GOLDEN GATE PRIVATE EQUITY, INC.

For purposes of this Brochure, the “Adviser” means Golden Gate Private Equity, Inc. (“Golden Gate”) together (where the context permits) with its affiliated relying adviser (as set forth in Schedule R to Part 1A of Golden Gate’s Form ADV), affiliated general partners of the Funds (as defined below) and other affiliates (excluding certain other registered investment advisers that may be deemed to be affiliates of Golden Gate, including, but not limited to, NGC Capital Management LLC f/k/a Angel Island Capital Management, LLC (“NGC Capital”)) that provide advisory services to and/or receive advisory fees and other compensation from the Funds. Such affiliates are generally under common control with Golden Gate or otherwise possess a substantial identity of personnel and/or equity owners with Golden Gate. These affiliates may be formed for tax, regulatory, or other purposes in connection with the organization of, or the advisory services provided to, the Funds, or may serve as general partners (or equivalent) of the Funds (the “General Partners”). The Adviser provides investment supervisory services to funds that primarily make private equity investments (collectively, the “Funds”), including (1) Golden Gate Capital Opportunity Fund, L.P. and Golden Gate Capital Opportunity Fund-A, L.P. (collectively, the “Opportunity Fund”), a multi-series, semi-permanent capital vehicle, and (2) Golden Gate Capital Fund VII, L.P. and Golden Gate Capital Fund VII-A, L.P. (together, “Fund VII”), a traditional closed-end drawdown private equity fund with a defined term. Additionally, the Adviser expects to organize and serve as general partner (or in an analogous capacity) of certain other entities which are AIVs (as defined below) organized to address, for example, specific tax, legal, business, accounting, or regulatoryrelated matters that may arise in connection with a transaction or transactions. The General Partners each serve as general partner to one or more Funds and have the authority to make the investment decisions for the Funds to which they provide advisory services. In general, the Adviser provides the day-to-day advisory services for the Funds. As described elsewhere herein, the Adviser also expects in certain instances to establish (and, in the case of NGC Capital, has established) sub-advisory relationships with certain other investment advisers, including, but not limited to, NGC Capital, pursuant to which such investment adviser(s) provide investment advisory services to one or more Funds and/or certain portfolio company investment vehicles. Each General Partner is deemed registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), pursuant to the Adviser’s registration in accordance with SEC guidance and is under common control with the Adviser. This Brochure describes the business practices of the Adviser and the General Partners which operate as a single advisory business. References contained in this Brochure to the strategy and operations of a General Partner should be read to include the activities of the Adviser and other Golden Gate affiliates that collectively engage in the investment process and ongoing management of the Funds’ portfolio companies and other Fund investments. The Funds make investments in private equity and, in certain instances, other indebtedness or equity and debt securities of public and private issuers (including securities convertible into equity and debt securities), derivative instruments, and any other financial instruments or assets (including real estate) that the Adviser believes may help achieve the Funds’ respective investment -4-

objectives. In accordance with the Funds’ respective investment objectives, investments are made in companies doing business in a variety of industries, including, without limitation: (1) industrials; (2) consumer products and services; and (3) technology and financial services (including insurance, asset management, broker-dealer services, software, information systems, and techenabled services). More detailed descriptions of the Funds’ investment strategies are included in Item 8 below. 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 typically will serve as the investment adviser or general partner to the Funds in order to provide such services, and, with respect to certain Funds, the Adviser expects in certain instances to delegate (and, in the case of NGC Capital, has delegated) such responsibilities to a sub-adviser (including, but not limited to, NGC Capital and other portfolio company asset managers). The Adviser provides investment supervisory services to each Fund in accordance with the limited partnership agreement (or analogous organizational document) of such Fund, separate investment and advisory investment management or portfolio management agreements, and/or side letters entered into with certain Funds or their investors (each, a “Governing Document”). Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable General Partner, and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Governing Documents. Investment restrictions for the Funds, if any, are generally established in the Governing Documents. The terms of the investment advisory services to be provided to a Fund, including any restrictions on investments in certain types of securities, are generally established by the Adviser and modified by negotiations with investors in the applicable Fund, and are set forth in such Fund’s Governing Documents and other documentation received by each investor prior to investment in such Fund. Once invested in a Fund, investors cannot impose restrictions on the types of securities in which such Fund may invest. The information provided above about the investment advisory services provided by the Adviser is qualified in its entirety by reference to the Governing Documents and the Funds’ subscription agreements. The principal owner of Golden Gate is David Dominik. The Adviser has been in business since 2000. As of December 31, 2025, the Adviser had approximately $11,164,012,486 of regulatory assets under management, all of which was managed on a discretionary basis (though the Adviser expects in certain instances to delegate (and, in the case of NGC Capital, has delegated) day-today investment advisory responsibility for all or a portion of certain Funds to a sub-adviser, including, but not limited to, NGC Capital).

