Symphony Technology Group

Symphony Technology Group, LLC (the “Management Company”) and its affiliates (collectively, “Symphony”) is a private investment management firm that focuses on managing private equity funds that invest in middle-market software and technology-enabled services businesses of scale. The Management Company, a Delaware limited liability company, commenced operations in 2002. As of December 31, 2025, the Management Company managed approximately $307 million in client assets on a discretionary basis. The Management Company provides investment advisory services to the following private funds: STG III, L.P. and STG III-A, L.P. (collectively, “Fund III”); STG IV (Cayman), L.P. and STG IV-A (Cayman), L.P. (collectively, “Fund IV AIV”); STG IV, L.P. and STG IV-A, L.P. (collectively with Fund IV AIV, “Fund IV”); and STG ST, L.P. (“STG ST” and together with Fund III, Fund IV and any other parallel or alternative investment vehicle formed in connection with the foregoing, collectively, the “Funds” and each a “Fund”). Each Fund is affiliated with a general partner which has the authority to make investment decisions on behalf of the applicable Fund. STG III GP, L.P. (“General Partner III”), a Delaware limited partnership formed in 2007, is the general partner of Fund III; STG IV GP (Cayman), L.P. (“General Partner IV AIV”), a Cayman Islands exempted limited partnership formed in 2018, is the general partner of Fund IV AIV; STG IV GP, L.P. (“General Partner IV”), a Delaware limited partnership formed in 2011, is the general partner of Fund IV; and STG ST GP, L.P. (“STG ST GP”), a Delaware limited partnership formed in 2020, is the general partner of STG ST. Each of General Partner III, General Partner IV, General Partner IV AIV, and STG ST GP (each, a “General Partner” and collectively, the “General Partners”) is subject to the Advisers Act pursuant to and in reliance upon the Management Company’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partners, which collectively operate as a single advisory business together with the Management Company. Pursuant to each Fund’s agreement of limited partnership (each, a “Partnership Agreement”, and together with a Fund’s memorandum, the “Governing Documents”) and to management agreements (each, a “Management Agreement”) between the Management Company, each General Partner and each Fund, each General Partner has delegated day-to-day investment advisory responsibility for each Fund to the Management Company. Each Fund invests through negotiated transactions in operating entities, generally referred to herein as “portfolio companies.” Symphony’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating investments, managing and monitoring investments and achieving dispositions for such investments. Investments are made predominantly in non-public companies, although investments in public companies are permitted. When investing in portfolio companies, the senior principals (the “Principals”) or other personnel of the Management Company generally serves on such portfolio companies’ respective boards of directors or otherwise acts to influence control over management of portfolio companies held by a Fund. Symphony is not making new platform investments and the Funds are being managed in wind down.

The advisory services provided by the Management Company and the General Partners for the Funds are detailed in each Fund’s private placement memorandum, management agreement and/or Partnership Agreement and are further described in Item 8, below. Investors in a Fund (generally referred to herein as “investors” or “limited partners”) participate in such Fund’s overall investment program but may be excused from a particular investment due to legal, regulatory or other applicable constraints; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between Symphony and any investor. Each Fund or its General Partner generally enter into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, altering or supplementing the applicable Partnership Agreement, including providing informational rights, addressing regulatory matters or varying fees and carried interest, with respect to such investors. Side Letter rights, benefits or privileges are not always made available to all investors, nor are they required to be disclosed to all investors, consistent with the Governing Documents and general market practice. The Management Company’s principal owner is Dr. Romesh Wadhwani. STG Partners Affiliation STG Partners LLC (“STG Partners”) was founded in 2017 and serves as the investment manager of several private investment funds and co-investment vehicles (collectively, the “STG Funds”). STG Partners was formed to succeed the Management Company and is led by William Chisholm. The Management Company and STG Partners have different ownership, but have significant overlap with regard to advisory personnel, investment strategy and processes. Under an investment management agreement, members of STG Partners provide services to Symphony, the Symphony Funds and portfolio companies of the Symphony Funds.

