SDC Capital Partners, LLC

SDC, a Delaware limited liability company, is an investment adviser located in New York, New York. SDC was formed in 2017 and its Managing Partners and principal owners are Todd Aaron and Douglas Kaden. SDC provides investment advice to pooled investment vehicles organized as private investment funds (collectively with any future private investment fund to which SDC provides investment advisory services, the “Funds,” and each, a “Fund”). The Funds are structured as Delaware limited partnerships and are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to Section 3(c)(1) and/or Section 3(c)(7) of the Investment Company Act, as applicable. An affiliated entity formed and/or controlled by SDC serves as general partner or managing member to each Fund (collectively with any future affiliated general partner or managing member to a Fund, the “General Partners,” and each, a “General Partner”). SDC and the General Partners generally operate as a single advisory business, and whenever from the context it appears appropriate, references herein to SDC and the Firm include the General Partners. SDC provides discretionary investment advisory services to the Funds. Certain Funds (the “Main Funds”) invest primarily in the information technology and communications infrastructure sectors, including data centers, fiber networks, wireless infrastructure and related sectors. The Main Funds will primarily seek to leverage their extensive industry relationship set to source proprietary opportunities and will specifically seek investments where the Main Funds believe they can create value by applying SDC’s specialized operational knowledge as described in more detail in Item 8. Certain other Funds are organized primarily for the object and purpose of directly or indirectly acquiring, developing, holding for investment, converting and distributing or otherwise disposing of investments in securities of a specific portfolio or investment (“Co-invest Funds”). As permitted by the Governing Documents (as defined below), SDC has provided and expects to provide (or agrees to provide) investment or co-investment opportunities (including the opportunity to participate in the Co-invest Funds) to certain current or prospective investors or other persons, including other sponsors, market participants, finders, operating partners (including SDC Shared Service Providers (as defined below)) consultants and other service providers, (including suppliers, vendors, consultants, lenders, law firms (including Fund or transaction counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles (together, “Service Providers”)), portfolio company management or personnel, SDC’s personnel and/or certain other persons associated with SDC and/or its affiliates. For strategic and other reasons, a co-investor or coinvest vehicle (including a Co-invest Fund) is permitted to purchase a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in SDC’s sole discretion, SDC reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs (including charges or reimbursement required pursuant to applicable law). However, to the extent any such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund. Investment advice is provided directly to the Funds themselves and not to the individual investors in the Funds. SDC tailors its advisory services to the individual needs of the Funds but not to the

individual needs of underlying investors. SDC manages the Funds in accordance with the investment objectives and limitations set forth in each Fund’s offering memoranda, governing documents, subscription agreements, Side Letters (as defined below), and any investment management agreement between SDC and the Funds, as applicable (together, the “Governing Documents”). SDC has entered, and may in the future enter, into agreements, commonly known as “side letters” (“Side Letters”), with certain investors under which SDC waives or modifies the application of certain investment terms applicable to such investors, without obtaining the consent of any other investor in the Funds, as described in more detail in Item 8 below. As of December 31, 2025, the Firm had approximately $9,484,510,000 in discretionary assets under management. SDC does not currently manage any assets in a non-discretionary manner.