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The Adviser or its affiliates generally receive Advisory Fees and Incentive Allocations (each as defined below) or similar performance-based remuneration from a Fund. A Fund and/or its portfolio companies also typically reimburse and Adviser and its affiliates for certain expenses and/or make other payments to the Adviser, its affiliates, or certain other parties (which, in the past, have included former affiliated law firms engaged by Golden Gate for legal and/or other consulting services to, or on behalf of, portfolio companies of the Funds, operating partners, and/or operating executives) for services provided to the Funds and/or their portfolio companies, which, in certain circumstances, reduce the Advisory Fees payable to the Adviser. Additionally, consistent with the Governing Documents of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to the Fund and/or the portfolio companies. Details about such fees and expenses are contained in the Governing Documents of a Fund. Further details about certain common fees and expenses are set forth below. Advisory Fees; Other Fees As compensation for investment supervisory services rendered to the Funds, the Adviser receives an advisory fee (each, an “Advisory Fee”) from some, but not all, of the Funds. Except where the Governing Documents expressly provide to the contrary, the amount of Advisory Fees with respect to a Fund generally will not correspond with fluctuations in the Fund’s net asset value or the net asset value of individual investments. Therefore, subject to the applicable Governing Documents, Advisory Fees generally will not be reduced (in whole or in part) in the event of write downs of investments that have not otherwise been completely written off. In certain instances, Advisory Fees are reduced during the life of a Fund and/or reduced by other fees or compensation received by the Adviser, its affiliates or certain other parties (as disclosed elsewhere herein) that relate to such Fund’s activities and investments, or by certain excess organizational or other categories of expenses borne by such Fund, as described in more detail below. Advisory Fees and expenses paid by a Fund are indirectly borne by investors in such Fund. The Governing Documents set forth the precise amount and calculation of the applicable Advisory Fees and the full list of terms under which an Advisory Fee will be reduced, offset or otherwise be limited. The Advisory Fees and other fees and distributions described herein are generally subject to modification, waiver, or reduction by the Adviser in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed to other investors in the same Fund. Fees may differ from one Fund to another, as well as among investors in the same Fund. Unless otherwise agreed with a Fund’s investors, Advisory Fees will continue to be payable during any term extensions. Investors should expect to bear the full specified Advisory Fee in the relevant Governing Documents until reduced in the circumstances and on the date(s) specified therein. Employees, key service providers, operating partners, operating executives, business associates, and other friends and family of the Adviser or its personnel, other strategic persons designated by the Adviser or individuals and entities that are also investors in one or more Funds (“Adviser Investors”) will not typically pay Advisory Fees or Incentive Allocation in connection with their investment in a Fund. Furthermore, the Adviser has in the past and may, from time to time in the -6-

future establish certain investment vehicles through which Adviser Investors or other third parties may invest alongside one or more Funds in one or more investment opportunities, which generally do not pay Advisory Fees or Incentive Allocation. Notwithstanding that Adviser Investors will generally not pay Advisory Fees, Adviser Investors will generally pay for their pro rata share of certain Fund expenses, or the pro rata portion of such Adviser Investors’ expenses will be allocated to the Adviser or the General Partner of the applicable Fund. In addition, the Adviser, its affiliates and/or their personnel typically perform certain management, monitoring, advisory, financial advisory or legal and other services for, and receive fees (“Corporate Service Fees”) from, the Funds, their actual or prospective portfolio companies or other investment vehicles of the Funds, and typically perform certain transaction-related activities and receive fees in connection with structuring investments in portfolio companies, as well as mergers, acquisitions, add-on acquisitions, refinancings, public offerings, sales, divestments or other similar dispositions, recapitalizations and similar transactions with respect to such portfolio companies (“Transaction Fees”). The terms of a corporate service agreement may include (among other things) automatic renewals, the payment of Corporate Service Fees (which may be fixed fees or calculated as a percentage of EBITDA or similar performance metric), and the acceleration of payment of the Corporate Service Fees upon certain termination events, including the occurrence of an initial public offering or strategic exit. The accelerated Corporate Service Fee may be calculated as the present value of hypothetical future payments, which may be based on an assumed growth in performance, based on assumed growth in EBITDA or similar metric, and may be calculated using a discount rate as low as the risk-free rate, as determined by the Adviser. Since the corporate service agreements may have prolonged terms (often exceeding ten years and/or subject to automatic extensions and renewal), the financial effect of such acceleration may be substantial, particularly in the event such circumstances occur early in the life of a Fund’s investment in such portfolio company. Notwithstanding the foregoing, in the event of an initial public offering or other disposition, monitoring fees may either terminate or, in some instances, continue to be paid, so long as the applicable Fund continues to hold an “other than de minimis position” in such portfolio company and the Adviser or its affiliates continue to provide the corporate services. The Adviser and its affiliates from time to time receive fees in connection with an unconsummated transaction (“Break-Up Fees,” together with Corporate Service Fees, Transaction Fees and any applicable directors’ fees, advisory fees, consulting fees, organization and financing fees, operational fees, commitment fees, topping fees, divestment fees, termination fees, project fees, fees relating to the arrangement of acquisitions or other financial restructuring, capital market fees, investment banking fees, fees relating to credit origination, loan syndication, loan arrangement, loan servicing and/or other types of management consulting and other similar operational and financial matters and/or other fees and annual retainers from, or with respect to, the portfolio companies and prospective portfolio companies, “Other Fees”) of a Fund. The amount and timing of Other Fees received by the Adviser or its affiliates are generally specified in the agreement or other documentation governing the applicable transaction. Generally, under the terms of the applicable Governing Documents, these Other Fees are in addition to out-of-pocket costs and expenses incurred by the Adviser in connection with any consummated or unconsummated (including terminated) transaction or in connection with -7-

