The Gores Group

The Gores Group, LLC (“Gores”), a Delaware Limited Liability Company was founded in 1987 by its Chairman, Alec Gores. Gores registered with the SEC as an investment adviser in 2012. Gores serves, directly or indirectly, as the investment manager to the investment funds described herein, and affiliates of Gores serve as the general partner of such investment funds (each a “General Partner” and, collectively, “General Partners”). Gores and any affiliated general partners are referred to in this Brochure as “Gores,” “we” or “us.” Gores is owned and controlled by Alec Gores. Gores manages private investment funds that focus on making private equity investments (the “Partnerships”). For purposes of this Brochure, Gores considers its clients to be the investment partnerships managed by it; the underlying investors in such investment partnerships are referred to in this Brochure as “investors” or “Limited Partners.” As of December 31, 2025, Gores managed approximately $287.2 million of assets under management on a discretionary basis. Gores does not manage assets on a non-discretionary basis. Our investment objective is to generate significant capital appreciation for investors. We will seek to achieve this objective primarily by making private investments in equity, equity-oriented, or debt securities that offer equity-like returns of underperforming companies. We consider a broad range of transactions, including without limitation management and leveraged buyouts, recapitalizations, privately negotiated control and minority investments, consolidations and roll-ups, spin-offs and carve-outs, and growth equity investments. Our advisory services consist of evaluating investment opportunities, structuring, negotiating and making investments, managing and monitoring the performance of portfolio investments of the existing and future Partnerships and disposing of such investments. We currently provide investment advisory services to various private equity funds and their affiliated parallel investment vehicles. Certain investors will also receive opportunities to co-invest in portfolio companies of particular Partnerships. The decision to open a specific investment to co-investments is in our sole discretion. We manage the assets of each Partnership in accordance with its particular investment objective and mandate and the terms of the applicable governing documents of each Partnership, including such Partnership’s limited partnership agreement (or analogous organizational document), or separate investment and advisory, investment management or portfolio management agreements (each, an “Advisory Agreement”). Further details concerning each Partnership’s investment objective and mandate are set forth in the offering memorandum applicable to such Partnership (collectively, with any applicable Advisory Agreement, organizational document, side letter and subscription document, a Partnership’s “Governing Documents”). When providing these services to the Partnerships, we direct and manage the investment of each Partnership’s assets, and provide reports to investors, as described below under “Review of Accounts.” Investment advice is provided directly to each Partnership subject to the discretion and control of the applicable General Partner, and not individually to the investors. The primary investment periods of all of the current Partnerships have expired as of the date of this brochure. Although none of the current Partnerships may invest in any new portfolio companies, certain of the Partnerships may, to the extent permitted under their Governing Documents, reinvest investment proceeds to make add-on acquisitions. Accordingly, our focus with respect to the current Partnerships is

on maximizing the value of the existing portfolio companies, as opposed to sourcing new investments. In the future, we may develop alternative asset vehicles that provide long term capital appreciation, particularly where the timing of liquidation of investments is not constrained by a limited private fund term of existence. Gores’ clients do not participate in wrap fee programs.