As of the date hereof, Fund III and Fund IV do not charge a Management Fee. STG ST pays a Management Fee equal to 1.0% on an annual basis of the aggregate amount of investment contributions made by non-affiliated investors with respect to investments that have not been disposed of, less the aggregate amount of any permanent write-offs of such investments, subject to any limitations set forth in the Partnership Agreement. Such Management Fee is payable on a semi-annual basis on January 5 and July 5 of each year, in arrears with respect to the first five days of such period and in advance for the remainder of such period. The amount of Management Fees generally will not correspond with fluctuations in the net asset value of the individual investment and will not be reduced in connection with any write-downs, except if the investment has been permanently written off. A permanent write-down determination is made in the discretion of the valuation committee in accordance with the Partnership Agreement and Symphony’s valuation policy. Except where the Partnership Agreement expressly provides to the contrary, Management Fees will not be reduced (in whole or in part) in the case of partial distributions (e.g., those resulting from a dividend recapitalization), partial sales, reorganizations, restructurings, rollover of an investment or similar transactions, in each case in circumstances that do not result in

the complete disposition of STG ST’s interest therein, and even in cases where the value of the Fund’s investment or ownership percentage in the portfolio company has been reduced as a result of such transaction. In addition, Management Fees generally will not be reimbursed or refunded under the Partnership Agreement in the event of realizations, dispositions or partial write-downs that occur partway through the relevant calculation period. Further, where there has been a partial disposition or permanent write-down of the Fund’s investment and the fair market value of the investment following such event exceeds the total amount of the Fund’s investment contributions relating to the investment, the Partnership Agreement does not require Management Fees to be reduced. The Management Fee base includes capitalized transaction-specific expenses of the unrealized investment, which poses a conflict of interest in that the inclusion of such fees and expenses results in a higher Management Fee than if such transaction fees and expenses were not capitalized into the asset base. Symphony and/or its affiliates receive additional compensation and reimbursement of certain expenses in connection with management and other services performed for portfolio companies of a Fund to the extent provided by the applicable Partnership Agreements. Investors in the Funds also bear certain expenses. A summary of each Fund’s fees and expenses follows, but investors should review the applicable Fund’s Partnership Agreement for details regarding that Fund’s fee structure and expenses. Terms not defined herein are defined in the applicable Partnership Agreement. Carried Interest Each Fund’s General Partner generally is entitled to receive a carried interest with respect to such Fund’s realized profits, as more fully described in the applicable Partnership Agreement, provided that, solely in the case of Fund IV, General Partner IV generally will be entitled to receive a carried interest with respect to Fund IV’s realized profits in excess of a preferred return and subject to a catch-up provision, as more fully described in Fund IV’s Partnership Agreement. The carried interest distributed to a General Partner is subject to a potential giveback at the end of a Fund’s life and, in the case of Fund IV, at other specified times, if such General Partner has received excess cumulative distributions. Other Information Symphony is permitted to exempt certain investors in a Fund from payment of all or a portion of Management Fees and/or carried interest, including Symphony, its affiliates and any other person designated by Symphony, such as “friends and family” of Symphony or its personnel, members of the Operations Group, service providers or other investors, in Symphony’s sole discretion. Symphony reserves the right to make any such exemption from Management Fees and/or carried interest by a direct exemption, a rebate by Symphony and/or its affiliates, or through other Funds which co-invest with a Fund. For example, in instances where a Symphony professional or its affiliate invests in a Fund, such professional or its affiliate generally will be exempt from payment of the Management Fee and carried interest with respect to such Fund (although such investors generally pay their pro rata share of certain Fund expenses). Additionally, to the extent permitted by the relevant Partnership Agreement, certain General Partners have the right to permit investors, affiliated with Symphony or otherwise, to invest through the relevant General Partner or other vehicles that do not bear Management Fees and/or carried interest