Each Main Fund pays management fees to SDC, either semi-annually (no earlier than each January 15 and July 15 for each semi-annual period beginning January 1 and July 1, respectively) or quarterly in advance. Until the earlier of (i) the end of each Main Fund’s commitment period or (ii) the date upon which management fees receives or begin to accrue to SDC in respect of any successor fund that may be formed in respect of such Main Fund, the management fee is 2.0% (per annum) of the aggregate capital commitments. Thereafter, for the remaining life of each Main Fund, the management fee will be 2.0% (per annum) of the total outstanding capital invested in investments that were not subject to a disposition and an allocable portion of either (i) the expenses of such Main Fund (other than management fees and organizational expenses) or (ii) the expenses incurred in direct connection with making maintaining or disposing of each investment. It should be noted that a disposition in SDC Digital Infrastructure Opportunity Fund I, L.P. (“Fund I”) is defined, generally, as all dispositions. Other Main Funds include dispositions, generally, only where the disposition results in a reduction of ownership interests. Limited partners admitted to a Main Fund or increasing their capital commitments after the initial closing of such Main Fund will contribute their allocable share of the management fee that otherwise would have been payable had all limited partners been admitted at the initial closing of the applicable Main Fund, plus a late-closing charge. The General Partners have the right in their sole discretion to waive or reduce all or part of the management fee payable with respect to any limited partner, without waiving or reducing the management fee that is payable with respect to other limited partners. Under the Funds’ Governing Documents, the management fee will be calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value. As further specified in the relevant Governing Documents, from the effective date of the relevant Fund until a date specified in the Governing Documents (the “Stepdown Date”) management fees will initially generally be charged based on a formula tied to the amount of the relevant Fund’s aggregate commitments. Further, after the Stepdown Date, a Fund’s management fee generally will be charged and calculated based on a formula tied to the amount of contributed capital or the cost basis of investments (including, where applicable, a Fund borrowing component (including interest expenses) and, subject to the applicable Governing Documents, the amount of any capitalized Supplemental Fees (as defined below) or expenses, including costs of operating partners) made by the relevant Fund relating to the Fund’s aggregate investment(s) in its portfolio companies that have not been disposed of or permanently written-down or written off for U.S. federal income tax purposes in the manner described in the relevant Governing Documents (such investments, “Impaired Value Investments”). Due to differences in the criteria set forth in their respective Governing Documents, in the event where more than one Fund participates in an investment, there is the possibility that an investment

will become an Impaired Value Investment for purposes of one Fund’s Governing Documents but not those of one or more other Funds. Under the Funds’ Governing Documents, where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Stepdown Date management fees will not be calculated based upon such appreciated value and will instead continue to be calculated based on the amount of applicable investment contributions. Conversely, the Funds’ Governing Documents do not require management fees to be reduced or refunded following the occurrence of a writedown, decrease (including a significant decrease) in fair value or other event not constituting a complete realization, such as a partial sale or disposition, reorganization, recapitalization (including recapitalizations involving dividends), roll-over investment in connection with a sale or dividend distribution, except in the case of investments meeting the relevant Impaired Value Investment standard under the Governing Documents. For the avoidance of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment is less than the total amount of investment contributions relating to such Impaired Value Investment, then the amount of management fees otherwise payable relating to such investment will be reduced solely based on the ratio of the fair market value of each relevant remaining investment(s) as compared against the amount of total investment contributions relating to such investment(s). As a result, the amount of management fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Fund, including following the relevant investment period, and will not be reduced in connection with any write downs (whether temporary or permanent), except in the case of Impaired Value Investments. Except where the Governing Documents expressly provide to the contrary, management fees generally will not be reduced (whole or in part) in connection with any partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization) or reorganizations (other than if the Fund’s ownership in the applicable portfolio company is reduced), restructurings, roll-over investments, extraordinary dividends or similar transactions or in circumstances where one or more other Fund(s) divest their respective investment(s) in the relevant portfolio company, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein, and even in cases where the value of the relevant Fund’s investment therein, and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, subject to the applicable Governing Documents, the post-Stepdown Date Management Fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees (such as Supplemental Fees) and expenses paid to Service Providers, operating partners (including SDC Shared Service Providers), SDC or its affiliates. The Funds’ Governing Documents set forth the full list of terms under which a Fund’s management fee will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified management fee in the relevant Governing Documents until they are reduced in the circumstances and on the date(s) specified therein. The Co-invest Funds do not charge a management fee. In general, the management fee offsets described herein apply only with respect to the commitments of fee-paying investors. SDC or its affiliates has the right to charge portfolio investments, prospective portfolio investments or their affiliates origination fees, consulting fees, monitoring fees, directors’ fees and other similar fees (“Supplemental Fees”). To the extent Supplemental Fees are charged in respect of the assets of any Main Fund, they will reduce the amount of management fees charged to such Main Fund’s

