Sterling Fund Management LLC

Sterling Partners is a private equity firm that was founded in 1983 and has been active in private equity investments since 1986. Sterling Fund Management, LLC (“SFM”)1 is Sterling Partners’ affiliated investment adviser for its private equity investment business unit. The principal owner of SFM is SFM Interco LLC, which is wholly owned by Sterling Fund Management Holdings, L.P. Each of Douglas L. Becker, R. Christopher Hoehn-Saric and Steven M. Taslitz owns 25% or more of SFM through each person’s ownership of Sterling Fund Management Holdings, L.P. References to Sterling Partners in this Brochure include, as the context requires, SFM and affiliated entities through which Sterling Partners provides investment advisory services or that act as general partner of (or in another equivalent management position for), and/or receive advisory fees from, the Funds (as defined below). References to “person” in this Brochure include, as the context permits, natural persons and entities. SFM provides investment advisory services to (1) private equity investment funds sponsored or organized by Sterling Partners to invest in multiple portfolio companies as further described below (the “Main Sterling Funds”), (2) investment vehicles established by Sterling Partners or its related persons from time to time on a transaction-by-transaction basis to invest alongside one or more Main Sterling Funds in a particular investment opportunity (the “Co-Investment Funds”), and (3) investments on a deal-by-deal basis unassociated with a Main Sterling Fund supported by third party capital managed by Sterling Partners (the “Single Investment Vehicles”). Sterling Partners from time to time also establishes other investment vehicles as Funds (as defined below) for the purpose of purchasing one or more investments from another Fund (often where the selling Fund is approaching the end of its term) (“Continuation Vehicles”). The first Main Sterling Fund was formed in 2000 and SFM was formed at that time. A related person of Sterling Partners generally acts as the general partner of (or in another equivalent management position for) each Main Sterling Fund. The Co-Investment Funds are typically limited to investing in securities relating to the single company with respect to which they were established. As a result, Sterling Partners is investing outside of the Main Sterling Funds for new investment activity. Within this approach, Sterling Partners is investing and managing Single Investment Vehicles on a deal-by-deal basis across a variety of industries, growth stages and structures in standalone funds or other investment vehicles. The Main Sterling Funds, Co-Investment Funds, Continuation Vehicles and Single Investment Vehicles are collectively referred to herein as the “Funds”. The Funds are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and their securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). Sterling Partners’ primary investment focus for the Main Sterling Funds is investments in privatelyheld operating companies (including publicly-traded companies being taken private) in a variety of industries including healthcare services, business services and education. These investments primarily take the form of unregistered equity of U.S. and non-U.S. companies and generally represent controlling interests in such companies. Although the primary investment focus of each Main Sterling Fund is on private equity investments, Sterling Partners from time to time

recommends other types of investments (such as publicly-traded equity) to the extent consistent with the respective Main Sterling Fund’s investment strategy and objectives and its Governing Documents (as defined below). Sterling Partners’ advisory services consist of investigating, identifying and evaluating investment opportunities; structuring, negotiating and making investments on behalf of the Funds, as applicable; managing and monitoring the performance of such investments; and disposing of such investments on behalf of the Funds, as applicable. Sterling Partners tailors its advisory services to the specific investment objectives and restrictions of each Fund set forth in each Fund’s limited partnership agreement, confidential private placement memorandum and other governing documents (collectively, the “Governing Documents”). Investment advice is provided directly to the Funds and not individually to the investors in the Funds, subject to the discretion and control of the applicable general partner. Investors and prospective investors of each Fund should refer to the Governing Documents of that Fund for complete information on the investment objectives and investment restrictions with respect to that Fund. There is no assurance that any of the Funds’ investment objectives will be achieved. In accordance with common industry practice, one or more of the Funds or their general partners enter into “side letters” or similar agreements with certain investors pursuant to which such Fund or its general partner grants the investor specific rights, benefits, or privileges that are not made available to investors in such Fund generally. Such “side letters” or similar agreements typically are only disclosed to investors that negotiate for the right to review them. Investment opportunities that Sterling Partners recommends to the Funds, including co-investment opportunities, are allocated in accordance with Sterling Partners’ investment allocation policy described in the subsection “Side-by-Side Management” in Item 6 below. Sterling Partners does not participate in any wrap fee programs. Sterling Partners manages assets of certain Funds on a discretionary basis and other Funds on a non-discretionary basis, each in accordance with the terms and conditions of the applicable Fund’s Governing Documents. As of December 31, 2025, Sterling Partners had $461,646,186 in regulatory assets under management, none of which are managed on a non-discretionary basis. As noted in Item 10 below, Sterling Partners Quantitative Investments LLC (“SPQI”), a related person of SFM, is also a commodity pool operator and a commodity trading advisor registered with the Commodity Futures Trading Commission and a member of the National Futures Association. This Brochure relates to the advisory activities of SFM and not SPQI or its related advisory activities.

Compensation and Fee Schedules As compensation for investment advisory services rendered to the Main Sterling Funds, Sterling Partners typically receives an advisory fee from each of the Main Sterling Funds (each, an “Advisory Fee”), which is generally equal to 2% of (1) commitments during the investment period

of such Fund or (2) the active cost basis of investments thereafter, as set forth in the Governing Documents of the relevant Main Sterling Fund. Advisory Fees payable by a Main Sterling Fund generally are reduced by some or all of certain other fees or compensation received by Sterling Partners or its employees that relate to such Main Sterling Fund’s activities and investments (as described in more detail in the subsection titled “Economic Benefits Received from Third Parties” in Item 14), by certain organizational or other expenses borne by such Main Sterling Fund (as described in more detail below in this Item 5). Advisory Fees paid by a Main Sterling Fund are indirectly borne by the investors in such Main Sterling Fund. More specifically, on a date specified in the Governing Documents of a Main Sterling Fund (the “Stepdown Date”), the Advisory Fee customarily decreases and is thereafter calculated based on the amount of active cost basis associated with the Main Sterling Fund’s investment(s) in portfolio companies that are not, among other things, permanently written off for tax purposes (such investments, “Investments Written Off for Tax Purposes”) or with respect to which the Main Sterling Fund has disposed of its securities in a portfolio investment (each a “Disposition”). Because Advisory Fees are calculated based on active cost basis following the Stepdown Date, the Governing Documents of the Main Sterling Funds do not require any reduction or refund of Advisory Fees following any dividend, distribution (including those arising from dividend recapitalizations), reorganization, restructuring, roll-over investment, or similar transactions where the Fund has not disposed of its securities in the portfolio company, even if the value of the Fund’s securities has been reduced (including materially reduced) (each a “Recap Distribution”) or any decrease in value (whether temporary or permanent), in each case except to the extent such events constitute a Disposition or Investments Written Off for Tax Purposes. As a result, the Advisory Fees generally will not track changes in the fair value of any individual investment or of a Main Sterling Fund. The Governing Documents generally do not provide for the reimbursement or refund of Advisory Fees in the event of Dispositions or Investments Written Off for tax Purposes occurring mid– calculation period or if the methodology for calculating Advisory Fees changes during the calculation period (e.g., because of the occurrence of a stepdown in the Advisory Fee). Sterling Partners has previously restructured three of its Main Sterling Funds, whereby a new investment vehicle purchased the limited partner interests of certain investors in the Main Sterling Fund which chose to sell. Any Advisory Fees associated with a restructured fund are negotiated with the new investors in the new vehicle and may differ from investors who did not sell and the restructured fund fees may be higher than fees paid by limited partners who chose to not sell in the transaction. A restructuring of an investment or portfolio company in a Fund may not however under specific circumstances reduce the Advisory Fees borne by a Fund. Sterling Partners generally does not receive an Advisory Fee from the Co-Investment Funds. Any Advisory Fees received by Sterling Partners from the Co-Investment Funds are negotiated on a vehicle-by-vehicle basis. Upon formation of a Single Investment Vehicle, Sterling Partners can receive an Advisory Fee from such Single Investment Vehicle or receive compensation directly from a portfolio company, which will be negotiated on an individual basis and will be paid consistent with Governing Documents of such Single Investment Vehicle.

