such securities generally are not registered with any regulator or listed on any stock exchange (or otherwise publicly traded). Further, such investments may be subject to certain restrictions on transfer or sale. As a result, investments in private securities can be highly illiquid. Additionally, given their illiquid nature and the lack of public reporting by their issuers, private securities may also be difficult to appropriately value. Some of the portfolio companies may have their securities listed with a stock exchange after our clients’ investment. In connection with such a listing, our clients will generally be required to agree not to dispose of their securities in the portfolio company for a certain period and accordingly, despite such listing, our clients’ investments may remain illiquid for a significant period. Securities listed may have low market capitalization and trading volume. There can be no assurance that sales on the stock exchanges will provide a viable exit mechanism for the investments. Underlying Investment Vehicles From time to time, some clients make investments in public or private investment vehicles or pooled accounts and certain co-investment vehicles for which our firm or our affiliates do not have the ability to select or manage the underlying investments. As a result, performance will be impacted by the decisions of third-party managers. Our firm may have limited insight into the underlying holdings and it can be difficult to monitor risk. In addition, those underlying investment vehicles often charge their own incentive and management fees, which would ultimately impact returns of our client accounts that are invested in such investment vehicles. Protection of Intellectual Property Our clients may invest in companies seeking to create value from the commercialization of technology. Commercialization of technology is dependent upon identification and protection of intellectual property rights (including copyright, patent, trademarks, design rights and trade secrets) and the subsequent transfer to commercial partners. There is no guarantee that intellectual property protection will be obtained or effectively enforced. This may result in a loss of value to the relevant companies and, as a result, to a client. Prosecution and protection of intellectual property can lead to protracted and expensive litigation, but it is important for a company that is commercializing intellectual property to defend and protect its intellectual property. Such litigation can adversely affect sales of the challenged product or technology and cause the diversion of a portfolio company’s technical and

management personnel, whether or not the litigation is determined in its favor. In the event of an adverse outcome in any such litigation, the relevant company in which a client has an interest may be required to pay substantial damages and is likely to incur significant legal fees. In addition, it may be required to cease the manufacture, use, sale or importation of infringing products; expend significant resources to develop or acquire non-infringing technology; discontinue the use of some processes; or obtain licenses to use the intellectual property in the infringing technology. Any of these possible outcomes is likely to result in a loss of value to the company and, as a result, also to a client. Despite efforts by the portfolio companies to protect their intellectual property rights, unauthorized parties may attempt to use aspects of their technology, or to obtain and use information that they regard as proprietary. It is likely to be difficult or impossible for portfolio companies to police unauthorized use of intellectual property used by them in their business. A client does not directly police unauthorized use by third parties of intellectual property in which it has an interest. In addition, there can be no assurance that competitors of portfolio companies will not independently develop similar products or technology, the result of which could be a loss of value to the portfolio company and, as a result, to a client. In certain jurisdictions, intellectual property generated by an employee is generally owned by the employer, but employees may be entitled to receive compensation for certain intellectual property developed by them. Should the relevant legislation change so as to allow employees access to intellectual property which they have generated or to give them a specific share of resulting revenue, the portfolio companies might be required to follow suit, and this may have an impact on the value of the intellectual property. Derivatives and Hedging Our clients may, from time to time, make use of swaps and other forms of derivative instruments which by their nature may be volatile and speculative. In general, a derivative instrument typically provides exposure to potential gain or loss from a change in the level of the market price of a security or currency (or a basket or index) in a notional amount that exceeds the amount of cash or assets required to establish or maintain the derivative position. Consequently, an adverse change in the relevant price level can result in a loss of capital that is more exaggerated than would have resulted from an investment that did not involve the use of leverage inherent in the derivative contract. While the judicious use of derivative instruments can be beneficial, such instruments also involve risks different from, and, in certain cases, greater than, the risks presented by more traditional investments. Some derivative instruments used by our clients may be privately negotiated in over-the-counter (“OTC”) markets. Derivatives are highly specialized instruments that require investment techniques and risk analyses different from those associated with equity and debt securities. The use of a derivative instrument requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.