investors on a dollar-for dollar basis. As a matter of practice, SDC is typically paid Supplemental Fees from, on behalf of or with respect to co-investors and other owners of an investment. The receipt of such fees will not reduce the management fee payable by any Fund(s) that have also invested in such investment, and, as a result, a Fund will, in most cases, only benefit with respect to the relevant allocable portion on a “fully diluted” basis of any such fee. “Fully diluted” basis calculations generally relate to a Fund’s ownership of a portfolio company’s common equity, including ownership that arises through the conversion or exercise of certain securities. Therefore, the value of certain Fund investments into a portfolio company, such as debt or certain debt-like investments (e.g., nonparticipating preferred equity), is generally not a factor when determining a Fund’s allocable portion of a fee on a “fully diluted” basis. As a result, a Fund generally will not benefit from (and SDC and its affiliates are expected to retain) the portion of any fee related to, among other items: (i) General Partner, affiliated partner or similar fee-free investor commitments, (ii) co-investors or potential coinvestors (which could include co-investment vehicles managed by SDC, Service Providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners, or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant). SDC’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. Unless otherwise agreed with investors, Supplemental Fees generally will be payable without further offset during term extensions, even if management fees are reduced or eliminated during the extended term, thus reducing the amounts of management fees actually offset. Supplemental Fees will be offset only to the extent they are paid during the holding period of the relevant Fund, and investors generally will not receive the benefit of Supplemental Fees paid prior to the Fund’s acquisition, or following the Fund’s disposition, of the relevant investment. Similarly, to the extent a former SDC employee becomes a consultant to, or employed by, a portfolio company, no compensation earned by such former employee will offset the management fee, whether or not such former employee has a remaining interest in the relevant Fund’s General Partner or affiliated entity. Conversely, in the event that SDC employs a person that previously received compensation from a portfolio company, limited partners will receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with SDC, and not with respect to any compensation paid prior to such date, including equity grants made prior to the date of employment that vest thereafter. SDC and/or its affiliates may elect not to collect certain of the fees described below. SDC and its affiliates will also be entitled to receive certain fees and/or other compensation for certain “Specialized Services” (as defined in certain Main Funds’ Governing Documents or as otherwise approved by a Fund’s advisory committee) rendered on behalf of a Fund or in connection with its portfolio investments. Specifically, SDC is developing a captive operations and management team (the “Shared Service Provider Team”) that are engaged by the SDC Shared Service Providers, which are expected to provide Specialized Services to the Fund’s portfolio investments and prospective investment opportunities as well as portfolio investments of other Funds as well as to the Fund and other investment funds, vehicles and accounts sponsored, managed and/or advised by SDC and its affiliates. The terms “SDC Shared Service Provider” and “Shared Service Provider Team” will include any operating partners (or persons with similar titles) who may or may not be an employee of (or otherwise engaged by) SDC or direct or indirect subsidiary or affiliate of SDC. This compensation is in addition to, and does not offset or otherwise reduce, the management fees and carried interest payable by the Funds or Fund investors. Personnel of an SDC affiliate and SDC’s operating partners are expected to provide the Specialized Services to the Funds’ actual and prospective portfolio investments including reimbursing the relevant General Partner, SDC or any of