Gores or its affiliates generally receive Management Fees and Incentive Allocations (each as defined below) or similar performance-based remuneration from a Partnership. A Partnership, and/or its portfolio companies also typically reimburse Gores and its affiliates for certain expenses and/or make other payments to Gores or its affiliates for services provided to the Partnership and/or its portfolio companies which, in certain circumstances, reduce the Management Fees payable to Gores. Additionally, consistent with the Governing Documents of a Partnership, the Partnership typically bears certain out-of-pocket expenses incurred by Gores in connection with the services provided to the Partnership and/or the portfolio companies. Details about such fees and expenses are contained in the Governing Documents of a Partnership. Further details about certain common fees and expenses are set forth below. Management Fees We receive compensation in the form of management fees charged to the applicable Partnership based on a percentage of the total capital commitments to such Partnership (“Management Fees”). Management Fees may be reduced during the life of a Partnership. Management Fees paid by a Partnership may also be reduced by other fees or compensation received by Gores or its affiliates that relate to such Partnership’s activities and investments, or by certain excess organizational or other expenses borne by such Partnership, as described in more detail below. Management Fees paid by a Partnership are indirectly borne by investors in such Partnership. Management Fees are deducted directly from the account of each Partnership quarterly in advance. Unless otherwise agreed with a Partnership’s investors, Management Fees will continue to be payable until the Partnership completes winding up, as set forth in the applicable Governing Documents. On a date specified in the Governing Documents (the “Stepdown Date”), the basis for calculating Management Fees customarily changes and, after the Stepdown Date, Management Fees are generally calculated based on the amount of invested capital associated with the Partnership’s aggregate investment(s) in portfolio companies that are not, among other things, written down or written off in their entirety (such investments, “Impaired Investments”) or with respect to which a Partnership has completely disposed of its interest (each a “Disposition”), as defined in the applicable Governing Documents. The precise amount of, and the manner and calculation of, the Management Fees for each Partnership, including the application of the Stepdown Date and the treatment of Impaired Investments are set forth in such Partnership’s Governing Documents received by each investor prior to investment in such Partnership. Because Management Fees are calculated based on invested capital following the Stepdown Date, the governing documents do not require any reduction or refund of Management Fees following any dividend, distribution (including those arising from dividend recapitalizations), reorganization, restructuring, rollover investment, or similar transactions where one or more other Partnership(s) exit their investment(s) in the relevant portfolio company, where in whole or part, where the Partnership has not completely disposed of its interest in the portfolio company, even if the value of the Partnership’s interest 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 Impaired Investment. As a result, the Management Fees generally will not track changes in the fair value of any individual investment or of a Partnership. Other Fees (as defined below, and which include but are not limited to transaction fees) and other fees, costs and expenses allocated to a portfolio company at the time of investment (collectively, “Capitalized Costs”) are generally capitalized into the amount of invested capital with respect to such portfolio company. Accordingly, where the Management Fee base post-Stepdown Date is based on invested capital, such base will include the value of such Capitalized Costs, including such those payable or reimbursable to Gores and its affiliates. This would increase the amount of Management Fees paid to Gores. Such increase is in addition to the Other Fees paid to Gores and/or its affiliates. The Governing Documents generally do not provide for the reimbursement or refund of Management Fees in the event of Dispositions or Impaired Investments occurring mid–calculation period. The precise amount of, and the manner and calculation of, the Management Fees for each Partnership are established by Gores and are set forth in such Partnership’s Governing Documents received by each investor prior to investment in such Partnership. The Management Fees and other fees and distributions described herein are generally subject to modification, waiver or reduction by Gores in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed to other investors in the same Partnership. The fee structures described herein may be modified from time to time. Fees may differ from one Partnership to another, as well as among investors in the same Partnership. Certain investors in the Partnerships that are employees, former employees, business associates and other “friends and family” of Gores or its personnel (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 vehicles) (collectively, “Gores Investors”) will not typically pay Management Fees in connection with their investment in a Partnership. Notwithstanding that Gores Investors will generally not pay Management Fees or Incentive Allocation (as defined below), Gores Investors will pay for their pro rata share of certain Partnership expenses or the pro rata portion of such Gores Investors’ expenses will be allocated to Gores or the General Partner of the applicable Partnership. The Management Fees paid by a Partnership will generally be reduced by: (1) 100% of the amount of fees paid by such Partnership to persons acting as a placement agent in connection with the offer and sale of interest s in such Partnership to certain potential investors, resulting in Gores bearing the full economic burden of any such placement agent fees, (2) 100% of fees incurred by Gores in connection with the organization of such Partnership that exceed a limit specified in such Partnership’s Governing Documents and/or (3) a percentage of certain Other Fees (as defined below) received by Gores or its affiliates as set forth in the Governing Documents of the applicable Partnership. To the extent an Other Fee relates to more than one Partnership, Gores shall allocate the resulting Management Fee reduction among the applicable Partnership(s) in proportion to their interest (or prospective interest) in the portfolio company. Generally, the portion of Other Fees allocable to capital invested by a Partnership, co-investment vehicle or third party investor that does not pay Management Fees will be retained by Gores and such amounts will not offset any Management Fee.