In addition, a related person of Sterling Partners, as general partner of a Main Sterling Fund, will typically receive certain allocations calculated and charged based on a share of capital gains on or capital appreciation of the assets of such Main Sterling Fund, as negotiated and determined at the time such Main Sterling Fund is established and as set forth in its Governing Documents. These allocations are commonly known as “carried interest” (“Carried Interest”). The Carried Interest paid by the Main Sterling Funds is generally equal to 20% of the Main Sterling Fund’s net profits. Carried Interest in a restructured fund will vary on a vehicle-by-vehicle basis and may include a tiered Carried Interest waterfall ranging from 10% to 30%, meaning a gradual increase in Carried Interest paid to Sterling Partners by the restructured fund limited partners based on the net profits associated with the new limited partners above certain thresholds. A Co-Investment Fund, in some cases, allocates a share of capital gains on or capital appreciation of the assets of such Co-Investment Fund to a related person of Sterling Partners, as determined by negotiation at the time of formation and as set forth in the Governing Documents of such CoInvestment Fund. To the extent paid, such Carried Interest generally ranges from 10% to 20%. Any Carried Interest paid by a Single Investment Vehicle will be negotiated on an individual basis at the time of formation of such Single Investment Vehicle and will be set forth in the Governing Documents of such Single Investment Vehicle. Because the Co-Investment Funds and Single Investment Vehicles typically invest in a single portfolio company, the Carried Interest received by Sterling Partners from such Funds (if any) could vary significantly from vehicle to vehicle as a result of the particular circumstances and negotiated terms specific to such portfolio company investment. In addition, please see Item 6 below for more information regarding Carried Interest that the Funds may pay. The precise amount of, and the manner and calculation of, the Advisory Fees and Carried Interest (if applicable) for each Fund are negotiated between Sterling Partners and investors in such Fund, and are set forth in such Fund’s Governing Documents and/or other documentation received by an investor prior to an investment in such Fund. Please refer to the Governing Documents of each applicable Fund for complete information on the fees and compensation payable with respect to such Fund. The Advisory Fee and Carried Interest structures for a Fund may be modified from time to time in accordance with the terms of the applicable agreements detailing such Advisory Fee and Carried Interest structures. Advisory Fees and Carried Interest may differ from one Fund to another, as well as among investors in the same Fund. Unless otherwise agreed with a Fund’s investors, Advisory Fees will continue to be payable during any term extensions. In limited circumstances, the Advisory Fees and Carried Interest payable to Sterling Partners or a related person by a Fund are waived or reduced with respect to certain participants in such Fund in Sterling Partners’ discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed to other investors in the same Fund. Furthermore, certain investors in the Funds that are employees, former employees, business associates and other “friends and family” of Sterling Partners or its personnel; individuals and

entities that are also investors in one or more Funds (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning activities) (“Sterling Investors”) will typically pay no, or a reduced Advisory Fees and Carried Interest in connection with their investment in a Fund. Notwithstanding that Sterling Investors will generally not pay Advisory Fees or Carried Interest, Sterling Investors will pay for their pro rata share of certain Main Sterling Fund expenses or the pro rata portion of such Sterling Investors’ expenses will be allocated to Sterling Partners or the general partner of the applicable Main Sterling Fund. Investors and prospective investors in the Funds should note that similar advisory services may (or may not) be available from other investment advisers for similar or lower fees. Deduction of Fees; Timing of Payments; Termination Sterling Partners is authorized under the Governing Documents to charge and deduct Advisory Fees directly from the assets of the Main Sterling Funds in advance. Payment of Advisory Fees is generally made on January 15 (for the period from January 1 through June 30) and July 15 (for the period from July 1 through December 31) of each year and in accordance with the terms of the Governing Documents. Please refer to the Governing Documents of each of the Main Sterling Funds for complete information on the timing of advisory fee payments. With respect to Single Investment Vehicles or a restructured fund, the timing and payment of Advisory Fees will be negotiated on an individual basis and will be reflected in the Governing Documents of such Single Investment Vehicle. Upon termination of any Fund’s advisory relationship with Sterling Partners, any prepaid, unearned Advisory Fees will be promptly refunded to such Fund, and any earned, unpaid fees will be due and payable. Other Fees and Expenses In addition to any Advisory Fees payable to Sterling Partners, a Fund will incur certain charges and other expenses. Such charges and expenses may include (but are not limited to): organizational expenses of the Fund; dissolving, liquidation or terminating expenses; any sales taxes or other taxes of any kind, fees or government charges which may be assessed against the Fund; expenses incurred in connection with the evaluation, negotiation and pursuit of potential investments for the Fund (including “reverse” break-up fees), including investments that are not consummated; expenses incurred in connection with the acquisition, holding and disposition of the Fund’s investments, including, without limitation, commitment fees, merger fees, registration fees, discounts, commissions or brokerage and finders’ fees or similar charges incurred in connection with the purchase or sale (or proposed purchase or sale) of securities (whether or not any such purchase or sale is consummated); expenses of members of the Fund’s advisory committee (if any) including legal counsel, accountants, auditors, financial advisors or any other advisors or experts retained to assist the advisory board and other expenses incurred in connection with advisory board action); fees and expenses for third-party fund administration; fees and expenses for consulting services (including, but not limited to, consulting fees and expenses incurred by the Fund for the benefit of its portfolio companies (to the extent not reimbursed by such portfolio companies) and

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Investment Strategies With respect to the Main Sterling Funds and Co-Investment Funds, Sterling Partners’ primary investment focus is investments in privately-held operating companies (including publicly traded companies being taken private) in a variety of industries including, without limitation, healthcare services, business services and education. These investments primarily take the form of unregistered equity of U.S. and non-U.S. companies and generally represent controlling interests in such companies. Although the primary focus of each Main Sterling Fund is on private equity investments, Sterling Partners has from time to time recommended other types of investments (such as publicly- traded equity) to the extent consistent with the respective Fund’s investment strategy and objectives and its Governing Documents. With respect to Single Investment Vehicles, investments can be opportunistic in a wide range of industries, geographic

locations and can be structured in a variety of ways, including as equity and/or debt investments. The investments made by Single Investment Vehicles can include minority and non-controlling positions, in addition to controlling interests in such companies. Methods of Analysis In addition to leveraging its extensive network of executives, directors, brokers, bankers, and service providers for investment opportunities, Sterling Partners proactively conducts research into attractive market opportunities and targets businesses with compelling value propositions and differentiated product or service offerings. Sterling Partners also will participate in auction processes for investment opportunities, especially where it believes that it may have an advantage over other potential bidders (e.g., in the potential for Sterling Partners to enhance value through industry knowledge or contacts). Once potential investments are identified, Sterling Partners’ rigorous investment due diligence processes and team-based approach provide for a disciplined review, assessment, and investment decision-making process. When identifying prospective investments, Sterling Partners places particular emphasis on business segments in which its investment team has considerable investment and operating experience and in which Sterling Partners expects to have access to substantial deal flow. These segments include but are not limited to: • Healthcare Services – including healthcare providers and companies providing services to healthcare providers and other healthcare market participants • Business Services – including industrial, energy and maintenance services, logistics, professional services, and data, analytics and information services • Education – including companies providing services to education institutions, especially higher education, and providers of post-secondary and K-12 education, testing, training, and certification. • Consumer Products and Services – including direct-to-consumer brands, consumer focused services companies and consumer facing product businesses. Sterling Partners generally seeks to invest in companies with strong fundamentals and the potential for growth (either organic or through acquisition). In evaluating prospective investments, Sterling Partners will place particular emphasis on certain factors, including: • • • • • • • •

