Berkshire Partners

For purposes of this Brochure, the “Adviser” means Berkshire Partners LLC, a Massachusetts limited liability company, together (where the context permits) with its affiliates that provide advisory services to and/or receive advisory fees from the Funds (as defined below). Such affiliates may or may not be under common control with Berkshire Partners LLC but possess a substantial similarity of personnel and/or equity owners with Berkshire Partners LLC. These affiliates are generally formed for tax, regulatory or other purposes in connection with the organization of the Funds or may serve as general partners of the Funds. The Adviser is wholly owned by BPSP, L.P., which is in turn wholly owned by Berkshire Partners Holdings LLC. Stockbridge Partners LLC (together with its affiliates, including general partner entities, that provide advisory services to and/or receive fees from pooled investment vehicles and other clients advised by Stockbridge Partners LLC, “Stockbridge”), which is also wholly owned by BPSP, L.P., is an investment adviser and affiliate of Berkshire Partners LLC and has prepared a separate brochure and Form ADV. Castle Rock Advisors LLC (together with its affiliates, including general partner entities that provide advisory services to and/or receive fees from pooled investment vehicles and other clients advised by Castle Rock Advisors LLC, “Castle Rock” and, together with Stockbridge, each an “Affiliate Adviser”), which is wholly owned by Berkshire Partner Holdings LLC, is an investment adviser and affiliate of Berkshire Partners LLC and has prepared a separate brochure and Form ADV. For the avoidance of doubt, the term “Adviser” as used herein does not include Stockbridge or Castle Rock, and the terms “Stockbridge” and “Castle Rock” do not include the Adviser. The Adviser provides investment advisory services to investment vehicles (the “Funds”), including certain Coinvestment Vehicles (as defined herein), that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”), the interests of which are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Adviser primarily pursues a private equity strategy which includes Berkshire Private Equity (“Berkshire PE”), which is focused on middle market private equity investments. In addition, a subset of Berkshire PE (“Berkshire DI”) is focused on digital infrastructure (“DI”). The Funds managed by Berkshire PE (the “PE Funds”) make primarily long-term private equity and equityrelated investments. The Funds managed by Berkshire DI (the “DI Funds”) target investments that provide the infrastructure that is expected to enable delivery of a range of products and services that are components of the evolving digital economy. In accordance with the Funds’ respective investment objectives, the Funds’ investments historically have been focused in industries where the Adviser has developed particular expertise, including, for the PE Funds, business and consumer services, healthcare, industrials, and technology & communications and, for the DI Funds, wireless access, data centers & cloud, and network infrastructure. The Adviser’s advisory services consist of investigating, identifying, and evaluating investment opportunities; structuring, negotiating, and making investments on behalf of the Funds; managing and monitoring the performance of such investments; and disposing of such investments. The Adviser provides investment advisory services to each Fund in accordance with separate investment advisory, investment management, or portfolio management agreements, as applicable (each, an “Advisory Agreement”), the applicable governing agreement of a Fund (such as a limited partnership agreement or analogous organizational document (each, an “Organizational Document”)), and/or side letters with limited partners of the Funds (“Side Letters,” and together with the Advisory Agreements and the Organizational Documents, the “Governing Documents”). Investment advice is provided directly to the Funds (subject to the discretion and control of the applicable general partner, if applicable) and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the applicable Governing Documents of each Fund. Investment restrictions for the Funds, if any, are generally established in the Governing Documents of each applicable Fund. The Adviser has been in business since 1986. As of December 31, 2025, the Adviser managed a total of $29,003,502,903 of client assets, all of which is managed on a discretionary basis.

The Adviser does not participate in wrap fee programs.

As compensation for investment advisory services rendered to the Funds, the Adviser receives from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based on committed capital or remaining invested capital with respect to such Fund. Advisory Fees from time to time are reduced or waived during the life of a Fund. Advisory Fees paid by a Fund are indirectly borne (to the extent not waived) by investors in such Fund. Each Fund’s Governing Documents provide that the Advisory Fees will be calculated on a basis that, as a general matter, is not tied to the Fund’s then-current net asset value. As further described in the Governing Documents, from the effective date of the relevant Fund until a date specified in the Governing Documents (e.g., the end of the Fund’s defined investment period or upon the occurrence of certain events (the “Stepdown Date”)), Advisory Fees generally will be calculated based on a formula tied to the amount of the relevant Fund’s aggregate commitments. After the Stepdown Date, Advisory Fees generally will be calculated based on a formula tied to aggregate investment contributions that have not been disposed of or written off as a realized loss for book purposes, outstanding leverage, unrecouped bridge financing contributions and, with respect to the DI Funds and subject to limitation in the applicable Fund’s Governing Documents, investment contributions that have not been written down and amounts committed in respect of, or reserved to complete, investments. For these purposes, amounts committed in respect of investments include amounts allocated by the Adviser for potential investments or amounts where a Fund has the right, but not the obligation, to invest or increase investment in a portfolio company. Unless otherwise noted in a Fund’s Governing Documents, Advisory Fees will not be reduced in connection with any write downs (whether temporary or permanent) or a decrease (including a significant decrease) in fair value, except in the case of investments that have been written off as a realized loss for book purposes. Similarly, if the fair value of an investment exceeds the aggregate investment contributions for that investment, Advisory Fees payable after the Stepdown Date are not computed on the appreciated value and instead continue to be determined by the amount of such investment contributions. As a result, the Advisory Fees generally will not track changes in the fair value of any individual investment or of a Fund. On occasion, the Advisory Fee base will include capitalized transaction-specific fees and expenses of unrealized investments. In addition, the Governing Documents for certain Funds do not require any reimbursement or refund of Advisory Fees, in whole or in part, in connection with partial sales or dispositions, distributions (including those arising from dividend recapitalizations), reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, or where one or more other Fund(s) exit their investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case where such events do not result in a complete disposition of the relevant Fund’s interest, and even where the value of the Fund’s investment or the Fund’s ownership percentage has been reduced (including materially reduced) as a result. In addition, the Governing Documents for certain Funds do not provide for the reimbursement or refund of Advisory Fees in the event of realizations, dispositions, or partial writedowns or write-offs occurring mid–calculation period. The Governing Documents set forth the terms under which Advisory Fees will be reduced, waived, offset, or otherwise limited, and, consequently, investors should expect to bear the full specified Advisory Fee rate in the Governing Documents until such fees are reduced in the circumstances and on the date(s) specified therein. Unless otherwise agreed with a Fund’s investors, Advisory Fees will continue to be payable during any term extensions. In addition, the Adviser and its employees perform consulting, transaction-related, financial advisory, and other services for, and receive fees from, actual or prospective portfolio companies or other investment vehicles of the Funds, including fees in connection with operational and financial matters (e.g., monitoring fees and advisory fees), structuring investments in such portfolio companies (e.g., placement fees, commitment fees, financing fees, closing fees and acquisition fees), as well as mergers, acquisitions, operations, restructurings, add-on acquisitions, other projects, refinancings, public offerings, sales,

