Sterling Capital Management LLC

General Description of Advisory Firm Sterling Capital Management LLC (“Sterling,” “we,” or “us”) is an investment adviser registered with the SEC under the Investment Advisers Act of 1940 (the “Advisers Act”). The firm was founded in 1970 and is organized as a North Carolina limited liability company. Sterling is an indirect, wholly-owned subsidiary of Desjardins Global Asset Management Inc., which is part of Desjardins Group. Sterling has over 185 employees and is headquartered in Charlotte, NC, with additional offices in Raleigh, NC; Virginia Beach, VA; King of Prussia, PA; and San Francisco, CA. Assets Under Management As of December 31, 2025, Sterling’s assets under management (“AUM”) totaled $69,234,190,440. Of that total, we managed, on a discretionary basis, $69,148,846,166 in client assets. Non-discretionary client assets totaled $85,344,274. Description of Advisory Services As a registered investment adviser, Sterling has a fiduciary obligation to our clients in providing investment management services. As a fiduciary, we will act in our clients’ best interests and will endeavor to ensure that clients are informed about and have access to material facts and information related to Sterling’s services. This Brochure is a key element in meeting this disclosure obligation. The fiduciary standards we aim to follow are established under the Advisers Act and state laws, where applicable. Sterling provides discretionary investment management services and has the authority to select securities or other investment vehicles (all collectively referred to in this Brochure as “securities”) consistent with clients’ investment guidelines. However, certain clients may limit or prohibit investment in certain sectors, instruments, and securities as further described in Item 16 – Investment Discretion. Sterling also provides discretionary investment services and non-discretionary investment advice to separately managed account programs and platforms sponsored by affiliated and unaffiliated investment advisers, broker-dealers, and other financial service firms. For certain strategies, we may engage with affiliated and non-affiliated investment advisers under sub-advisory relationships to perform investment management services for all, or a segment, of a portfolio. Sterling offers the following services: Institutional and Individual Separate Account Management Sterling provides investment management services to a broad range of institutional and individual clients pursuant to the terms of individually negotiated investment management agreements. Sterling provides our services in an array of fixed income, equity or other investment strategies including in the broad categories of municipal bonds, taxable fixed income, value, growth and core equities and asset allocation. Sterling’s separate account management services include the development of investment strategies, evaluation and appraisal of securities held in client portfolios as well as securities considered for purchase. These services also include construction of investment portfolios, execution of securities purchase and sale transactions, and portfolio administration, including the tracking of and reporting on portfolio performance and investment results. Wrap and Model Programs Sterling provides investment management services to separately managed account (“SMA”) or “wrap fee” programs and platforms (each, a “Wrap Program”) sponsored by investment advisers, broker-dealers and other financial services firms (each, a “Program Sponsor”). Sterling provides these services pursuant to an advisory agreement either directly with the Program Sponsor (e.g., a “single contract SMA”) or with the Program Sponsor and the underlying end investor (e.g., “dual contract SMA”) depending on the program. Sterling also provides discretionary and non-discretionary investment services and advice to Program Sponsors and/or overlay managers through model investment portfolios (collectively referred to as “Model Programs”).

In a Wrap Program, Sterling is appointed to act as an investment adviser through a process administered or assisted by the Program Sponsor. Clients participating in a Wrap Program, generally with assistance from the Program Sponsor, may select Sterling to provide investment management services for their account (or a portion thereof) for a particular strategy. Sterling provides investment management services in accordance with one or more of our investment strategies. In a typical Wrap Program clients enter into an agreement with the applicable Program Sponsor that provides or arranges for the provision of an array of services to the clients — which may include but not be limited to: assistance with establishing investment goals and objectives, asset allocation analysis, security selection and other portfolio management services such as selection of investment advisers, sub-advisers, custodians and/or broker-dealers and trade execution. Program Sponsors also provide ongoing monitoring, performance reporting and client support, all of which may be covered by a single “wrap” fee to the client. There are certain differences between how we manage accounts in a Wrap Program versus how we manage other client portfolios. For example, in Wrap Programs the Program Sponsor is generally responsible for determining the suitability of the Wrap Program, including the use of a Sterling investment strategy for the client. Sterling is typically only responsible for managing the client’s assets in accordance with the selected investment strategy and any reasonable restrictions imposed by the client and agreed upon by Sterling. In certain Wrap Programs, the Program Sponsor may limit the information available to us. In addition, Program Sponsors may restrict us from communicating directly with Wrap Program clients. Sterling may make the same or similar strategies that are available to other Sterling clients available through Wrap Programs. However, not all of Sterling’s strategies are available through Wrap Programs and not every Sterling strategy is available through a particular Wrap Program. The performance of a strategy available through a Wrap Program may differ from the performance of the same or similar strategy executed through another Wrap Program, client, or platform. Typically, the investment management services Sterling provides in connection with these Wrap Programs are discretionary. Sterling is generally responsible for causing the portion of each discretionary Wrap Program account managed by Sterling to engage in transactions that are appropriate for the selected strategy. Wrap Program accounts within a particular strategy are generally managed similarly, subject to a Wrap Program client’s ability to impose reasonable restrictions (such as a prohibition on holding the securities of a particular issuer). As Sterling’s advisory services to these accounts are strategy-dependent, Sterling will not accept a restriction that we believe would be inconsistent with the investment strategy. Sterling may participate in Wrap Programs sponsored by unaffiliated, third-party sponsors as well as Wrap Programs sponsored by an affiliate of Sterling. Program Sponsors may apply different methods of analysis, use different types of information, or apply different thresholds in determining whether to recommend an affiliated manager; this method of analysis may be applied differently when recommending an unaffiliated manager. All Wrap Program clients and prospective clients should carefully review the terms of the agreement with the Program Sponsor and the relevant Wrap Program Brochures and disclosure documents to understand the terms, services, minimum account size and any additional fees or expenses that may be associated with a Wrap Program account. In evaluating a Wrap Program arrangement, the client should consider the amount of portfolio activity and the value attributed to monitoring, custodial and any other services provided. In addition to the investment management services we provide for Wrap Programs, Sterling may also provide nondiscretionary Model Program services to the Program Sponsor who exercises investment discretion. In these Model Programs, Sterling will typically provide a model portfolio to the Program Sponsor who will be responsible for reviewing, implementing, and executing the orders for the client as the Program Sponsor determines. Where Sterling participates in a Model Program, the Model Program Sponsor or overlay manager is generally responsible for investment decisions and performing many other services and functions typically handled by Sterling in a traditional discretionary managed account program. In these Model Programs, Sterling does not have an advisory relationship with clients of the Program Sponsor or overlay manager of the Model Program, and Sterling generally does not have any investment discretion or trading responsibilities. Similarly, in these Model Programs, Sterling does not manage model portfolios based on the financial situation or investment objectives of individual clients.

Sterling may make available the same or similar strategies that are available to other Sterling clients through Model Programs. However, not all of Sterling’s strategies are available through Model Programs and not every Sterling strategy is available through a particular Model Program. The performance of a strategy available through a Model Program may differ from the performance of the same or similar strategy executed through another Model Program, client, or platform. In a non-discretionary Model Program, Sterling does not consider itself to have an advisory relationship with clients of the Program Sponsor or overlay manager. If Sterling’s Form ADV Part 2A is delivered to the Sponsor’s modelbased clients with whom Sterling does not have an advisory relationship, or where it is not legally required to be delivered, it is provided for informational purposes only. Outsourced Chief Investment Officer Services For clients seeking comprehensive asset allocation and investment selection solutions, Sterling’s Advisory Solutions team provides Outsourced Chief Investment Officer (“OCIO”) services by offering an asset allocation framework with a comprehensive investment manager search-and-selection methodology to create client-specific portfolios or investment options for retirement plans. These open architecture, multi-asset class portfolios are constructed using specific investment objectives, risk tolerance, and other considerations of the client with a goal of delivering consistent, long-term, risk-adjusted performance. While the asset allocation ranges included in a portfolio’s investment objectives seek to provide a guide for Sterling’s asset allocation services, the portfolio’s actual asset allocation may, at any time, vary from the client’s target asset allocation weights for various reasons, including, but not limited to, fund flows into or out of the portfolio, market movements, and asset allocation decisions. Registered Investment Companies and Other Pooled Vehicles Sterling serves as an investment adviser to a variety of pooled investment vehicles (collectively, “Affiliated Funds”), including: (i) Registered investment companies, registered under the Investment Company Act of 1940, including open-end investment companies (mutual funds) and exchange-traded funds (“ETFs”); (ii) Collective investment funds and trusts (“CIFs”), common trust funds (“CTFs”), common and collective trusts; and (iii) Private investment funds. We manage each Affiliated Fund in accordance with the fund’s offering documents (e.g., prospectus) which disclose investment objectives, strategies and restrictions. The funds are not tailored to meet the individualized needs of any particular investor or shareholder. Sterling administers and serves as the investment adviser to the Sterling Capital Funds (which includes mutual funds and ETFs) and serves as the investment adviser for a Sterling-managed ETF, CIF, and CTF under separate trusts. Sterling, where appropriate and consistent with client guidelines, may purchase shares of the Affiliated Funds for client portfolios as part of the portfolio’s applicable investment strategy. Clients should note that Sterling has a conflict of interest and financial incentive to choose Affiliated Funds because Sterling receives investment management and other fees from the Affiliated Funds. Sterling reduces our investment management fees with respect to investments in Affiliated Funds in client portfolios. However, this reduction in fees does not eliminate the conflict of interest as there are other incentives such as increasing Sterling’s AUM or providing support to the Affiliated Funds. Clients have the right, at any time, to prohibit us from investing any of their managed assets in the Affiliated Funds. With regard to the Sterling ETFs, CIF and CTF, Sterling serves as investment adviser to the applicable trust that is administered by unaffiliated third-party trustees (e.g., Hand Benefits & Trust Company (“Hand”)) with regard to the Sterling CIF and CTF; Capitol Series Trust with regard to the Sterling Capital Enhanced Core Bond ETF; and Sterling Capital Funds Trust for all other Sterling Capital mutual funds and ETFs) pursuant to a separate investment advisory agreement with the applicable trustee. Sterling, where appropriate and consistent with client guidelines, may recommend and introduce clients to Hand to establish an investment in the Sterling CIF and/or CTF and may recommend to client investment in, or investment client assets in, Sterling Capital Funds. Sterling does not receive