Strong fit with Sterling Partners’ industry experience Existence or availability of strong management Superior industry fundamentals Defensible competitive advantage Distinctive or proprietary product or service Recurring revenue / repeat purchase model Non-cyclical performance Potential for operations improvement

Material Risks The task of identifying investment opportunities and managing such investments is difficult. There can be no assurance that a Fund will be able to make any particular investment or that a

Fund will be able to generate returns for its investors. In addition, there can be no assurance that any investor will receive any distribution from a Fund. Investing in a Fund involves a risk of loss that investors should be prepared to bear. Investors should carefully consider, among other factors, the following material risks involved with Sterling Partners’ investment strategies. Please refer to the Governing Documents of the applicable Fund for more complete information on the investment strategies employed by such Fund and corresponding risks associated with such investment strategies. Business Risks. A Fund’s investment portfolio will consist primarily of securities issued by privately-held companies. Operating results for these companies in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk, which can result in substantial losses. Investment in Junior Securities. The securities in which a Fund will invest are often among the most junior in a portfolio company’s capital structure, and therefore subject to the greatest risk of loss. Generally, there will be no collateral to protect an investment once made. Concentration of Investments. A Fund will participate in a limited number of investments and may make several investments in one industry or one industry segment. In particular, a CoInvestment Fund and a Single Investment Vehicle will typically hold only a single portfolio company investment. As a result, a Fund’s investment portfolio could become (or in the case of a Co-Investment Fund or Single Investment Vehicle, will be) highly concentrated and its aggregate return may be affected substantially by the performance of a small number of holdings. Furthermore, to the extent that the capital raised for a Main Sterling Fund is less than the targeted amount, such Main Sterling Fund may invest in fewer portfolio companies and, as a result, be less diversified. Small and Middle-Market Companies. A central component of Sterling Partners’ investment strategy is to invest in small and middle-market companies. While investments in these companies may present greater opportunities for growth, such investments also entail larger risks than are customarily associated with investments in large companies. Small and medium-sized companies may have more limited product lines, markets and financial resources, and may be dependent on a smaller management group. As a result, such companies may be more vulnerable to general economic trends and to specific changes in markets and technology. Illiquidity; Lack of Current Distributions. An investment in a Fund should be viewed as illiquid. It is uncertain when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, will generally occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is not generally expected that this will occur for a number of years after the initial investment. Prior to such time, there often will be no current return on the investments. Furthermore, the expenses of operating a Fund (including the annual Advisory Fee payable to Sterling Partners (if any)) may exceed its income, thereby requiring that the difference be paid from a Fund’s capital.

Restricted Nature of Investment Positions. Generally, there will be no readily available market for a Fund’s investments. As a result, most of a Fund’s investments will be difficult to value. Certain investments may be distributed in kind to investors in a Fund, and any such distribution could put downward pressure on the price of the applicable company’s securities. Projections. Projected operating results of a company in which a Fund invests normally will be based primarily on financial projections prepared by each company’s management. In all cases, projections are only estimates of future results that are based upon assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, the inaccuracy of certain assumptions and general economic factors, which are not predictable, can have a material impact on the reliability of projections. Need for Follow-On Investments. Following its initial investment in a given portfolio company, a Fund may decide to invest additional funds in such portfolio company. There is no assurance that a Fund will make follow-on investments or that a Fund will have sufficient funds to make all or any of such investments. Any decision by a Fund not to make follow-on investments or its inability to make such investments may have a substantial negative impact on a portfolio company in need of such an investment or may result in a lost opportunity for a Fund to increase or maintain its ownership percentage in a successful operation. Because the Co-Investment Funds and Single Investment Vehicles will typically only invest in a single portfolio company, a CoInvestment Fund or Single Investment Vehicle may not have the right to participate in follow-on investments or avoid dilution of its interest in the portfolio company as a result of follow-on investments by other investors (including, in the case of Co-Investment Funds, the Main Sterling Funds). Foreign Investments. A Fund may invest in portfolio companies that are organized outside of the United States, its territories and possessions. Such investments may be subject to certain additional risks due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, political, economic or social instability, developing and rapidly evolving government regulatory environments, capital repatriation regulations and the application of complex tax rules to cross-border investments. Control Liability. When a Fund, alone or in combination with other Funds, acquires a significant or controlling interest in its portfolio companies, such Fund will often receive the right to appoint one or more representatives to the board of directors of the companies in which it invests. On occasion, a representative of a Fund may also serve in an executive officer position with a portfolio company. Significant or controlling ownership and serving on the board of directors or as an executive officer of a portfolio company exposes a Fund’s representatives, and ultimately such Fund, to potential liability claims because such Fund or its representatives may in certain cases be thought to control, participate in the management of or influence the conduct of portfolio companies. The Governing Documents of a Fund generally provide that such Fund’s assets are available to indemnify the general partner, manager or managing member of such Fund, its principals and other persons for losses or expenses incurred in any action related to conduct by such persons on behalf of such Fund, subject to certain conditions. A Fund may have the ability to

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Types of Clients Sterling Partners generally provides investment advice to pooled investment vehicles, including the Funds. Investment advice is provided directly to the Funds (subject to the direction and control of the general partner of each such Fund, if applicable) and not individually to investors in such Fund. The limited partners or members of the Funds are generally limited to (1) non-”U.S. persons”, (2) U.S. investors who are “accredited investors” as defined in Regulation D under the

Securities Act and (3) certain U.S. persons who are “qualified purchasers” or “knowledgeable employees” as defined in the Investment Company Act and its underlying regulations. These investors include, among others corporations, financial institutions, funds-of-funds, governmental bodies or agencies, insurance companies, endowments, foundations, non-profits, trusts, estates, individuals and pension and profit-sharing plans. Opportunities to participate in Single Investment Vehicles may similarly be made available to any person or entity, including, without limitation, those set forth in the paragraph above (which can include investors in a Fund, Sterling Investors and/or third parties). Opportunities to invest in a Single Investment Vehicle are determined in on an individual basis in the sole discretion of Sterling Partners. Investment in one Single Investment Vehicle does not guarantee the right to invest in any other Single Investment Vehicle offered by Sterling Partners. Minimum Investment Requirements Interests in the Funds are offered in private placements pursuant to applicable exemptions from registration under the Securities Act and the Investment Company Act. As a result, Sterling Partners generally offers limited partner (or equivalent) interests in the Funds to a limited number of “accredited investors” as defined in Regulation D under the Securities Act and, in most cases, exclusively to “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act. In general, the minimum investment commitment required of an investor to participate in a Main Sterling Fund is $1,000,000; however, the general partner of each Main Sterling Fund has discretion to increase or reduce the minimum investment commitment. Because the CoInvestment Funds and Single Investment Vehicles typically invest in a single specific portfolio company, the minimum investment commitment required of an investor to participate in a Co-Investment Fund or a Single Investment Vehicle will vary from vehicle to vehicle. Investors and prospective investors in each Fund should refer to the Governing Documents of such Fund for more complete information on minimum investment requirements for participation in such Fund.