terminations, divestments or other dispositions, and similar transactions with respect to such portfolio companies (“Transaction Fees”). The Adviser and its affiliates also receive monitoring fees pursuant to management agreements with portfolio companies of the Funds governing the advice, consultation, and other similar ongoing services provided by the Adviser and its affiliates to such portfolio companies. The terms of a management agreement may include (among other things) annual automatic renewals, the payment of monitoring fees (which may be fixed fees or calculated as a percentage of EBITDA or similar performance metric), and the acceleration of payment of the monitoring fees upon certain termination events, including the occurrence of an initial public offering or strategic exit. The Adviser has not generally charged accelerated monitoring fees in the past and expects accelerated monitoring fees in the future to be rare (e.g., in the case of a consortium transaction in which a third-party coinvestor is charging such an accelerated monitoring fee). Because the management agreements may have prolonged terms (often exceeding ten years and/or subject to automatic extensions and renewal), in the rare event that an accelerated monitoring fee is charged, the financial effect of such acceleration may be substantial, particularly in the event such circumstances occur early in the life of the Fund’s investment in such portfolio company. In addition, the Adviser and its affiliates receive fees in connection with serving on the board of directors of a portfolio company (“Director Fees”) and in connection with an unconsummated transaction (“Break-Up Fees” and, together with Transaction Fees, monitoring fees and Director Fees, the “Portfolio Company Fees”). The amount and timing of Portfolio Company Fees received by the Adviser are generally specified in the agreement or other documentation governing the transaction. The Adviser and its affiliates have received and may receive in the future Director Fees from a single portfolio company in which multiple Funds and/or a Fund and an Affiliate Client (as defined below) was/is invested. Although these Portfolio Company Fees are in addition to the Advisory Fees, the Adviser will in some circumstances reduce the amount of Advisory Fees paid by the applicable Fund in connection with the receipt of such Portfolio Company Fees. The Adviser will not, however, reduce the amount of Advisory Fees paid by the applicable Fund with respect to fees received by Portfolio Advisors (as discussed below). The amount and manner of such reduction is set forth in the Governing Documents of the applicable Fund. Only that portion of such Portfolio Company Fees allocable to the Fund will reduce the Advisory Fee as described above. To the extent permitted in the Governing Documents of a Fund, if a Portfolio Company Fee relates to more than one Fund, the portion of the Portfolio Company Fee allocable to capital invested by a Fund, coinvestment vehicle or third-party investor that does not pay Advisory Fees, or to capital committed by a Fund investor that does not pay Advisory Fees, will be retained by the Adviser and such amounts will not offset the Advisory Fee. Specifically, Directors Fees paid to the Adviser or its affiliates by a portfolio company in which multiple Funds, and/or a Fund and an Affiliate Client, coinvestment vehicle, or other third-party coinvestor that does not pay Advisory Fees, has invested are generally allocated pro rata among such Fund(s) and/or such Affiliate Client(s), vehicle(s), and/or coinvestor(s). Because Directors Fees do not reduce the advisory fee paid by the Affiliate Clients, or a Fund, coinvestment vehicle, or thirdparty coinvestor that does not pay Advisory Fees, the Adviser or its affiliates will be entitled to retain such Directors Fees that are allocated to the Affiliate Client or other such vehicle or investor without remitting such amounts to the applicable Fund. Furthermore, Portfolio Company Fees are generally allocated pro rata among a Fund and other coinvestment parties that coinvested or proposed to coinvest with such Fund based on the capital the Fund and each such other coinvestment party has invested or proposed to invest in the portfolio company or prospective portfolio company. Generally, under the terms of the applicable Governing Documents, for purposes of calculating any Advisory Fee offset, Portfolio Company Fees are net of out-of-pocket costs and expenses incurred by the Adviser in connection with consummated or unconsummated transactions or in connection with generating any such fees. Portfolio Company Fees may be paid in cash, in securities of the portfolio companies or investment vehicles (or rights thereto), or otherwise. For the avoidance of doubt, any fees paid to the Adviser or its personnel after a Fund has exited an investment are not considered “Portfolio Company Fees” in every instance and in such cases would not reduce the Advisory Fee.