(although such investors generally pay their pro rata share of certain Fund expenses). In general, the Management Fee offsets described above apply only with respect to the Commitments of feepaying investors. Each Fund invests on a long-term basis. Accordingly, Management Fees and other fees are expected to be paid, except as otherwise described in the applicable Partnership Agreement, over the term of a Fund and investors generally are not permitted to withdraw or redeem interests in a Fund. Principals or other current or former employees of the Management Company or their affiliates generally receive salaries and other compensation derived from, and in certain cases including, a portion of the Management Fee, carried interest or other compensation received by Symphony. Fund Expenses In addition to the Management Fee and carried interest payable to Symphony, each Fund bears certain expenses, which differs across Funds. As set forth in the applicable Partnership Agreement and subject to any limitations set forth therein, each Fund generally bears all expenses to the extent not paid by a portfolio company, including, without limitation: (i) all costs, expenses, liabilities and obligations attributable to acquiring, holding and disposing of such Fund’s investments (including travel and, where appropriate, meal and entertainment expenses, interest on money borrowed by such Fund or indebtedness entered into pending participation by a coinvestor in an investment, the Management Company or the General Partner on behalf of such Fund, registration expenses and brokerage, finders’, custodial and other fees), (ii) legal, accounting, auditing, insurance, litigation and indemnification costs and expenses, judgments and settlements, consulting (including operating partners), finders’, financing, appraisal, filing and other fees and expenses and compliance with any anti-money laundering rules and regulations, (iii) expenses of a Fund’s advisory board incurred in accordance with such Fund’s Partnership Agreement, (iv) all costs, expenses, liabilities and obligations incurred by such Fund, the General Partner or their affiliates relating to investment and disposition opportunities for such Fund not consummated (including legal, accounting, auditing, insurance, travel, consulting, finders’, financing, appraisal, filing, printing, real estate title and other fees and expenses; such expenses are hereinafter referred to as “Broken Deal Expenses”) whether undertaken prior to the initial closing date or otherwise, including for a potential secondary transaction, including Broken Deal Expenses relating to transactions that have been offered to co-investors, (v) all out-of-pocket fees and expenses incurred by such Fund, the General Partner or their affiliates in connection with any conference or meeting of the limited partners and related meal and entertainment expenses, (vi) any taxes, fees and other governmental charges levied against such Fund, (vii) any private placement or finders’ fees and expenses paid to third parties in connection with the organization and funding of such Fund, (viii) costs and expenses that are classified as extraordinary expenses under U.S. GAAP, and (ix) a portion of certain organizational expenses. As a general matter, Broken Deal Expenses and other expenses relating to the diligence or evaluation of a prospective investment are allocated among the investors within a Fund regardless of whether any individual investor negotiated for an elective or automatic contractual right that would have excused them from participating in the investment. Each Fund also generally will bear the costs of implementing, monitoring and complying with investment guidelines and directives relating to the Fund’s

strategy, including in Side Letters relating thereto, including software used to monitor side letter compliance, and (where applicable) environmental, social, governance and other standards to which the relevant General Partner has committed in making investments on behalf of the Fund. Additionally, subject to the relevant Partnership Agreement, a Fund typically will bear certain unreimbursed expenses of portfolio companies and intermediate holding vehicles through which the Fund invests. The Funds generally are not responsible for Symphony’s expenses in connection with maintaining and operating its offices (such as compensation of their employees, rent, utilities and general office expenses except such amounts included as Fund expenses in the relevant Partnership Agreement, including operating partner compensation and expenses). To the extent brokerage fees are incurred, they will be incurred in accordance with the general practices set forth in “Brokerage Practices.” The Funds also bear expenses indirectly to the extent a portfolio company pays expenses, including expenses of Symphony and/or its affiliates; the relative percentage of these expenses that are borne by various stakeholders (including the relevant Fund, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred. Symphony reserves the right to agree with joint venture or similar partners, service providers, portfolio company management or other persons that all or a portion of certain expense reimbursements, payments or other amounts owed to such persons relating to one or more investments will be paid in the form of a profits interest granted in the relevant investments or related intermediate entities. While such an arrangement could be more favorable to the relevant Fund if the investment does not increase in value, in the event of appreciation in the relevant investment any such profits interest generally would have a dilutive impact on the Fund’s investment, as well as the potential to result in economic gains to the recipient greater than the original amount of compensation. As is typical for private equity funds, the Funds likely bear additional and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds, and there can be no assurance that the benefits to investors will be commensurate with such expenses. Symphony generally has discretion over whether to charge transaction fees, monitoring fees or other compensation to a portfolio company and, if so, the rate, timing and/or amount of such compensation. The receipt of such compensation may give rise to potential conflicts of interest between the Funds, on the one hand, and Symphony on the other hand. Operating Partners Additionally, as further described herein and in the applicable Memorandum and/or Partnership Agreement of each Fund, it is Symphony’s practice to retain certain operating partners (including entities formed for the benefit of such persons and/or to facilitate the provision of their services) to provide services to (or with respect to) one or more Funds or certain current or prospective portfolio companies in which one or more Funds invest or may invest. Such operating partners generally provide services in relation to the identification, acquisition, holding, improvement and disposition of portfolio companies, including operational aspects of such companies, and also provide board of director and/or management services to portfolio companies. In certain circumstances, these services also include serving in management or policy-making positions for portfolio companies. Operating partners receive compensation, including, but not limited to, cash fees, retainers, discretionary bonuses (whether or not based on pre-determined milestones), co-investment opportunities (including in portfolio companies in which they are not involved), transaction fees, a profits, participation or equity interest in a portfolio company or