Due to reduced Management Fees and/or the timing of receipt of compensation subject to offsets, Partnership investors may not receive the full benefit of reductions or offsets (e.g., during periods when Gores no longer receives or receives reduced Management Fees and receives compensation that would otherwise be subject to offset), Gores is entitled to retain such compensation without remitting any such amounts to the applicable partnership or its investments. Other Fees Fees Payable by Portfolio Companies Gores performs transaction-related, financial advisory and other services for, and receives fees from such actual or prospective portfolio companies or other investment vehicles of the Partnerships, including fees in connection with structuring investments in such portfolio companies, as well as acquisitions, public offerings, divestments, dispositions, financing and similar transactions (“Transaction Fees”). Gores also receives “Monitoring Fees” pursuant to monitoring agreements with portfolio companies of the Partnerships governing the advice, consultation and other similar ongoing services provided by Gores to such portfolio companies. 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 EBIDTA or similar performance metric). In addition, Gores and its affiliates may receive fees in connection with serving on the board of directors of a portfolio company (“Director Fees”) and in connection with an unconsummated transaction (“Break-Up Fees” and, together with Transaction Fees, Monitoring Fees and Director Fees the “Other Fees”). The amount and timing of Break-Up Fees received by Gores or its affiliates are generally specified in the agreement or other documentation governing the applicable transaction. The payment of Other Fees by portfolio companies will, in some, but not all, circumstances create a conflict of interest between Gores and its affiliates and the Partnerships and their investors because the amounts of these Other Fees and reimbursements (see “Expense Reimbursements” below) are often substantial and the Partnerships and their investors generally do not have a direct interest in these fees and reimbursements. Gores determines the amount of Other Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or third-party co-investors in its transactions. The aggregate amount of such fees is disclosed to investors in the Partnerships, but the specific source of such fees and any expense reimbursements are not itemized unless requested by an investor. In addition, Gores or its managing directors or employees, on behalf of Gores, may receive stock of a portfolio company as an Other Fee due to service of a managing director or employee of Gores on the board of such portfolio company. In the event of such a distribution or receipt of stock, the recipients, or Gores, with respect to stock received as an Other Fee, may act in their own interest with respect to the share of securities and may determine to sell the distributed securities, or hold on to the distributed securities for such time as such recipient, or Gores, shall determine. The ability of such recipients, or Gores, with respect to stock received as an Other Fee, to act in their own interest with respect to such distributed shares creates a conflict of interest between Gores, as an adviser to the Partnership, and its affiliates, on the one hand, and the Partnership on the other hand because the recipient’s interests may not be aligned

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Investment Strategy and Analysis Gores’ investment strategy is consistent across industries and is focused primarily on control-oriented buyout investments of mature, under-performing businesses and/or where Gores’ operations expertise can unlock incremental value. We seek to invest in companies with a defensible core business of mature products and services, sustainable revenues and established customer relationships that are experiencing operational challenges. Gores has practiced and refined this investment strategy throughout its history and has demonstrated its ability to generate attractive equity returns, return its invested capital and minimize downside risk. Gores targets companies primarily in technology, telecommunications, industrial, business services, media, healthcare, and security sectors in the U.S. and Europe. Gores has historically focused on these industries and believes these sectors are attractive due to (i) the consistent supply of investment opportunities across market cycles and (ii) the limited competition from strategic and financial buyers for the types of operationally challenged businesses that we target. Gores targets acquisitions that provide us with the opportunity to use our operating skills to create longterm value. Such target businesses generally exhibit some or all of the following characteristics:

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Financial/balance sheet distress; Unfocused and/or poorly executed business strategies; Established customer base with sustainable revenue; Mature products or services with high switching costs for customers; and Under-utilized assets, including working capital, real estate, intellectual property, and brand.