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Methods of Analysis and Investment Strategies The Berkshire PE investment strategy is generally to seek to:

Invest in businesses that have attractive growth prospects and resilience characteristics;

Deploy the Adviser’s value creation resources across six areas of impact, to inflect each portfolio company’s growth trajectory and improve its long-term stability;

Utilize the Adviser’s deep sector expertise and reputation as a responsible, collaborative investor to develop highly targeted, proprietary investment opportunities;

Partner with and enhance high-quality management teams to enable companies to reach their full potential;

Thoughtfully forge portfolio companies into scaled market leaders which possess highly desirable characteristics for a variety of potential buyers upon the Adviser’s exit; and

Build a relatively concentrated portfolio of 20-25 investments per fund that delivers attractive net results to investors over several years.

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The Adviser pursues control and minority investments for the PE Funds typically via one of the following transaction types:

Management recapitalizations and leveraged buyouts. The Adviser assists in organizing buyouts (including turnarounds) and recapitalizations of businesses in which management teams retain significant ownership.

Growth capital investments. The Adviser provides equity to companies that could benefit from latestage growth capital to support organic growth or acquisition strategies.

Investments in publicly traded securities. The Adviser invests in marketable securities in instances where its analytical, operational, and/or strategic skills and insights enable the Adviser to identify an appropriate return opportunity.

In addition, the Adviser’s PE Fund investments often share one or more of the following characteristics:

Consolidation strategy. The Adviser supports companies with strong growth potential seeking to gain market share in their respective markets through organic and strategic industry consolidation.

Corporate carve-out. The Adviser invests in divisions or subsidiaries of larger corporations with a view that those businesses will operate more effectively as independent companies.

Family / Founder-led Business. The Adviser has a long history of partnering with families and founders and understanding their objectives for their businesses.

International. The Adviser invests in companies that exhibit opportunities for growth across the globe.

Privatization. The Adviser assists in converting government-owned organizations into private businesses.

Take-private. The Adviser identifies public companies to take private in order to provide management with a more flexible environment to pursue long-term growth objectives.

Transformative acquisition/divestiture. During the Adviser’s ownership, certain portfolio companies may pursue transformative acquisitions or divestitures, which materially change the capabilities, size, and/or strategic focus of such companies.

The Berkshire DI investment strategy is generally to seek to:

Invest in the “basic foundation” of the interconnected digital world by targeting investments that provide infrastructure that enables delivery of a range of products and services that are critical components of the evolving digital economy;

Pursue a downside-protected growth strategy by investing in businesses that generate predictable revenues, which are positioned to benefit from the sector’s long-term growth drivers, while retaining risk mitigation characteristics consistent with traditional infrastructure; and

Focus on three DI sub-sectors: Wireless Access, Data Centers & Cloud, and Network Infrastructure.

Berkshire DI will pursue the following investment types and roles:

Private Equity. Typically common or convertible preferred equity.

Typically Control Investor. Typically seek to attain control positions on the board of directors as well as other governance and information rights.

Minority Investor in Select Situations. Berkshire DI may also pursue minority investments if it believes the investment opportunity is compelling. 13 | P a g e

In addition, Berkshire DI will seek investment opportunities that are expected to have one or more of the following characteristics:

High-Quality Businesses Well Positioned to Succeed. Berkshire DI will seek to invest in companies with differentiated assets or capabilities and a market or niche leadership position, led by highly capable management teams with the experience and skills to drive strong performance. Berkshire DI intends to focus on opportunities it believes have a compelling risk/reward profile given growth potential and several characteristics that it believes reduce risk.

Durable Assets. Berkshire DI will seek investments in mission critical infrastructure to store, process, and transport data.

Low Technology Risk. Berkshire DI will focus on the basic foundation of data networks, those components that are essential even as technology evolves. The types of businesses in which Berkshire DI will seek to invest have already demonstrated their value and importance through multiple generations of technology upgrades (such as the transition from 3G to 4G, or the transition of data workloads to the cloud).

Predictable, Recurring Revenue. Berkshire DI will target investments that are expected to have long-term control of real assets that generate consistent revenue due to multi-year customer contracts and low customer churn due to unique infrastructure attributes and/or high switching cost.

Industry Tailwinds. As modern society continues to transform, use cases, including 5G, IoT, and other megatrends, are expected to continue to drive explosive growth in data traffic. Berkshire DI will focus on investments that can benefit from these industry trends.

Untapped Value-Creation Potential. Operating businesses can benefit from Berkshire DI’s sector expertise to help drive revenue growth and/or improve the efficiency of operations. In addition to revenue and operating enhancements, Berkshire DI will also consider strategic M&A.