Performance-Based Fees As discussed under the section titled “Fees and Compensation” (Item 5 above), a related person of Sterling Partners, as general partner of a Fund will, in certain cases, receive certain allocations calculated and charged based on a share of capital gains on or capital appreciation of the assets of such Fund as Carried Interest, as set forth in such Fund’s Governing Documents. Carried Interest paid by a Fund is indirectly borne by investors in such Fund. Certain Funds and/or certain investors in Funds also incur reduced or no Carried Interest. Any share of profits allocated and distributed to a general partner, manager or managing member of a Fund is separate and distinct from the Advisory Fees (if any) charged by Sterling Partners to such Fund for advisory services. Performance-based allocation arrangements received by related persons of Sterling Partners could create an incentive for Sterling Partners to recommend investments that may be riskier or more speculative than those that would be recommended under a different fee or compensation arrangement. Please refer to the Governing Documents of each Fund for complete information on the “performance-based fee” arrangements of such Fund. Side-by-Side Management Sterling Partners provides concurrent advisory services to Funds that are not charged a performance-based fee or allocation by Sterling Partners’ related persons and Funds that are charged a performance-based fee or allocation by a related person of Sterling Partners. Sterling

Partners also provides concurrent advisory services to Funds that are charged different performance-based fees or allocations and, in certain cases, Sterling Partners is only permitted to take a performance-based fee or allocation from a Fund after the investors in such Fund have received a preferred annual return on their contributed capital. As a result, the potential for Sterling Partners’ related persons to receive different fees or allocations from performancebased accounts creates a potential conflict of interest with respect to the allocation of investment opportunities because Sterling Partners has an incentive to direct the best investment ideas to, or to allocate investments in favor of, the account that pays a more favorable performance fee or allocation or to a Fund from which Sterling Partners or its related persons may derive, directly or indirectly, a higher fee, compensation or other benefit. In addition to the Funds, Sterling Partners may encounter situations in which it must determine how to allocate investment opportunities (including follow-on investments) among the Funds (including those established for the purpose of participating in a restructured fund or a Continuation Transaction (as defined below)) and other persons, including, for instance, Sterling Investors and/or third parties that wish to make direct investments side-by-side with one or more Fund in a particular transactions and persons acting as “co-sponsors” with Sterling Partners with respect to a particular transaction. To mitigate this potential conflict of interest, the allocation of investment opportunities among Funds is made by Sterling Partners in accordance with it’s the investment allocation requirements set forth in a Fund’s Governing Documents and, to the extent not set forth in such Governing Documents, consistent with Sterling Partners’ investment allocation policy, which permits Sterling Partners to consider some or all of a wide range of factors, which include, but are not necessarily limited to, one or more of the following: the investment objectives, strategies, guidelines and restrictions of each Fund; transaction sourcing (and with respect to an investment opportunity originated by a third-party, the relationship of a particular Fund to or with such third-party); the size, liquidity and duration of the investment; the relevant allocation of investment opportunity provisions in a Fund’s Governing Documents; differences with respect to available capital (e.g., current or anticipated capital available for investment, including reserves for anticipated followon investments if applicable and whether a Fund is able to invest all capital required to consummate a particular investment opportunity), size, and remaining life of the Funds and anticipated coinvestment (if any); general preference to utilize the remaining new investment capacity of Funds of earlier vintage years in priority to their successor Funds; potential conflicts of interest related to the opportunity, including whether a particular Fund has an existing investment in the portfolio company with respect to which the opportunity relates; the nature and size of the investment opportunity, including projected follow-on investment amounts or upsizing to existing investment amounts; the amount and use of leverage, if any, in the proposed capital structure; the centrality of an investment to a Fund’s strategy; current and anticipated market conditions; stage of development of a prospective holding company; timing expected necessary to execute an investment; the projected holding period and anticipated availability of liquidity opportunities for the particular investment opportunity; the degree of control the Fund will have over the applicable portfolio company; risk considerations; asset class restrictions; industry and other allocation targets; lender covenants and limitations; portfolio diversification; and tax, accounting, legal or regulatory considerations. In the event that investment opportunities are suitable for more than one Fund, Sterling Partners and its related persons seek to derive an allocation that in their judgment

is fair and equitable to each Fund relative to other Funds over the life of such Fund, taking into account all relevant facts and circumstances. Sterling Partners makes allocation determinations based solely on Sterling Partners’ expectations at the time such investments and dispositions are made, however investments and their characteristics may change and there can be no assurance that an investment or disposition may prove to have been more suitable for another Fund in hindsight. In addition, a Fund may not pursue an investment opportunity that is within its mandate as a result of activities of, or other investments made by, other Funds and/or their portfolio companies. In some cases, Sterling Partners’ observation and application of the factors above may affect adversely the price paid or received by a Fund, or the size of the position purchased or sold by the Fund. After the applicable Main Sterling Fund(s) have received their desired portion of an investment opportunity, Sterling Partners, in certain cases, will make additional amounts with respect to such investment opportunity (if any) available for co-investment to third parties, which often includes one or more investors in Main Sterling Funds (without any obligation to offer such investment opportunity to other investors in Main Sterling Funds) as well as strategic investors, lenders, deal sources, other private equity or venture capital firms, portfolio company management, other persons or entities affiliated, associated or otherwise known to Sterling Partners or its personnel and unrelated third parties. Allocating a portion of an investment opportunity for a co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Main Sterling Fund, and because co-investment opportunities generally appeal to investors and third parties, there are potential conflicts of interest in determining the amount of investment opportunity that should be allocated to a Main Sterling Fund. Sterling Partners may, in its sole discretion, offer co-investment opportunities to some limited partners of the Main Sterling Funds while not offering them to other limited partners in the Main Sterling Funds, and investors may be offered a smaller amount of co-investment opportunities than originally requested, and may cause some limited partners of the Main Sterling Funds and/or other co-investors to bear a management fee and/or carried interest while not imposing a management fee and/or carried interest (or imposing a different management fee or carried interest) on other Main Sterling Fund limited partners and/or other co-investors (e.g., consultants, joint venture partners, persons associated with a portfolio company and other third parties). Investing in a Fund does not give an investor any rights, entitlements or priority to co-investment opportunities unless specifically agreed. In exercising its discretion to allocate co-investment opportunities (including side-by-side coinvestment rights, if any), Sterling Partners may consider some or all of a wide range of factors, which include, but are not limited to, one or more of the following: strategic value (the perceived strategic value of a prospective co-investor to the investment opportunity); timing (how quickly a prospective co-investor is able to conduct its own due diligence and make a decision with respect to an investment opportunity); ability to make the investment (whether a prospective co-investor has the financial and other resources to make the investment); co-investment interest (whether a prospective co-investor has indicated to Sterling Partners a desire to make investments of the type offered by the investment opportunity); commitment size to the applicable Main Sterling Fund; quality of deal partner (whether Sterling Partners believes that a prospective co15

investor will represent a good syndicate partner in connection with the Main Sterling Fund’s investment, including by giving confidence that such prospective co-investor will be able to meet future investment needs of the portfolio company); any confidentiality concerns Sterling Partners has that may arise in connection with providing the other account or person with specific information relating to the investment opportunity in order to permit such potential co-investor to evaluate the investment opportunity; whether the potential co-investment party would require any governance rights that would complicate the transaction (or alternatively, whether the potential coinvestment party would be willing to defer to Sterling Partners and assume a passive role in governing a portfolio company; the ability of a potential co-investment party to hold investments for longer periods of time (or indefinitely); Sterling Partners’ perception of whether the investment opportunity may subject the potential co-investment party to legal, regulatory, reporting, public relations, media or other burdens that make it less likely that the other account or person would act upon the investment opportunity if offered; whether Sterling Partners believes, in its sole discretion, that allocating investment opportunities to a potential co-investor will help establish, strengthen, recognize and/or cultivate relationships that may provide indirectly longer-term benefits to current or future Funds and/or Sterling Partners; whether the potential co-investment party will make commitments to invest in other Funds (including concurrently with the applicable co-investment) as well as commitments to future funds raised by Sterling Partners; whether the co-investment opportunity is being provided in connection with a potential investment in or acquisition of interests through a secondary transfer of the Funds (i.e., a stapled co-investment opportunity); and other factors relevant to the relationship of a particular investment opportunity to a given prospective co-investor. In certain cases, Sterling Partners may cause a Main Sterling Fund to sell down a portion of its interest in a portfolio company to co-investors (including to a Co-Investment Fund) on such terms as Sterling Partners may determine (which sale may be at cost or at Sterling Partners’ current carrying value for the interest being sold, and if at cost may include an interest-like charge for the period during which the Main Sterling Fund held such investment). This may occur, for example, if Sterling Partners needs to close the investment before some or all of the co-investors are identified or ready to proceed with the investment. With respect to Co-Investment Funds, the potential conflict arising from performance-based fee arrangements is mitigated because Co-Investment Funds generally invest in only a single specific portfolio company alongside one or more Main Sterling Funds. In some cases, the CoInvestment Funds have contractual rights (e.g., rights of first refusal or pre-emptive rights) to participate in follow-on investments with respect to that company.