Derivative instruments also involve exposure to counterparty risk, since contract performance depends in part on the financial condition of the counterparty. If a counterparty becomes bankrupt, our clients may experience significant delays in obtaining recovery (if at all) under the derivative contract in bankruptcy or other reorganization proceeding; if our clients’ claim is unsecured, they will be treated as a general creditor of such prime broker or counterparty and will not have any claim with respect to the underlying security. Our clients may obtain only a limited recovery or may obtain no recovery in such circumstances. The counterparty risk for cleared derivatives is generally lower than for uncleared OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing house for performance of financial obligations. However, there can be no assurance that the clearing house, or its members, will satisfy its obligations to our clients. Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets our clients may not be able to close out a position without incurring a loss. Market movements are difficult to predict, and financing sources and related interest rates are subject to rapid change. One or more markets may move against the derivatives positions held by our clients, thereby causing substantial losses. These transactions are also expected to involve significant transaction costs. Trading in derivative instruments can also result in large amounts of leverage. Thus, the leverage offered by trading in derivative instruments will magnify the gains and losses experienced by our clients. Many derivatives are valued on the basis of dealers’ pricing of these instruments. However, the price at which dealers value a particular derivative and the price which the same dealers would actually be willing to pay for such derivative should our clients wish or be forced to sell such position may be materially different. Such differences can result in a difference between the best estimate of the net asset value and the value actually received for such assets (taking into account prevailing market conditions) and may materially adversely affect our clients in situations in which our clients are required to sell derivative instruments. Our clients’ use of derivatives and other techniques (such as short sales) for hedging purposes involves certain additional risks, including: (i) dependence on the ability to predict movements in the price of the asset being hedged; (ii) imperfect correlation between movements in the asset on which the derivative is based and movements in the asset being hedged; and (iii) possible impediments to effective portfolio management or the ability to meet short-term obligations because of the percentage of our clients’ assets segregated to secure its obligations under derivative contracts. In addition, by hedging a particular position, our clients may limit any potential gain from an increase in value of such position. Non-Controlling Investments Our clients may seek non-controlling positions in the portfolio companies. Upon acquiring a non-controlling position in a portfolio company, our clients may have a limited ability to protect their positions although it is expected that it will attempt to negotiate certain minority rights to protect our clients. However, there can be no assurance that such minority rights will be obtained or if obtained, that they will protect our clients’ interests. The success of any such portfolio companies will largely depend on the ability and success of the management of such portfolio companies, in addition to economic and market factors.

Control Person Liability Our clients may have controlling interests in a number of the portfolio companies. The exercise of control over a company may impose additional risks of liability for which the limited liability generally afforded to investors may be ignored. If any such liabilities were to arise, our clients may suffer significant losses. While our firm intends to manage our clients in a manner that will minimize the exposure of such risks, the possibility of successful claims against our clients or for which our clients otherwise may be liable cannot be precluded. Involvement in Portfolio Companies Our clients may play the role of an active investor in their portfolio companies and may have an influential stake or a board seat in their portfolio companies. While this provides our clients with more opportunities to positively influence a portfolio company’s success, it can also produce greater exposure to the clients’ assets. This activity may increase the likelihood that our firm, our affiliates or our clients may be named as defendants in civil proceedings relating to such portfolio companies. For example, membership on the board of directors of a company can result in being named as a defendant in litigation. Typically, portfolio companies will have insurance to protect directors and officers, but this insurance may not be adequate. Thus, the expense of defending against claims by third parties and paying any amount pursuant to settlements or judgments may be partially or fully borne by our clients which would reduce net assets or could require investors to return to our clients distributed capital and profits. Additionally, in the event that material, non-public information is obtained with respect to such companies or the clients becomes subject to trading restrictions pursuant to the internal trading policies of such companies or as a result of applicable law or regulations, the clients may be prohibited for a period of time from purchasing or selling the securities of such companies, which prohibition may have an adverse effect on the clients. The clients will indemnify our firm (or our affiliates or designees) for claims arising from such board representation. Finally, as a result of serving as a director, our firm (or our affiliates or designees) will have fiduciary duties to the relevant investment and such fiduciary duties may cause our firm (or our affiliates or designees) to act in a manner that may conflict with the interests of the clients. Co-Investments with Third Parties Our clients may co-invest with third parties through partnerships, joint ventures or other coinvestment entities. Such investments may involve additional risks, including the possibility that a third-party co-investor or partner may, at any time, have economic or business interests or goals that are inconsistent with those of our clients, may have financial difficulties resulting in a negative impact on such investment or may be in a position to take action in a manner contrary to the investment objectives of our clients. In those circumstances where such third parties involve a management group, such third parties may receive compensation arrangements relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the return to participants in the investments. In addition, our clients may, in certain circumstances, be liable for actions of their third-party co-investor or partner or for broken-deal expenses related to co-investments.

