MIC Capital Management UK LLP

Item 5.        Fees and Compensation

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

The fees and expenses associated with an investment in our clients vary and are described in the
governing documents and management agreements, as applicable, of each client. The following
is a general description of the fees and expenses paid by our clients.

All compensation described below is generally deducted automatically from our clients’ accounts
pursuant to their governing documents. A third-party administrator generally monitors and
controls this process. We generally charge management fees to our clients based on capital
commitments and/or invested capital, and our clients generally pay management fees quarterly in
advance. Investors in our fund clients indirectly bear their pro rata share of the management
fees.

Refer to Item 6 – Performance-Based Fees and Side-By-Side Management for discussion of
performance-based compensation. In connection with our advisory services, our clients (and
where the client is a fund, the investors therein indirectly) generally bear all of their own
expenses (ordinary and extraordinary). The below sets out the types of expenses typically borne
by our clients, but some clients and their investors have different expense arrangements. The list
is detailed but does not include every possible expense a client may incur:

   •   management fees;

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

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

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

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

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

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

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

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

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

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

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

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

•   foreign exchange and currency conversion costs;

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

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

•   bookkeeping, recordkeeping, legal, accounting, auditing, and tax preparation fees,
    charges, and expenses and all professional and consulting fees and expenses arising in
    connection with the activities of a client, the firm and its affiliates or our officers,
...

Item 7.          Types of Clients

All of our clients are either private funds or separately managed accounts, including through sub-
advisory arrangements. Our clients rely on certain exclusions from the definition of “investment
company” in the U.S. Investment Company Act of 1940, as amended. Accordingly, none of our
clients are registered as investment companies with the U.S. Securities and Exchange
Commission.

Our firm determines in its sole discretion any requirements for entering into an investment
advisory contract with a fund client or otherwise opening a separately managed account,
including whether a potential client is large enough to implement its desired investment program.

Item 8.          Method of Analysis, Investment Strategies and Risk of Loss

In managing our clients, we employ methods of analysis and investment strategies suitable for
each client’s investment objective. The below sets forth a description of some of the more
significant investment platforms that our firm uses on behalf of our clients generally, investment
instruments in which we may have our clients invest, and the risks associated with them. Not all
of the investment strategies, investment instruments and associated risks are relevant to all
clients.

Investment Platforms

Private Equity

Our Private Equity program focuses on large cap and mid-market businesses in the U.S. and
Europe. We seek to accelerate their growth organically and through strategic M&A, geography
and market expansion, or operational optimization, and often a combination of all three.

Solutions

Our Solutions investment program offers investors access to diversified portfolios focused on
capital preservation through primary, secondary, and co-investment opportunities across a range
of strategies and ticket sizes.

Special Opportunities – Brazil

Our Brazil investment program acquires and actively manages assets in complex or transitional
situations in Brazil. Our Brazil strategy has invested in sectors such as education, energy, and
infrastructure.

Ventures

Our Ventures platform has partnered with founders to build and scale transformative businesses
across technology and healthcare by leveraging Mubadala PJSC’s global scale, resources and

capital. To date, our portfolio includes more than 100 early and growth companies. Key sectors
our Ventures platform looks at include technology (including software, financial technology and
deep tech) and healthcare.

Client Risks

Set forth below is an overview of the primary risks associated with the type of investment
strategies described above. However, it is not possible to identify all of the risks associated with
investing. The particular risks applicable to a client will depend on the nature of the client, its
investment strategy, the types of securities held and other factors. It is critical that investors
consult the fund documents and offering materials for a complete understanding of the
significant risks associated with investing in our clients. The below is a summary only and is
qualified in its entirety by the relevant fund documents and offering materials.

General Risks

Investing in Our Clients Involves a High Degree of Risk

There can be no assurance that a client’s investment objective will be achieved or that its
investment strategy will be successful. Investors could lose all or substantially all of their
investment in our clients and there can be no assurance that an investor will receive a return of
their capital.

Devotion of Time

Our firm and our affiliates manage multiple clients and separately managed accounts for the
benefit of parties other than any one client. Our firm and our affiliates may devote substantial
time and resources to doing so and in accordance with our client’s business time and attention
standards.

Competition

Our firm competes with numerous other investment advisers and other financial institutions,
including with firms with whom we have Strategic Partnerships (as defined below), as well as
other investors, many of which have substantially greater resources than our clients. The amount
of capital committed to “alternative investment strategies” has increased dramatically during the
past decade. At the same time, market conditions have become significantly more adverse to
many of such strategies than they were in previous years. Further, it is possible that competition
for appropriate investment opportunities may increase, thus reducing the number of opportunities
available and adversely affecting the terms upon which investments by a client can be made.
The profit potential of a client may be materially reduced as a result of the increased competition
within the alternative investment field.

Potential Inability to Trade or Report Due to Systems Failure

The functioning of our internal and external computer systems has an impact on our firm’s
strategies. Accordingly, systems failures, whether due to third-party failures upon which such
systems are dependent or the failure of our hardware or software, could disrupt trading or make

trading impossible until such failure is remedied. Any such failure, and consequential inability
to trade (even for a short time), could, in certain market conditions, cause our clients to
experience significant trading losses or to miss opportunities for profitable trading. Any such
failures also could cause a temporary delay in reports to investors.

Cybersecurity Breaches

Our clients are subject to risks associated with breaches in their and our cybersecurity.
Cybersecurity is a generic term used to describe the technology, processes and practices designed
to protect networks, systems, computers, programs and data from “hacking” by other computer
users, other unauthorized access and the resulting damage and disruption of hardware and
software systems, loss or corruption of data, as well as misappropriation of confidential
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