Registered Broker-Dealers Neither Sterling Partners nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer.

Registered Futures Commission Merchants, Commodity Pool Operators and Commodity Trading Advisors Certain of Sterling Partners’ managing directors are principals of SPQI. SPQI is a related person of Sterling Partners and is a commodity trading advisor registered with the Commodity Futures Trading Commission and a member of the National Futures Association. SPQI is no longer registered as an investment adviser with the SEC. Sterling Partners does not conduct any business with SPQI, but shares common ownership. None of Sterling Partners’ other personnel are registered or have an application pended to register as a futures commission merchant, commodity pool operator, commodity-trading advisor, or associated person of the foregoing. Certain Conflicts of Interest Sterling Partners faces a number of conflicts of interest and potential conflicts of interests in connection with the Funds and its other activities. Certain of these conflicts of interests are described below and in other sections of this Brochure (although the discussion below and in other sections of this Brochure does not describe all of the conflicts that may potentially be faced by with respect to a Fund). Please also refer to the subsection titled “Participation or Interest in Client Transactions; Personal Trading” in Item 11 below and the Governing Documents of each Fund for more information, including with respect to transactions that may be subject to specific consent requirements. In the case of all conflicts of interests, Sterling Partners determination as to which factors are relevant, and the resolution of such conflicts, will be made using Sterling Partners’ best judgment, but in its sole discretion subject to any express requirements in a Fund’s Governing Documents. In resolving conflicts, Sterling Partners may consider various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer term courses of dealing. When conflicts arise, the following factors generally mitigate, but do not eliminate, conflicts of interest: 1) Sterling Partners will consider the appropriateness of an investment from the viewpoint of a Fund; 2) Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the relevant offering and/or Governing Documents of the Funds; 3) Generally, each Main Sterling Fund has established an advisory committee, consisting of representatives of investors not affiliated with Sterling Partners. The advisory committees meet as required to consult with Sterling Partners as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, Sterling Partners will be guided by its good faith discretion; 4) Where Sterling Partners deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price; and

5) Prior to subscribing for interests in a Main Sterling Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Main Sterling Fund. Sterling Partners’ Chief Compliance Officer (“CCO”) is typically consulted regarding conflicts of interest and their resolution. While Sterling Partners endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interest will not influence its conduct and decisions. There can also be no assurance that Sterling Partners will identify or resolve all conflicts in a manner that is favorable to the Funds. Relationships with Related Persons Sterling Partners and its related persons engage in a broad range of activities, including investment activities for their own account and the account of other Funds, and providing investment advisory, management and other services to Funds and their respective portfolio companies. As a result, the interests of a Fund will, from time to time, conflict with the interests of Sterling Partners or its related persons or one or more other Funds. Sterling Partners manages a number of Funds that have similar investment objectives. Sterling Partners expects that it or its personnel will in the future establish one or more additional investment funds with investment objectives substantially similar to, or different (and potentially conflicting) from, those of the current Funds. Sterling Partners’ management of multiple Funds can create conflicts in the allocation of investment opportunities among the Funds. It is expected that employees of Sterling Partners responsible for managing a particular Fund also will have responsibilities with respect to other Funds managed by Sterling Partners, including Funds that may be raised in the future, which raises conflicts of interest in allocating time, resources, services or functions or these officers and employees. Sterling Partners personnel have an incentive to allocate more time, services or functions to Funds from which such personnel derive a higher economic benefit and/or better performing Funds. Please refer to the Governing Documents of the relevant Fund for more complete information on the requisite time commitments (if any) of Sterling Partners and its related persons to the Funds. Please refer to the Governing Documents of the relevant Fund and the subsection titled “Side-by-Side Management” in Item 6 above for more information on the allocation of investment opportunities among the Funds. As described in the section titled “Advisory Business” (Item 4 above), SFM is affiliated with the general partner entities of the Funds, all of which are deemed registered with the SEC under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) pursuant to SFM’s registration. These affiliated entities operate as a single advisory business together with SFM and may share with SFM common owners, officers, partners, employees, consultants or persons occupying similar positions. SPQI, which is noted in Item 4, is a related person of SFM. Certain back office employees of Sterling Partners provide services to both SFM and SPQI in connection with each such entity’s advisory activities, and as a result, the time such employees devote to SFM and its advisory activities is reduced.

Certain partners and senior personnel of Sterling Partners, individually or collectively through investment vehicles, may invest their personal capital in various investments for their own account, including investments in portfolio companies. Sterling Partners does not receive a fee for such investments and SFM does not provide investment management services to such vehicles or investments. However, certain employees of Sterling Partners provide services to these investments and, as a result, the time such employees devote to SFM and its advisory activities is reduced. Certain Funds may hold or may acquire positions in portfolio companies in which other Funds invest or have invested (including positions at same, different or overlapping levels of a portfolio company’s capital structure compared to the positions held by such other Funds). Such investments may be coincident with or precede one another. Follow-on investments in companies in which a Fund and one or more other Funds have invested may not necessarily be pro rata based on existing ownership in such companies. Where investments by multiple Funds in the same company are made at different times or in different proportions, conflicts of interest with regard to valuation and other matters can arise. Furthermore, a conflict of interest also arises because a Fund that participates in a follow-on investment in a portfolio company held by another Fund will benefit from the initial evaluation, investigation and due diligence undertaken by Sterling Partners on behalf of the original Fund and from operational or other information about such portfolio company acquired from the original Fund’s ownership of interests in the portfolio company. In such circumstances, such benefitting Fund or Funds will not be required to reimburse the original Fund for expenses incurred in connection with researching such investment. An investment by a Fund in a portfolio company in which another Fund invests at a later stage may be made at a higher or lower valuation than the investment in such portfolio company by such other Fund and an investment by one or more other Funds in any such portfolio company may dilute the original Fund’s interest in such portfolio company. Additionally, Sterling Partners at times will make a follow-on investment in a portfolio investment because such follow-on investment protects the rights given to the investing Fund (or another Fund) previously or for reputational or strategic reasons, even when such follow-on investment’s valuation has decreased since the original investment. These reputational benefits and protections will, from time to time, benefit and/or accrue to other Funds and/or Sterling Partners at the expense of the current Fund(s) investing in such follow-on investment. Furthermore, a conflict of interest also arises because a Fund that participates in a follow-on investment in a portfolio company held by another Fund will benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Fund and from operational or other information about such portfolio company acquired from the original Fund’s ownership of interests in the portfolio company. In such circumstances, such benefitting Fund or Funds will not be required to reimburse the original Fund for expenses incurred in connection with researching such investment. An investment by a Fund in a portfolio company in which another Fund invests at a later stage may be made at a higher or lower valuation than the investment in such portfolio company by such other Fund and an investment by one or more other Funds in any such portfolio company may dilute the original Fund’s interest in such portfolio company.