Read the rest in the brochure

General Each General Partner has selected the Management Company to provide day-to-day investment advisory services to the relevant Fund, subject to the General Partner’s supervision. Fund investors should review a Fund’s private placement memorandum for further information regarding the investment strategies specific to that Fund. There can be no assurance that Symphony will achieve the investment objectives of a Fund and a loss of investment may be possible. Investment and Operating Strategy Symphony primarily focuses on making control equity investments in middle-market software and technology-enabled services businesses of scale. Symphony leverages a combination of investment expertise and business transformation to build software and services companies. Each Fund’s portfolio companies typically have a strong existing franchise at the time of such Fund’s investment, including a recurring revenue base of sticky customers and leverageable intellectual property. Target businesses generally also have the potential for transformation, including cost transformation, innovation potential, and growth opportunities. Finally, target investments typically are valued at less than 1.25x revenue and/or less than 8x EBITDA. Post-closing, Symphony utilizes its expertise in order to attempt to simultaneously drive growth, innovation and cost transformation at its portfolio companies. Symphony proactively builds (where not already present) and partners with management teams to deliver increased value to clients, to retain the best talent and to improve business performance. Consistent with the above-described elements of its investment strategy, Symphony principally focuses on three different facets of each portfolio company: (1) growth through innovation; (2) cost transformation; and (3) financial engineering and effective deal structuring. Risks of Investment Each Fund and its investors bear the risk of loss that Symphony’s investment strategy entails. The risks involved with Symphony’s investment strategy and an investment in a Fund include, but are not limited to, those described below. Investors should review a Fund’s private placement memorandum for information regarding the risks specific to an investment in that Fund. Business Risks. Each Fund’s investment portfolio consists primarily of securities issued by privately held, unseasoned companies, and operating results in a specified period are difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Future and Past Performance. The performance of the Principals’ prior investments, and the performance of the Funds to date, if any, is not necessarily indicative of a Fund’s future results. While the General Partners intend for the Funds to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that any targeted internal rate of return will be achieved. On any given investment, loss of principal is possible.