generating any such fees. These Other Fees are often substantial and may be paid in cash, in securities of the portfolio companies, prospective portfolio companies or investment vehicles (or rights thereto) or otherwise. Although these fees are in addition to the Advisory Fees, the Adviser will in some circumstances reduce or offset the amount of Advisory Fees paid by the applicable Fund in connection with the receipt of such fees. However, pursuant to the Governing Documents of certain Funds, the Adviser will retain certain Other Fees without any corresponding Advisory Fee offset. The amount and manner of such reduction is set forth in the Governing Documents of the applicable Fund and in certain circumstances vary based on the type of services, which will be determined by the Adviser. Among other things, with respect to certain Funds of the Adviser, the Adviser is not required to, and will not, reduce or offset the Advisory Fee to the extent the Adviser has paid or borne, or will pay or bear, directly or indirectly any Operations Support Expenses (as defined below) that are permitted to be paid or borne by portfolio companies or certain Funds in accordance with the relevant Governing Documents. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds. There are also certain circumstances (such as the occurrence of an initial public offering or strategic exit) which may accelerate the payment of Corporate Service Fees. Since the agreements with the portfolio companies providing for such Corporate Service Fees may have prolonged terms (possibly exceeding ten years and/or subject to automatic extensions and renewal), the financial effect of such acceleration could be substantial, particularly in the event such circumstances occur early in the life of the Fund’s investment in such portfolio company. In the event that a portfolio company does not have sufficient capital to pay a Corporate Service Fee owed, the applicable Fund’s indirect pro rata portion of such payment may be funded by such Fund through a capital call for contribution of capital by the investors in such Fund. The payment of Other Fees and reimbursements by portfolio companies and prospective portfolio companies will, in some, but not all, circumstances create a conflict of interest between the Adviser and its affiliates and the Funds and their investors, because the amounts of these Other Fees and reimbursements are often substantial, and the Funds and their investors generally do not have a direct interest in these fees and reimbursements. The Adviser determines the amount and timing of these Other Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or third-party co-investors in its transactions, and the amount of such fees and reimbursements are generally not (except in connection with the reductions described throughout this Brochure or as required by applicable law) required to be disclosed to investors in the Funds. From time to time, the Adviser will, in its discretion, disclose to an investor the amount of Other Fees allocated to the Fund in which such investor has invested in account statements or other similar periodic reports delivered to investors. For the avoidance of doubt, any fees paid to the Adviser, or its personnel, after a Fund has exited (or is in the process of exiting) an investment are not considered “Other Fees” and do not reduce the Advisory Fee. Any fees that accrue to the benefit of former Adviser Personnel (as defined below) or other persons who are or become unaffiliated with the Adviser (even if any such fee is earned during their tenure with the Adviser) are not considered “Other Fees” and do not reduce the Advisory Fees or -8-

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Methods of Analysis and Investment Strategies The Adviser seeks analytically challenging, change-intensive investments where it believes there is an opportunity to improve both earnings and strategic value. The companies that meet the Adviser’s investment criteria are usually those in change-intensive environments. This includes companies at all stages of their lifecycle facing changing market dynamics and/or strategic, operational, financial or organizational challenges. The Adviser’s investment strategy involves indepth strategic and financial analysis, placing particular emphasis on industry dynamics, competitive positioning, and management capability. The Adviser seeks investment opportunities in private equity and, in certain instances, other indebtedness or equity and debt securities of public and private issuers (including securities convertible into equity or debt securities), derivative instruments and any other financial instruments or assets (including real estate) that the Adviser believes may help achieve the Funds’ respective investment objectives. In accordance with the Funds’ respective investment objectives, investments are made in companies doing business in a variety of industries, including, without limitation: (1) industrials; (2) consumer products and services; and (3) technology and financial services (including insurance, asset management, broker-dealer services, software, information systems, and tech-enabled services). The Adviser will invest using a variety of transaction types (including, without limitation, publicto-privates, corporate extractions, acquisitions, bankruptcy acquisitions, and recapitalizations) and investment strategies (including, without limitation, leveraged buyouts, growth equity, and buildups/consolidations). The Funds, directly or indirectly, are permitted to invest in equity securities, such as common stock, preferred stock, and warrants to purchase common or preferred stock and securities convertible into common or preferred stock. The Funds, directly or indirectly, are also permitted to invest in indebtedness or debt securities (including debt securities that are rated below investment grade), and such investments may include those issued by corporations denominated in currencies other than the U.S. dollar. The Funds have also entered into notional or “derivative” transactions (such as collateralized loan obligations, futures contracts, forward contracts, options and swaps) for hedging purposes or generally in an attempt to increase the Funds’ return or otherwise for legitimate business purposes. With respect to the Funds, the Adviser’s philosophy is to approach each investment as co-owners and principals with the management team in order to execute operational and strategic change. The Adviser does so through a collaborative approach with senior management with a focus on corporate strategy, merger and acquisition activity, operational discipline, and financial structuring. The Adviser does not typically seek to run day-to-day operations. In all cases, the Adviser attempts to closely align the interests of management with its own interests.

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Risks The following list is not a complete list of all risks involved in connection with an investment in the Funds. In general, the risks applicable to each Fund and the activities of its related General Partner and the Adviser include, but are not limited to: Risk of Loss There can be no assurance that a Fund will be able to achieve its investment objectives. Any given investment made by a Fund may prove to be worthless. Investors of a Fund should be prepared and able to absorb a loss of some or all the capital invested in the Fund. There can be no assurance that any investor will receive any distributions from the Fund. Business Risks Certain of the Funds’ investment portfolios will include securities issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Projections A Fund from time to time relies upon projections, forecasts or estimates developed by the Fund or a company in which the Fund is invested or is considering making an investment concerning a company’s future performance and cash flow. Projections, forecasts and estimates are forwardlooking statements and are based upon certain assumptions. Actual events are difficult to predict and beyond a Fund’s control. Actual events may differ from those assumed. Some important factors that could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates, market fluctuations and U.S. and non-U.S. business, market, financial or legal conditions, among others. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results for a Fund or its portfolio companies will not be materially lower than those estimated or targeted. Future and Past Performance It should be noted that the performance of the Funds, the Adviser, the Adviser’s officers and employees (collectively, “Adviser Personnel”) and any applicable sub-adviser’s prior investments is not a guarantee of the Funds’ future results. Investors could lose all or a significant portion of their investment. Although Adviser Personnel have previous experience making and managing investments similar to those contemplated by a Fund, there can be no assurance that the Fund’s investments will achieve results similar to those attained by previous investments of the Funds, their General Partners, the Adviser or their affiliates, including Adviser Personnel. In addition, a Fund’s investments may differ from previous investments made by the Funds, their General Partners, the Adviser or Adviser Personnel in a number of respects.