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Trading Code of Ethics Sterling Partners has adopted a code of ethics (“Code of Ethics”) under Rule 204A-1 of the Advisers Act, expressing Sterling Partners’ commitment to ethical conduct. Sterling Partners’ Code of Ethics describes its fiduciary duties and responsibilities to its advisory clients (such as a Fund), helps to detect and prevent potential conflicts of interest and sets forth, among other things, Sterling Partners’ (1) policies on receipt of gifts by employees and the making of political campaign contributions, (2) practice of obtaining periodic reports on and monitoring the personal securities transactions of its supervised persons with access to client investment recommendations and (3) pre-clearance requirements for certain personal securities transactions by such supervised persons. The Code of Ethics is applicable to all members, officers and employees as well as officers and employees of its affiliates and certain independent contractors (herein referred to as “Supervised Persons”). Supervised Person who violate the Code of Ethics may be subject to remedial actions including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Under Sterling Partners’ Code of Ethics, all of its Supervised Persons have a duty to act only in the best interests of the Funds and are required to promptly report all violations of the Code of Ethics to Sterling Partners’ CCO. All Supervised Persons must acknowledge receipt of the Code of Ethics and any amendments thereto on an annual basis. Sterling Partners reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. Sterling Partners will provide a complete copy of its Code of Ethics to any client or prospective client upon request. Participation or Interest in Client Transactions; Personal Trading As limited partners or members of the general partner (or equivalent control person) of each of the Funds or as limited partners of a “parallel fund” formed in connection with a Fund, Sterling Partners and its related persons generally have indirect beneficial interests in the securities owned by the Funds and will share in any profits and losses generated by the Funds’ investments. A Fund or its general partner, as applicable, may reduce all or a portion of the Advisory Fee and Carried Interest related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Certain Conflicts of Interest” in Item 10 above.

Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. Sterling Partners has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including those disclosures required by Section 206 of the Advisers Act be made to the applicable Fund(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. In connection with Sterling Partners’ management of the Funds, Sterling Partners and its affiliates may from time to time engage in principal transactions. Sterling Partners and/or certain related persons of Sterling Partners may, directly or through one or more entities, sell securities in which they have a direct or indirect ownership interest to the Funds, including in connection with certain “warehousing” transactions, provided that the sale is consistent with Sterling Partners’ fiduciary obligations to the Funds. Such transactions will be fully disclosed in writing and the written consent of the appropriate Fund will be obtained prior to the consummation of any such transactions in accordance with Section 206(3) of the Advisers Act to the extent that such transactions constitute “principal transactions” under such Section 206(3). In certain situations, Sterling Partners and/or one or more related persons of Sterling Partners has purchased interests in the same portfolio company in which one or more Funds is investing or has invested or a Fund has purchased interests in a portfolio company in which Sterling Partners and/or related persons of Sterling Partners are investing or have invested. All such transactions are subject to compliance with Sterling Partners’ Code of Ethics and any required consents under a Fund’s Governing Documents. Before Sterling Partners makes a recommendation that a Fund invest in a company, its related persons that have an ownership interest in that company (other than through a Fund) are required to disclose such interest to Sterling Partners. In addition, subject to any consents that may be required under a Fund’s Governing Documents, Sterling Partners and/or related persons of Sterling Partners may invest in companies that were considered for investment by a Fund but rejected by Sterling Partners as an investment for such Fund. Sterling Partners has caused and may in the future cause a Fund to engage in “cross transactions” via the purchase of a portfolio investment from, or the sale of a portfolio investment to, another Fund, provided that the transaction is consistent with Sterling Partners’ fiduciary obligations to each Fund participating in the cross transaction and subject to any conditions or required consents under a Fund’s Governing Documents. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or Sterling Partners might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Additionally, in connection with such transactions, Sterling Partners, its affiliates and/or their professionals (i) may have significant investments, or intentions to invest, in the Fund that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). Funds that are formed as “parallel funds” to co-invest in all investments such Funds make will typically engage in re-balancing “cross transactions” pursuant to the terms of their

Governing Documents as the relative capital commitments between the parallel funds change during their respective fund-raising periods. Depending on the transaction structure, these transactions may disproportionately benefit the purchasing, selling, or merging Fund (or Sterling Partners as a result of its interests in a particular Fund), and one Fund may incur expenses or forego gains that would have been obtained had it not entered into such transaction. For example, Sterling Partners may be incentivized to support a less successful portfolio company of an older Fund by causing a newer Fund with a longer remaining term and investment period to purchase a part or all of such portfolio company in order to provide Sterling Partners additional time to potentially manage it to a successful exit and increase the likelihood of Sterling Partners or an affiliate receiving Carried Interest. Conversely, Sterling Partners may be incentivized to sell an attractive investment in an older Fund to a newer Fund to increase the amount of fees received by Sterling Partners or an affiliate with respect to such an investment. Determining the valuation or other terms of such transactions may also create a conflict of interest due to Sterling Partners’ consideration of the particular terms (including the fee terms) of the Funds and Sterling Partners’ interest in such Funds. Such acquisition or merger may result in the acquiring entity purchasing a Fund’s portfolio company at a valuation that is: (a) not the highest price than could have been obtained in the market had there been a robust sales process with multiple third party bidders or (b) higher than the value of the company resulting in an overvaluation. Under certain circumstances, Sterling Partners may wish to reduce the investment of one or more Funds in an investment and increase the investment of other Fund(s) in such investment, and may, therefore, effect such transactions by directing the transfer of such investment between such Funds or through any other transaction structure (for example, distribution of portfolio company interests from one Fund and contribution of such interests to another Fund). Any costs and expenses associated with any such transaction will be borne by such Funds in accordance with such Funds’ Governing Documents and to the extent not addressed in the applicable Governing Documents, on an allocation that Sterling Partners deems in good faith to be fair and reasonable. While Sterling Partners endeavors at all times to act in the best interests of the Funds, investors should be aware that the types of transactions described above create potential conflicts of interest with respect to Sterling Partners and the Funds.

As Funds invest primarily in private equity ventures, Sterling Partners anticipates that investments in publicly traded securities will be infrequent occurrences (e.g., money market instruments pending investment in a portfolio company, securities held as a result of initial public offerings of portfolio companies, going-private transactions, etc.). However, to meet its fiduciary duties to the Funds, Sterling Partners has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. Discretionary Brokerage

For each of the Funds, Sterling Partners has, subject to the direction of such Fund’s general partner, if applicable, sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. With respect to those limited instances in which the Funds purchase, sell or distribute publicly traded securities through a broker-dealer, Sterling Partners seeks to satisfy its best execution obligation by considering relevant facts and circumstances, including, but not limited to, the broker’s service and responsiveness, the price and size of the order, the trading characteristics of the securities involved, the value of research provided by the broker, the broker’s execution abilities, commission rates, and the broker’s financial responsibility. Sterling Partners will not necessarily select the broker-dealer offering the lowest commission cost. Research and Soft Dollar Benefits Sterling Partners does not engage in soft dollar arrangements with respect to securities transactions for the Funds. Any research services and/or other products or services that are provided to Sterling Partners by brokers or dealers may be used for the benefit of all clients of Sterling Partners and do not necessarily benefit solely the Fund from which the commissions were generated. The receipt of research and/or other products or services is not directly connected to the recommendation of brokerage services to the Funds, but does create a potential conflict of interest of which investors should be aware in assessing Sterling Partners’ choice of broker-dealers. Brokerage for Client Referrals Sterling Partners does not consider in determining its selection of broker-dealers whether Sterling Partners receives referrals of potential investors from a broker-dealer or third party. Directed Brokerage Sterling Partners has discretionary authority to select the brokers or dealers in connection with securities transactions of the Funds, and investors generally are not permitted to direct Sterling Partners to use a particular broker or dealer to execute portfolio transactions on behalf of a Fund. Trade Aggregation Although SFM and the Funds do not often trade in public securities, in such circumstances Sterling Partners will, to the extent possible, generally place a combined order for two or more Funds it manages engaged in the purchase or sale of the same public security at the same time if, in its good faith determination, joint execution would be consistent with its duty to seek best execution, consistent with the terms of the relevant Funds’ Governing Documents, and otherwise in the best interest of the relevant Funds. Pursuant to Sterling Partners’ policy, the proposed allocation of any such combined order placed on behalf of more than one Main Sterling Fund should be determined and recorded in writing prior