Investment in Junior Securities. The securities in which the Funds invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect the Funds’ investment once made. Concentration of Investments. Each Fund participates in a limited number of investments and intends to make most of its investments in one industry or one industry segment or within a short period of time. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry may substantially affect its aggregate return. Furthermore, to the extent that the capital raised is less than the targeted amount, the Fund may invest in fewer portfolio companies and thus be less diversified. Lack of Sufficient Investment Opportunities. The business of identifying, structuring and completing private equity transactions is highly competitive and involves a high degree of uncertainty. It is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. However, limited partners are required to bear Management Fees during the Fund’s investment period based on the entire amount of the limited partners’ Commitments as well as other expenses as set forth in the applicable Partnership Agreement. Illiquidity; Lack of Current Distributions. An investment in the Funds should be viewed as an illiquid investment. It is uncertain as to 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, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating the Funds (including the Management Fee payable to a General Partner or an affiliate) may exceed its income, thereby requiring that the difference be paid from the Fund’s capital, including unfunded Commitments. Leveraged Investments. The Funds are permitted to make use of leverage by incurring or having a portfolio company or intermediate entity incur debt to finance a portion of their investment in a given portfolio company, including in respect of companies not rated by credit agencies. Leverage generally magnifies both a Fund’s opportunities for gain and its risk of loss from a particular investment. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. The use of leverage by the Funds will also result in interest expense and other costs. The use of leverage also imposes restrictive financial and operating covenants on a company, in addition to the burden of debt service, and will constrain its ability to operate its business as desired and/or finance future operations and capital needs. The leveraged capital structure of portfolio companies will increase the exposure of a Fund’s investments to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates and could accelerate and magnify declines in the value of the Fund’s investments in the leveraged portfolio companies in a down market. These risks generally are expected to increase as interest rates risk, including in circumstances where a portfolio company’s creditworthiness is such that it must borrow at higher interest rates than are available to the relevant Fund. In the event any portfolio company cannot generate

adequate cash flow to meet its debt service, the Fund may suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of such Fund. Furthermore, should the credit markets be limited or costly at the time a Fund determines that it is desirable to sell all or a part of a portfolio company, the Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Moreover, the companies in which the Funds invest generally will not be rated by a credit rating agency. The Funds are also permitted to borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt). The use of leverage by the Funds generally also will result in fees, interest expense and other costs to the Funds that may not be covered by distributions made to a Fund or appreciation of its investments. The Funds are permitted to incur leverage on a joint, several, joint and several or crosscollateralized basis with one or more other Funds and entities managed by the General Partners or any of their affiliates, including through Fund subsidiaries and other intermediate entities, and may have a right of contribution, subrogation or reimbursement from or against such entities. It is also possible that certain co-investors (including management, any roll-over investors and/or thirdparty co-investors) will not share in incurring such leverage and that a Fund will disproportionately bear the risk and/or costs of leverage arrangements. In addition, to the extent a Fund incurs leverage (or provides such guaranties), such amounts are permitted to be secured by Commitments made by the Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of the Fund. Subscription Lines. Each Fund is generally permitted to enter into a subscription line with one or more lenders in order to finance its operations (including the acquisition of such Fund’s investments). Fund-level borrowing subjects limited partners to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the relevant General Partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital on an accelerated basis if such Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any limited partner claim against a Fund would likely be subordinate to such Fund’s obligations to a subscription line’s creditors. In addition, Fund-level borrowing will result in additional partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating or terminating the facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Fund’s limited partners and the terms of the relevant Partnership Agreement, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the applicable Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases such Fund’s reported net returns in certain methods of calculation. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Fund and the limited partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the relevant General Partner’s ability to consent to the transfer of a limited partner’s interest in a Fund, impose

Read the rest in the brochure

Symphony provides investment advice to the Funds. The Funds include investment partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as exempt investment pools under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Investors participating in the Funds generally include high net worth individuals, banks or thrift institutions, insurance companies, pension and profit-sharing plans, trusts, estates or charitable organizations, corporations or other business entities or other investment entities, and from time to time include, directly or indirectly, Principals or other employees of Symphony and its affiliates, operating partners or other service providers retained by Symphony, as well as executives of portfolio companies. The Funds may include alternative investment vehicles established from time to time in order to permit one or more investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of these vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the Partnership Agreement of the related Fund. The Funds generally have a minimum investment amount of at least $2 million for thirdparty investors, which could be waived by the applicable General Partner. Fund interests are generally offered and sold to “qualified purchasers” as defined in the Investment Company Act (or qualified knowledgeable Symphony employees).

As described under “Fees and Compensation,” the General Partners generally are entitled to a carried interest allocation on certain realized profits in the relevant Fund. The General Partners do not advise any vehicles that do not charge a performance-based fee, although they generally have the authority to waive carried interest with respect to certain affiliated entities as described above in Item 5. Symphony seeks to ensure that investors in a Fund that are directly or indirectly assessed a carried interest satisfy the qualifications of Rule 205-3 and have been advised of the terms of such performance-based fees and the associated risks.

