CIM EUROPE S. à R.L.
BEST EXECUTION POLICY
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BACKGROUND OF CIM EUROPE BEST EXECUTION POLICY

Under the provisions of (i) the EU Directive 2011/61/EU supplemented by the European
Commission Delegated Regulation of 19 December 2012, referred to as “Level 2 AIFM Regulation”(supporting AIFs activities) and (ii) Directive 2014/65/EU supplemented by the European
Commission Delegated Regulation 2017/565 of 25 April 2016, CIM Europe S. à r.l (“CIM Europe”)
is required to establish and implement an “Order Execution Policy” and to take (i) all reasonable
steps to obtain the best possible results for the concerned AIF (and its investors) and (ii) all
sufficient steps for the concerned separately managed accounts (“SMAs”) when executing
decisions to deal on behalf of the AIFs/SMAs under its management, either when executing
AIFs’/SMAs’ orders, receiving and transmitting orders for execution or delegating transmission
and/or execution to a portfolio manager delegate.
For the avoidance of doubt, best execution principles only apply to the extent required byapplicable rules, i.e., for assets for which best execution is relevant.
2OBJECTIVE

The objective of this policy is to set out CIM Europe’s requirements with regards to order
execution across various asset classes pursued by AIFs/SMAs managed by CIM Europe.
3SCOPECIM Europe, has fully delegated the portfolio management of the AIFs managed by CIM Europethat focus on Private Equity, Real Assets (including Infrastructure), and Fund of Funds strategies
to Carlyle Investment Management L.L.C. (“CIM”). CIM Europe has fully delegated the portfolio
management of certain credit-focused AIFs (the “Credit AIFs”) managed by CIM Europe to CarlyleGlobal Credit Investment Management L.L.C. (“CGCIM”). Collectively, CIM and CGCIM arereferred to herein as the “Delegated Portfolio Managers.” Each of CIM and CGCIM is aninvestment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) under
the U.S. federal securities laws. Under these laws, CIM and CGCIM, as registered investment
advisers, are subject to the duty to seek to obtain the “best price and execution” on all securities
transactions effected for its advisory clients. Accordingly, they are subject to a written policy toensure that they adhere to this obligation to seek best execution over time (such policy, the“Delegated Portfolio Manager Best Execution Policy”).
As of the date of this policy, Cim Europe does not manage any SMAs. Should CIM Europe decide
to manage SMAs, it will delegate the portfolio management of SMAs.
In case of delegation, CIM Europe shall ensure that delegates apply similar and equivalentprinciple. CIM Europe remains responsible for the oversight of these functions. As such, this policy

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is applicable to the activities of the Delegated Portfolio Managers with respect to all dealings andinvestments undertaken by the AIFs/SMAs managed by CIM Europe (“the Funds” or “the AIFs”).
4GOVERNANCE

The policy is subject to the assessment and approval of CIM Europe’s Board of Directors (the“Board”). Changes to the policy can only be made with the Board’s formal approval. Appendicesmay be updated by the Conducting Officers of CIM Europe and duly notified to the Board, for
information purposes. The Conducting Officer Responsible for Portfolio Management Oversightis the owner and responsible for the day-to-day maintenance and operation of this policy.
5METHODOLOGY & PROCESS