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Reliance on Management of a Fund Decisions with respect to the management of a Fund are made by its General Partner with the advice of the Adviser, and investors have no right or power to take part in the management or control of the Fund. Accordingly, no prospective investor should purchase any interests in a Fund unless it is willing to entrust all aspects of management of a Fund to its General Partner and the Adviser. Investors will not receive the detailed financial information issued by portfolio companies that is available to a General Partner and the Adviser and, therefore, will not have all the information on which the General Partner and the Adviser rely when making decisions on behalf of a Fund. The success of a Fund will depend on the ability of its General Partner and the Adviser to identify and consummate suitable investments, to improve the operating performance of portfolio companies and to dispose of investments of a Fund at a profit. These objectives may not be achieved. There can be no assurance that all the professionals of a General Partner and the Adviser will continue to be associated with the General Partner and the Adviser throughout a Fund’s term. The loss of the services of one or more members of the professional staff of the Adviser or the principals of a General Partner could have an adverse impact on a Fund’s ability to realize its investment objective. Adviser Personnel devote such time as is necessary to conduct the affairs of a Fund in an appropriate manner. However, certain Adviser Personnel are, and other Adviser Personnel may be, engaged in some activities unrelated to a Fund, including, without limitation, participating on boards of directors for companies that are not portfolio companies of a Fund and boards of nonprofit or civic organizations, or holding advisory positions with other investment firms or with companies that are not portfolio companies of a Fund. In particular, Adviser Personnel will continue to manage the existing Funds and portfolio companies and potential portfolio companies. Adviser Personnel may also raise one or more new funds or investment products, including a successor fund to the existing Funds, during the term of a Fund, including any industry, geography or strategy focused funds or accounts, such as credit or sector focused funds. A Fund will have no interest in these other activities. The performance of a Fund could be adversely affected by the other professional commitments of Adviser Personnel. Additionally, the activities of a Fund may be restricted as a result of Adviser Personnel’s individual activities, because Adviser Personnel may from time to time acquire confidential or material, non-public information by their involvement in these activities that they are legally prevented from using for the benefit of a Fund. For instance, due to such restrictions, a Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Reliance on Portfolio Company Management Although the Adviser monitors the performance of each portfolio investment, it is the responsibility of each portfolio company’s management team to operate the portfolio company’s business on a day-to-day basis. The Adviser generally intends to invest in companies with strong management and/or recruit strong management to such companies, however, there can be no assurance that the management of such companies will be able or willing to successfully operate -25-

a company in a manner that maximizes the value of the company’s business and operations. A portfolio company may depend on the management talents and efforts of one person or a small group of persons whose death, disability, or resignation would significantly adversely affect the portfolio company’s performance. Limited Access to Information The Adviser provides investors with reports and other information regarding the condition and prospects of a Fund and the investments in which it has invested. The Adviser’s duties, obligations, and liability to the investors with respect to the content, completeness, and accuracy of such information will be determined solely under the relevant Governing Documents. In connection with monitoring a Fund’s investments, the Adviser may obtain material information that will not be disclosed to investors, and such information may be material to determining the value of such investments. Such information may be withheld from investors in order to comply with duties to such companies or applicable law, or otherwise to protect the interests of portfolio companies or a Fund. In addition, the Adviser may agree to provide one or more investors with special rights to additional information about a Fund (including portfolio and/or company information). Highly Competitive Market for Investments The business of identifying, structuring, and completing transactions of the nature contemplated by the Funds is highly competitive and involves a high degree of uncertainty, especially with respect to timing. The Funds will be competing for investments with other private equity investment vehicles as well as strategic buyers and other institutional investors. The availability of attractive investment opportunities generally will be subject to market conditions as well as the prevailing regulatory and political climates. The size and number of private equity investment vehicles have grown dramatically, and it is likely that these trends will continue in the future. Some of these competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk, or more personnel than the Funds, their General Partners, the Adviser, or their affiliates. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of investment opportunities available to the Funds and adversely affecting the terms upon which investments can be made. There can be no assurance that a Fund will be able to locate suitable investment opportunities in the future, or acquire them for an appropriate level of consideration, or achieve its targeted rate of return. Likewise, there can be no assurance that a Fund will be able to realize upon the value of its investments or that it will be able to invest its committed capital. To the extent that a Fund encounters competition for investments, returns to investors may decrease, including as a result of higher pricing, foregoing opportunities, or negotiating fewer transactional protections in order to remain competitive. In addition, investors will be required to pay Advisory Fees based on capital commitments throughout the investment period, except as otherwise set forth in the Governing Documents, irrespective of whether a Fund is able to deploy all its capital commitments. Additionally, a Fund may incur bid, due diligence, negotiating, consulting or other costs on investments that may not be successful. The Fund may not recover all such costs, which would adversely affect returns. -26-

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The Adviser currently provides investment supervisory services to the Funds. Investment advice is provided directly to the Funds (subject to the direction and control of the General Partner of each such Fund, if applicable) and not individually to investors in such Funds. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”). Investors in the Funds are generally “accredited investors” as defined in the Securities Act and, in many instances, “qualified purchasers” or “knowledgeable employees” as defined in the 1940 Act, and generally include, among others, high net worth individuals, banks, thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations, university endowments, corporations, sovereign wealth funds, limited partnerships and limited liability companies or other entities. The Adviser has in the past conditioned (and may in the future condition) the ability to invest in certain of the Funds it manages upon an investor agreeing to invest in other funds managed by the Adviser, its affiliates, or portfolio companies of the Funds (including, for the avoidance of doubt, NGC Capital). The Adviser does not have a minimum size for a Fund, but the Adviser has established minimum investment commitments for investors in certain of the Funds. The Adviser may in its sole discretion permit (and has in the past permitted) investments below the minimum amounts set forth in the Governing Documents of such Fund.