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As more fully described in the Governing Documents of each of the Main Funds, the Main Funds will principally seek to make opportunistic equity investments in the digital infrastructure sector (including the production, delivery and/or transformation of energy, heat and/or cooling) and related sectors. The Main Funds may also make other types of investments in the digital infrastructure sector, including debt, convertible debt investments, preferred equity investments, controlling and minority common equity investments and other structured investments. The Main Funds may make investments both within and outside North America. Across each investment type that SDC pursues, the Main Funds will utilize the Firm’s differentiated investment approach to target investments that share common attributes and that take advantage of the SDC team’s collective experience. The Main Funds will invest in both individual assets and in established operating businesses where its experience and sector knowledge can assist in-place operating teams. The Main Funds will pursue a differentiated and proven investment approach anchored in SDC’s ability to: (1) proactively develop investment themes, (2) build a targeted and proprietary pipeline, (3) leverage its differentiated operational expertise and (4) broaden its opportunity set and mitigate risk through a flexible approach to capital deployment and structure. SDC’s multi-stage investment process provides the basis for efficient deployment of the Firm’s human resources, effective and focused diligence efforts, and enhanced opportunity for postinvestment value creation. As more fully described in the Co-invest Funds’ Governing Documents, the Co-invest Funds will principally seek to make investments in the securities of one portfolio investment which is in the digital infrastructure sector. Investing in a Fund is speculative and involves significant risks, including the risk of total loss of invested capital, and should be considered only by sophisticated investors able to meet drawdown obligations and assume the risks of loss and illiquidity inherent with an investment in the Fund. The following risks and conflicts, as well as the risks and conflicts described elsewhere in this Brochure, are not intended to be an exhaustive list of all the risks and conflicts associated with SDC’s business or an investment in a Fund, which are set forth in greater detail in the respective Governing Documents of the Funds. Before investing in a Fund, prospective investors should carefully review such Fund’s Governing Documents, including, in the case of each Main Fund, the additional risks and conflicts set forth in the Governing Documents of such Main Fund. Further, SDC’s business and the investment strategies of the Funds may evolve in light of existing market conditions and investment opportunities, and this evolution may involve additional risks and conflicts depending upon the nature of the assets in which it invests and its ability to finance such assets on a short or long-term basis. Certain Risk Factors: General Risk of Loss. There can be no assurance that a Fund will achieve its investment or performance objectives, including the identification of suitable investment opportunities and the achievement of targeted returns, or that a Fund will be able to fully invest its capital commitments. A Fund may lose some or all of its invested capital, and prospective investors should not subscribe for interests unless they can readily bear the consequences of such loss. Key Personnel. A Fund generally is dependent on the services of the Firm and its executive officers and key personnel. The loss of an executive officer or a key person’s services could have a material

adverse effect on a Fund’s performance. Side Letters. SDC has entered, and reserves the right in the future to enter, into Side Letters with certain prospective or existing investors whereby such investors may be subject to terms and conditions that are more advantageous than those set forth in such Fund’s Governing Documents. A Fund may enter into Side Letters based on, among other things, the size of the investor’s investment in a Fund. The terms and conditions of such Side Letters may provide for special rights to make future investments in a Fund; rights to receive reports from a Fund on a more frequent basis or that include information not provided to other investors (including, without limitation, more detailed information regarding investments); special consent rights to the amendment of the Governing Documents of a Fund; different fee structures or arrangements (including discounted or rebated compensation terms; modified waterfall mechanics and/or receipt of a portion of SDC’s compensation); information rights; specialized reporting; priority co-investment rights or targeted co-investment amounts; rights to serve on a Fund’s advisory committee; liquidity or transfer rights; confidentiality protections and disclosure rights; modification of default remedies; investment pacing restrictions; economic procedural and other terms, many of which will not be subject to the “most favored nation” provisions of a Fund’s Governing Documents; and such other rights as may be negotiated by a Fund and such investors, with the effect that not all of a Fund’s investors will invest on the same terms and some investors may be expected to enjoy more favorable terms than others. SDC is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners (e.g., based on commitment amount to a Fund or the timing thereof; the ability of a limited partner to provide sourcing or other services to SDC; its affiliates and personnel or the Funds; or the potential to establish; recognize; strengthen or cultivate relationships that have the potential to provide longerterm benefits to SDC, its affiliates and personnel, or the Funds). Further, Side Letters also are expected to relate to strategic relationships under which an investor agrees to make commitments to multiple Funds. Except in circumstances and on the timing required by Governing Documents, other investors will not receive disclosure of Side Letters or related provisions, and as a general matter, the other investors have no recourse against a Fund, SDC, the relevant General Partner or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such Side Letters. Side Letters subject SDC to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Fund’s advisory committee results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. As a consequence of one or more investors being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in investments, the aggregate returns realized by participating or non-participating investors could be adversely affected in a material manner by the unfavorable performance of particular investments. Although SDC believes it to be unlikely, excuse rights requested or received by one or more investors (or such regulatory, tax or other factors applicable to such investors) representing a substantial percentage of a Fund have the potential to create significant variations in limited partner investment returns, or to influence or affect the investment strategy and pursuit of investment opportunities by the General Partner on behalf of the relevant Fund as a whole. An investor’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Governing Documents; conversely, a limitation on one or more investors’ voting rights generally will increase the voting rights percentage of other investors in the relevant Fund. Further, investors with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Fund.