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Fees – How and When Clients are Billed Sterling is compensated for providing investment management services by charging an investment management fee. Generally, the investment management fee is based on an annual rate on total AUM or assets under advisement (“AUA”) for Model Programs or other non-discretionary services. Occasionally, Sterling may consult on a small percentage of portfolios that are not actively managed by Sterling. Fixed fees may be set when the amount of work involved is not directly related to the AUM or AUA. Sterling does not receive compensation from the sale of securities or other investment products. Performance-based investment management fees may be available where applicable by law. These fee schedules are customized and individually negotiated. Please refer to Item 6 – Performance-Based Fees and Side-by-Side Management. Fees and minimum account sizes may vary or be negotiable depending upon a number of factors including, but not limited to: the type of client; products or services; the complexity of the client’s situation; the composition of the

client’s account; the potential for additional account deposits; the nature, longevity and size of the overall client relationship; the total amount of assets under management for the client; and other business considerations. The negotiations may result in a reduced, higher, or fixed fee. From time to time, Sterling may enter into arrangements with third parties who introduce prospective clients to us. Clients introduced through these third parties may be offered a preferred or negotiated fee schedule that is lower than the firm’s standard advisory fee charged to other clients receiving similar services. The preferred fee schedule reflects the nature of the relationship and the scope of services associated with such clients. Fees are generally billed monthly and quarterly, in arrears (though certain clients will be billed in advance if specified in their written agreement with Sterling), depending on the nature and circumstances of the client and services selected. Clients may elect to be billed directly for fees or to authorize Sterling to debit fees from the client’s managed account(s). In some instances, clients calculate their own fee and initiate payment to Sterling. Sterling’s investment management agreement may be cancelled by either party upon written notice. If a client account is terminated prior to the end of a billing cycle, any investment management fees paid in advance may be refunded on a pro-rated basis. For clients that pay in arrears, in the event of a termination, any earned but unpaid fees will be billed on a pro-rata basis payable and due to Sterling. Unless otherwise provided in an investment management agreement, when Sterling is responsible for calculating the fees owed by a client, we will calculate the fee according to the market value of AUM in the account on our portfolio accounting system(s), which may include securities for which current market prices are not available, securities for which Sterling elects to override the market price provided by a third party, or securities for which pending portfolio activities have not yet been fully processed. A conflict of interest exists when Sterling calculates fees based on securities that we have determined the market value for as Sterling may be incentivized to apply a higher valuation. Sterling has adopted valuation policies and procedures that are designed to value securities fairly, mitigating this conflict of interest. Due to differences in securities’ valuations and/or pending portfolio activities, a client account’s AUM calculated by Sterling may differ from the account’s AUM reported by the client’s custodian. Sterling reserves the right to change our standard fee schedules and absent contractual provisions to the contrary, is not required to change the fee schedules of existing clients to match any such updated fee schedules, even if such updated fee schedules would be more advantageous to the client. Therefore, client fees may vary based on a historical fee schedule or a different negotiated fee based on the time the contract was executed between the client and Sterling. Sterling may, at our sole discretion, offer certain clients more advantageous fee schedules than those offered to other clients for similar services provided. Additional Fees and Costs There are a number of other fees that can be associated with holding and investing in securities. In addition to the investment management fees paid to Sterling, clients may also incur certain charges imposed by other third parties, such as broker-dealers, custodians, trust companies, banks, and other financial institutions. These additional charges may include brokerage commissions, transaction fees, custodial fees, fees charged by other managers, margin costs, charges imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus or offering document (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Fees for Fund Management Sterling may include mutual funds, ETFs, and other pooled vehicles (CTFs, CIFs, etc.) in our investment strategies; these funds also charge operating expenses, which are disclosed as “other expenses” in the fund’s prospectus or offering document. When Sterling purchases a mutual fund in a client portfolio, Sterling, on a best-efforts basis, selects the lowest cost share class of such mutual fund in which the client is eligible to invest at the time of initial purchase. Sterling periodically reviews advisory client mutual fund holdings to determine if a lower cost mutual fund share class is available to the client. Sterling considers associated conversion fees, tax consequences and other relevant factors when determining if a client would benefit from the lower cost share class. If Sterling determines that a client would benefit from the lower cost share class, then Sterling will convert the client’s mutual fund holdings.

Please refer to Item 12 – Brokerage Practices for the factors that Sterling considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Sub-Advisory Arrangements When Sterling uses an affiliated or unaffiliated sub-adviser in providing advisory services, clients will not incur any increase in advisory or other fees as a result of such sub-adviser arrangement. Sterling generally shares its fees with the entity providing sub-advisory services. Wrap Programs The fees described in this Brochure do not include information for investment management services Sterling provides through Wrap Programs. The terms of each client’s account in a Wrap Program are governed by the client’s agreement with the Program Sponsor and disclosure document for each Wrap Program. Wrap Program clients are urged to refer to the appropriate disclosure document and client agreement for more information about the Wrap Program and advisory services. The fees for a Wrap Program may result in higher costs than a client would otherwise realize by paying standard fees and negotiating separate arrangements for trade execution, custodial and consulting services. Wrap Programs typically pay a fee to the Program Sponsor based on assets managed through the program. The Program Sponsor generally pays Sterling a fee based on the assets managed by Sterling in the Wrap Program; therefore, Sterling receives a portion of the wrap fee paid by each client in the program. This fee varies depending upon the Program Sponsor, the type of account (e.g., equity, balanced or fixed income), the level of support services provided by Sterling, and the size of the client’s assets in the specific program. Investment in Affiliated Funds Sterling provides investment management services to the Affiliated Funds. Each Affiliated Funds’ prospectus or offering document includes information about the fees and expenses paid by the Affiliated Fund, including compensation Sterling may receive for portfolio management and administrative services. In circumstances where Sterling utilizes Affiliated Funds for client accounts, Sterling reduces its investment management fees with respect to investments in Affiliated Funds in the client’s portfolio. Standard Fee Schedules Please refer to Appendix - A for Sterling’s standard fee schedules. The fee schedules are subject to change without notice and are negotiable; therefore, existing and future clients of Sterling may have different fee arrangements or minimum required investments from those stated in the fee schedule. Additional Information Please refer to Item 14 - Client Referrals and Other Compensation, for information regarding revenue sharing and solicitation agreements.

Methods of Analysis Sterling offers a range of investment products and services to our clients. Sterling utilizes an investment team approach with teams of analysts and portfolio managers providing investment advice and management services, each team focusing on certain asset classes. The teams use a variety of security analysis methods including fundamental, qualitative, quantitative, behavioral, cyclical, and technical. In conducting security analysis, the analysts and the portfolio managers utilize a broad spectrum of information, including but not limited to financial publications, third-party research materials, annual reports, prospectuses, regulatory filings, company press releases, corporate rating services, remittance reports, inspections of corporate activities and meetings with management of various companies. The portfolio managers use this security analysis to implement our discretionary investment strategies and periodically review account allocations adjusting them based on current or anticipated market conditions or to manage risk consistent with the account’s or the product’s overall investment strategy. Sterling may invest in a wide range of securities and other financial instruments, unless expressly limited by written direction or our client’s guidelines and policies. We employ a range of investment strategies to implement the advice we provide to clients, including but not limited to long-term purchases, short-term purchases, trading, short sales, option strategies (e.g., covered options, uncovered options, or spreading strategies), and over-the-counter derivative strategies. Derivative Overlay Sterling, through our affiliate Guardian Capital LP, may employ an overlay strategy utilizing derivative instruments for a limited number of clients. The overlay is intended to complement the underlying strategy and is generally ancillary to the overall portfolio management and is not a standalone strategy. The overlay process seeks to (i) enhance income generation; (ii) provide downside protection (hedging); or (iii) provide risk-adjusted total return without changing the underlying assets. The Guardian Capital LP Solutions team relies on Sterling’s investment teams to complete the investment research, analysis, and security selection, and then the Solutions team makes use of derivatives. Derivative instruments utilized for the derivative overlay are dependent on the portfolio's objective and will generally include one or more of the following, with the opportunity to consider additional instruments to meet the portfolio’s object as opportunities arise:

Income Generation: Option-Writing Strategies (covered calls, cash covered puts; equities, rates or credit) and Selling Credit Default Swap Index protection (credit risk). Hedging: Treasury Futures (interest risk), Buying Credit Default Swap Index (credit risk), Put/Call Options (downside risk protection). Exposure Management: Treasury Futures (rates/equities cash equitization, yield curve exposure management), Credit Default Swaps (alter credit exposure) and Option Overlays (targeted risk shaping).

Responsible Investing Sustainability considerations underscore our commitment to responsible investing and provide a framework for implementing that commitment. More specifically, with an objective of enhancing risk-adjusted, long-term investment performance, each investment team is responsible for integrating sustainability considerations into the risk analysis of securities within its strategy portfolios. In other words, each portfolio management team may seek out sustainability information, assess the materiality of that information, and integrate information judged to be material into the investment analysis and decision making. We engage in active ownership, which includes engagement with portfolio companies and proxy voting, as appropriate to the applicable asset class. We communicate with companies to better understand their approach to sustainability factors that are financially material and relevant to their specific circumstances. In this way, Sterling can more clearly determine a company’s position on material sustainability issues, actions and progress made to date, and additional actions or progress it plans to take in the future and assess their impact on long term growth and valuation. Certain strategies may invest in securities such as derivatives, cash, money market securities, asset-backed securities and commercial paper, and other similar instruments where an assessment of sustainability considerations may not be applicable due to the nature of such instruments.

The specific risk associated with a particular strategy depends on the securities used and the extent to which the strategy employs certain portfolio management techniques. Not all risks apply to each strategy. For a summary of each risk, see the Summary of Material Risks at the end of this item. Principal Investment Strategies A summary for each principal investment strategy listed below is included along with the methods of analyses. Please refer to the Summary of Material Risks at the end of this item for a description of material risks that apply to the principal investment strategies. Fixed Income (Taxable and Tax-Exempt) Investment Types, Investment Strategies & Philosophy Sterling’s Fixed Income team may invest in the following investments on behalf of clients including without limitation: securities issued or guaranteed by the U.S. government, its agencies or instrumentalities; foreign government and government-related securities; securities issued by supranational organizations; corporate debt; preferred stock; taxable and tax-exempt municipal securities; asset-backed securities; mortgage-backed securities, including commercial mortgage-backed securities; convertible securities; investment companies (e.g., mutual funds and ETFs) and other pooled investment vehicles (e.g., CTFs, CIFs, etc.). Certain fixed-income strategies may also include investments in commodity interests (e.g., treasury futures), 144A securities, structured products, collateralized loan obligations (“CLOs”), derivatives (including swaps), fixed or floating rate loans or similar instruments that may be more volatile and less liquid than cash market fixed-income securities. Some strategies may also hold an allowance to non-investment grade securities. Sterling’s Fixed Income Team combines elements of both “top-down” as well as “bottom-up” investment management strategies in constructing portfolios. The “top-down” macro view drives the team’s interest rate risk and sector allocation decisions, while “bottom-up” credit fundamentals drive the team’s security selection decisions. For yield curve management, in addition to the trend in interest rates, other factors such as future inflation expectations, supply factors, and forward curve analysis are considered. Sector weightings are driven by a combination of the firm’s macro view on the economy, sector fundamentals, interest rates and volatility, as well as relative spread analysis. The Fixed Income Team then selects individual securities by utilizing fundamental analysis and looking for the best relative values within particular sectors. The analysis includes an attempt to understand the structure and embedded features of potential securities. Features that are analyzed include puts, calls, sinking fund requirements, prepayment and extension risk, debt limitations, lien baskets, restricted payments baskets and other covenants and individual company financial data for potential corporate holdings. Scenario analysis is the primary tool employed for these assessments. Sterling’s fixed income strategies are managed primarily in one of the following mandates: • Ultra Short Duration Fixed Income, including Cash and Enhanced Cash mandates, with an average duration ranging from 0.25 to 1.30 years. • Short Duration Fixed Income, including Short Term and Short Term Investment Grade mandates, with an average duration ranging from 1.30 to 3.50 years. • Intermediate Fixed Income includes mandates with an average duration ranging from 3.50 years to 5.50 years. • Core Fixed Income includes mandates measured against the Bloomberg US Aggregate Bond Index. • Long Duration Fixed Income includes mandates with an average duration of over 10 years. • Multi Strategy Income, Sector Specific or High Yield mandates • Ultra Short, Short Term, Intermediate Fixed Income Municipal mandates Equity Investment Types, Investment Strategies & Philosophy Sterling’s Equity and Advisory Solutions teams may invest in the following investment on behalf of clients including, without limitation: common and preferred stocks, exchange-listed securities, securities traded over-the-counter, foreign securities, investment companies (e.g., mutual funds and ETFs) and other pooled investment vehicles (e.g., CTFs, CIFs, etc.). Sterling may also invest, when appropriate, in real estate investment trusts (“REITS”), derivative