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With respect to certain Funds, a portion of the profits of each such Fund’s portfolio is allocated to the capital account of the Adviser as an “incentive allocation” or “carried interest” (the “Incentive Allocation”). Certain Funds allocate and generally distribute an Incentive Allocation to the Adviser upon the disposition of an investment within the Fund’s portfolio. Other Funds allocate Incentive Allocation to the Adviser on a periodic basis or at other specified times (irrespective of any investment dispositions) from both the realized and unrealized profits of such Fund’s portfolio over the applicable period. The existence of the Incentive Allocation creates an incentive for the Adviser to cause such Funds to make riskier or more speculative investments than they would otherwise make in the absence of performance-based compensation. The precise amount of, and the manner and calculation of, the Incentive Allocation for each Fund is disclosed in the Governing Documents of each Fund. The Incentive Allocation provisions are negotiated collectively with the Funds or their investors and are also subject to waiver or reduction by the Adviser or the applicable General Partner, each in its sole discretion. For example, the Adviser and certain of its principals, operating partners, operating executives, strategic partners and employees and their family members and related vehicles typically invest in Funds, and the Incentive Allocation assessed on such investments are generally substantially reduced or waived entirely. As mentioned above, certain Funds do not currently pay an Incentive Allocation. The payment by some, but not all, Funds of an Incentive Allocation or the payment of an Incentive Allocation at varying rates (including varying effective rates based on the past performance of a Fund) creates an incentive for the Adviser to disproportionately allocate time, services or functions to Funds paying an Incentive Allocation or Funds paying an Incentive Allocation at a higher effective rate or allocate investment opportunities to such Funds. Generally, and except as may be otherwise set forth in the Governing Documents of the Funds, this conflict is mitigated, at least in part, by: (1) certain limitations on the ability of the Adviser to establish new investment funds; (2) contractual provisions requiring certain Funds to purchase and/or sell investments contemporaneously; (3) contractual provisions setting forth investment allocation requirements; (4) certain allocation procedures; and/or (5) Funds having distinct investment goals and criteria. Please see Item 11 below for additional information relating to how conflicts of interest are generally addressed by the Adviser.

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The Adviser is affiliated with certain other advisers and general partners (together with the Adviser, the “Affiliate Advisers”), including, as described under Item 4 above, the following General Partners:

GGC Opportunity Fund Management, L.P.

GGCOF Co-Invest Management, L.P.

GGC Fund VII Co-Invest Management, L.P.

GGC Fund VII Management, L.P.

The General Partners are deemed registered with the SEC under the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. These Affiliate Advisers operate as a single advisory business and serve as managers or general partners of the Funds and other pooled vehicles and typically share common owners, officers, partners, personnel, consultants, or persons occupying similar positions. Certain of the Funds have taken, and may in the future take, a minority or controlling interest in companies that operate within the broadly defined financial services industry. Certain of those companies may themselves be, or may have affiliates that are, registered with U.S. and/or foreign regulatory agencies or with State insurance agencies. Historically, these companies have included banking institutions, insurance and reinsurance entities, investment advisers and broker-dealers. Existing portfolio companies of the Funds are generally operationally independent from the Adviser, although there is from time to time cross-referral of clients between and among the Adviser and such companies. However, it is anticipated that in the future certain portfolio companies that operate within the financial services industry will have varying degrees of more or less operational independence from the Adviser in that (1) the Adviser will in some cases have some or substantial business dealings with such companies in connection with the advisory services that the Adviser provides to the Funds, (2) the Adviser may conduct certain shared operations with such companies (including, with respect to Fund portfolio companies or their affiliates that are investment advisers (“Portfolio Company Advisers”), in connection with a Holding Company (as defined below) or otherwise), (3) there may be more regular cross-referral of clients between and among the Adviser and such companies, and (4) the Adviser may share certain supervised persons or premises with such companies. NGC Capital Advisory Services NGC Capital entered into an Investment Management Agreement with AIC Finance Partnership, L.P. pursuant to which NGC Capital acts as the investment adviser for certain private equity investments of the Opportunity Fund (collectively, “GGC Credit Opportunities”) and is compensated with an investment management fee paid by such GGC Credit Opportunities. NGC Capital provides investment advisory services primarily in connection with direct and indirect investments in debt-related securities (including through total returns swaps and derivative -74-

instruments tied to debt securities) and has in the past provided (and is expected in the future to provide) such services, including as a sub-adviser, to the Adviser and the Funds. In addition, NGC Capital has in the past served (and NGC Capital and/or certain other Portfolio Company Advisers may in the future serve) as an adviser or sub-adviser to certain portfolio companies or their affiliates, including GGC Credit Opportunities, and has in the past received (and may in the future receive) fees in connection with such advisory or sub-advisory relationship. See “Business with Portfolio Companies and Investors” in Item 11 below for a description of conflicts applicable to portfolio companies providing services to other portfolio companies. Subadvisory services are generally performed on a non-discretionary basis under the overall direction of the Adviser.