to placing the order. If all such orders are not filled at the same price, then Sterling Partners will use reasonable measures to cause each Main Sterling Fund to pay or receive the average of the prices at which the orders were filled for all accounts. If all orders placed for a Main Sterling Fund cannot be fully executed under prevailing market conditions, then Sterling Partners will use reasonable measures to ensure that the securities purchased or sold are allocated among the applicable Main Sterling Funds on a pro rata basis or in some other equitable manner, taking into account the size of the order placed for each Main Sterling Fund and any other relevant factors. Certain Co-Investment Funds are managed by Sterling on a non-discretionary basis. As a result, Sterling’s trade aggregation policies are generally not applicable to such non-discretionary CoInvestment Funds. Please refer to the section titled “Investment Discretion” (Item 16 below) for a summary of risks associated with non-discretionary accounts that invest alongside discretionary accounts.

Economic Benefits Received from Third Parties In connection with investments made by Main Sterling Funds or Single Investment Vehicles, Sterling Partners and its affiliates also typically receives an annual monitoring fee from portfolio companies in which the Main Sterling Funds or Single Investment Vehicles invest for services provided to those portfolio companies while the applicable Fund continues to have an investment in such companies pursuant to monitoring agreements governing the advice, consultation and similar ongoing services provided by Sterling Partners or its affiliates. The terms of a monitoring agreement may include (among other things) annual automatic renewals and the payment of monitoring fees (which may be fixed fees or calculated as a percentage of EBITDA or similar performance metric). Monitoring agreements typically provide for fees to be paid annually in advance. In the event a monitoring agreement is terminated, Sterling Partners is generally not required to return any such prepaid amounts. In addition, Sterling Partners and its affiliates may receive directors’ fees, break-up fees and perform transaction-related, financial advisory and other services for, and receive fees from, actual or prospective portfolio companies or other investment vehicles of the Main Sterling Funds or Single Investment Vehicle, including fees in connection with structuring investments in such portfolio companies, as well as mergers, acquisitions, add-on acquisitions, refinancing, public offerings, sales or other dispositions and similar transactions with respect to such portfolio companies, including, for instance, fees for a guarantee that a Main Sterling Fund or Single Investment Vehicle provides with respect to indebtedness of a portfolio company (together with the other fees described in this section, “Other Fees”). Sterling Partners anticipates that Single Investment Vehicles will receive transaction, consulting and closing fees for both the purchase and sale of certain of such Single Investment Vehicles’ portfolio company. The amount of any Other Fees that Sterling Partners or any of its associated persons receives from portfolio companies is determined by negotiations between Sterling Partners and management of the applicable portfolio companies. These Other Fees may be substantial and may be paid in cash, securities of the portfolio companies or otherwise. The amount and timing of Other Fees received by Sterling Partners or its affiliates are generally specified in the agreement or other documentation governing the applicable transaction. Generally, under the terms of the applicable Governing Documents, for purposes of calculating any Advisory Fee offset, these Other Fees are net of out-of-pocket costs and expenses incurred by Sterling Partners in connection with consummated or unconsummated transactions or in connection with generating any such fees. These Other Fees are often substantial and may be paid in cash, in securities of the portfolio companies or investment vehicles (or rights thereto) or otherwise.

In addition, Sterling Partners or its personnel, on behalf of Sterling Partners from time to time receives stock of a portfolio company as an Other Fee due to the service of such personnel on the board of such portfolio company or as compensation for other services provided to such portfolio company. In such event, the recipient will generally act in their own interest with respect to the stock received as an Other Fee (including, for instance, determining to sell the distributed securities, or hold on to the distributed securities for such time as such recipient shall determine in its sole discretion). The ability of such recipients, to act in their own interest with respect to the stock received as an Other Fee creates a conflict of interest between Sterling Partners, as an adviser to the Funds and its personnel, on the one hand, and the Funds, on the other hand because the recipient’s interests may not be aligned with those of the Funds and the recipient may determine sell the stock received at a different time, or on different terms, then the Fund would sell its interest. For the avoidance of doubt, any fees paid to Sterling Partners or its personnel after a Fund has exited (or is in the process of exiting) an investment are not considered “Other Fees” and do not reduce the Advisory Fee. Any fees that accrue to the benefit of former Sterling Partners personnel or other persons who are or become unaffiliated with Sterling Partners (even if any such fee is earned during their tenure with Sterling Partners) are not considered “Other Fees” and do not reduce the Advisory Fees or otherwise benefit the Funds or their investors. Similarly, any fees that accrue to the benefit of Sterling Partners personnel or other persons who are currently affiliated with Sterling Partners prior to their association with Sterling Partners (even if any fee received in kind is realized or otherwise converted to cash during their tenure with Sterling Partners) are not considered “Other Fees” and do not reduce the Advisory Fees or otherwise benefit the Funds or their investors. Transaction fees and other fees, costs and expenses allocated to a portfolio company at the time of investment (collectively, “Capitalized Costs”) as well as other capitalized fees, expenses and costs are capitalized into the amount of active cost basis with respect to such portfolio company. Accordingly, to the extent that Advisory Fee base post-Stepdown Date is based on active cost basis, such base will include the value of such Capitalized Costs, including those payable or reimbursable to Sterling Partners and/or its affiliates. This would increase the amount of Advisory Fees paid to Sterling Partners. Such amounts are in addition to the transaction fees paid to Sterling Partners and/or its affiliates. Accordingly, Sterling Partners and its affiliates are incentivized to have such amounts be capitalized into active cost basis to increase the base on which future Advisory Fees will be calculated. Sterling Partners maintains the amounts associated with Other Fees in accounts that bear interest before such amounts are offset. Any such interest is not considered “Other Fees” and does not reduce the Advisory Fees or otherwise benefit the Funds or their investors. These types of arrangements present potential conflicts of interest and provide Sterling Partners with an incentive to recommend investments based on compensation received rather than the best interests of a Fund. To help mitigate potential conflicts, fees described in the preceding paragraph that are received by Sterling Partners or its employees in connection with services rendered to portfolio companies or transactions of a Main Sterling Fund (typically net of expenses incurred by