Gores invests in a substantial number of operations-intensive turnarounds and complex carve-out transactions. Thus, when reviewing prospective investments, we are focused on companies that have a path to profitability that can be achieved in a short and foreseeable period of time through the implementation and execution of the agreed-upon business plan. Gores is an active investor and closely monitors all aspects of each portfolio company’s operations. After making an investment, we drive the implementation of operating plans and closely manage the operating performance of all portfolio companies. Our goal is to effect a transformation of the portfolio company, where appropriate, very quickly. Our control-oriented investment strategy emphasizes a “hands-on,” partnership approach with senior management to realize full operational value. A control-oriented strategy is important given Gores’ proactive investment philosophy as it enables us to make any changes at portfolio companies that we deem necessary. Although each portfolio company is managed autonomously, the management teams report to the boards of directors which consist of Gores’ principals and Gores Operations’ principals. When it consummates a transaction, Gores works closely with portfolio company management to ensure that the agreed-upon operating plan, which formed the basis of the initial investment decision, is being implemented. When performing due diligence in connection with potential transactions and following an acquisition during the course of each Partnership’s ownership of a portfolio company, we utilize the services of Gores Operations. While Gores Operations is controlled by Gores and as a result of this relationship Gores may benefit from certain economies of scale (e.g., sharing of resources and infrastructure), Gores does not have an economic interest in Gores Operations. Gores Operations consists of seasoned professionals, based in the U.S., who have substantial experience in major corporate disciplines, including without limitation, accounting, finance, information technology, legal, marketing, operations, sales, supply-chain management, insurance/risk management and tax. Gores Operations professionals generally have responsibility for developing the operational blueprint for a new portfolio company, implementing the transformation initiatives and working alongside management throughout the ownership period to maximize the value of the business. On occasion, members of Gores Operations will fill roles in the management of the portfolio company and certain expenses of Gores Operations are paid by such portfolio company. Payments made by the portfolio companies or Partnerships to Gores Operations are not subject to offset of Management Fees. The use of Gores Operations allows Gores and the portfolio companies to leverage Gores Operations’ significant, dedicated operating experience and expertise, conduct due diligence rapidly, and reduce our reliance on third-party advisors. Certain employees of Gores Operations also provide services to and serve in officer positions for Gores. For more information on Gores Operations see “Item 11. Code of Ethics, Participation or Interest in Client Transactions, Personal Trading and Conflicts—Providers of Operations Support” below. Gores employs multiple techniques for realizing value from its investments. We typically structure our Partnerships’ investments to provide a return of invested capital through distributions or recapitalizations and to monetize their full investments through either sale transactions or other exit alternatives. In addition to sales transactions, Gores occasionally evaluates opportunities to exit through public offerings and other creative opportunities when markets permit. Our mergers and acquisitions professionals actively evaluate

exit opportunities for the Partnerships’ portfolio companies and enlist the industry knowledge of portfolio company management to identify potential strategic buyers. Risk of Loss Acquiring an interest in any Partnership involves a number of risks. An investment in a Partnership should be deemed a speculative investment and is not intended as a complete investment program. It is designed for sophisticated investors who fully understand and are capable of bearing the risk of an investment in the Partnership. No guarantee or representation is made that the Partnership will achieve its investment objective or that investors will receive a return of their capital. All investing involves a risk of loss and the investment strategies we offer could lose money over short or even long periods. Investors in the Partnerships must be prepared to bear the risk of a complete loss of their investments. The description contained below is a brief overview of some of the different material risks related to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for the Partnerships. A more complete description of applicable risks is available in the offering memorandum for each Partnership. General Business and Management Risk. Investments in portfolio companies subject the Partnerships to the general risks associated with the underlying businesses, including market conditions, changes in regulatory requirements, reliance on management at the portfolio company level, interest rate and currency fluctuations, general economic downturns, domestic and foreign political situations and other factors. With respect to management at the portfolio company level, many portfolio companies rely on the services of a limited number of key individuals, the loss of any one of whom could significantly adversely affect the portfolio company’s performance. While in all cases Gores monitors portfolio company management, management of each portfolio company has day-to-day responsibility for the operations of such portfolio company. Trade Policy. Trade conflicts between the U.S. and certain foreign countries have intensified in recent periods. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments, including the Chinese government, have instituted, or threatened to institute, retaliatory tariffs on certain U.S. goods. The continuation or further intensification of such conflicts may lead to the introduction of additional barriers to trade, an increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and securities prices in both public and private markets, any of which could have an adverse impact on the performance of the Partnerships’ portfolio companies and returns to investors. Liquidity Issues. Although portfolio investments may generate current income, the return of capital and the realization of gains, if any, from an investment generally will most likely occur only upon the partial or complete disposition of such investment. While an investment may be disposed of at any time, it generally is expected that the disposition of most of the Partnerships’ portfolio investments will not occur for a number of years after such portfolio investments are made. The Partnerships will make investments where there is likely to be no actively traded market. Moreover, many of the Partnerships’ investments may be held by relatively few other investors. Under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer or of the asset, the Partnerships may find it more difficult to sell such instruments when Gores believes it advisable to do so or may be forced to sell them at