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Personal Trading Code of Ethics The Adviser has adopted a written Code of Ethics that is applicable to the Adviser’s partners, officers, principals, directors (or other persons occupying a similar status or performing similar functions), and employees and other personnel of the Adviser, as well as any other persons who provide investment advice on behalf of the Adviser and are subject to the Adviser’s supervision and control (collectively, “Supervised Persons”). The Code of Ethics, which is designed to comply with Rule 204A-1 under the Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including a general restriction on personal securities transactions with only limited exceptions (e.g., for sale transactions and purchases in limited offerings where preclearance obligations are satisfied). Access Persons (as defined in the Code of Ethics) and their families and households may purchase investments for their own accounts, including the same investments as may be purchased or sold for a Fund, subject to the terms of the Code of Ethics and the Governing Documents. Under the Code of Ethics, Access Persons are also required to file certain periodic reports as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. Supervised Persons who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, a letter of censure or suspension or termination of the employment of the violator. Supervised Persons are required to annually acknowledge compliance with the Code of Ethics. In certain circumstances, a copy of the Code of Ethics may be made available to a client upon written request to: Chief Compliance Officer Golden Gate Private Equity, Inc. One Embarcadero Center, 39th Floor San Francisco, CA 94111 compliance@goldengatecap.com Participation or Interest in Client Transactions The Adviser and certain personnel and affiliates of the Adviser have invested (and expect in the future to invest) in and alongside the Funds, either through the Adviser, as direct investors in the Funds or otherwise. A Fund or the Adviser, as applicable, have reduced (and expect in the future to reduce) all or a portion of the Advisory Fee and Incentive Allocation related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential investors in a Fund (including potential investors in a CoInvestment Fund (as defined below) or purchaser of a limited partner’s interests in a secondary -76-

transaction) often ask different questions and request different information, the Adviser in certain circumstances provides certain information to one or more prospective investors that it does not provide to all of the prospective investors or limited partners. Potential Conflicts of Interest The Adviser, the Adviser Personnel and their affiliates engage in a broad range of activities, including investment activities for their own account (and/or for certain accounts of their family members or related persons) and for the account of other investment funds, and providing transaction-related, management, advisory, financial advisory, consulting and other services to funds and operating companies. In the ordinary course of conducting their respective activities, the interests of a Fund or the investors may from time-to-time conflict with the interests of the Adviser or the Adviser Personnel and other Funds or with their respective affiliates. In particular, the interests of a Fund at times will conflict with the interests of the Adviser, other Funds or their portfolio companies, Co-Investment Funds or their respective affiliates or related entities. Certain of these conflicts of interest have been previously disclosed above, namely in Item 5 with respect to “Advisory Fees; Other Fees” and “Allocation of Expenses,” Item 6 with respect to “Performance-Based Fees and Side-By-Side Management,” Item 8 with respect to “Reliance on Management of a Fund,” “Need for Follow-On Investments,” “Recycling/Reinvestment,” “Conflicting Interests of Investors,” “Valuation of Investments,” “Service on Boards of Directors, Material Non-Public Information, Etc.” and “Industry Relationships” and Item 10 with respect to the Adviser’s relationship with NGC Capital. In addition, there may be instances when the interests of a Fund and the investors of other Funds conflict. More fulsome descriptions of certain such conflicts of interest, as well as certain additional conflicts of interest and a description of how the Adviser addresses such conflicts of interest, can be found below, including in Item 12 with respect to “Selection of Brokers and Dealers.” In addition, other conflicts of interest may also be disclosed in the Governing Documents of a particular Fund. Resolution of Conflicts In the case of conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made in accordance with the Governing Documents of the applicable Fund using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser considers various factors, including, but not limited to, the interests of the applicable Fund with respect to the immediate issue and/or with respect to its longer-term courses of dealing. Certain guidelines for resolving specific conflicts of interest are set forth below. When conflicts arise, the Adviser may take the following factors into consideration, which may mitigate, but will not eliminate, conflicts of interest:

A Fund will not make an investment unless the Adviser or applicable sub-adviser believes that such investment is an appropriate investment considered from the viewpoint of such Fund.

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restrictions or other provisions contained in the Governing Documents.

Certain Funds have established an advisory committee, consisting of representatives of investors not affiliated with the Adviser. The advisory committees meet as required or requested 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 or referenced in resolving conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price or transaction pricing established by knowledgeable third parties.

The Adviser has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest.

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.

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. There can be no assurance that the Adviser will identify or resolve all conflicts in a manner that is favorable to the Funds and the Funds’ investors may not be entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. In addition, certain provisions of a Fund’s Governing Documents are designed to protect the interests of investors in situations where potential or actual conflicts 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. Conflicts There are numerous perceived and actual conflicts of interest between a Fund, on the one hand, and the Adviser, the Affiliate Advisers, other Funds or their portfolio companies, the CoInvestment Funds or their respective affiliates or related entities, on the other hand. The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all the conflicts that may be faced by a Fund. Other conflicts may be disclosed throughout this Brochure and the Governing Documents, and this Brochure and the Governing Documents should be read in their entirety for other conflicts of interest. In addition, new and difficult types of conflicts of interest may subsequently arise. Allocation of Investment and Co-Investment Opportunities; Related Conflicts The Adviser has formed with respect to certain Funds and in the future may create one or more additional investment entities (each, a “Co-Investment Fund” and, collectively, the “CoInvestment Funds”) with a principal purpose of allowing employees of the Adviser and their affiliates or other persons affiliated with or retained or designated by the Adviser (including certain employees of the Adviser or its affiliates, key service providers, operating partners, operating -78-

executives, certain business associates, other “friends and family” of the Adviser or its personnel or other persons) to invest alongside one or more Funds. The terms of these entities will typically be more favorable to the investors therein than the terms offered to the investors in the applicable Fund(s). The Adviser is entitled, in its sole discretion, to charge varying (or no) Advisory Fees or Incentive Allocations to different investors in the Co-Investment Funds. The Co-Investment Fund generally will invest proportionately in all transactions on effectively the same terms and conditions as the applicable Fund(s), subject to applicable legal, tax, regulatory or other similar considerations. Additionally, the Adviser from time to time in its sole discretion provides certain persons engaged by the Adviser (e.g., a consultant associated with an expert network) with the opportunity to invest directly in a portfolio company in connection with any such person’s services to the Adviser and, ultimately, a Fund’s investment in such portfolio company. In connection with its investment activities, the Adviser expects to encounter situations in which it must determine how to allocate investment opportunities (including follow-on investments) among various clients and other persons, which may include, but are not limited to, the following:

The Funds (including those established as a continuation vehicle) or their portfolio companies.