Management of multiple vehicles on a side-by-side basis has the potential to create conflicts of interest with regard to Symphony’s allocation of investment opportunities, expenses, time and attention of advisory personnel and consideration for certain transactions. Although Symphony generally makes new investments for a Fund with the same investment objectives only after a predecessor Fund is substantially invested or committed as more fully described in the applicable Fund’s Governing Documents, management of side-by-side Funds can create an incentive for Symphony or its personnel to favor a Fund in which Symphony or an affiliate has a greater financial interest. Additionally, to the extent that Symphony personnel are assigned varying percentages of carried interest from the Funds, such personnel are subject to potential conflicts of interest, to the extent they are involved in identifying investment opportunities as appropriate for Funds from which they are entitled to receive a higher carried interest percentage. The existence of performance-based compensation has the potential to create an incentive for a General Partner to make more speculative investments on behalf of a Fund than they would otherwise make in the absence of such arrangement, although Symphony generally considers performance-based compensation to better align its interests with those of its investors, particularly in instances where the Governing Documents include terms requiring clawback or giveback of performance-based compensation at the end of the relevant Fund’s life or at certain interim intervals.

The Management Company is affiliated with each of the General Partners, which are subject to the Advisers Act pursuant to and in reliance upon the Management Company’s registration in accordance with SEC guidance. These affiliated entities operate as a single advisory business and serve as investment managers and/or general partners of Funds and other pooled vehicles and generally share common owners, officers, partners, employees, consultants, or persons occupying similar positions. As mentioned in Item 4, above, and throughout this Brochure, Symphony is affiliated with STG Partners. Although Symphony and STG Partners have different ownership, they have significant overlap with regard to advisory personnel, investment strategy and processes. Pursuant to an investment management agreement, the Management Company receives services from employees of STG Partners, who also provide services to STG Partners, the STG Funds and their portfolio companies.

Symphony has adopted a Code of Ethics and Securities Trading Policy and Procedures (the “Code”), which sets forth standards of conduct that are expected of the Symphony Principals and employees and addresses conflicts that arise from personal trading. Subject to limited exceptions set forth in the Code, the Code requires Symphony personnel to report periodically their personal securities transactions and holdings to the Chief Compliance Officer and to obtain approval from the Chief Compliance Officer prior to acquiring or disposing of, directly or indirectly, beneficial ownership of certain securities or acquiring, directly or indirectly, beneficial ownership of securities in an initial public offering or in a limited offering. In addition, the Code requires Symphony personnel to comply with procedures designed to prevent the misuse of, or trading upon, material, non-public information. A copy of the Code will be provided to any client or prospective client upon request to Symphony’s Chief Compliance Officer at (650) 935-9500. Personal securities transactions are required to be conducted in a manner that prioritizes the Funds’ (or any other client’s) interests in eligible investments. Symphony and its affiliated persons may come into possession, from time to time, of material, nonpublic or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, Symphony and its affiliated persons would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client of Symphony. Accordingly, should Symphony or any of its affiliated persons come into possession of material, nonpublic or other confidential information with respect to any public or non-public company, Symphony would be prohibited from communicating such information to clients, and Symphony will have no responsibility or liability for failing to disclose such information to clients as a result of following their policies and/or procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of Symphony personnel serving as directors of public companies and may restrict trading on behalf of clients, including the Funds.

Principals and employees of Symphony may directly or indirectly own an interest in one or more Funds, including in co-investment vehicles, in accordance with the Governing Documents. To the extent that co-investment vehicles exist, such vehicles may invest in one or more of the same portfolio companies as the Funds, subject to any limitations set forth in the applicable Partnership Agreements. With respect to Fund III, Symphony and its affiliates committed to invest, directly or indirectly, approximately 40% of Fund III’s aggregate Commitments. With respect to Fund IV, Symphony and its affiliates committed to co-invest an amount equal to 30% of the Fund’s aggregate Commitments. Each Fund’s Partnership Agreement generally limits the extent to which persons affiliated with Symphony and/or other investment vehicles managed by Symphony may invest in investments that are held, suitable for or being pursued by a Fund. However, as discussed in Item 8, above, Symphony, its Principals and employees may carry on investment activities for their own account and for family members, friends or others who do not invest in the Funds, and may give advice and recommend securities to vehicles which may differ from advice given to, or securities recommended or bought for, the Funds, even though their investment objectives may be the same or similar.