Risks An investment in a Fund involves a significant degree of risk. A Fund may lose all or a substantial portion of its investments, and investors in the Funds must be prepared to bear the risk of a complete loss of their investments. Making an investment in a Fund is speculative, and such an investment is not intended as a complete investment program for any investor. In evaluating whether to make an investment in a Fund, prospective investors should consider all information contained in a Fund’s offering documents, including the considerations and risk factors set forth therein. Material risks relating to the investment strategies and methods of analysis described above and to the types of securities typically purchased by or for the Funds, include, but are not limited to, the risks outlined in the following paragraphs. Nature of Investments. While investments in leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk. A Fund’s portfolio companies may be highly leveraged and, therefore, may be sensitive to adverse business or financial developments or economic factors. Moreover, rising interest rates may have a more pronounced effect on the profitability or survival of such companies. If a portfolio company cannot generate sufficient cash flow to meet principal or interest payments on its indebtedness, the Fund may suffer a partial or total loss of capital invested in such portfolio company. General Economic, Political or Regulatory Conditions. The private equity industry generally, and the Funds’ investments in particular, are affected by general economic, political, or regulatory conditions. Interest rates, general levels of economic activity, the price of securities, availability and terms of credit, changes in laws, regulatory interventions and changes in regulations, changes in fiscal policies, tax laws, trade barriers, commodity prices, currency exchange rates and controls, national and international political circumstances, environmental and socioeconomic conditions (including wars, terrorist acts, or security operations), and 14 | P a g e

participation by other investors in the financial markets, among other things, may affect the value and number of investments made by a Fund or considered by a Fund for prospective investments, which could adversely affect the Adviser’s ability to identify investments, a Fund’s profitability, impede the ability of a Fund’s investments to perform under or refinance their existing obligations, and impair a Fund’s ability to effectively exit its investments on favorable terms. A Fund’s investments can be expected to be sensitive to the performance of the overall economy. Any of the foregoing events or a negative impact on economic fundamentals and consumer confidence would likely increase market volatility and reduce liquidity, each of which could have a material adverse effect on the performance of a Fund’s investments, which could be exacerbated by the presence of leverage in an investment’s capital structure. In addition, volatility and illiquidity in the financial sector may have an adverse effect on the ability of a Fund to sell and/or partially dispose of its investments. Such adverse effects may include the requirement of a Fund to pay break-up, termination, or other fees and expenses in the event a Fund is not able to close a transaction (whether due to the lenders’ unwillingness to provide previously committed financing or otherwise) and/or the inability of a Fund to dispose of investments at prices that the general partner believes reflect the fair value of such investments. The impact of market and other economic events may also affect a Fund’s ability to raise funding to support its investment objectives. No assurances can be given as to the effect of these economic, political, or regulatory conditions on a Fund’s investment objectives, or on the success of the Fund. The political environment in the United States has continued to cause uncertainty regarding future political, legislative, or administrative changes that may impact the Adviser, the Funds and their investments, and the range and potential implications of possible outcomes are difficult to predict. Such uncertainty may have an adverse effect on, or cause volatility in, the U.S. or global economies and currency and financial markets in the short or long term, which in turn could have a material adverse effect on the performance of a Fund’s investments. In addition, such changes could impact the regulations applicable to the Adviser, the Funds, or their investments. While certain of such changes could have a beneficial impact, other changes may more beneficially impact competitors, or could adversely impact the Adviser, the Funds, or their investments. Financial Market Fluctuations. Currently, and during prior recent periods, U.S. and global financial markets and the broad current financial environment have been, and continue to be, characterized by uncertainty, volatility, and instability. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Funds and may affect the Funds’ ability to make investments and the value of investments held by the Funds. For example, volatile market conditions can lead to significantly diminished availability of credit and an increase in the cost of financing, which can materially hinder the initiation of leveraged transactions. Instability in the securities markets and economic conditions generally also increase the risks inherent in the Funds’ investments. The ability to realize investments depends not only on portfolio companies and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations. Many private equity funds, including the Funds, sometimes look to the public securities markets as a potential exit strategy, and there can be no assurance that the Funds will be able to exit from their investments in portfolio companies by listing their securities on securities exchanges. The trading market, if any, for the securities of any portfolio company may not be sufficiently liquid to enable a Fund to sell these securities when the Adviser believes it is most advantageous to do so, or without adversely affecting the stock price. Volatility in the financial sector may have a material adverse effect on the ability of the Funds to buy, sell, and partially dispose of their portfolio company investments. The Funds may be adversely affected to the extent that they seek to dispose of any of their portfolio investments in an illiquid or volatile market, and a Fund may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments. Further, the ability of a portfolio company to refinance debt securities may depend on its ability to sell new securities in the debt market or otherwise. Future market conditions, the duration and ultimate effect of current market conditions and whether such conditions may worsen, cannot be predicted. Governmental Intervention. Disruptions in the global financial markets at times have led to 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, these interventions have typically, for sometimes prolonged periods, been unclear in scope and application, resulting in confusion and uncertainty which, 15 | P a g e

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The Adviser currently provides investment advisory services to the Funds. Investment advice is provided directly to the Funds (subject to the discretion and control of the applicable general partner, if applicable) and not individually to investors in a Fund. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” or “knowledgeable employees,” each as defined in the 1940 Act (and rules promulgated thereunder), and include, among others, university endowments, foundations, public and private pension funds, sovereign wealth funds, insurance companies, and other financial institutions. The Adviser generally requires minimum commitments of $10 million for investors in all Funds, but the Adviser has in the past permitted and will again in the future, in its sole discretion, permit investments below the minimum amounts set forth in the offering documents of such Fund.