Any co-investors or Co-Investment Funds that have been formed to invest side-by-side with one or more Funds in all or particular transactions entered into by such Fund(s) (the co-investors or investors in such Co-Investment Funds typically include (1) Adviser Investors, and/or (2) individuals and entities that are not investors in any Fund (including portfolio company management or personnel) (“Third Parties”)).

Adviser Investors and/or Third Parties that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Funds in particular transactions entered into by such Fund(s).

Adviser Investors and/or Third Parties acting as “co-sponsors” with the Adviser with respect to a particular transaction.

Accounts or pooled investment vehicles that could have an investment strategy that may be similar, but not identical, to certain of the Funds and are for the benefit of Adviser Investors and/or Third Parties.

Certain proprietary vehicles.

The Adviser makes allocation determinations consistent with the Funds’ Governing Documents and in accordance with its written policies and procedures relating to the allocation of investment opportunities and will make allocation determinations consistently therewith. The Adviser must first determine which Funds will participate in an investment opportunity and whether an investment opportunity is appropriate for any eligible Fund(s) based on each Fund’s investment objectives, strategies, and structure, as set forth in the applicable Fund’s Governing Documents (collectively, “Investment Allocation Requirements”). The Adviser will make -79-

allocation determinations based solely on the Adviser’s expectations and understanding at the time an investment is made, notwithstanding that an investment, and its characteristics, may change over time and that such investment may prove to have been more suitable for another Fund in hindsight. If deemed an appropriate investment for a Fund, or Funds, the Adviser will seek to allocate such investment opportunities, or advisory recommendations, on a fair and equitable basis, consistent with its fiduciary obligations and the applicable Governing Documents for the relevant Funds. To the extent the Investment Allocation Requirements of a Fund do not include specific allocation procedures, and/or allow the Adviser discretion in making allocation decisions among the Funds, including, but not limited to, regarding follow-on investments, the Adviser may take into account such factors that it determines, in its sole discretion, to be relevant, which may include the Funds’ different investment strategies, structures, terms of offerings, and other relevant investment factors, consistent with the Adviser’s business model as a private equity firm. The Adviser may consider additional factors that may restrict, or limit, the offering of an investment opportunity to the Fund(s), notwithstanding such Fund(s) Investment Allocation Requirements. Possible restrictions include, but are not limited to:

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The Adviser has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. Selection of Brokers and Dealers As the Funds invest primarily in private equity ventures, the Adviser anticipates that investments in publicly traded securities will be infrequent occurrences (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, etc.). It is the obligation of the Adviser, in placing each transaction for a Fund involving a broker-dealer, to seek “best execution” of the transaction. “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the 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 takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration:

A broker’s execution capabilities with respect to the relevant type of order.

The commissions charged by a broker, which may be based on the size of the order, the price of the security, and whether the receipt of products or services is involved.

The broker’s reputation and responsiveness to requests for trade data and other financial information.

Other factors suggested by the SEC for determining best execution, which include: o The amount of business with each broker-dealer and the justification for directing trades to those broker-dealers, such as the quality of research provided by the broker-dealer. o The gross compensation paid to each broker-dealer. o The competitiveness of commission rates and spreads, including the documentation to support such competitiveness, i.e., comparison of “standard” commission rates or “minimum” transaction costs between broker-dealers offering comparable products and services. o Statistics or other information by independent consultants on the relative quality of executions/financial services by each broker-dealer. o The financial strength (net capital) of each broker-dealer, if relevant. -132-

o The broker-dealer’s ability to respond promptly to inquiries during volatile markets. o The value of privacy considerations, liquidity, price improvement and lower commission rates on electronic communications. o The broker-dealer’s general reputation and ability to execute an order in an appropriate time frame (i.e., the overall responsiveness of the broker-dealer, as expressed in how well the broker-dealer serves the Adviser and its clients). o To the extent consistent with achieving best execution, the Adviser may consider 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. o The ability and willingness of the broker-dealer to commit capital or financing and provide prompt and accurate execution and settlement. o Whether the broker-dealer makes a market in a security and/or finds sources of liquidity. o The ability of the broker-dealer to maintain Golden Gate’s anonymity. o The broker-dealer’s trading expertise, including its ability to minimize total trading costs and to trade without unduly impacting the market. o The belief that the broker-dealer charges a fair and reasonable fee for each trade and that the Clients have been treated fairly and honestly in prior trades. o The quality of execution, quality of broker-dealer relationship, quality of service rendered by the broker-dealer in other transactions. In general, for any Fund transactions involving publicly-traded securities, the Adviser allocates such transactions to brokers on the basis of best available execution and in consideration of such broker’s provision of brokerage, research, and other services that the Adviser reasonably believes are of benefit to the Funds. In order to monitor best execution, the Adviser will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Fund. The Adviser needs only take into account those factors for which data is reasonably available to it and that it deems relevant for assessing the quality of execution based on the nature and frequency of the relevant transaction(s). 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., -133-