Symphony focuses on securities transactions of private companies and generally purchase and sell such companies through privately-negotiated transactions in which the services of a broker-dealer may be retained. However, Symphony may also distribute securities to investors in the Funds or sell such securities, including through using a broker-dealer, if a public trading market exists. Although Symphony does not intend to regularly engage in public securities transactions, to the extent it does so, it would expect to follow the brokerage practices described below. If Symphony sells publicly traded securities for a Fund, it is responsible for directing orders to broker-dealers to effect securities transactions for accounts managed by Symphony. In such event, Symphony will seek to select brokers on the basis of best price and execution capability. In selecting a broker to execute client transactions, Symphony may consider a variety of factors, including: (i) prompt execution of orders, (ii) the reliability, integrity, financial condition and execution capability of the firm being considered for effecting transactions in light of the size and difficulty of executing the order, (iii) the price and (iv) the capabilities of firms to supply research services. Symphony has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate, but Symphony generally will endeavor to be aware of eligible brokers’ transaction fees and to reduce the expenses incurred for effecting client transactions to the extent consistent with the interests of such clients. Although Symphony generally seeks competitive commission rates, it will not necessarily pay the lowest commission or commission equivalent. Transactions may involve specialized services on the part of the broker involved and thereby entail higher commissions or their equivalents than would be the case with other transactions requiring more routine services.

Consistent with Symphony seeking to obtain best execution, brokerage commissions on client transactions may be directed to brokers in recognition of research furnished by them, although Symphony generally does not make use of such services. As a general matter, any such research may be shared between the Management Company and its affiliates and may be used to service one or more of the Funds regardless of which Fund paid the brokerage commission being applied toward payment for such research services. There is no agreement or formula for the allocation of brokerage business on the basis of research services. To the extent that Symphony engages in any public securities transactions, orders for the purchase or sale of securities placed first will be executed first, and within a reasonable amount of time of order receipt. To the extent that orders for the Funds are completed independently, Symphony may also purchase or sell the same securities or instruments for several Funds simultaneously. From time to time, Symphony may, but is not obligated to, purchase or sell securities for several Funds at approximately the same time. Such orders may be combined or “batched” to facilitate obtaining best execution and/or to reduce brokerage commissions or other costs. Batched transactions are executed in a manner intended to ensure that no participating Fund is favored over any other Fund.

Symphony, its personnel and/or its affiliates (including personnel of STG Partners, the “Operations Group”) provide certain services to a Fund’s portfolio companies and receives compensation from these companies in connection with such services in addition to the Management Fee. Such compensation and any related expense reimbursements related to the Operations Group are generally not subject to a Fund’s Management Fee offset. As Symphony is no longer fundraising, it does not have occasion to engage placement agents in connection with the sale of Fund units.

Neither Symphony nor its management persons has not been subject to any material legal or disciplinary events required to be discussed in this Brochure.

The investments made by the Funds are generally private, illiquid and long-term in nature. Accordingly, the review process is not directed toward a short-term decision to dispose of securities. However, Symphony closely monitors companies in which each Fund invests, and the Chief Compliance Officer periodically checks to confirm that each Fund is maintained in accordance with its stated objectives as set forth in the applicable Partnership Agreement. Each Fund generally provides to its limited partners (i) on a quarterly basis (for the first three quarters of the fiscal year) unaudited financial statements and information regarding net Management Fee reductions and (ii) on an annual basis (A) audited financial statements, (B) tax information necessary for each limited partner’s tax return, (C) valuations of such Fund’s investments and (D) information regarding the aggregate amount of compensation paid by a Fund’s portfolio companies to Symphony and its affiliates as compensation for services provided in the ordinary course of business to such portfolio companies or by such persons as employees of such portfolio companies.