With respect to each Fund, upon reaching the level of return required by a Fund’s Governing Documents, a portion of the profits of each such Fund will be allocated to the capital account of, and distributed to, its general partner as carried interest (the “Carried Interest”). Each general partner of a Fund is a related person of the Adviser. Carried Interest paid by a Fund is indirectly borne by investors in such Fund. Certain Funds, and investors in such Funds, may incur varying levels of Carried Interest. The payment of Carried Interest at varying rates (including varying effective rates based on the calculation methodology and/or the past performance of a Fund), creates an incentive for the Adviser to disproportionately allocate time, services, or functions to Funds paying Carried Interest or Funds paying Carried Interest at a higher rate, or allocate investment opportunities to such Funds. Generally, and except as otherwise set forth in the Governing Documents of the Funds, this conflict is mitigated, at least in part, 11 | P a g e

by (i) limitations on the ability of the Adviser to establish new investment funds, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously (or at a substantially similar time) and/or (iii) contractual provisions and procedures setting forth Investment Allocation Requirements (as defined below). Please also see Item 11 below regarding allocations for additional information relating to how the Adviser generally addresses conflicts of interest. In addition, the existence of performance-based compensation has the potential to create an incentive for a general partner to make more speculative investments on behalf of a Fund than it would otherwise make in the absence of such arrangement, although the Adviser generally considers performance-based compensation to better align its interests with those of its investors, particularly in instances where the Governing Documents include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals.

Related General Partners As mentioned above, various entities serve as general partners of the Funds, and each general partner of a Fund is a related person of the Adviser. For a description of material conflicts of interest created by the relationship among the Adviser and the general partners, as well as a description of how such conflicts are addressed, please see Item 11 below. Affiliate Advisers The Adviser considers the relationships with its two affiliated advisers, Stockbridge and Castle Rock, to be material to its advisory business. Stockbridge is separately registered as an investment adviser with the SEC and, like the Adviser, is controlled by Berkshire Partners Holdings LLC. Stockbridge primarily makes relatively long-term investments in publicly traded equities. Castle Rock is separately registered as an investment adviser with the SEC and, like the Adviser, is controlled by Berkshire Partners Holdings LLC. Castle Rock provides financial planning, investment management and family office services to its clients and primarily invests in co-mingled funds, co-investments, special purpose vehicles or separately managed accounts managed by third-party investment managers. For the avoidance of doubt, the term “Adviser” as used herein does not include Stockbridge or Castle Rock and the terms “Stockbridge” or “Castle Rock” do not include the Adviser. For purposes of this brochure, Stockbridge and Castle Rock are referred to as the “Affiliate Advisers”. For a description of material conflicts of interest created by the relationship between the Adviser and the Affiliate Advisers, as well as a description of how such conflicts are addressed, please see Item 11 below. Affiliated Pooled Investment Vehicles The pooled investment vehicles advised by Stockbridge and Castle Rock are, by virtue of the Adviser’s relationship with Stockbridge and Castle Rock, affiliated with the Adviser and the Funds. Although they have different investment objectives, the Funds from time to time participate in transactions alongside the pooled investment vehicles, accounts and other clients advised by Stockbridge and Castle Rock (such entities, the “Affiliate Clients”). For a description of material conflicts of interest created by the relationship between the Adviser and any such Affiliate Clients, as well as a description of how such conflicts are addressed, please see Item 11 below. 43 | P a g e

Code of Ethics The Adviser has adopted a written code of ethics (the “Code of Ethics”) that is applicable to (i) all of its Managing Directors, principals, partners, officers (or any person performing similar functions) and employees and other personnel; (ii) every natural person (whether or not an employee of the Adviser) that is subject to the Adviser’s supervision and control that (a) has access to nonpublic information regarding a Fund’s purchase or sale of securities, (b) is involved in making securities recommendations to a Fund, or (c) has access to nonpublic securities recommendations to a Fund, as well as officers and employees of the Affiliate Advisers and certain independent contractors; and (iii) members of the household of any of the natural persons listed under (i) and (ii) (collectively, “Adviser Personnel”). The Code of Ethics, which is designed to comply with Rule 204A-1 under Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including certain preclearance and reporting obligations. The Code of Ethics prohibits Adviser Personnel (other than certain Advisory Directors of the Adviser) from purchasing certain “covered securities” for their own accounts. Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with the Adviser’s Chief Compliance Officer (“CCO”) as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. Adviser Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, unwinding of any applicable trade, profit disgorgement, investment forfeiture, fines, censure, demotion, suspension, or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. A copy of the Code of Ethics is available to any client or prospective client upon written request to Compliance@berkshirepartners.com. Participation or Interest in Client Transactions The Adviser, certain employees of the Adviser and the Affiliate Advisers, and certain Portfolio Advisors to the Adviser invest in and alongside the Funds, including through the general partners, as direct or indirect investors in the Funds or through separate investment vehicles. A Fund or its general partner, as applicable, typically will waive or reduce all or a portion of the Advisory Fee and Carried Interest related to investments held by such persons. In addition, certain employees or other related persons of the Adviser and the Affiliate Advisers are investors in, or managers of, certain investors in the Funds. This creates a conflict of interest, as the Adviser may be incentivized to give such investors preferred terms with respect to its investment in a Fund. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Although all investors in a Fund receive a standard set of offering materials for a Fund, including a private placement memorandum, applicable Governing Documents and such other due diligence information that the Adviser believes may be helpful to an investor in evaluating an investment in such Fund, potential investors in a Fund (including purchasers of a limited partner’s interests in a secondary transaction) or a coinvestment opportunity (see below) may ask different questions and request different information in addition to the information the Adviser provides to all prospective investors. In response to such requests, the Adviser provides from time to time additional or more detailed information to one or more investors or prospective investors that it does not provide to all of the prospective investors or limited partners.