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 brokerdealer 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 interest of the applicable Fund. A conflict of interest exists when a broker-dealer provides such research services, however, as the Adviser will have an incentive to favor such broker-dealer over others that charge lower commissions. Aggregation of Trades As noted above, the Adviser and its affiliates may aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. The Adviser often employs this practice because larger transactions may enable the Adviser to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. The Adviser and its affiliates may combine orders on behalf of Funds with orders for other Funds for which the Adviser or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, the Adviser and its affiliates generally intend to aggregate trade orders for publicly traded securities so that each participating Fund receives the average price for each execution of a transaction. If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation may be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

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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. While not a client solicitation arrangement, the Adviser has engaged (and may in the future engage) one or more persons to act as a placement agent for a Fund in connection with the offer and sale of interests to certain potential investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Fund that are subsequently accepted. Advisory Fees received by the Adviser are generally reduced by the amount of such fees. The practice of bearing such fees over time through offset provides a benefit to Golden Gate in that it generally results in prompt payment to the relevant placement agent without requiring Golden Gate immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Advisory Fees.

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Oversight and Monitoring The Funds primarily invest in securities that are private, illiquid, and long-term in nature although certain Funds also invest in public securities and debt instruments. Accordingly, the review process for most Funds is not typically directed toward a short-term decision to dispose of securities. However, the Adviser closely monitors companies in which the Funds invest, and Golden Gate’s Chief Compliance Officer and/or General Counsel, either alone or working together with other Adviser Personnel, periodically check to confirm that each Fund is maintained in accordance with its stated objectives. Such checks are performed more frequently with respect to Funds that are more heavily invested in public securities. Reporting Investors in the Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund within ninety (90) days after the fiscal year end of such Fund. In addition, investors in the Funds typically receive quarterly performance reports generally within sixty (60) days after each fiscal quarter end. In addition to general Fund reporting, the Adviser may, in its sole discretion, provide additional information or more frequent reports to certain investors that other investors will not receive.

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Golden Gate is generally deemed under Rule 206(4)-2 of the Advisers Act to have custody of the Funds’ cash and securities. The Funds’ cash and securities are held by one or more qualified custodians that are not affiliated with Golden Gate. The Funds are subject to an annual audit in accordance with generally accepted accounting principles as promulgated in the United States. Audited financial statements are prepared in accordance with Rule 206(4)-2 of the Advisers Act.

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Golden Gate has discretionary authority to manage investments on behalf of the Funds. Golden Gate assumes this discretionary authority pursuant to the terms of the Governing Documents and powers of attorney executed by the limited partners of the Funds. As a general policy, Golden Gate does not allow a Fund’s limited partners to place limitations on this authority. Pursuant to the terms of the Governing Documents, however, Golden Gate enters into side letter arrangements with certain limited partners whereby the terms applicable to such limited partner’s investment in a Fund may be altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. Investment advice is provided directly to the Funds and not individually to the investors in the Funds. Services are provided to the Funds in accordance with each such Fund’s Governing Documents. Investment restrictions for the Funds, if any, are generally established in the Governing Documents of the applicable Fund. The Adviser or applicable sub-adviser has the discretion to determine, without consent of the Funds or the investors in the Funds, the particular securities or instruments to be bought and sold in accordance with the terms and conditions of the applicable Governing Document of each Fund. The Adviser or applicable sub-adviser will provide investment advice to the Funds, possibly subject to certain limitations and restrictions on the Funds as to diversification and type of permitted investments. Funds will typically make direct investments in companies, although the Adviser or applicable sub-adviser may in its discretion form an AIV with respect to particular investments. AIVs are generally established in order to invest alongside or in the place of one or more Fund in a particular investment opportunity or opportunities, and the Adviser or applicable sub-adviser typically has limited discretion to invest the assets of the alternative investment vehicles independent of these limitations as set forth in the Governing Documents of the applicable Fund.

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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 Governing Documents, and any 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, and these policies and procedures have been designated with that in mind. 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 Chief Compliance Officer, the General Counsel, or the senior management of the Adviser, 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. In connection with the voting of Votes, the Adviser’s personnel may, in their discretion, meet with members of a portfolio company’s management to discuss matters of importance to the Funds and their economic interests. Funds generally cannot direct the Adviser’s Vote. All Votes are initially referred to the appropriate investment professional(s) for a decision. In most cases, the investment professional(s) covering the particular investment will make the decision as to the appropriate action 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 as well as the standard Voting positions adopted by the Adviser pursuant to its Voting policies and procedures. If the investment professional is making the Voting decision, the investment professional will inform the Adviser’s Chief Compliance Officer and the General Counsel of any such Voting decision, and, barring any issues from his or her conflict-of-interest review, the Vote will be voted in such manner. If the investment professional and the Chief Compliance Officer or the General Counsel are unable to arrive at an agreement as to how to Vote, then the Chief Compliance Officer or the General Counsel may consult with the Adviser’s senior management as to the appropriate Vote, who 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 has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. Voting decisions may require a conflict of interest review by the Chief Compliance Officer and the General Counsel in accordance with the Adviser’s policies and procedures, which may include the consideration of whether the Adviser or any investment professional or other person recommending how to vote has an interest in how the Vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of Votes in accordance with the principles -139-

set forth above, according the first priority to the best interest of the relevant Funds. Where deemed appropriate, 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 may 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. In certain circumstances, copies of relevant proxy logs identifying how proxies were voted in connection with a Fund, and copies of proxy voting policies, may be made available to a client upon written request to: Chief Compliance Officer Golden Gate Private Equity, Inc. One Embarcadero Center, 39th Floor San Francisco, CA 94111

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The Adviser does not require prepayment of Advisory Fees more than six months in advance or have any other events requiring disclosure under this item of this Brochure. The Adviser has not been the subject of any bankruptcy petition.

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