Symphony is deemed to have custody of the Funds’ assets because the General Partners are not operationally independent from Symphony: each Fund’s General Partner generally has full discretion and control over Fund investments and cash, including the ability to deduct fees from Fund accounts. To comply with Advisers Act Rule 206(4)-2 (the “Custody Rule”), Symphony has elected to undergo an annual GAAP financial statement audit by an independent public accountant registered with and subject to examination by the Public Company Accounting Oversight Board for each of the Funds over which it is deemed to have custody, copies of which are delivered to the Funds and their respective limited partners within 120 days of fiscal year end (or earlier as agreed to in the relevant Governing Documents). In addition, upon the final liquidation of a Fund, Symphony will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to such Fund to all underlying limited partners promptly upon completion of the audit. Limited partners are encouraged to carefully review such financial statements. Symphony does not accept physical custody of Fund assets (other than certain privately offered securities to the extent permitted by the Advisers Act). Called capital is directly deposited or wired into the relevant Fund’s bank account maintained with a qualified custodian and public securities are held with broker-dealers or transfer agents who act as custodians for such securities. The Management Company receives monthly statements from each of its qualified custodians on behalf of the Funds. For more information about the Funds’ qualified custodians, please see Form ADV Part 1, Schedule D, Section 7.B.(1).

Symphony has discretionary authority to manage investments on behalf of each Fund. As a general policy, Symphony does not allow clients, including investors in the Funds, to place limitations on this authority. Symphony assumes this discretionary authority pursuant to the terms of the applicable Partnership Agreement, Management Agreement and powers of attorney executed by the limited partners of a Fund. Pursuant to the terms of the applicable Partnership Agreement, however, a Fund or Symphony may enter Side Letters with certain limited partners whereby the terms applicable to such limited partner’s investment in such Fund may be altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. Symphony has appointed STG Partners and its personnel as managers of the Funds and their portfolio companies pursuant to an investment management agreement. In accordance therewith, STG Partners exercises discretionary authority over the investments on behalf of the Funds.

By virtue of the applicable Partnership Agreements, the General Partners have the authority to vote proxy statements on behalf of the Funds. However, given the nature of Symphony’s advisory business, the Funds seldom hold public securities; the majority of “proxies” received by the Funds are written shareholder consents or similar instruments for private companies owned by

the Funds. Specifically, from time to time, portfolio companies request Symphony (usually through the General Partner of the applicable Fund) to consent to certain issues pertaining to the portfolio company’s business and requiring equity owner approval. In these cases, the General Partners consider factors that could affect the value of the investment and will act in the manner that they believe maximizes the value of its long-term investment in portfolio companies. In practice, STG Partners would exercise any proxy votes on behalf of Symphony. Symphony has adopted Proxy Voting Policies and Procedures (the “Proxy Policy”) to address how it will vote proxies, as applicable, for the Funds’ portfolio companies. The Proxy Policy seeks to ensure that Symphony votes proxies (or similar instruments) in the best interest of the Funds, including where there may be material conflicts of interest in voting proxies. Symphony generally believes its interests are aligned with those of each Fund’s investors, for example, through the Principals’ beneficial ownership interests in such Fund and therefore will not seek investor approval or direction when voting proxies. In the event that there is or may be a conflict of interest in voting proxies, the Proxy Policy provides that Symphony may address the conflict using several alternatives set forth in the Proxy Policy. Additionally, a Fund’s advisory board may be authorized to approve Symphony’s vote in a particular solicitation. Symphony does not consider service on portfolio company boards by Symphony personnel or Symphony’s receipt of management or other fees from portfolio companies to create a material conflict of interest in voting proxies with respect to such companies. In addition, the Proxy Policy sets forth certain specific proxy voting guidelines followed by Symphony when voting proxies on behalf of each Fund. Clients or prospective clients that would like a copy of the Proxy Policy or information regarding how Symphony voted proxies for particular portfolio companies should contact the Management Company’s Chief Compliance Officer, at (650) 935-9500, and such information will be provided free of charge.

Symphony does not require nor solicit prepayment of Management Fees more than six months in advance and does not have any other events requiring disclosure under this item of the Brochure.