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Conflicts of Interest The Adviser and its related entities engage in a broad range of activities, including investment activities for their own accounts and for the accounts of other investment funds, and providing transaction-related, investment advisory, management and other services to funds and operating companies. In the Adviser’s ordinary course of conducting its activities, the interests of a Fund can conflict with the interests of the Adviser, other Funds, or their respective affiliates. Certain of these conflicts of interest, as well as a description of how the Adviser addresses such conflicts of interest, can be found below. In addition, other conflicts of interest may also be disclosed in the Organizational Documents of a particular Fund. The Adviser, from time to time, establishes certain investment vehicles through which certain employees, business associates, “friends and family” of the Adviser or the Affiliate Advisers and their personnel (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles) (collectively, “Adviser Investors”), certain individuals and entities that are also investors in one or more Funds, and/or individuals and entities that are not investors in any Funds (“Third Parties”) invest alongside one or more of the Funds in one or more investment opportunities. The establishment of certain of these vehicles, referred to herein as “Coinvestment Vehicles,” may be required by a Fund’s Governing Documents. Coinvestment Vehicles are typically contractually required to purchase and sell certain investment opportunities at substantially the same time and substantially the same terms as the applicable Fund that is invested in that investment opportunity. Coinvestment Vehicles comprised primarily of Adviser Investors typically do not pay Advisory Fees or Carried Interest. Coinvestment Vehicles formed for a specific investment opportunity will, from time to time, pay Advisory Fees and/or Carried Interest. Committed Coinvestment Vehicles comprised primarily of Third Parties will typically pay fees and compensation to the Adviser. See the discussion of the potential conflicts associated with such fee arrangements below under “Allocation of Investment Opportunities among Funds and Allocation of Coinvestment Opportunities.” Resolution of Conflicts. In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser will consider various factors, including, for example, the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longerterm courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest:

A Fund will not make an investment unless the Adviser believes that such investment is an appropriate investment considered solely from the viewpoint of such Fund;

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions set forth in a Fund’s Governing Documents and/or in the Adviser’s Compliance Policies and Procedures Manual;

Conflicts of interest related to the allocation of opportunities between the Funds and Affiliate Clients are mitigated because the Funds generally pursue different investment strategies from the pooled investment vehicles and accounts advised by the Affiliate Advisers;

Generally, each Fund has established an advisory committee, consisting of representatives of investors not affiliated with the Adviser. Each Fund’s advisory committee meets as required and requested by the Adviser to consult with the Adviser as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, the Adviser will be guided by its good faith discretion;

Where the Adviser deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price; and

Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund.

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In addition, certain provisions of a Fund’s Governing Documents are designed to protect the interests of investors in situations where conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives. While the Adviser endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. In addition, there can be no assurance that the Adviser will identify or resolve all conflicts in a manner that is favorable to a Fund and Fund investors are not generally entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Conflicts. The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the potential conflicts that may be faced by a Fund. Other conflicts are disclosed throughout this Brochure and in the offering documents of each Fund, and these materials should be read in their entirety for other conflicts. In addition to a Fund, the Adviser and its affiliates serve, and in the future may serve, as the investment manager to certain other entities, including other Funds that may pursue different investment strategies. Additionally, the Managing Directors of the general partner of one Fund are generally also Managing Directors of the general partners of each other Fund, the Adviser and the Affiliate Advisers. As such, certain conflicts could arise in the allocation of investment opportunities and in connection with the acquisition and/or disposition of investments by a Fund. Please see “Stockbridge,” “Other Strategies” and “Allocation of Investment Opportunities among Funds and Allocation of Coinvestment Opportunities” below for important information on allocations of investment opportunities. In addition, there are certain restrictions on the ability of a Fund to invest in portfolio companies of the other Funds. Subject to complying with the personal investment policies contained within the Adviser’s Code of Ethics, the Adviser’s personnel reserve the right to manage their own personal investments, whether or not through a formal family office or estate planning structure; to establish trusts, endowments, charitable programs, foundations, or similar arrangements; and to pay or receive compensation relating to the foregoing. The Adviser’s investment staff and other personnel will continue to manage and monitor such personal investments until their realization or other disposition. Such other investments that the Adviser’s principals expect to make from time to time generally have the potential to compete with companies acquired by a Fund. To the extent an investment opportunity is received that is unsuitable for a Fund, in the Adviser’s sole discretion, the Adviser and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. Unless restricted by the relevant Governing Documents, and subject to internal approval, the Adviser’s personnel may be permitted to serve on boards or act in other roles unaffiliated with the Adviser, the Funds, or their portfolio companies, including boards of charitable and educational institutions, public or private companies, and former portfolio companies, and receive compensation in connection with such services and roles, none of which will offset or otherwise reduce Advisory Fees. The Adviser has adopted written policies and procedures relating to the allocation of investment opportunities and will make allocation determinations consistently therewith. Affiliate Advisers. As described above, the Adviser has two affiliated investment advisers, each of which focuses primarily on different investment strategies, although from time to time they may overlap with the investment strategy of the Adviser and the Funds. In the ordinary course of conducting its activities, the interests of a Fund will, from time to time, conflict with the interests of an Affiliate Client (or investors therein). Implementation of certain investment strategies of the Funds may be dependent, in whole or in part, on information obtained from the Affiliate Advisers. While the Affiliate Advisers may, they are not required to provide any information to the Adviser and there is no assurance the Affiliate Advisers will provide such information to the Adviser which will adversely impact the Funds. The Affiliate Advisers, particularly Stockbridge, invest in publicly traded securities without seeking or obtaining governance rights. However, from time to time, the Affiliate Advisers will provide investment advice to the Affiliate Clients that follow investment programs similar to or different from those of the Funds, 46 | P a g e