instruments such as warrants, American Depository Receipts (“ADRs”), Global Depository Receipts, commodity interests (e.g., forwards, futures and swaps) and options. Equity Opportunities - Equity Income and Special Opportunities The Equity Opportunities portfolios consist of two separate strategies, each using a stock selection multi-cap, multistyle approach to build a diversified, but concentrated, portfolio. The Equity Income portfolio is primarily larger-cap equities and focused on total return, selecting stocks with increasing dividend payouts. The Special Opportunities portfolio seeks capital appreciation with a quality bias that tends to favor large- and mid-cap equities. In managing each of these portfolios, the Equity Opportunities team places a strong emphasis on identifying companies with the following characteristics: quality business models, strong profitability, attractive valuation, strong balance sheets, robust financial returns, and talented management. Both quantitative and qualitative analyses are used in identifying investment opportunities. Valuation analysis of each security is conducted relative to its historical range, peers, current and potential growth rates, and the market. A long-term investment horizon allows portfolios to take advantage of transitory weakness that creates potential buying opportunities and may allow portfolios to compound value over the longer term as company management executes against multi-year investment theses. Focus Equity The Focus Equity portfolio seeks capital appreciation with a growth and quality bias that tends to favor large- and mid-cap equities. In managing these portfolios, the portfolio managers place a strong emphasis on identifying companies with the following characteristics: attractive valuation, robust financial returns, and talented management. The portfolio managers utilize both qualitative and quantitative analysis and screens to identify opportunities with an emphasis on proprietary primary research and due diligence. The portfolio generally consists of around 15-30 securities. Focused Factor - Small Cap Value and Large Cap Value (Focused Factor strategies are offered as Behavioral Small Cap Value Equity and Behavioral Large Cap Value Equity for the Sterling Capital Funds) The Focused Factor suite of products consists of two separate strategies that employ techniques seeking to capitalize upon behavioral finance-based principles and to take advantage of inefficiencies within the market. Investors are prone to certain biases and heuristics (mental shortcuts) such as greed and fear that may create anomalies within the financial markets. Our investment process, from the valuation and momentum factors we use to the portfolio construction techniques we employ, is specifically designed to capitalize upon investor behavior. The Small Cap Value Focused Factor portfolio seeks to invest in U.S. small capitalization stocks that will potentially offer greater capital appreciation than its applicable benchmark. The Large Cap Value Focused Factor portfolio seeks to invest in U.S. large and mid-capitalization stocks that will potentially offer greater capital appreciation than its applicable benchmark. Large Cap Equity - Core Equity, Focused Equity, and Dividend Advantage The Large Cap Equity products consist of three separate strategies, each using a disciplined approach and a common fundamentally driven approach to identify attractively valued equity securities with an emphasis on large capitalization stocks with above average financial quality. Factors used to manage the portfolios include earnings growth, forward earnings yield, cash flow, debt levels, price momentum and dividend yield. These strategies are typically employed for taxable client accounts; therefore, tax awareness is a key component of the investment process. The portfolio management team may at times overlay strategies that emphasize certain segments of the market to position the portfolios to participate in attractive trends developing in the market. These decisions are driven by several factors including the current macro-economic environment and business cycle events. The strategies have the ability to invest a portion of the portfolio in attractively valued mid-cap stocks when appropriate. However, the portfolios will consistently maintain exposure to all sectors of the market and be positioned as large cap strategies at all times.

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Sterling provides investment management services to a diversified group of clients including, but not limited to, individuals, high net worth individuals, trusts, estates, banking or thrift institutions, affiliated and non-affiliated investment companies (e.g., mutual funds and ETFs) and other pooled investment products (e.g., CTFs, CIFs and private investment funds), investment advisers, foundations, endowments, charitable organizations, corporations and other business entities, insurance companies, state and municipal government entities, churches, and affiliated and non-affiliated Wrap Programs. In addition, Sterling also provides investment management services to retirement plans including 401(k) plans, 403(b) plans, pensions, and profit-sharing plans, non-qualified plans or other retirement plan types not listed. Sterling provides investment management services to certain of its affiliates pursuant to investment management agreements. Sterling may manage the investment accounts of employees and their family members, or Sterling may manage an Affiliated Fund held by, or serve as an advisor to a Wrap Program used by, employees and their family members. Portfolio minimums vary by type of client (e.g., wealth management, institutional), investment type (e.g., fixed, equity), and investment strategy (e.g., small cap, mid cap, balanced, short term fixed, intermediate fixed). Wrap program sponsors set their own account size minimums and, in the case of Affiliated Funds and other pooled vehicles, the minimum amount investors must invest is set forth in each fund’s prospectus or relevant offering document and varies from fund to fund depending on the particular investment product. For specific portfolio minimums, please refer to Appendix A – Sterling’s Fee Schedule.

In some cases, and in compliance with applicable law, client accounts may provide for investment management fees to include a share in the capital appreciation of the account, also known as performance or incentive fees. The amount of a performance-based fee can vary depending on factors such as the portfolio’s relative return to a particular benchmark return. Sterling will take into consideration the investment objectives of the client as well as what Sterling deems to be reasonable performance goals. Portfolio managers responsible for the management of performance-based portfolios may also be responsible for the management of portfolios with an asset-based fee or other fee arrangement. Performance-based fee arrangements create an incentive for Sterling to recommend investments that may be riskier or more speculative than those that would be recommended under an asset-based fee or other fee arrangement. Such fee arrangements also create an incentive to favor higher fee-paying portfolios over other portfolios in the allocation of investment opportunities.

Sterling is required to treat its clients fairly in relation to such conflicts of interest and will make decisions for client portfolios in accordance with its fiduciary responsibilities. Consistent with this fiduciary duty, Sterling’s trading procedures seek to ensure that all clients are treated fairly and equitably over time, and that no client account is advantaged or disadvantaged over another. Sterling has adopted several policies and procedures to ensure that all accounts with substantially similar investment objectives are treated fairly and equally to prevent this conflict of interest from influencing the allocation of investment opportunities among clients. These policies and procedures include (i) Sterling’s Code of Ethics, (ii) Sterling’s trade allocation and aggregation policies, which seek to ensure that investment opportunities are allocated fairly among clients, and (iii) Sterling’s allocation review procedures which are reasonably designed to identify unfair or unequal treatment of accounts. Sterling does not consider fee structures in allocating investment opportunities. Investment teams and individual portfolio managers may manage multiple accounts, including separate accounts and mutual funds, according to the same or a similar investment strategy. Side-by-side management of the funds and other accounts raises the possibility of favorable or preferential treatment of a client or a group of clients. In general, investment decisions for each client account will be made independently from those of other client accounts and are made with specific reference to the individual needs and objectives of each client account. There is no requirement that an adviser use the same procedures consistently with respect to all accounts. Different strategies and client guidelines may lead to the use of different methodologies for addressing potential conflicts of interest. Sterling may manage numerous accounts with similar or identical investment objectives or may manage accounts with different objectives that trade in the same securities. Portfolio decisions relating to clients’ investments and the performance resulting from such decisions may differ from client to client. Sterling will not necessarily purchase or sell the same securities at the same time or in the same proportionate amounts for all eligible clients, particularly if clients have different amounts of investable cash available. Given these and other potential conflicts, Sterling’s allocation procedures are designed to ensure that clients are treated fairly over time.

Registration of Management Persons as Registered Representatives of a Broker-Dealer Sterling is not a registered broker-dealer; however, Sterling has employees who are registered representatives of Sterling Capital Distributors, LLC (the “Distributor”), a limited purpose broker-dealer and distributor to the Sterling Capital Funds. The Distributor is not affiliated with Sterling or our affiliates. The Distributor currently serves as the principal underwriter of the Sterling Capital Funds, with the exception of the Sterling Capital Enhanced Core Bond ETF which utilizes Northern Lights Distributors, LLC. Sterling employees who are involved in marketing or soliciting the Affiliated Funds are also licensed, registered representatives of the Distributor.

Registration as Commodity Pool Operator and Commodity Trading Adviser Neither Sterling, nor any of our employees, is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading adviser, or an associated person of the foregoing entities. Affiliations and Conflicts of Interest Through its parent company’s ownership structure, Sterling is affiliated with numerous financial service entities located inside and outside the U.S., as detailed below. This list of affiliated entities is subject to change over time. Sterling may engage in business activities, including investment advisory activities with some of these companies, subject to our policies and procedures governing how we handle conflicts of interest, including written policies and procedures designed to manage such conflicts of interest by ensuring that all clients are treated fairly, regardless of the investment strategy, investment vehicle, portfolio size, and fee schedule associated with the account.

Registered Investment Companies or other Pooled Investment Vehicles, please refer to Item 4 – Advisory Business, Registered Investment Companies and Other Pooled Vehicles.

Agincourt Capital Management, LLC (“Agincourt”) is an SEC-registered investment management firm based in Richmond, Virginia and is an indirect subsidiary of DGAM. Agincourt primarily manages fixed income portfolios for a wide range of institutional clients.