Expedited Transactions Investment analyses and decisions by our firm may be undertaken on an expedited basis in order for our clients to take advantage of available investment opportunities. In such cases, the information available to our firm at the time of an investment decision may be limited, and our firm may not have access to the detailed information necessary for a thorough evaluation of the investment opportunity. Further, our firm may conduct its due diligence activities over a very brief period. Accordingly, expedited transactions may expose clients to investments with less complete diligence and higher uncertainty, potentially resulting in unfavorable outcomes compared to transactions reviewed under normal timeframes. Limitation on Ability to Realize Exit Strategies The feasibility and terms of any proposed exit strategy for a client’s investments will depend in part on factors that are not within the control of our clients, including, without limitation, the time of the proposed disposition, the effect of applicable legislation, and political and economic conditions. At any particular time, one or all of these exits may not be open to our clients, or timing with respect to these exit mechanisms may be inopportune. As such, the ability to exit from and liquidate investments may be constrained at any particular time. Consequently, the precise timing of the disposition of an investment and the manner of disposition are impossible to predict, and there can be no assurance that such disposition will be achieved on terms favorable to our clients. Valuation Valuations of the investments will be determined by our firm and will be final and binding on all clients. Our firm has created a valuation committee (the “Valuation Committee”) which has established the process of valuing portfolio investments and has adopted a Valuation Policy. Valuations are prepared internally, and we may seek valuation support from an independent third-party appraisal firm (each, a “Valuation Preparer”). Valuations will employ valuation methodologies recognized within both the private equity industry and among professional valuation practitioners, as set forth below, to ensure uniformity and transparency in both the valuation framework for determining and presenting its fair value conclusions across each of our clients’ portfolio company investments. The valuation of portfolio investments is conducted in accordance with GAAP and shall adhere to the standard of value in accordance with fair value, which under ASC §820 classifies the inputs relied upon in any fair value analysis within the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level of input that is significant to the fair value measurement. However, the assessment of the significance of a particular input into a fair value measurement requires judgment and considers factors specific to each portfolio company investment, as determined by the Valuation Preparer and the Valuation Committee. The variability and availability of certain observable inputs may cause certain investments to transfer between Levels 1,2 and 3 and will be recognized periodically as observed by the Valuation Committee, and in consultation with the Valuation Preparer, as requested. The Valuation Committee’s ultimate determination of fair value for each portfolio company investment is based upon the best information available, in the Valuation Committee’s judgment, and may incorporate specific assumptions that reflect a variety of factors, both internal and external. Notwithstanding the foregoing, generally, there may be no readily available market for the investments and hence, most of the investments may be difficult to value. Despite our clients’ efforts to acquire sufficient information to monitor the investments and make well-informed valuation and pricing determinations, our clients may only be able to obtain limited information at certain times. It is possible that our clients may not be aware on a timely basis of material adverse changes that have occurred with respect to certain investments. Our clients may have to make valuation determinations without the benefit of an adequate amount of relevant information. In the absence of market comparisons, they will use other pricing methodologies, including, for example, models based on assumptions regarding expected trends, historical trends following market conditions believed to be comparable to the then current market conditions and other factors believed at the time to be likely to influence the potential sale price of an investment. Such methodologies may not prove to be accurate and our clients’ inability to accurately price the investments may result in adverse consequences for our clients. Potential investors should be aware that as a result of these difficulties, as well as other uncertainties, any valuation made by clients may not represent the fair market value of the investments. Interests in our clients are speculative and involve a high degree of risk. They are suitable only for persons who can afford to lose their entire investment. The foregoing list of risk factors does not purport to be a complete explanation of the risks involved with our strategies.

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

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

follow applicable laws and regulations;

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

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

complete assigned training.

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

The core elements of our personal trading policy are:

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

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

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

Every Access Person must submit to the Chief Compliance Officer:

initial and annual holdings reports; and

quarterly transaction disclosures.

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

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

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

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

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

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

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