prices lower than if the instruments were widely held. Thus, the range of disposal strategies available to the Partnerships may be further limited. In addition, investors’ investments in the Partnerships we manage are subject to restrictions on transfer and there is no established secondary market for such Partnership interests. An investment in the Partnerships is highly illiquid and an investor may not be able to sell or otherwise dispose of its interest if or when desired. Thus, investors in the Partnerships must be prepared to bear the risks of owning their interests and contributing capital for an extended period of time. Disposition of Private Investments. Most of the Partnerships’ portfolio investments will involve private securities. In connection with the disposition of an investment in private securities, the Partnerships may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. The Partnerships also may be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate. These arrangements may result in the incurrence of contingent liabilities that may ultimately yield funding obligations that must be satisfied by the Limited Partners to the extent of distributions made to such Limited Partner. Valuation Risk. When estimating fair value, Gores applies a methodology based on its best judgment that is appropriate in light of the nature, facts and circumstance of the investments. Valuations are subject to multiple levels of review for approval, and ensuring that portfolio investments are fairly valued is an important focus of Gores. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold, and the difference between the ultimate sale price and carrying value may be material. Third-party pricing information may at times not be available regarding certain of a Partnership’s assets. With respect to the Partnerships, the exercise of discretion in valuation by Gores gives rise to conflicts of interest, valuations (including, for instance, determination of when an investment should be written down or written off) impact Gores’ track record and the performance allocation in certain Partnerships is calculated based, in part, on these valuations and such valuations affect performance calculations. Unidentified Investments. Proceeds from commitments made to the Partnerships are intended to be invested in portfolio investments that have not been identified as of the date such commitments are made. Investors in the Partnerships will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding investments by the Partnerships. Highly Competitive Market for Investment Opportunities. The activity of identifying, completing and realizing on attractive portfolio investments is highly competitive and involves a high degree of uncertainty. There can be no assurance that the Partnerships will be able to identify and complete portfolio investments which satisfy its investment objective, or realize the value of such portfolio investments, or that it will be able to invest fully its capital commitments. The Partnerships compete for investment opportunities against various other groups, including industry participants, investment firms and merchant banks. Use of Leverage. The Partnerships’ portfolio investments include investments in companies whose capital structures have significant leverage. While investments in leveraged companies offer the opportunity for capital appreciation, such investments also involve a higher degree of risk. The Partnerships’ investments may involve varying degrees of leverage, as a result of which recessions, operating problems and other general business and economic risks (as well as particular risks associated with investing in the industries targeted by the Partnerships) may have a more pronounced effect on the profitability or survival of such

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We currently provide investment supervisory services to the Partnerships, as described under “Advisory Business” above. Investment advice is provided directly to the Partnerships (subject to the direction and control of the General Partner of each such Partnership, as applicable) and not individually to investors in such Partnership. Each Partnership operates as a private pooled investment vehicle. The minimum capital commitment for a Limited Partner of a Partnership is outlined in such Partnership’s Governing Documents. The General Partner of each Partnership has the ability, in its sole discretion, to permit investments below the minimum amounts set forth in the Governing Documents of such Partnership. In the applicable subscription documents, investors are required to make certain representations when investing in a Partnership, which determines their suitability and eligibility to participate in such Partnerships. Each investor is furnished with a copy of the Governing Documents for the applicable Partnership.

The General Partner (which is controlled by Gores) of each Partnership receives performance-based compensation in the form of a carried interest participation in such Partnership (the “Incentive Allocation”). These compensation arrangements, which vary for each Partnership we manage, are described in detail in the Governing Documents applicable to each such Partnership. Incentive Allocations are waived for certain Partnerships in which employees of Gores or Gores Operations invest. See “Fees and Compensation” above. Each General Partner of a Partnership is a related person of Gores. Incentive Allocations paid by a Partnership are indirectly borne by investors in such Partnership. Certain Partnerships and investors in such Partnerships (including Gores Investors) may incur lower or no Incentive Allocation. An adviser charging performance-based fees to some accounts faces a variety of conflicts because the adviser can potentially receive greater fees from its accounts having a performance-based compensation

structure than from those accounts it charges a fee unrelated to performance (e.g., an asset-based fee). As a result, the adviser has an incentive to direct the best investment ideas to, or to allocate or sequence trades in favor of, the account that pays a performance fee. The payment of performance-based fees at varying rates (including varying effective rates based on the past performance of a partnership) creates an incentive for an adviser to disproportionately allocate time, services or functions to partnerships paying performance-based fees or partnerships paying performance-based fees at a higher rate, or to allocate investment opportunities to such partnerships. Also, the fact that we are compensated based on the profits of the Partnerships we manage creates an incentive for Gores to make investments on behalf of clients that are riskier or more speculative than would be the case in the absence of such compensation.