Alexandria Global Investment Management Limited, an indirect subsidiary of DGAM, is registered as a mutual fund manager under the laws of the Cayman Islands, and is the manager of a mutual fund, The Alexandria Fund, which is sold to the public outside Canada and the U.S. The fund consists of numerous "sub-funds," each of which has a different investment objective.

Alta Capital Management, LLC (“Alta Capital”) is an SEC-registered investment management firm based in Salt Lake City, Utah and is an indirect subsidiary of DGAM. Alta Capital invests primarily in U.S.-based equity securities using a quality growth investment discipline on behalf of institutional, wrap and modelbased program, high net worth, and individual clients. Sterling and Alta Capital have entered into an agreement whereas each firm can provide investment management, or similar services, to each other and their respective clients. These services include discretionary (sub-advisory) and non-discretionary (model) arrangements, and other advisory services as agreed upon between the firms. Sterling receives compensation from Alta Capital for the services provided under this arrangement. This arrangement is a conflict of interest as Sterling is compensated based on the assets under management/advisement and therefore this arrangement provides additional revenue for Sterling.

Desjardins Global Asset Management Inc. (“DGAM”) indirectly controls Sterling, and its main regulatory authority is the Autorité des marchés financiers where it is registered as a portfolio manager, investment fund manager, exempt market dealer and derivatives portfolio manager. It also holds registration as a portfolio manager and exempt market dealer in all other Canadian provinces and as investment fund manager in Ontario, Manitoba, Alberta, Newfoundland & Labrador. In Ontario, it also holds registration as a Commodity Trading Manager. DGAM is also registered as a securities company with the Financial Services Commission in Barbados. The firm offers investment solutions to institutional clients across Canada.

GuardCap Asset Management Limited (“GuardCap”), is a wholly owned subsidiary of Guardian Capital LP and indirectly controlled by DGAM. GuardCap is registered with the SEC as a foreign adviser and is authorized and regulated by the Financial Conduct Authority of the United Kingdom. with its principal place of business in London, United Kingdom. GuardCap is a specialist investment firm focused solely on managing concentrated, bottom-up, equity strategies constructed on an "index-agnostic" basis for institutional, wrap and model-based platform clients. Sterling and Guardcap have entered into an agreement whereas each firm can provide investment management, or similar services, to each other and their respective clients. These services include discretionary (sub-advisory) and non-discretionary (model) arrangements, and other advisory services as agreed upon between the firms. Sterling receives compensation from GuardCap for the services provided under this arrangement. This arrangement is a

conflict of interest as Sterling is compensated based on the assets under management/advisement and therefore this arrangement provides additional revenue for Sterling.

Guardian Capital LP is an indirect wholly-owned subsidiary of DGAM and is registered as a Portfolio Manager in all provinces of Canada and is an SEC-registered investment adviser. Guardian Capital LP is the manager of a group of pooled trust funds and the Guardian Capital Funds. Sterling and Guardian Capital LP have entered into an agreement whereas each firm can provide investment management, or similar services, to each other and their respective clients. These services include discretionary (sub-advisory) and non-discretionary (model) arrangements, and other advisory services as agreed upon between the firms. Sterling receives compensation from Guardian Capital LP for the services provided under this arrangement. This arrangement is a conflict of interest as Sterling is compensated based on the assets under management/advisement and therefore this arrangement provides additional revenue for Sterling. In addition, Guardian Capital LP is a sub-adviser to certain Affiliated Funds and receives an investment management fee for providing advisory services.

Guardian Partners Inc. (“GPI”) is an indirect subsidiary of DGAM. GPI is registered as a portfolio manager and exempt market dealer in each province of Canada, and as an investment fund manager in Ontario, Québec and Newfoundland & Labrador. Its principal regulator is the Ontario Securities Commission. GPI is also registered as an investment adviser with the U.S. SEC. GPI provides discretionary portfolio management services for the managed accounts of high-net-worth clients and institutional clients.

Guardian Smart Infrastructure Management Inc., is an indirect subsidiary of DGAM and is the manager of Guardian Smart Infrastructure Partners LP and Guardian Smart Infrastructure Partners A-LP, limited partnerships that invest in infrastructure projects.

ModernAdvisor Canada Inc., an indirect subsidiary of DGAM and is registered as an investment adviser in Canada.

Rae & Lipskie Investment Counsel Inc, is an indirect subsidiary of DGAM and is a registered investment adviser in the U.S. and in Canada and investment fund manager in Canada.

Sterling Capital (Cayman) Limited, a wholly owned subsidiary of Sterling that facilitates investment management services to non- U.S. companies.

Sterling may enter into arrangements with its affiliates in such matters as the provision of support services, distribution of products and services and client referrals. These arrangements will take a variety of forms including dual employee or delegation arrangements, formal sub-advisory or servicing agreements, or other formal and informal arrangements among Sterling and its affiliates. Certain potential or actual conflicts of interest within these interrelationships may or may not be readily apparent to a client or investor. Sterling may retain an affiliated investment adviser as a sub-adviser to provide advice in respect of any client account and, in appropriate circumstances, may itself be retained as a sub-adviser by any of its affiliated advisers. When Sterling manages accounts on behalf of our affiliates, it creates conflicts of interest related to Sterling’s determination to use or recommend the services of such affiliates. The services involved will depend on the types of services offered by the affiliate. The use of affiliates to provide services to clients and Sterling creates certain conflicts of interest for Sterling. Among other things, there are financial incentives for Sterling’s affiliates, including our parent company, Guardian, to favor affiliated service providers over non-affiliated service providers, and compensation of Sterling’s and its affiliates’ employees may be directly or indirectly related to the financial performance of Sterling. Sterling has adopted policies and procedures reasonably designed to appropriately mitigate conflicts of interest that arise between Sterling and our affiliates. Sterling attempts to mitigate potential conflicts and disclose such potential conflicts as appropriate. Nevertheless, there are circumstances where client interests’ conflict with Sterling’s and our employees’ interests, the interests of our affiliates and their employees, the interests of other clients, or the interests of our affiliates’ clients. Some of these conflicts of interest are inherent to our business.

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Code of Ethics Sterling has adopted a Code of Ethics (the “Code”) and associated policies and procedures that include provisions that require Sterling employees to, among other things: (i) conduct personal securities transactions in a manner consistent with the Code and associated policies and in such a manner as to avoid any actual or potential conflicts of interest; (ii) comply with applicable laws and regulations; and (iii) annually provide an acknowledgement of compliance with the Code. A copy of the Code will be provided to any client or prospective client upon request. Clients may request a copy by contacting us at the address, telephone number or email on the cover page of this document. Sterling’s Code and associated policies and procedures: (i) are reasonably designed to prevent the misuse of material, nonpublic information by employees; (ii) require employees to obtain approval prior to engaging in all covered security transactions, including those issued in private placements; (iii) restrict employees from purchasing or selling securities for their own accounts or for accounts of family members over which they have control prior to the full satisfaction of clients’ needs with respect to such securities; (iv) require employees to provide the details of all reportable personal security transactions; and (v) require employees to promptly report any violation of the Code of which they become aware. Compliance with the Code is a condition of employment, and employees must attest to receipt and understanding of the Code at least annually, or as amended. Additionally, all Sterling employees are subject to other Sterling policies and procedures that set forth restrictions regarding confidential and proprietary information, information barriers, outside business activities and gifts & entertainment. All Sterling employees are required to familiarize themselves, comply, and attest annually to their compliance with provisions of Sterling’s policies and procedures.

Participation or Interest in Client Transactions and Other Conflicts of Interest Cross Transactions Sterling does not arrange “agency cross transactions” but may arrange “cross transactions”. A "cross transaction" occurs when Sterling arranges a transaction between different advisory clients where they buy and sell securities or other instruments from, or to each other. For example, in some instances a security to be sold by one client account may independently be considered appropriate for purchase by another client account. In such cases, Sterling may, but is not required to, cause the security to be “crossed” or transferred directly between the relevant accounts at an independently determined market price. Fixed income cross transactions may be subject to markups, customary custodian fees and transfer fees, no part of which will be received by Sterling. Sterling may conduct cross trades between two eligible accounts that are executed through external brokers. Sterling generally allows cross trading if the transaction complies with our policy and is fair and equitable to both accounts. Cross trading can reduce the transaction costs for both the buying and selling accounts and may allow for other beneficial efficiencies to clients. Although cross trading presents a potential fiduciary conflict of interest, cross trading may be appropriate if we fulfill our fiduciary obligations to clients on both sides of the transaction and where best execution requirements are met and permitted by applicable laws and regulations. Sterling has policies and procedures related to such transactions and conflicts. In the case of funds or certain other advisory accounts, consent may be granted by a governing body, a committee of investors, or independent persons acting for an advisory account. In these cases, other investors will not have the opportunity to provide or withhold consent to the proposed transaction. Where a registered investment company participates in a cross trade, Sterling will comply with procedures adopted pursuant to Rule 17a-7 under the Investment Company Act of 1940 and related regulatory authority. Use of Affiliated Funds and Internally Managed Strategies Conflicts of interest arise whenever Sterling has an actual or perceived economic benefit or other incentive in connection with the management of clients’ portfolios. Conflicts will result, for example (to the extent the following activities are permitted in the account), when Sterling invests in an investment product, such as an investment company or separately managed account, managed by Sterling. Allocation of Client Assets to Affiliated Funds (including new Affiliated Funds) Sterling, where appropriate and consistent with client guidelines, may purchase for client portfolios shares of the Affiliated Funds as part of the portfolios’ investment strategy. Clients should note that Sterling has a conflict of interest and financial incentive to allocate client assets to Affiliated Funds because Sterling receives investment management and other fees from the Affiliated Funds. Sterling reduces its investment management fees with respect to investments in Affiliated Funds in client portfolios. However, this reduction in fees does not eliminate the conflict of interest, as there are other incentives such as increasing Sterling’s AUM or providing support to the Affiliated Funds such as allocating client assets to an Affiliated Fund that is small or pays higher fees to Sterling or its affiliates or to which Sterling or its affiliates provided seed capital. In addition, Sterling could have an incentive not to withdraw a client's investment from an Affiliated Fund to avoid or delay the withdrawal’s adverse impact on the underlying fund. Certain accounts managed by Sterling or its affiliates have significant ownership in certain Affiliated Funds. Sterling and its affiliates face conflicts of interest when considering the effect of redemptions on such funds and on other fund shareholders in deciding whether and when to redeem its shares. A large sale or redemption of shares by Sterling acting on behalf of its discretionary clients could result in the underlying Affiliated Fund selling securities when it otherwise would not have done so and potentially increasing transaction costs and fund expense ratios and adversely affect fund performance. A large sale or redemption could also significantly reduce the assets of the fund, causing decreased liquidity and, depending on any applicable expense caps, a higher expense ratio or liquidation of the fund. Sterling addresses these conflicts of interest by supervising the activities by Sterling employees for conformity with Sterling’s fiduciary duty to clients as codified in the Advisers Act and Sterling’s compliance policies. Clients have the right, at any time, to prohibit us from investing any of their managed assets in the Affiliated Funds.