Concentration of Investments; Lack of Diversification. Each Fund will participate in a limited number of investments and intends to make most of its investments in individual assets and securities issued by privately held companies, with a primary focus on the digital infrastructure sector (including the production, delivery and/or transformation of energy, heat and/or cooling). As a result, a Fund’s investment portfolio could become highly concentrated, and the aggregate returns to the Funds may be substantially adversely affected by the unfavorable performance of a single investment or a single industry segment. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Fund requires an extended period of time to raise such capital commitments, such Fund may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Fund will likely invest in fewer portfolio investments and/or decline certain investments opportunities if there is insufficient capital available, and thus be less diversified. Additionally, a Fund’s organizational expenses could be higher if the fundraising period continues for an extended period. Impact of Government Regulation, Reimbursement and Reform. Certain industry segments in which a Fund may invest, including various segments of the digital infrastructure industries, are (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) reimbursement programs. While each Fund intends to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries, including, in particular, the digital infrastructure industries, are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which a Fund may invest. Additionally, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of SDC and the Funds. Such current and future rulemaking is expected to impact SDC and its affiliates, the Funds and/or their investments, and the Funds have the potential to bear significant increased costs as a result of such rules. Illiquid Investments. Investments in a Fund are expected to be long-term and highly illiquid, with no certainty of return. In addition, there most likely will be little or no near-term cash flow available to investors. Subject to the provisions in a Fund’s Governing Documents, investors in such Fund may not sell, transfer, exchange, assign, pledge, hypothecate, attach or otherwise dispose of or encumber their interests (or any portion thereof) in a Fund without the written consent of SDC, which may be granted or withheld in SDC’s sole discretion, and investors may not withdraw from such Fund without the consent of SDC. Business and Market Risk. The marketability and value of the investments will depend on many factors beyond the control of a Fund, including, without limitation: changes in general economic or local conditions and/or specific industry segments; geographic or market concentration; changes in interest rates; the promulgation and enforcement of governmental regulations relating to communications, technology, land use and zoning restrictions, environmental protection and occupational safety; failure to obtain, or delays in obtaining, regulatory approval; product compatibility; rapid obsolescence; consumer preferences; competition from alternative technologies; unavailability of funds to a portfolio investment; the financial condition of a portfolio investment; changes in tax rates and other operating expenses; the potential for uninsured or underinsured losses; energy and supply shortages; acts of terrorism; various uninsured or uninsurable risks;

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As described in Item 4 above, SDC provides discretionary investment advice to the Funds, which are private investment vehicles exempt from registration under the Investment Company Act. The Funds are marketed exclusively to investors that generally include, without limitation, high-net worth individuals, pension plans, trusts, financial institutions, endowments and other U.S. and non-U.S. entities. Each investor is required to meet certain suitability requirements. Interests in the Funds are sold only to investors who meet qualification requirements under applicable securities laws. An investment in the Funds should be based on a prospective investor’s careful analysis of its overall portfolio and its own objectives and needs in the areas of diversification, liquidity, return on investment and risk management. The Governing Documents of each of the Main Funds set forth a minimum capital commitment which generally ranges from $5,000,000 to $15,000,000, subject to reduction at the discretion of the relevant General Partner. The Governing Documents of the Co-invest Funds do not provide for a minimum capital commitment.

SDC is generally entitled to receive performance-based compensation in the form of a carried interest allocation of 20% from each of the Main Funds and 15% from certain Co-invest Funds to the relevant General Partner after such Fund has returned to its limited partners all of their contributed capital plus an 8% preferred return (compounded annually). Performance-based compensation will be made in compliance with Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The General Partner in respect of each such Fund has the right in its sole discretion to waive or reduce all or part of the carried interest payable with respect to any limited partner. Please refer to the Governing Documents of each of the Main Funds and the relevant Co-invest Funds for further information regarding the performance-based fees. SDC does not receive performance-based compensation from the investment vehicle organized in connection with a portfolio investment of Fund I. Because SDC has Funds with varying carried interest terms, SDC and its personnel are subject to potential conflicts of interest, to the extent they are involved in identifying investment opportunities as appropriate for Funds from which they are entitled to receive a higher carried interest percentage. SDC seeks to address the potential for conflicts of interest in these matters with allocation policies and practices that provide that transactions and investment opportunities will be allocated to the Funds in accordance with each Fund’s investment guidelines and Governing Documents, as well as other factors that do not include the amount of performance- based compensation received by SDC or any personnel. Receipt of performance-based compensation has the potential to create an incentive for SDC or the General Partners to operate the relevant Fund in a riskier, more speculative or other manner that is less favorable to investors than would be the case in the absence of such compensation, although SDC generally considers performance-based compensation to better align its and the General Partners’ interests with those of Fund investors.