We are affiliated with Gores Capital Advisors II, LLC, Gores Capital Advisors III, L.P., and Gores Small Cap Advisors, L.P., each of which serves as the General Partner of certain of the Partnerships. For a description of material conflicts of interest created by the relationship among Gores and these General Partners, as well as a description of how such conflicts are addressed, please see Item 11 below. In addition, as described above under “Methods of Analysis, Investment Strategies and Risk of Loss – Investment Strategy and Analysis,” we utilize the services of Gores Operations, which is currently in winddown and ceased operations as of December 31, 2021. While Gores Operations is controlled by Gores and as a result of this relationship Gores may benefit from certain economies of scale (e.g., sharing of resources and infrastructure, including senior management personnel), Gores does not have an economic interest in Gores Operations (as the class of stock of Gores Operations held by Gores has no interest in any dividends or other distributions that might be made by Gores Operations). Gores Operations charged (and for all outstanding amounts due for periods prior to ceasing operations, continues to charge) the Partnerships and their portfolio companies, as applicable, for Gores Operations’ services on a fee-per-hour basis at rates that are consistent with market and industry standards, and uses its revenues from fees to cover its operational costs. In addition to the hourly fees charged, certain of Gores Operations’ professionals receive equity interests in the Partnerships’ portfolio companies in which they are involved. Gores Operations does not receive any payments from portfolio companies or Gores except to the extent that Gores or the applicable portfolio company engages Gores Operations professionals to provide services or for the reimbursement of expenses. Gores Operations provided consulting services to Gores portfolio companies and assisted Gores with operational due diligence and portfolio company oversight, including with respect to tax, finance, accounting, legal, information technology, marketing, sales, supply-chain management, insurance/risk management and operations. We believe the engagement of Gores Operations has provided a substantial benefit to the Partnerships and their portfolio companies given the expertise of Gores Operations’ professionals and the value provided by their involvement in the due diligence, transformation and ongoing

operational stages of portfolio companies. Further information regarding Gores Operations is available in the offering memorandum and financial statements of each Partnership.

Code of Ethics/Insider Trading We have adopted a written Code of Ethics (the “Code”) designed to address and avoid potential conflicts of interest as required under Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Code establishes guidelines for professional conduct and personal trading procedures and is applicable to all of the Gores principals, officers and employees and other personnel of Gores, as well as officers and employees of its affiliates and certain independent contractors (collectively, “Gores Personnel”). Gores Personnel who violate the Code may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Gores Personnel are also required to promptly report any violation of the Code of which they become aware. Gores Personnel are required to annually certify compliance with the Code. Our Code limits our employees’ personal securities trading activity and mandates that all such trading activity comply with the requirements of the Code, including: (1) pre-clearing certain personal securities transactions; (2) reporting personal securities transactions on at least a quarterly basis; and (3) providing us with a detailed summary of certain holdings (both initially upon commencement of employment and annually thereafter) over which such employees have a direct or indirect beneficial interest. The Code helps Gores to detect and prevent certain potential conflicts of interest. Gores reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. A copy of our Code will be provided to any investor or prospective investor upon written request. Participation or Interest in Client Transactions Employees and affiliates of Gores invest in the Partnerships either through the general partners or as direct investors in the Partnerships, and such Partnerships or the general partners, as applicable, generally do not pay Management Fee and/or Incentive Allocations. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential investors in a Partnership (including purchasers of a Limited Partner’s interests in a secondary transaction) or a co-investment opportunity (see below) ask different questions and request different information, Gores from time to time provides certain information to one or more prospective investors that it does not provide to all of the prospective investors or Limited Partners. Conflicts of Interest Gores and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of multiple investment funds, and providing transaction-related,