Read the rest in the brochure

The Funds invest primarily in private equity investments; however, certain of the Funds are currently invested in publicly traded securities, and the Adviser anticipates that investments in publicly traded securities will occur from time to time in the future (e.g., money market instruments pending investment in a portfolio company, securities held as a result of initial public offerings of portfolio companies, going-private transactions, significant holdings in public companies where a Fund may obtain or seek to obtain significant influence, etc.). To meet its fiduciary duties to the Funds, the Adviser has adopted written policies to address issues that might arise with respect to purchasing, holding and selling publicly traded securities. Selection of Broker-Dealers For each of the Funds, the Adviser has sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Fund involving a broker-dealer, the Adviser will seek “best execution” of the transaction except to the extent it may be permitted to pay higher brokerage commissions in exchange for brokerage and research services (as discussed below). “Best execution” means obtaining for a Fund 78 | P a g e

account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser’s Best Execution Committee takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. In addition, the Adviser may consider the use of Electronic Communications Networks (“ECNs”) when placing trades on behalf of the Funds. When purchasing or selling over-the-counter securities with market makers, the Adviser generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold. In order to monitor best execution, the Adviser’s Best Execution Committee, in consultation with the Adviser’s Compliance Committee and Affiliate Advisers’ Best Execution Committee, periodically monitors broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Fund. To the extent consistent with achieving best execution, the Adviser may also consider the quality of other business a particular broker or dealer may have done with the Adviser, such as identifying investment opportunities, performing investment banking services and providing services to the Adviser’s principals. The Adviser may “pay up” (e.g., pay a higher commission to execute a trade than the lowest available negotiated commission) using a portion of a broker-dealer’s brokerage commission (i.e., soft dollars) for brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. A broker-dealer providing such brokerage and research services may receive a commission that is in excess of the amount of commission another broker-dealer would have received for effecting that transaction, provided the Adviser determines in good faith that such commission was reasonable in relation to the value of the research and brokerage services provided by the broker-dealer. Any such research service may be broadly useful and of value to the Adviser in rendering investment advice to all or a significant portion of the Funds or may be relevant and useful for the management of one or only a few Funds’ accounts, regardless of whether such account or accounts paid commissions to the broker-dealer through which the research service was provided. The Adviser will only make securities transactions that it in good faith believes are in the best interests of a Fund. A conflict of interest may exist when a brokerdealer provides such research services, however, as the Adviser will have an incentive to favor such brokerdealer over others that may charge lower commissions. Aggregation of Orders The Adviser or Affiliate Advisers may aggregate (or bunch) the orders of more than one Fund (and Affiliate Client) for the purchase or sale of the same publicly traded security, and shared personnel of the Adviser and Affiliate Advisers from time to time execute trades on behalf of the Funds, whether or not the Affiliate Clients are participating in the trade. The Adviser often employs this practice because larger transactions may enable it to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. The Adviser may combine orders on behalf of Funds with orders for other Funds (and Affiliate Clients) for which it or the Affiliate Advisers have trading authority, or in which it or the Affiliate Advisers have an economic interest. In such cases, the Adviser may aggregate trade orders for publicly traded securities so that each participating Fund (and Affiliate Client) will receive the average price for each execution of a transaction. There may, however, be instances in which trade aggregation could result in a less favorable transaction than a particular Fund would have obtained by trading separately. Similarly, when orders are not bunched, there may be circumstances when purchases or sales of portfolio securities for one or more Funds will have an adverse effect on other Funds. 79 | P a g e

If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

The Adviser does not enter into client solicitation arrangements. The Adviser reserves the right from time to time to enter into solicitation arrangements pursuant to which it compensates third parties for referrals that result in a potential investor becoming a limited partner in a Fund. These arrangements generally are disclosed in the relevant Fund’s Form D. Any fees payable to any such placement agents generally will be borne by the Adviser indirectly through an offset against the Advisory Fee under the Governing Documents, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including, but not limited to, placement agent travel, meal, and entertainment expenses, typically are borne by the relevant Fund(s). For details regarding economic benefits provided to the Adviser by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. In addition, the Adviser, Affiliate Advisers and their employees and related persons, in certain

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instances, receive discounts on products and services provided by portfolio companies (including former portfolio companies) of Funds and/or the customers or suppliers of such portfolio companies. Item 15.