The General Partners are affiliated entities of the Firm and certain of the Firm’s personnel may have a financial interest in these entities. As described in Item 5 above, SDC has several affiliated SDC Shared Service Providers that provide certain Specialized Services rendered on behalf of a Fund or in connection with its portfolio investments. Please see Item 8 for potential conflicts of interest and how SDC seeks to reduce such potential conflicts. See also the conflicts of interest described in Item 8 and elsewhere in this Brochure for further information on potential conflicts of interest among SDC, its affiliates and the Funds that may arise as a result of affiliations of SDC or the General Partners.

Pursuant to Rule 204A-1 of the Advisers Act, SDC adopted a Code of Ethics (referred to in this Brochure as the “Code”) to ensure that SDC fulfills its role as a fiduciary to the Funds. The interests of the Funds must always be recognized, respected, and have precedence over SDC personnel. The Code requires that SDC personnel and certain associated persons act in the best interests of the Funds to the exclusion of contrary interests, act in good faith and in an ethical manner, avoid conflicts of interest with the Funds to the extent reasonably possible, and identify and manage conflicts of interest to the extent they arise. SDC personnel are also required to comply with applicable provisions of federal securities laws and make prompt reports of any actual or suspected violations of such laws by SDC or its personnel. In addition, the Code sets forth formal policies and procedures with respect to the personal securities trading activities of SDC’s personnel. The Code requires that personnel pre-clear certain public and private personal securities transactions, report personal securities transactions in accordance with the Code on at least a quarterly basis and submit reports to SDC regarding personal accounts and reportable securities holdings at least annually. The Code also addresses outside activities of personnel, conflicts of interest, policies and procedures concerning the prevention of insider trading, includes restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and the pre-clearance and reporting of political contributions. Personnel are required to provide a written or electronic certification to SDC as to agreeing to comply with the Code. Copies of this Code are available upon request by contacting SDC’s Chief Compliance Officer. However, SDC reserves the right to refine and modify the Code and its other policies and procedures over time. No investor or prospective investor should invest with SDC on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Funds or the expenses borne thereby. While Fund I entered into a transaction by which it acquired securities from a related person of SDC in connection with its initial closing, as a general matter, neither SDC nor any of its related persons recommend that the Funds acquire or sell securities in which SDC or any related person has a material financial interest. However, in situations where such a transaction is pursued, SDC will make such disclosures and seek such consents as may be required by applicable law.

Should SDC or any of its affiliated persons come into possession of material, non-public or other confidential information with respect to any public or non-public company, SDC generally would be prohibited from communicating such information to clients, and SDC will have no responsibility or liability for failing to disclose such information to clients as a result of following their policies and/or procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of SDC personnel serving as directors of public companies and may restrict trading on behalf of clients, including a Fund. While SDC and its principals have investments in the Main Funds and one of the Co-invest Funds, as a matter of general practice, neither SDC nor any of its related persons acquire or sell securities that are also recommended to the Funds. In the ordinary course of business, the interests of SDC and its affiliates may conflict with those of the Funds. Each Main Fund has established an advisory committee which has been tasked with evaluating and resolving certain issues involving conflicts of interest as they arise. Typically, all of a Fund’s investors are bound by the determinations of the advisory committee, regardless of whether a limited partner is represented by a member of the advisory committee. The Governing Documents typically provide that to the fullest extent permitted by applicable law, none of the advisory committee members shall owe any fiduciary duties to the Fund or any other partner other than to act in good faith and within the limit of their authority. The advisory committee member will likely consider the interests of the limited partner it represents over the interests of the limited partners as a whole when voting or consenting to any matter submitted to the advisory committee. Members of the advisory committee could have conflicts of interest that do not disqualify such members from voting or consenting to matters submitted to the advisory committee for consideration or review. Members of the advisory committee are expected to have various business and other relationships with SDC, its affiliates and their respective personnel, partners, members, shareholders, officers, directors and managers. These relationships could influence their decisions as members of the advisory committee. To the extent that a limited partner is not represented by a member of the advisory committee, such limited partner will have no influence over matters submitted to the advisory committee for review or approval. See also the conflicts of interest described in Item 8 and elsewhere in this Brochure for further information on potential conflicts of interest among SDC, its affiliates and the Funds.