investment advisory, management and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Partnership conflict with the interests of Gores, other Partnerships or their respective affiliates. Certain of these conflicts of interest, as well as a description of how Gores addresses such conflicts of interest, can be found below. In addition, other conflicts of interest may also be disclosed in the Governing Documents of a particular Partnership. Gores will, from time to time, establish certain investment vehicles through which certain employees of Gores or its affiliates, certain employees of Gores Operations, certain business associates, other “friends of the firm,” or other Third Parties will invest alongside one or more Partnerships in one or more investment opportunities. Such vehicles, referred to herein as “co-investment vehicles,” may, in certain circumstances, be contractually required to purchase and sell certain investment opportunities at the same time and on the same terms as the applicable Partnership that is invested in that investment opportunity. Such coinvestment vehicles generally do not pay Management Fees or Incentive Allocations. Resolution of Conflicts In the case of all conflicts of interest, Gores’ determination as to which factors are relevant, and the resolution of such conflicts, will be made using Gores’ best judgment, but in its sole discretion. In resolving conflicts, Gores generally considers various factors, including the interests of the applicable Partnerships with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. In addition, certain provisions of a Partnership’s Governing Documents are designed to protect the interests of investors in situations where conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Partnership and its ability to achieve its investment objectives. While Gores endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that Gores will identify or resolve all conflicts in a manner that is favorable to the Partnership. Conflicts The material conflicts of interest encountered by a Partnership include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Partnership. Other conflicts are disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. Allocation of Investment Opportunities Among Clients In connection with its investment activities, Gores will encounter situations in which it must determine how to allocate investment opportunities (including follow-on investments) among various clients and other persons, which include, but are not limited to, the following:

The Partnerships;

Any co-investors or co-investment vehicles that have been formed to invest side-by-side with one or more Partnerships in particular transactions entered into by such Partnership(s) (the coinvestors or investors in such co-investment vehicles which may include Gores Investors and/or

Third Parties);

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

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

Gores makes allocation determinations consistent with the Partnerships’ Governing Documents and in accordance with its written policies and procedures relating to the allocation of investment opportunities and will make allocation determinations consistently therewith. The Partnerships are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”). Investment Allocation Requirements are typically set forth in the Partnership’s Governing Documents. To the extent the Investment Allocation Requirements of a Partnership do not include specific allocation procedures and/or allow Gores discretion in making allocation decisions among the Partnerships, Gores will follow the process set forth below. Gores must first determine which Partnerships and/or other parties are eligible to participate in an investment opportunity. Gores assesses whether an investment opportunity is appropriate for a particular Partnership(s), based on the Partnership’s investment objectives, strategies, investment phase, and structure. A Partnership’s investment objectives, strategies and structure typically are reflected in the Partnership’s Governing Documents. Prior to making any allocation to a Partnership of an investment opportunity, Gores determines what additional factors restrict or limit the offering of an investment opportunity to the Partnership(s). Possible restrictions typically include, but are not limited to:

Obligation to Offer: Gores may be required to offer an investment opportunity to one or more Partnerships. This obligation to offer investment opportunities may be set forth in a Partnership’s Governing Documents.

Related Investments: Gores may offer an investment opportunity related to an investment previously made by a Partnership(s) to such Partnership(s) to the exclusion of, or resulting in a limited offering to, other Partnerships.

Legal and Regulatory Exclusions: Gores may determine that certain Partnerships or investors in such Partnerships should be excluded from an allocation due to specific legal, regulatory and contractual restrictions placed on the participation of such persons in certain types of investment opportunities.

Partnership Life Cycle: Gores may determine that certain Partnerships should be excluded from an allocation when such Partnership no longer has the ability to make new or, as applicable, followon investments, as provided in the Partnership’s Governing Documents.

Once Gores identifies the Partnerships are eligible to participate in a particular investment, Gores, in its discretion, decides how to allocate such investment opportunity among the identified Partnerships. In allocating such investment opportunity, Gores typically considers some or all of a wide range of factors, which generally include, but are not necessarily limited to, one or more of the following:

Amount of capital available for investment by each Partnership as well as each Partnership’s projected future capacity for investment (including whether a Partnership is able to invest all capital required to consummate a particular investment opportunity), the current or expected capital requirements of each Partnership’s existing or anticipated portfolio companies, and anticipated co-investment (if any);

The size, liquidity and duration of the investment;

Minimum and maximum investment size requirements;

Each Partnership’s investment objectives and investment focus;

Each Partnership’s liquidity and reserves (including whether a Partnership is able to commit to invest all capital required to consummate a particular investment opportunity);

Each Partnership’s diversification (including the actual, relative or potential exposure of a Partnership to the type of investment opportunity in terms of its existing portfolio);

Lender covenants and other limitations;