Advisory Solutions OCIO Investment strategies may be selected from both Sterling and third-party asset managers and are subject to a due diligence review process by Sterling’s Advisory Solutions team. From this pool of strategies, the team selects those strategies that they believe fit the asset allocation goals and meets the client’s investment objectives or directives. Sterling may allocate a portion of the investment strategy to Affiliated Funds or internally managed strategies. The portion allocated to the Affiliated Funds or internally managed strategies will vary depending on the investment objective and strategy, but ranges from 0 to 100 percent. It is important to note that Sterling will receive compensation when internally managed strategies are included in the investment allocation. For assets allocated to internally managed strategies, Sterling will waive advisory or overlay fees; however, this reduction in fees does not eliminate the conflict of interest, as there are other incentives such as increasing Sterling’s AUM or providing support to the Affiliated Funds. Clients have the right, at any time, to prohibit Sterling from allocating their investment strategy in the Affiliated Funds or internally managed strategies. Proprietary Investments by the Adviser and/or its Related Persons Initial Funding & Seed Capital In the ordinary course of business, and subject to compliance with applicable regulations, Sterling, our affiliates and/or existing and future employees will from time-to-time invest in products managed by the firm, and we or such related persons may establish the initial funding (“Sterling Seed Capital”) necessary to establish new Affiliated Funds or investment accounts for the purpose of establishing a performance history for new or potential investment strategies and products (collectively, “Proprietary Accounts”). Investment by Sterling, our affiliates or our employees in Proprietary Accounts creates conflicts of interest because we may have an incentive to favor these Proprietary Accounts by, for example, directing our best investment ideas to these accounts or allocating, aggregating, or sequencing trades in favor of such accounts, to the disadvantage of other accounts. We also may have an incentive to dedicate more time and attention to our Proprietary Accounts and to give them better execution and brokerage commissions than our other client accounts. We also may waive or reduce fees for Proprietary Accounts or for certain affiliated persons who invest in such Proprietary Accounts. Sterling Seed Capital may be used to form registered investment companies, including mutual funds and ETFs, and may invest in the same securities as other client accounts. Sterling Seed Capital can be redeemed at any time generally without notice as permitted by the governing documentation and applicable regulations following the launch of a mutual fund or ETF (see Item 8 – Affiliated Fund Risks). A large redemption of shares by Sterling or its related persons could result in the Affiliated Fund selling securities when it is not desirable, accelerating the realization of capital gains and increasing transaction costs and adversely affect performance. A large redemption could significantly reduce the assets of an Affiliated Fund, causing a higher expense ratio, decreased liquidity, or liquidation of the Affiliated Fund. Sterling Seed Capital also subjects an Affiliated Fund to additional regulatory restrictions, including FINRA Rule 5130. For example, seeded funds are precluded from buying or selling certain securities, including IPOs. Where permitted, Proprietary Accounts can and frequently do, invest in the same securities as other funds and client accounts managed by Sterling. Managing Proprietary Accounts creates a conflict of interest with other investment management accounts as Sterling’s portfolio managers may be incented to focus extra attention on or allocate select investment opportunities to Proprietary Accounts. To address this conflict of interest, Sterling has established a policy to treat seeded Proprietary Accounts in the same manner as other funds and client accounts for purposes of order aggregation and allocation. Investing in Securities That Sterling Recommends to Clients Employees of Sterling and our affiliates may trade for their own accounts in securities that are recommended to and/or purchased for Sterling’s clients. As these situations may involve actual or potential conflicts of interest, Sterling has adopted policies and procedures relating to personal securities transactions, insider trading, and other conflicts of interest. These policies and procedures are intended to identify and mitigate actual and perceived conflicts of interest with clients and to resolve such conflicts appropriately if they do occur, are designed to assure that the personal securities transactions, activities, and interests of the employees of Sterling will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under these policies and procedures, certain classes of securities have been designated as exempt transactions, based upon a determination that these would not interfere

materially with the interest of Sterling’s clients. In addition, the policies and procedures require pre-clearance of many transactions and restricts trading in close proximity to client trading activity. Nonetheless, because in some circumstances employees can invest in the same securities as clients, there is a possibility that employees may benefit from market activity by a client in a security held by an employee. Employee trading is monitored to reasonably prevent conflicts of interest between Sterling and our clients.

Broker-Dealer Selection As a general practice, Sterling receives discretionary authority from our clients through our investment management agreements at the onset of an advisory relationship. Included in Sterling’s authority is the ability to: • Determine securities to be bought or sold; • Determine the amount of the securities to be bought or sold; • Select brokers and dealers through which to execute transactions on behalf of our clients; and • Determine commission rates, if any, at which transactions are effected. It is Sterling’s policy to seek to obtain best execution on client transactions. An important aspect of our discretionary investment management services includes the selection of broker-dealers. Sterling maintains a list of approved brokers used for the execution of client transactions. Broker-dealers are selected based on our evaluation of the broker-dealer’s ability to achieve best execution, the level of commissions or other compensation required by the broker-dealers, the reputation and financial strength of the firm, and, when applicable, the quality of the research services provided, among other relevant factors. For specific transactions, Sterling’s trading desks will seek to achieve best execution by selecting approved broker-dealers under the circumstances surrounding the transaction. Sterling has an established process to oversee and periodically assess the services provided by our broker-dealers. In addition to reviewing the criteria listed above, Sterling will consider the following when evaluating the brokerdealers: • Execution quality • Prompt payment and/or delivery of securities • Receipt of accurate confirmations and recordkeeping • The current financial condition and reputation of the firm • The firm’s ability and responsiveness in executing orders Research and Other Soft Dollar Benefits Brokerage is, at times, allocated to firms in exchange for certain services, such as research and brokerage, when the terms of such transactions are consistent with the guidelines set forth in Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”). Specifically, Section 28(e) sets forth a “Safe Harbor” that provides that an investment adviser that has discretion over a client account is not in breach of its fiduciary duty when paying more than the lowest commission rate available, if the adviser determines in good faith, that the rate paid is commensurate with the value of research and brokerage services provided by the broker-dealer. To fall under the Safe Harbor, the research and brokerage services must be determined to provide lawful and appropriate assistance to the investment adviser in its investment decision-making or trade execution processes. Sterling uses research materials in making investment decisions for a broad range of clients. To the extent consistent with achieving best overall execution, Sterling may allocate orders to broker-dealers that provide research information as part of their general customer service. These research services may include information on individual securities, markets, the economy, political developments, statistical information, credit analysis, risk measurement analysis, performance studies and other appropriate research products and services. Sterling receives research products and services from both proprietary (created or developed by a broker-dealer) and thirdparty research firms in connection with managing client portfolios. Proprietary broker-dealer research typically includes analyst research reports, sales brokerage coverage, conferences, and one-on-one meetings with both analysts and companies. For proprietary broker-dealer services that are “bundled” (e.g., offer trade execution and research products for one commission rate), Sterling considers a portion of the commission for trade execution and the remainder for research services.

Sterling uses brokerage services and products for executing clients’ securities transactions. Sterling’s use of brokerage services must relate to trade execution and trade implementation from the point when Sterling communicates with the broker-dealer for the purpose of transmitting a trade order, through the point when funds or securities are credited to the client account. Eligible services and products include functions incidental to effecting securities transactions, such as clearance, settlement, custody, and related communications. Trading software used to route orders and algorithmic trading software are also considered eligible brokerage services. For third-party (“soft dollar”) research and brokerage services, we predominantly use client commission arrangements (“CCAs”) with participating broker-dealers. We allocate a portion of the commission to trade execution and the remainder to research or brokerage services. We believe that using soft dollars to obtain the type of research and brokerage services mentioned above enhances our investment research and trading process, thereby increasing the prospect for higher investment returns. Services received pursuant to soft dollar arrangements may be used to benefit the account that generates the commissions as well as other accounts. Research products or brokerage services received by Sterling might also be used for functions that are not research or brokerage related. Where such product or service has a soft dollar/hard dollar (“mixed use”) component, Sterling will make a reasonable allocation according to our use and pay for the non-research or brokerage functions in hard dollars using our own funds. Sterling uses client soft dollar commissions for the benefit of our clients. However, use of client commissions for research and other soft dollar benefits creates a conflict of interest between the client and Sterling. For example: • It directly reduces Sterling’s out-of-pocket costs for those services; • It creates an incentive to select a certain broker-dealer or research product or service; • Clients may pay commission rates that are higher than would otherwise be the case if they traded solely for execution purposes; • Not all research commissions generated by a client’s trade will necessarily benefit a particular client’s portfolio; • Research products and brokerage services provided by the commission credits may benefit all clients including those not participating in a given transaction; • Soft dollar benefits may not be proportionate to soft dollar commissions generated; • Sterling may invest client assets in securities issued by the broker-dealers or their affiliates; and • Sterling may provide investment management services to the broker-dealers or their affiliates. In some cases, research services are generated by third-parties but provided to Sterling by or through brokerdealers. Although it is not possible to assign an exact dollar value to these services, they may reduce our expenses. The investment management fees paid to Sterling are not reduced because we receive such services. In accordance with the Safe Harbor, Sterling has entered arrangements for research and/or brokerage services. To facilitate payment of these services, Sterling has CCAs in place, directing the transacting broker-dealer to collect and pool commissions generated by client trades and then periodically directing the broker-dealer to pay invoices from that pool. Arrangements are reviewed by Sterling’s Best Execution Committee periodically to determine if the product or service meets the eligibility criteria of “research” or “brokerage” in the Safe Harbor; that the product or service provides lawful and appropriate assistance in Sterling’s investment decision-making responsibilities and makes a good faith determination that the client commissions paid are reasonable in relation to the value of the services received. The Best Execution Committee periodically reviews execution quality; approved brokers; use of research; client-directed brokerage arrangements; and disclosures related to best execution. Trades are executed only through firms on our approved brokers list. Sterling is not contractually obligated to direct trades to any brokerdealers in connection with these CCA arrangements. When we execute orders through these broker-dealers, clients may pay commissions higher than those obtainable from other brokers. We periodically review our total commission structure with an industry survey of comparable managers. Sterling uses a commission aggregation platform to aggregate and reconcile commission credits in one location so that all credits are housed in a segregated account. Sterling’s procedure for working with broker-dealers or thirdparty service providers using client commissions is multi-faceted. For example, portfolio managers and analysts “vote” for broker-dealers with proprietary research services at least annually. Considerations typically include but