Sterling Partners or the recipient of such fees in connection with generating such fees) generally are offset in whole or substantial part against (and therefore reduce) Advisory Fees payable by the relevant Main Sterling Fund, to the extent provided in and subject to certain exceptions described in the Governing Documents of such Main Sterling Fund (including exceptions applicable to certain types of fees and payments and/or certain recipients of such fees and payments). To the extent that such fees do not result in a full, dollar-for-dollar offset against the Advisory Fees payable by the relevant Fund, however, such potential conflicts remain and Sterling Partners or persons associated with Sterling Partners (and not the applicable Fund or its investors) will benefit from the portion of such fees that does not result in an offset against the Advisory Fees. Please refer to the Governing Documents of the relevant Fund for complete information about Advisory Fee offsets. As Single Investment Vehicles do not typically pay Advisory Fees, any fees paid by a portfolio company of a Single Investment Vehicle will generally not offset an Advisory Fee (if any) and will be retained by Sterling Partners and/or its affiliates in their entirety or otherwise in accordance with the Governing Documents of such Single Investment Vehicles. Co-Investment Funds, which generally do not pay Advisory Fees, typically do not benefit from any such fees received by Sterling Partners or its employees. However, in certain instances, the investors in a Co-Investment Fund may negotiate for a separate portion of a fee that might otherwise have been paid to Sterling Partners or its employees (and therefore potentially benefitted a Main Sterling Fund) to be paid directly to such Co-Investment Fund (or the investors in such Co-Investment Fund). A portfolio company may reimburse Sterling Partners for expenses (including, without limitation, travel expenses and meals and entertainment expenses) incurred by Sterling Partners (or its related persons) in connection with or related to its performance of services for such portfolio company or its monitoring of a Fund’s investment in such portfolio company. Such reimbursements are not subject to the Advisory Fee offset provisions described above. In many cases with respect to the implementation of the arrangements described above, there is not an independent third-party involved on behalf of the relevant portfolio company. Therefore, a conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company. Sterling Partners and its affiliates also engage and retain senior advisors, advisers, consultants, and other similar professionals who are not employees or affiliates of Sterling Partners and who may, from time to time, receive payments from, or allocations with respect to, portfolio companies and/or other entities. In such circumstances, the amounts of such fees or other compensation received by such persons may be retained by such persons and will not be deemed paid to or received by Sterling Partners and its affiliates and such amounts will not be subject to the sharing arrangements described above and will not benefit the Main Sterling Fund or its investors. For a discussion of material conflicts of interest created by the engagement of such persons, please see “Operating Partner and Advisor Program” in Item 10 above. Third Party Compensation for Client and Investor Referrals

Sterling Partners does not enter into cash compensation arrangements for client referrals. Sterling Partners and related persons of Sterling Partners have in the past and may, from time to time, in the future enter into cash compensation arrangements with unaffiliated placement agents or third parties for introducing investors to a Fund. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Fund that are subsequently accepted. Any sales charge or placement fee associated with such arrangements will ultimately be payable by Sterling Partners and/or its related persons, either directly or through an offset of the Advisory Fee (if any) payable by the relevant Fund to Sterling Partners. Item 15 - Custody

Sterling Partners and its management persons have not been the subject of any material legal or disciplinary proceeding required to be disclosed in response to this item.

Review of Client Accounts The investment portfolios of the Main Sterling Funds and Single Investment Vehicles are generally private, illiquid and long-term in nature, and accordingly Sterling Partners’ review of them is not directed toward a short-term decision to dispose of securities. However, Sterling Partners will regularly monitor portfolio investments on behalf of the Main Sterling Funds and Single Investment Vehicles. Sterling Partners’ operating committee reviews developments and progress at portfolio companies. Investments also are reviewed in the context of each Main Sterling Fund’s stated investment objectives, guidelines and restrictions as set forth in the Governing Documents of such Main Sterling Fund. Sterling Partners’ Chief Operating Officer or Chief Financial Officer regularly reviews the investment portfolios of the Main Sterling Funds for consistency with such objectives, guidelines and restrictions. Because the Co-Investment Funds and Single Investment Vehicles will typically invest in a single portfolio company, the frequency with which Sterling Partners monitors the portfolio investments of such Funds often will be less than the Main Sterling Funds. In addition, Sterling Partners’ review and monitoring of the portfolio investments of the Co-Investment Funds generally will be undertaken in its capacity as manager of the Main Sterling Funds and not of the Co-Investment Funds. Reports to Clients Sterling Partners distributes quarterly and annual written reports to the investors in each Main Sterling Fund. Quarterly reports generally contain unaudited financial statements of the Main Sterling Fund for the quarter and an update on key portfolio company developments and are provided following the end of the calendar quarter of the applicable Main Sterling Fund. Annual reports generally contain a list of, and status report on, investments held by the Main Sterling Fund at the end of the year and the audited financial statements of the Main Sterling Fund for such year and are provided following the end of the fiscal year of the applicable Main Sterling Fund. Annual reports are accompanied by an individual capital account statement as of the end of such year. Due to the limited purpose of the Co-Investment Funds and Single Investment Vehicles, the level and frequency of reporting may be different than that of the Main Sterling Funds and may also differ

as among the Co-Investment Funds and Single Investment Vehicles as a result of the negotiated terms and conditions of each Co-Investment Fund or Single Investment Vehicle. Investors should refer to the Governing Documents of the relevant Fund for further information on the reports provided by a particular Fund to its investors.

Investment advice is provided directly to the Funds, subject to the direction and control of the general partner of each Fund, and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Governing Documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the Governing Documents of the applicable Fund.

Because Sterling Partners has, or will accept, authority to vote securities held by a Fund, Sterling Partners has adopted policies and procedures (the “Proxy Voting Policies and Procedures”) which have been designed to ensure that Sterling Partners complies with the requirements of Rule 206(4)6 under the Advisers Act, and reflect Sterling Partners’ commitment to vote all Fund securities for which it exercises voting authority in a manner consistent with the best interest of the applicable Funds. With respect to the Main Sterling Funds and Single Investment Vehicles, Sterling Partners will vote all securities held by each Fund. The investors in the Main Sterling Funds and Single Investment Vehicles are not permitted to direct the vote of Sterling Partners with respect to the securities held by such Fund. The Governing Documents for certain Co-Investment Funds provide that investor approval is required to vote any securities held by such Co-Investment Fund either generally or with respect to certain matters. In such cases, Sterling Partners notifies each investor of such vote and provides each investor with any related proxies or other voting materials. Each investor may then instruct Sterling Partners as to how the Co-Investment Fund should vote. The Co-Investment Fund then votes in accordance with such instructions, either proportionately as if each investor held a direct interest in the underlying portfolio company where permitted by applicable agreements or as a whole based on instructions from the requisite percentage of investors.

Investors in Co-Investment Funds that are entitled to direct their vote may contact Sterling Partners with any questions about a particular vote. Almost all of the Funds’ investments are in private companies, and most of these are “control” investments in companies in which one or more Funds owns or controls a majority of the outstanding voting securities. In such cases, there are typically a limited number of shareholder votes. Prior to exercising its voting authority, Sterling Partners, in consultation with the CCO, if appropriate, reviews the relevant facts and determines whether or not a material conflict of interest may arise due to business, personal or family relationships of Sterling Partners or any of its supervised persons. If a material conflict exists, Sterling takes steps to ensure that its voting decision is based on the best interests of the applicable Fund and is not a product of the conflict. Sterling Partners may, at its discretion, (1) seek the advice of the applicable advisory committee of a Fund (if any) in voting such security; (2) disclose the conflict of interest to the applicable advisory committee of a Fund and defer to the recommendation of such advisory committee; (3) (in the case of a publicly traded company) defer to the voting recommendation of an independent third party provider of proxy voting services; (4) exclude the supervised person with whom the conflict exists from the decision on voting the securities; and/or (5) take such other actions in good faith which would serve the best interest of the Fund. Depending on the particular circumstances involved, the appropriate resolution of one conflict of interest may differ from the resolution of another conflict of interest, even though the general facts underlying both conflicts may be similar (or identical). Sterling Partners will deliver to each Fund and each investor in a Fund, upon written request, a complete copy of its Proxy Voting Policies and Procedures and/or information on how it voted securities for the applicable Fund. Sterling Partners does not consider service on portfolio company boards by Sterling Partners personnel or the receipt of board fees for such service to create a material conflict of interest in voting proxies with respect to such companies. Item 18 - Financial Information