5.1

DELEGATED PORTFOLIO MANAGER BEST EXECUTION CONSIDERATIONSIn selecting broker-dealers to effect transactions in a publicly traded security (e.g., public tender
offer, initial public offering, secondary sale of publicly traded securities) or bank loans (together“market transactions”) on behalf of the AIFs/SMAs (if any), each of CIM and CGCIM will use its
best judgment to choose the service providers most capable of providing “best execution” on anoverall basis. “Best execution” does not require the Delegated Portfolio Managers to obtain thelowest possible transaction cost. Rather, “best execution” is the execution of trades at the mostfavorable net price considering all relevant circumstances and requires the placement of tradesin a manner that is intended to maximize the value of each AIF’s/SMA’s investment objectives.
In connection with its determination of whether “best execution” has been obtained, in addition
to net price, the Delegated Portfolio Managers will consider the full range of services available
from and the characteristics of each broker. Such services and characteristics may include, but
are not limited to, execution capabilities, responsiveness, trading experience, the ability to handle
the order to the best advantage of the AIF/SMA, reputation and integrity, overall reliability,willingness and ability to commit capital to fund a purchase, access to underwritten offerings andsecondary market trades, the nature of the investments to be bought or sold, any special
circumstances affecting the instrument (e.g., redemption features), value of “research” (in whole
or in part, either provided by the broker, or paid for by the broker (either by direct orreimbursement payments (in whatever form) or by commissions, mark-ups or credits or by anyother means) to be provided by others)2 first calls and ability to provide useful ideas and market
color, ability to provide access to issuers, ability to facilitate analyst visits, and access toroadshows.
Applicability of specific criteria will vary depending upon the nature of the transaction, the market
in which it is performed, and the extent to which it is possible to select from among multiple
brokers or dealers capable of effecting the transaction. In accordance with Article 27 ofCommission Delegated Regulation (EU) 2017/565, relative importance of such factors shall be
determined by reference to the following criteria:− the objectives, investment policy and risks specific to the AIF, as indicated in the AIF’s rules
or articles of association, prospectus or offering documents of the AIF;
− the characteristics of the order;
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See Section II of these policies and procedures for a discussion of what type of “research” comes within the safe harborprovisions of Section 28(e).

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−−5.2

the characteristics of the financial instruments or other assets that are the subject of thatorder;
the characteristics of the execution venues to which that order can be directed.

DELEGATED PORTFOLIO MANAGER BEST EXECUTION CONTROLSAs described in Delegated Portfolio Manager Best Execution Policy, the Delegated Portfolio
Managers have developed certain procedures to monitor the quality of the execution services
provided by applicable service providers. For example, the Delegated Portfolio Managers haveestablished brokerage committees that meet periodically to review and analyze trades executedby approved broker-dealers.
5.3

CIM EUROPE CONTROLS AND MONITORING PRINCIPLES

In line with its oversight responsibilities, CIM Europe regularly monitors the effectiveness ofDelegated Portfolio Managers’ best execution practices, including compliance with the DelegatedPortfolio Manager Best Execution Policy.

5.4

ADDITIONAL CONTROLS AND MONITORING PRINCIPLES IN THE CONTEXT OF ASSETSPURCHASED OUTSIDE OF AN EXECUTION VENUEIn the particular context of transactions that relate to the purchase and sale of non-listedcompanies, the key controls applied to the execution process are:••••••
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approved and standardized investment methodology and process;the conduct of extensive due diligence processes, prior to the execution of acquisition ordisposals. The processes are set out in the overview of CIM Europe’s Investment
Management Processes;
appropriate source pricing (either from an independent valuation agent or the markets);the review programme includes an assessment of investments on a Pre and Post
execution basis;
periodic review of the investment process itself and of third parties supporting theexecution process and this policy; andperiodic review of the policy itself.
ORDER HANDLINGCIM Europe and its delegates are required to execute AIF/SMA orders in a fair manner for all
AIFs/SMAs. As applicable, trades may be aggregated if aggregation is believed to benefit theAIFs/SMAs and to be consistent with the obligation to seek best execution. The DelegatedPortfolio Managers are notobligated to aggregate AIF/SMA trades, however, and there may be reasons, such as AIF/SMA
specifications or logistics of the trade itself, where aggregation is not possible. In such situations,the inability to aggregate the trade could result in an increase in transaction costs for theAIF/SMA.
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The Delegated Portfolio Managers may trade the same instruments for multiple AIFs/SMAs witha particular broker throughout the day. Where possible, the price at which that particular broker
handles these multiple orders generally will be averaged among the multiple [Advisory Client
accounts during a trading day. Trades with a particular broker that occur in the same instruments
for multiple AIFs/SMAs on the same day may be averaged across multiple AIF/SMA accounts if
determined to be fair, reasonable and appropriate under the circumstances.
7MONITORING AND REVIEW OF THE ORDER EXECUTION POLICYCIM Europe will regularly monitor effectiveness of execution arrangements and compliance withthis policy by the Delegated Portfolio Managers in respect of AIF/SMA transactions. At aminimum, CIM Europe will review this policy annually and whenever a material change occursthat affects its ability or the Delegated Portfolio Managers ’ to continue to obtain the best possible
results for the AIFs/SMAs, or in order to reflect changes in laws and regulations.
This policy has been approved by the Senior management and Board members of CIM Europe on
September 22nd, 2023

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