are not limited to: (i) number of company or analyst meeting opportunities; (ii) quality of the company or analysts and their research reports; (iii) sales coverage; and (iv) conference participation. Sterling on occasion directs fixed income securities transactions to a broker-dealer that provides specialized research services, generally paying a small premium on those transactions in recognition of the value of the services provided. Participation in Fixed Price Offerings Sterling’s fixed income investment team may participate in fixed price offerings in which the firm purchases certain debt securities at the stated public offering price. These transactions may generate research credits in accordance with FINRA Rule 5141. While no markup, commission equivalent, or additional fee is paid by Sterling or its clients, the potential receipt of research credits may create an incentive for Sterling to participate in such offerings. To address this conflict of interest, Sterling’s Best Execution Committee periodically reviews investments in fixed price offerings to ensure alignment with client investment strategies and adherence to regulatory expectations. Brokerage for Client Referrals Sterling does not consider broker-dealer or third-party referrals in selecting or recommending broker-dealers. Advisory Solutions Multi-Strategy Models Trading for multi-strategy models provided to unaffiliated entities is generally not performed by Sterling. The Program Sponsor (or the applicable adviser) in turn may apply the investment models and execute trades based on the model information provided by Sterling. Registered Investment Companies and Other Pooled Vehicles The prospectus or offering document for the Affiliated Funds sets forth the types and amounts of securities that may be bought or sold by Sterling on behalf of the Affiliated Funds. The investment management agreements entered into by Sterling and the Affiliated Funds give Sterling the authority to select the brokers or dealers that will execute the purchases and sales of the securities of the Affiliated Funds’ portfolios managed by Sterling. The agreements also direct Sterling to use our best efforts to obtain the best available price and most favorable execution of these transactions. Sterling is given the authority to effect transactions at commission rates that are in excess of the minimum available commission rates when deemed appropriate by Sterling. Trading for Wrap Accounts Sterling manages accounts in several Wrap Programs that are not traded through Sterling’s trade order management system. Instead, these accounts are typically traded through each Program Sponsor’s system and thus shares are not allocated to these accounts using Sterling’s trade order management system’s computergenerated methods. Clients of Wrap Programs typically pay the Program Sponsor a single fee based on assets held at the Program Sponsor for all trading, custodial, and other services provided by the Program Sponsor. This fee precludes a client from paying the sponsor commissions on a per transaction basis. When Sterling selects another broker-dealer to affect a trade other than the Program Sponsor, typically referred to as “step-out trades” or “trading away”, an additional handling fee may be assessed by the Program Sponsor. Sterling would normally expect to trade directly with the Program Sponsor in most instances. Under certain circumstances, and if permitted by the Program Sponsor, Sterling may choose to trade away if doing so provides an overall benefit to the client. It is important that these accounts receive fair and equitable treatment regarding block trading activities. To accomplish this, Sterling’s traders employ a rotation to ensure that all of Sterling’s clients receive fair and equitable treatment over time. Trade Aggregation Sterling typically aggregates client orders, where appropriate, in an effort to obtain a more favorable execution. Aggregating trades facilitates better execution for all clients and potentially reduces the overall commission rate. Trades will be aggregated to the extent permissible by policies and procedures, client guidelines and regulations. Client-imposed investment restrictions may result in a potentially less favorable execution outside of an aggregated discretionary trade.

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Client Referrals Sterling pays referral fees to promoters for introducing clients to Sterling. All referral fees paid for clients, whether paid to employees, affiliates, or unaffiliated third parties, meet the requirements of Rule 206(4)-1 of the Advisers Act, and any applicable state securities laws. Sterling pays referral fees from its revenue; there is no additional charge to the referred client. With regard to unaffiliated promoters, the promoter and/or Sterling will clearly disclose whether the promoter making the referral is a current client, whether there is cash or other form of compensation paid including the terms of the compensation, and any material conflict of interest resulting from the business relationship between Sterling and the promoter. Payments to Financial Intermediaries for Sterling Capital Funds Sterling and/or its affiliates will, under certain circumstances, pay out of our own assets (and not as an additional charge to an Affiliated Fund or an Affiliated Fund shareholder) compensation to selected affiliated and unaffiliated brokers-dealers and other financial intermediaries in connection with the sale and distribution of the shares and/or the retention and/or servicing of Affiliated Fund investors and Affiliated Fund shares. These payments, sometimes referred to as “revenue sharing” payments, are payments over and above any sales charges (including Rule 12b-1 fees) and service fees paid by the Affiliated Funds, which are described in the Affiliated Fund’s prospectus. These additional payments may be made to supplement commissions allowable to dealers, and will take various forms, including: (1) due diligence payments for a financial intermediary’s examination of the Funds and payments for employee training and education relating to the Affiliated Funds; (2) listing fees for the placement of the Affiliated Funds on a financial intermediary’s list of mutual funds available for purchase by its clients; (3) fees for providing assistance in promoting the sale of shares; (4) payments in connection with attendance at sales meetings for the promotion of the sale of shares; and (5) payments for the sale of shares and/or the maintenance of share balances. The amount of these payments is determined at the discretion of Sterling and/or its affiliates and, from time to time, may be substantial, and may be different for different financial advisors. Receipt of, or the prospect of receiving, this additional compensation may influence the financial intermediary’s recommendation of an Affiliated Fund or of a particular share class of an Affiliated Fund. Sterling and its affiliates are motivated to make the payments described above since they promote Affiliated Fund sales and the financial intermediary’s client investment retention in the Affiliated Funds. To the extent financial intermediaries sell or retain more Affiliated Fund shares in their clients’ accounts, Sterling and its affiliates benefit from the incremental management and other fees the Affiliated Funds pay based on those assets. The Affiliated Funds’ Prospectus and Statements of Additional Information contain details of the compensation. Payments to Financial Intermediaries for Marketing Support Sterling pays compensation, known as “revenue sharing,” to certain financial intermediaries relating to marketing and platform services to be provided by the third party with respect to certain investment product(s) issued or offered by Sterling, including Affiliated Funds, investment models and separately managed accounts. The marketing support includes the preparation of fact sheets and other explanatory materials with respect to Sterling’s products and services and event sponsorship. Sterling will pay a percentage fee based on the annual revenue of such arrangement. Receipt of, or the prospect of receiving, this additional compensation may influence the financial intermediary’s recommendation of Sterling’s products or services. Sterling and its affiliates are motivated to make the payments described above since they promote the firm. Sterling and its affiliates benefit from the incremental management and other fees the financial intermediary pays based on those assets. Non-Cash Compensation From time to time, we may receive indirect benefits from service providers or third-party vendors in the form of gifts and entertainment (e.g., tickets to sporting events, etc.) or participation in an educational event which may include non-cash compensation in the form of travel, meals, entertainment and attendance for educational conferences, training events and due diligence trips for our employees. This practice is a conflict as the payments provide an incentive for our employees to recommend investment products whose sponsors provide these forms of compensation. When received, these occasions are evaluated to ensure they are reasonable in value and customary in nature to ensure their occurrence does not present any conflicts of interest.

Promotional and Educational Support Sterling actively educates consultants, broker-dealers, and other financial intermediaries about its advisory services and products. Sterling sponsors educational events where its employees meet with the financial intermediaries and sometimes their clients. Sterling will use its resources to pay for all or part of the costs associated with the educational events including travel, meals, entertainment and attendance at educational conferences, training events and due diligence trips. This practice is a conflict as the payments provide an incentive for the financial intermediary to recommend Sterling’s investment products.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of Sterling. Sterling does not have any material disciplinary events or matters to disclose.

General Description Members of Sterling’s portfolio management teams are responsible for periodically reviewing advisory accounts. Depending on the nature of the client’s portfolio, the client’s own monitoring capabilities, the type of advice, and the arrangements made with the client, the frequency of reviews range from daily to quarterly. The level of review may encompass the entire portfolio, a section of the portfolio, or a specific transaction or investment. The frequency of the review depends upon a variety of factors such as the risk profile of the portfolio, the portfolio’s activity level, the volatility of the asset allocation sectors in which the portfolio is invested, and the client’s preferences, if any. Compliance with investment guidelines for advisory accounts is generally determined at time of purchase of securities or other investments. However, from time to time, there may exist certain circumstances when compliance with applicable investment guidelines will be tested as of the next occurring post-trade compliance check. Factors Triggering A Review Additional review may occur for reasons including changes in a client’s investment objective or policies, changes in security positions, changes in market conditions or when significant events occur that are expected to affect the value of the portfolio. Client Reports Sterling provides direct contract advisory clients with written reports on a monthly or quarterly basis, or as otherwise agreed to with the client. These reports generally include (i) a portfolio valuation; (ii) a summary of acquisitions and disposals; (iii) a summary of cash movements; (iv) portfolio positioning; and (v) a performance summary. Formal client review meetings are generally conducted on a regular basis at intervals selected by the client. During these reviews, the investment results and portfolio strategy are discussed. In addition, client objectives and risk tolerance are reviewed. For Managed Account Platform clients, account reviews and reports will differ and are dependent on the terms of agreement between the client and the Program Sponsor. Please refer to Item 15 – Custody for additional information about reports provided to clients regarding custody. We suggest to our clients that they compare the information they receive from Sterling, including invoices and periodic reports, to the statements they receive from their custodians. Sterling’s reports may vary from the custodial statements based on account procedures, reporting dates, or valuation methodologies of certain securities.

Sterling does not act as a custodian for client assets. Client assets are held at a qualified custodian (e.g., brokerdealer, bank, or other qualified custodian), and registered in the name of the client. However, under the Advisers Act, Sterling may be “deemed” to have constructive custody of client assets in certain circumstances, including where: (i) Sterling has the authorization to deduct or draft advisory fees from a client’s investment or bank account; (ii) Sterling has been given client authorization to transfer funds or securities from a client’s account to a predesignated third-party; (iii) Sterling has online access to client’s other investment accounts; and (iv) where the terms of an agreement between a client and a qualified custodian inadvertently gives Sterling powers that may be construed as custody over such client’s assets (collectively, “inadvertent custody”). In the case of Affiliated Funds, the Affiliated Funds have arrangements with qualified custodians as disclosed in the relevant fund offering documents. In the case of separately managed accounts, clients must select and appoint their own custodians, whose services and fees are separate from Sterling’s fees. Clients are responsible for arranging all custodial services, including negotiating custody agreements and fees, and opening custodial accounts pursuant to a separate custody agreement. Sterling does not endorse or guarantee the service (custody or other services) of any custodian. The client is responsible for performing due diligence in selecting and entering into a separate agreement with such custodian. Sterling is not responsible for the selection or ongoing monitoring of client custodians, and Sterling is not responsible for any services of the custodian or for the performance or nonperformance of any services provided pursuant to the custodial or other services agreement. Clients receive account statements directly from their custodian and should carefully review those statements. In addition, clients are urged to compare the account statements that they receive from their qualified custodians with any reports they receive from Sterling. Sterling’s reports may vary from the custodial statements based on account procedures, reporting dates, or valuation methodologies of certain securities.