Custody

Oversight and Monitoring The investment portfolios of the Funds are generally private, illiquid, and long-term in nature, and accordingly, the Adviser’s review of them is not directed toward a short-term decision to dispose of securities. However, the Adviser closely monitors the portfolio companies of the Funds and generally maintains an ongoing oversight position in such portfolio companies. The Adviser’s involvement typically includes regular communication with management (e.g., weekly “flash” reports, monthly reviews, quarterly board meetings and annual budgeting sessions), participation in strategic planning sessions and industry trade shows, and frequent, informal conversations and meetings. In addition, the Adviser has created a team of individuals to provide regular oversight over and involvement in portfolio company development. The Adviser undertakes an annual planning process during which it evaluates the Funds’ investment strategies and the financial and human resources needed to execute those strategies. The process includes planning sessions of the Adviser’s Managing Directors at which key topics for the coming year are discussed. The full investment staff then meets to review the macroeconomic environment, assess the Adviser’s performance against its annual objectives and discuss new objectives for the coming year. Shortly thereafter, the Adviser’s Managing Directors finalize priorities and targets for the coming year and consider longer term trends affecting the Adviser’s business. Reporting Within 60-90 days following the consummation of each Fund investment in a portfolio company, the Adviser prepares and delivers to each investor in such Fund a description of such investment and the portfolio company in which it was made. Within 45 days after the end of each calendar quarter (other than a fiscal year-end), the Adviser typically prepares and delivers to each applicable Fund investor quarterly financial statements, including fair value of the Fund’s investments. After the end of each fiscal year, the Adviser causes an audit of the financial statements of each Fund to be made by an independent public accountant of nationally recognized status. A copy of such audit is delivered to each such investor, generally within 90 days (but in no event later than 120 days) after the end of each of such Fund’s fiscal year and includes a report on the Fund’s activities during the year prepared by the relevant Fund’s general partner, the Fund’s general partner’s good faith estimate of the fair value of the Fund’s investments as of the end of such year and a statement showing the balances in each investor’s capital account as of the end of such year. The Adviser may from time to time, in its sole discretion, provide additional information relating to such Fund to one or more investors in such Fund as it deems appropriate.

The Adviser provides investment advice directly to each Fund pursuant to written Advisory Agreements with such Fund (subject to the discretion and control of the general partner of each Fund, if applicable) and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Governing Documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the Governing Documents of the applicable Fund.

The Adviser has established written policies and procedures setting forth the principles and procedures by which the Adviser votes or gives consent with respect to securities owned by the Funds (“Votes”). The guiding principle by which the Adviser votes all Votes is to vote in the best interests of each Fund by maximizing the economic value of the relevant Fund’s holdings, taking into account the relevant Fund’s investment horizon, the contractual obligations under the relevant Advisory Agreements or comparable documents, and all other relevant facts and circumstances the Adviser determines to be appropriate at the time of the Vote. The Adviser does not permit Voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Adviser’s general policy to vote or give consent on all matters presented to security holders in any Vote. However, the Adviser reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Adviser’s CCO, General Counsel or the relevant Adviser investment professional, the costs associated with voting such Vote outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. Funds generally cannot direct the Adviser’s Vote. All voting decisions initially are referred to the Adviser’s CCO or appropriate investment professional for a voting decision. In most cases, the CCO or investment professional covering the particular investment will make the decision as to the appropriate vote for any particular Vote. In making such decision, he or she may rely on any of the information and/or research available to him or her. If the investment professional is making the voting decision, the investment professional will inform the CCO of any such voting decision, and if the CCO does not object to such decision as a result of his or her conflict of interest review, the Vote will be voted in such manner. If at any time any investment professional becomes aware of any potential or actual conflict of interest or perceived conflict of interest regarding any particular Vote, he or she is required to contact the Adviser’s CCO or General Counsel. If any investment professional is pressured or lobbied either from within or outside the Adviser with respect to any particular voting decision, he or she is required to contact the Adviser’s General Counsel. If the investment professional and the CCO are unable to arrive at an agreement as to how to vote, then the CCO may consult as to the appropriate Vote with the Adviser’s Compliance Committee, which will then review the issues and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Funds’ holdings. The Adviser’s CCO has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. All voting decisions will require a mandatory conflicts of interest review by the Adviser’s CCO and/or General Counsel in accordance with the Adviser’s Voting Policies and Procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote and/or the Affiliate Advisers or the Affiliate Clients have an interest in how the Vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are 81 | P a g e

expected to perform their tasks relating to the voting of Votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. The Adviser’s CCO and/or General Counsel will use his, her or their best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his, her or their independent assessment of the best interests of the Funds and in accordance with the Funds’ and the Adviser’s contractual obligations. Where the Adviser’s General Counsel or Compliance Committee deems appropriate in his, her or its sole discretion, unaffiliated third parties may be used to help resolve conflicts or to otherwise assist the Adviser in fulfilling all or part of its voting obligations. In this regard, the Adviser can retain independent fiduciaries, consultants, or professionals to assist with voting decisions and/or to which voting and/or consent powers may be delegated in accordance with its proxy voting policies and procedures. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client upon written request to: Compliance@berkshirepartners.com.

There is no financial condition that is reasonably likely to impair the Adviser’s ability to meet contractual commitments to clients. Further, the Adviser has not been the subject of a bankruptcy petition at any time during the past ten years. Item 19.

Requirements for State-Registered Advisers