Due to the nature of investments recommended to the Funds, SDC does not expect to select or recommend broker-dealers for client transactions at this time. SDC does not engage in soft dollar arrangements with broker-dealers at this time.

The Firm reserves the right to enter into solicitation arrangements pursuant to which it compensates third parties for referrals that result in potential investor becoming a limited partner in a Fund. SDC has utilized such placement agents for certain Funds. As described in the Firm’s applicable written service agreement with such placement agent, the placement agent generally receives compensation on all capital commitments raised and accepted by the Fund’s from referred or solicited investors. Due to such compensation, such placement agent has an incentive to recommend investors to the Firm, resulting in a material conflict of interest. Any fees payable to any such placement agents generally will be borne by SDC indirectly through an offset against the management 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). The practice of bearing such fees over time through offset provides a benefit to SDC in that it generally results in prompt payment to the relevant placement agent without requiring SDC 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 management fees.

There is no disciplinary information to report for SDC or for any persons associated with the Firm or the Funds.

SDC’s investment committee supervises and monitors the investment activities of the Funds. SDC’s investment professionals routinely meet to discuss investment activities including potential new investment opportunities. SDC’s investment committee convenes as and when necessary to consider and approve new investment opportunities and material investment decisions regarding the Funds’ existing investments. More frequent reviews may be triggered by material changes in key variables that could affect the performance of the portfolios or the investments within them, including changes in the financial

markets and activity and trends in the political or economic environment. Within 120 days after the Funds’ fiscal year-end and in accordance with the Funds’ Governing Documents, audited financial statements are prepared by an independent accountant pursuant to Generally Accepted Accounting Principles (“GAAP”) and are distributed to each investor in the Funds (see Item 15). Quarterly financial statements (other than the last) will be provided to Fund investors within 60 days after the end of the quarter and are distributed to each investor in the Funds. Quarterly reports are generally accounted for pursuant to GAAP. In addition to general Fund reporting, SDC expects to provide certain investors with additional or more frequent information that other investors will not receive (e.g., under a Side Letter or in response to diligence or other requests).

While the Firm or certain affiliates are deemed to have custody of certain client funds and securities, the Firm itself does not maintain physical custody of such funds and securities. As set forth in Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), all client funds and securities that fall under the purview of the Custody Rule are held at accounts maintained in the name of the applicable client by entities deemed qualified custodians as defined in the Custody Rule. Additionally, SDC delivers audited financial statements of the applicable clients (such clients over which the Firm or an affiliate is deemed to have custody) to all investors in such clients within 120 days of the client’s fiscal year end. The financial statements are prepared in accordance with generally accepted accounting principles and are audited by an independent accountant.

SDC has full investment discretion to manage the business of the Funds and has discretionary investment authority to manage the making of new investments by the Funds and the management of the existing investments held by the Funds. Generally, this authority is provided for in the Funds’

Governing Documents.

SDC’s investment strategy does not generally involve the acquisition of public securities with voting authority, making it unlikely that a client will be placed in a position of proxy voting authority. However, if a Fund does come into possession of securities with voting rights, the Firm will implement the appropriate policies and procedures and seek to vote proxies in the best interests of such Fund.

SDC does not require prepayment of management fees more than six months in advance or have any other events requiring disclosure under this item. SDC has not been the subject of any bankruptcy petition.