Sterling provides discretionary investment management services to clients. Sterling and the client enter into an investment management agreement, or other document, at the onset of the advisory relationship. This investment management agreement allows Sterling, without obtaining client consent, to implement investment decisions on the client’s behalf. Sterling generally receives discretionary authority from clients (or a client’s agent, such as a Program Sponsor in the context of discretionary Wrap Programs) to select and to determine the type of securities and the quantity of securities or financial instruments to be bought or sold for the client’s portfolio. Sterling is guided by the investment objectives, guidelines, and restrictions that are developed in consultation with clients. These guidelines usually include the investment objective, risk level, and the types and amounts of securities that will make up the portfolio. Included in our discretionary authority is the ability to select broker-dealers through which to execute transactions on behalf of clients, and the commission rates, if any, at which transactions are affected. We may accept direction from the client or agree to limitations with respect to our discretion regarding which broker-dealers are to be used and what commissions are to be paid. If a client directs us or limits us by providing specific instructions to use a particular broker-dealer or by providing us with particular instructions for trading, the client should be aware that

Sterling may have opportunity risk and may not be in a position to freely negotiate commission rates or spreads, obtain volume discounts on aggregated orders, or to select broker-dealers on the basis of best price and execution. Portfolios with special instructions may incur higher commissions, create disparity in portfolio investments, and result in greater spreads or less favorable execution on some transactions than would be the case if Sterling were free to select the broker-dealer. In situations where the client directs our firm to effect portfolio transactions through a particular broker-dealer, we will require the client to provide these directions in writing. The major consideration in allocating brokerage business is the pursuit of best execution on all transactions effected for all portfolios. As discussed in Item 12 – Brokerage Practices, Sterling may allocate brokerage to firms that supply research and brokerage services, statistical data, and other services when the terms of all transactions and the capabilities of different broker-dealers are consistent with the guidelines set forth in the Safe Harbor. For Wrap Program accounts, Sterling’s discretionary authority is limited by the selected mandate’s investment strategy and may be further limited by reasonable, client-imposed and Sterling agreed upon restrictions. With respect to certain portfolios, such as registered investment companies, Sterling’s authority to trade securities may also be limited by certain securities, tax, and other laws that may, for example, require diversification of investments and impose other limitations. While clients of Wrap Programs typically pay the Program Sponsor a single fee based on assets held at the Program Sponsor, under certain circumstances, a security may be purchased away from the custodian brokerage firm and a minimal charge could apply for accepting such delivery, so long as the net result to the client would be advantageous. Sterling provides non-discretionary investment management services to certain clients. Some clients may grant Sterling limited discretion with respect to the assets in their portfolio (e.g., the client may require that Sterling seek the client’s approval prior to any buy or sell transaction in the client’s portfolio). In these instances, Sterling’s ability to transact on behalf of the client will be limited.

Proxy Voting The following describes the procedures through which Sterling votes proxies in accordance with Rule 206(4)-6 under the Advisers Act on behalf of all clients for which Sterling has been delegated proxy voting responsibility. When employing the services of a sub-adviser, we generally delegate the responsibility to review proxy proposals, make voting recommendations and cast votes to the sub-adviser. General Policy Sterling has adopted a Proxy Voting Policy, available to clients upon request, which is designed to vote proxies for the best interests of clients and mitigate potential conflicts of interest. Sterling currently utilizes the services of an independent proxy voting service, Glass, Lewis & Co. (“Glass Lewis”). Glass Lewis conducts extensive research on factors relevant to proxy voting, such as company management, policies, and practices. Based on its research and experience, Glass Lewis has designed and maintains several proxy voting guidelines. These guidelines leverage Glass Lewis’ expertise in best practices among corporate issuers in matters related to governance and shareholder rights and value creation. Sterling has engaged Glass Lewis to provide analysis and to vote proxies on behalf of all clients who delegate their proxy voting rights to Sterling. While clients are always free to vote their own proxies, for those that delegate proxy voting to Sterling, we have approved certain Glass Lewis proxy voting guidelines for voting our client’s proxies. Sterling reserves the right to vote proxies in a manner that is different than the vote recommended by Glass Lewis or to utilize the services of another independent proxy voting service in our sole discretion. Glass Lewis uses an electronic vote management system that automatically populates each ballot with vote recommendations based on the specific proxy voting guideline selected by Sterling, thereby enabling the automatic submission of votes in a timely and efficient manner. The pre-population of voting recommendations on a ballot adheres to Sterling’s selected proxy voting guidelines. Under no circumstances is Glass Lewis authorized to deviate from the proxy voting guidelines set by Sterling without direction from Sterling.

As part of the normal and customary ongoing security analysis and portfolio management function, our equity investment team members review proxy materials and related research publications to inform their views on issuer proxy measures. Based upon the proxy review and analysis, Sterling may choose to override the Glass Lewis recommendation if deemed in the client’s best interest. Sterling understands the importance of exercising our clients’ votes and will take all reasonable steps to exercise this right. However, in some circumstances, it is impractical or sometimes impossible for Sterling to vote. The following highlights some potential instances in which a proxy may not be voted:

Voting in certain countries requires “share blocking.” Shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting with a designated depositary. During this blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares are returned to the client’s custodian banks. Sterling may determine that the value of exercising the vote is outweighed by the detriment of not being able to sell the shares during this period. In cases where Sterling has determined to retain the ability to trade shares, Sterling may abstain from voting those shares. A list of the countries that meet this description is available upon request. The costs of voting (e.g., custodian fees, vote agency fees, etc.) in emerging and other international markets may be substantially higher than in the United States. As such, Sterling, through Glass Lewis, may limit voting on securities in instances where the issues presented are unlikely to have a material impact on shareholder value. Sterling may choose not to vote a proxy if Sterling believes it would be the client’s interest to make it difficult for the issuer to obtain a quorum or if Sterling believes the cost of voting these proxies outweighs any possible benefit to the client. When Sterling assumes management of an account, the existing securities in the account may be sold. However, if the client was a shareholder of record on the execution date, Sterling may receive proxies for these securities. In these instances, Sterling will not vote such proxies as the companies are no longer held in the client’s account and have no economic value for the client. In limited circumstances, other market-specific impediments to voting shares may limit Sterling’s ability to cast votes, including, but not limited to, late delivery of proxy materials, untimely vote cut-off dates, power of attorney and share re-registration requirements, or any other unusual voting requirements. In these limited instances, Sterling will vote on a best efforts basis. If a client lends securities, Sterling will vote the securities’ shares as reported by client’s custodian.

Circumstances Where Sterling May Generally Rely on the Recommendations Glass Lewis Quantitative, Index and Index-Like Accounts Generally, proxies related to securities held in accounts and funds (or a portion thereof) that are managed pursuant to quantitative, index or index-like strategies will be voted in the same manner as those held in actively managed accounts. Sterling refers to this approach as “Majority Voting”. This process of Majority Voting ensures that these strategies benefit from the engagement and dialogue of our active investors. In the absence of overlap between the strategies, these strategies will vote in line with the Glass Lewis guidelines. Portfolio managers and analysts for accounts employing Majority Voting retain full discretion to override Majority Voting and to vote the shares as they determine to be in the best interest of those accounts, absent certain types of conflicts of interest. Advisory Solutions Accounts Generally, proxies related to securities held in accounts and funds (or a portion thereof) that are managed in accordance with third-party (e.g., sub-advisers, model providers) recommendations and overseen by Sterling’s Advisory Solutions team will be voted by Majority Voting. In the absence of overlap between the strategies, these strategies will vote in line with the Glass Lewis guidelines. Portfolio managers and analysts for accounts employing Majority Voting retain full discretion to override Majority Voting and to vote the shares as they determine to be in the best interest of those accounts, absent certain types of conflicts of interest.

Conflicts of Interest In certain circumstances, Sterling may have a relationship with an issuer that could pose a conflict of interest when voting shares of that issuer on behalf of clients. If Sterling has a material conflict of interest with the issuer, the proxy will be voted according to Glass Lewis recommendation and will not be overridden. Records of Proxy Voting Upon request, and as available via Glass Lewis, Sterling will disclose to our clients how Sterling voted such client’s proxies. In addition, a client may obtain a copy of Sterling’s Proxy Voting Policy and information as to how the proxies have been voted by contacting Sterling at the address, telephone number or email on the cover page of this document. Form N-PX is used by investment companies and institutional investment managers to file reports with the SEC containing the required proxy voting records for the most recent 12-month period ending June 30. Form N-PX must be filed no later than August 31 of each year. Monitoring of Glass Lewis Sterling monitors the services provided by Glass Lewis to evaluate whether it has the ability to analyze proxy issues and make recommendations in the best interests of Sterling’s clients. Monitoring of Glass Lewis includes: • Sampling of votes cast by Glass Lewis to confirm that the Vote Guidelines selected by Sterling are being followed; • Conducting meetings with Glass Lewis personnel to determine if they continue to have the capacity and competency to carry out their proxy obligations; • Reviewing Glass Lewis policies and procedures, with a particular focus on those relating to identifying and addressing conflicts of interest and ensuring that current and accurate information is used in creating recommendations; and • Requesting Glass Lewis notify us if there is material change to their policies and procedures, particularly with respect to conflicts, or material business practices (e.g., entering or exiting new lines of business), and reviewing any such change. Review of Policy From time to time, Sterling reviews our Proxy Voting Policy and the services provided by Glass Lewis to determine whether the continued use of Glass Lewis and the Glass Lewis recommendations are in the best interests of clients. Sterling may, in our sole discretion, make any changes to our independent proxy voting service provider. Other Proxy Voting Arrangements With respect to those client portfolios where Sterling is not authorized to vote proxies, clients should arrange to receive proxy material directly from their custodians. In certain Wrap Program accounts, Sterling may not be delegated the responsibility to vote proxies on behalf of the Wrap Program accounts, instead the Program Sponsor or another service provider may vote such proxies. Clients in such Wrap Programs should contact the sponsor for a copy of the Program Sponsor’s proxy voting policy. Litigation, Class Actions and Bankruptcies As an investment manager Sterling may be asked to decide whether to participate in litigation, including by filing proofs of claim in class actions, or bankruptcy proceedings for assets held in a portfolio. It is the client’s responsibility to monitor and analyze their portfolio and consult with their own advisers and custodian about whether it may have claims that it should consider pursuing. Sterling will not handle or otherwise process any potential “class action” claims or similar settlements that clients may be entitled to for securities held in client portfolios. Generally, clients will receive the paperwork for such claims directly from their account custodians. Each client should verify with their custodian or other account administrator whether such claims are being made on the client’s behalf by the custodian or if the client is expected to file such claims directly. Sterling will provide such assistance to clients, or their agents and advisers, as we are reasonably capable of providing, but Sterling does not accept responsibility for responding to class action notifications and expressly disclaims liability for the failure to respond to such notifications.

Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about Sterling’s financial condition. Sterling has no financial commitment that impairs our ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. Privacy For details on how Sterling shares your personal information, please refer to Appendix B - Sterling’s Privacy Notice. In addition, please visit sterlingcapital.com/legal/privacy/ for details about Sterling’s privacy practices and your privacy rights.

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Appendix A – Sterling’s Fee Schedule Sterling Institutional Separately Managed Accounts – Equity Mid Cap Relative Value, Real Estate First $10 million 0.85% Next $15 million 0.70% Thereafter 0.60% Minimum Initial Investment $10 million Equity Income, Special Opportunities, Focus Equity First $25 million 0.70% Next $25 million 0.60% Next $25 million 0.50% Thereafter 0.40% Minimum Initial Investment $10 million Insight Equity Group Small Cap Relative Value First $25 million 1.00% Thereafter 0.75% Minimum Initial Investment $10 million Small Cap Value Focused Factor 0.60% First $50 million Next $50 million 0.55% Thereafter 0.50% Minimum Initial Investment $10 million Large Cap Value Focused Factor 0.45% First $250 million 0.35% Next $250 million 0.25% Thereafter $10 million Minimum Initial Investment Sterling Institutional Separately Managed Accounts – Fixed Income Ultra Short Duration (Cash Management and Enhanced Cash) First $100 million 0.12% 0.10% Next $200 million 0.08% Thereafter $50 million Minimum Initial Investment Short Duration Fixed Income First $100 million Next $100 million Thereafter Minimum Initial Investment

0.15% 0.125% 0.10% $25 million

Intermediate, Core and Long Duration Fixed Income First $50 million 0.25% Thereafter 0.20% Minimum Initial Investment $20 million

High Yield First $50 million Thereafter Minimum Initial Investment

0.50% 0.45% $20 million

Intermediate Fixed Income Municipal First $10 million 0.35% Next $40 million 0.25% Thereafter 0.15% Minimum Initial Investment $20 million Multi Strategy Income First $50 million Thereafter Minimum Initial Investment

0.45% 0.40% $20 million

Sterling Managed Fixed Income Accounts – Taxable Strategies Taxable Strategy Minimum Investment Core SMA $500,000 Enhanced Cash SMA $500,000 Enhanced Cash Gov SMA $500,000 Full Term Gov/Credit SMA $250,000 Intermediate Gov SMA $250,000 Intermediate Corp SMA $250,000 Intermediate Gov/Credit SMA $250,000 Short Term Gov SMA $250,000 Short Term Corp SMA $250,000 Short Gov/Credit SMA $250,000

Annual Fee 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20%

Sterling Managed Fixed Income Accounts – Municipal Strategies Municipal Strategy Minimum Investment Muni Enhanced Cash SMA $500,000 Muni Extended Intermediate SMA $250,000 Muni Intermediate SMA $250,000 Muni Short Intermediate SMA $250,000 Muni Short Term SMA $250,000 State Specific/Focused Extended Intermediate SMA $250,000 State Specific/Focused Intermediate SMA $250,000 State Specific/Focused Short Intermediate SMA $250,000 State Specific/Focused Short Term SMA $250,000 Strategic National Municipal SMA $500,000

Annual Fee 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20% 0.20%

Intermediate Government Credit Total Return (no longer available for new clients) First $5 million 0.28% 0.25% Next $5 million 0.23% Thereafter

Sterling OCIO Services (Advisory Solutions) First $50 million 0.25% Next $50 million 0.20% Next $100 million 0.15% Thereafter 0.10% Minimum Annual Fee $50,000 Direct Indexing and Ultra Tax Management Solutions The minimum account size for U.S. Large Capitalization companies is $250,000. Fees are negotiated based on a wide range of client specific attributes involved in each engagement. Family Office and Foundations Investment management fees are based on the following annual rate on total AUM. Fees may be paid in advance or arrears depending on the client relationship. Minimum investment required is $10 million in the aggregate and minimum annual fee is $10,000. From time to time, Sterling may charge a flat fee for services rendered other than investment management. This fee is negotiable and will be determined at the time of service. Equity First $5 million Next $10 million Next $10 million Thereafter

1.00% 0.75% 0.65% 0.50%

Fixed Income First $5 million Next $5 million Thereafter

0.50% 0.40% 0.25%

Sterling Managed Account Platforms Wrap Programs Annual Fee 0.30%-0.60% on all program assets depending on selected strategy Minimum Initial Investment $100,000 Model Programs Annual Fee 0.20%-0.50% on all model-based assets depending on selected strategy* *Fees charged by Sterling to affiliated and unaffiliated Model Program Sponsors do not include underlying manager fees. Sterling’s fees are charged directly to individual clients or the external investment platform sponsors. [remainder of page intentionally left blank]

Appendix B – Privacy Notice

Facts

WHAT DOES STERLING CAPITAL MANAGEMENT LLC DO WITH YOUR PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. The types of personal information we collect and share depend on the product or service you have with us. This information can include:

What?

  

Social Security number and account transactions income and investment experience risk tolerance and assets

When you are no longer our customer, we continue to share your information as described in this notice.

How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Sterling Capital chooses to share; and whether you can limit this sharing. Does Sterling Capital share?

Can you limit this sharing?

For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus; or as permitted by law.

Yes

No

For our marketing purposes — with service providers to offer our products and services to you

Yes

No

For joint marketing with other financial companies

No

We don't share

For our affiliates’ everyday business purposes — information about your transactions and experiences

Yes

No

For our affiliates’ everyday business purposes — information about your creditworthiness

No

We don't share

For our affiliates to market to you

Yes

Yes

For nonaffiliates to market to you

No

We don't share

Reasons we can share your personal information

To limit our sharing

Please call 877-835-4836 to leave a message and a Sterling Capital representative will return your call. Please note: If you are a new client, we can begin sharing your information 30 days from the date we provided this notice. When you are no longer our client, we can continue to share your information as described in this notice. However, you can contact us at any time to limit our sharing.

Questions?

Please call 877-835-4836 to leave a message and a Sterling Capital representative will return your call.

Who we are Who is providing this notice?

This notice is provided by Sterling Capital Management LLC.

What we do How does Sterling Capital protect my personal information?

How does Sterling Capital collect my personal information?



We collect your personal information, for example, when you:   

Why can’t I limit all sharing?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. Our employees are bound by our Code of Ethics and policies to access consumer information only for legitimate business purposes and to keep information about you confidential.

tell us about your investment or retirement portfolio or enter into an investment advisory contract seek advice about your investments or give us your income information give us your contact information.

Federal law gives you the right to limit only:   

sharing for affiliates’ everyday business purposes — information about your creditworthiness affiliates from using your information to market to you sharing for nonaffiliates to market to you.

State laws and individual companies may give you additional rights to limit sharing. What happens when I limit sharing for an account I hold jointly with someone else?

Your choices will apply to everyone on your account.

Definitions Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies. 

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies. 

Joint marketing

Our affiliates include certain financial companies with a Desjardins or Guardian name such as Guardian Capital Group Limited, Guardian Capital LP, and Desjardins Global Asset Management Inc. Affiliates also include Alta Capital Management, LLC and Agincourt Capital Management, LLC.

Sterling Capital does not share with nonaffiliates so they can market their services to you.

A formal agreement between nonaffiliated financial companies that together market financial products or services to you. 

Sterling Capital does not jointly market.

Other important information

You may have other privacy protections under some state laws. We will comply with applicable state laws as to information about you. Accounts with California and Vermont addresses will be treated as if you opted out of sharing information among our affiliates. California residents only: In addition to this Privacy Notice, please refer to the Sterling Capital California Consumer Privacy Act Privacy Notice located on Sterling’s website at www.sterlingcapital.com.

Appendix C – ERISA Section 408(b)(2) Notice

Sterling Capital Management LLC Guide to Services and Compensation ERISA Section 408(b)(2) Notice The following is a guide to important information that you should consider in connection with the services to be provided by Sterling Capital Management LLC (the “Firm” or “we” or “us”) in respect of your employee pension benefit plan or trust (the “Plan”). This information is intended to satisfy the disclosure requirements under 29 C.F.R. §2550.408b-2(c)(1)(iv), to the extent applicable. Should you have any questions concerning this guide or the information provided to you concerning our services or compensation, please do not hesitate to contact your Relationship Manager.

Required Information

Description and/or Location(s) 1

Services. Description of the services that Sterling will provide to the Plan. Status. Whether Sterling will provide services directly to the Plans(s) as an ERISA fiduciary and/or as an investment adviser under the Investment Advisers Act of 1940.

Sterling has been retained to provide investment management services to the Plan. Please refer to the Firm’s Investment Advisory Agreement for the Plan (as may be amended from time to time), which provides that the Firm will provide certain investment–related services in respect of the Plan as an investment adviser registered with the U.S. Securities and Exchange Commission under the U.S. Investment Advisers Act of 1940, as amended, and as a “fiduciary” within the meaning of 3(38) or a “co-fiduciary” under Section 3(21) of ERISA.

Direct Compensation. Compensation that Sterling expects to receive directly from the Plan.

Please refer to the Investment Advisory Agreement.

Indirect Compensation. Compensation Sterling will receive from other parties that are not related to the Firm.

Sterling receives a fee (generally expressed as a percentage of assets under management) for providing investment management services to the Plan. Please refer to the Investment Advisory Agreement. To assist in the investment management process the Firm may use client brokerage commissions to purchase research and brokerage services, such as stock screening and research tools as well as quotation and trade execution services. Research thus obtained does not have a quantifiable dollar value. Please refer to the Investment Advisory Agreement and the Firm’s ADV Part 2A for the full disclosure of brokerage and execution practices including research and the use of soft dollars. In accordance with industry practice, we and our affiliates may, from time to time, receive non-monetary gifts and gratuities, such as promotional items (coffee mugs, calendars, gift baskets, etc.), meals and entertainment (collectively, “gifts”) from third parties. For this

1This guide includes summary information. We suggest that you review the entirety of the referenced materials and

documents, all of which should have been provided to you. If you would like to request additional copies of referenced materials and documents, please contact us. This guide is not intended as an agreement for services; nor is it intended to change, modify, or otherwise amend the referenced materials and documents or any other existing agreements between the Plan and the Firm.

purpose, we allocate the value between clients in accordance with a reasonable allocation methodology. Fees and Expenses related to the Plan’s Sterling-Sponsored Funds2.

Please refer the Sterling-Sponsored Funds’ Prospectus.

Compensation paid among related parties. Compensation that will be paid among Sterling and related parties if set on a transaction basis or charged directly against the Plan’s investment and reflected in the net asset value of the investment.

Not applicable, as the Firm does not reasonably expect that compensation will be paid among the Firm and related parties.

Compensation for termination of contract or arrangement. Compensation Sterling will receive if the Plan terminates our service.

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