Each Partnership’s targeted rate of return;

Stage of development of the prospective portfolio company or other investment and anticipated holding period of the portfolio company;

Composition of each Partnership’s portfolio and each Partnership’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics) and the scope of a Partnership’s investment mandate including whether mandates are identified as primary or secondary, and whether the mandate is limited or otherwise restricted to specific types of investments/assets;

The suitability as a follow-on investment for a current portfolio company of a Partnership or to upsize an existing investment;

Timing expected necessary to execute an investment;

The amount and use of leverage, if any, in the proposed capital structure;

The availability of other suitable investments for each Partnership;

Risk considerations;

Cash flow considerations;

The likelihood of current income;

The centrality of an investment to a Partnership’s strategy;

Asset class restrictions;

The seniority of an investment and other capital structuring criteria;

Industry and other allocation targets;

Tax and accounting implications;

Whether an investment opportunity requires additional consents or authorizations from the Partnership, investors or Third Parties;

Whether the investment opportunity would create a conflict of interest with respect to a Partnership, Gores or its affiliates;

Legal, contractual or regulatory constraints; and

Any other relevant limitations imposed by or conditions set forth in the Governing Documents of each Partnership.

The application of the Investment Allocation Requirements and factors set forth above will often result in allocation on a non-pro rata basis and there can be no assurance that a Partnership will participate in all investment opportunities that fall within its investment objectives. Gores makes allocation determinations based solely on Gores’ expectations at the time such investments or 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 Partnership in hindsight. In some cases, Gores’ observation and application of the Investment Allocation Requirements may affect adversely the price paid or received by a Partnership, or the size of the position purchased or sold by the Partnership.

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Gores does not make regular use of broker-dealers for the purposes of purchasing or selling securities on behalf of the Partnerships because the securities that it typically purchases or sells on behalf of the Partnerships are acquired and/or disposed of in privately negotiated purchase and sale transactions. From time to time, Gores will use a broker-dealer to effect transactions in public securities resulting from, or in connection with, portfolio investments. To meet its fiduciary duties to the Partnerships, Gores has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. In those instances, Gores has full discretionary authority with respect to the sale of such investments (including the size of such transactions) and the selection of, and commissions paid to, brokerdealers. If Gores determines to engage a broker-dealer, it will seek “best execution” of the transaction. “Best execution” means obtaining for a Partnership account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, Gores takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the timing of the transaction taking into account market prices and trend, the range and quality of its brokerage services (including the quality of service rendered by the broker or dealer in other transactions), its execution capability, commission rate, financial responsibility and responsiveness to us, and the value to us of research provided, if any.

In order to minimize execution costs and obtain best execution for all Partnerships, Gores will from time to time aggregate orders for multiple Partnerships, as long as aggregating would be in the best interests of each participating Partnership. Gores does not currently utilize any soft dollar benefits or client referrals from broker-dealers in connection with Partnership transactions, although Gores will from time to time receive research available to other institutional investors. Gores routinely engages investment banks to advise the Partnerships in connection with the potential sale of, or securities offerings related to, portfolio companies. When engaging an investment bank to provide these services, Gores considers a variety of factors, including without limitation its overall service quality, execution capabilities, experience and knowledge in the particular industry, fees and responsiveness.

For details regarding economic benefits provided to Gores by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. We do not engage third-party agents to refer advisory clients to us. However, while not a client solicitation arrangement, we pay fees from time to time to placement agents for referring potential investors to the Partnerships. Such fees are paid by the applicable Partnerships and are 100% offset against the Management Fees. See “Fees and Compensation – Other Fees” above. If we or our employees receive directors’ fees, monitoring fees, transaction fees, break-up fees, or other fees relating to Partnership investments or potential transactions, such fees reduce Management Fees paid by investors in the applicable Partnership. See “Fees and Compensation” above.

In addition, Gores and its related persons and the employees of Gores and Gores Operations will, in certain instances, receive discounts on products and services provided by portfolio companies of Partnerships and/or the customers or suppliers of such portfolio companies. In certain cases, these discounts will be greater than those offered to the portfolio companies’ employees generally. In addition, Gores will occasionally receive discounts for goods and services purchased by Gores based on the volume of purchases from such providers across the Gores portfolio. Such discounts are consistent with the discounts received on such goods and services by Gores’ portfolio companies. In addition, Gores and its related persons will, in certain instances, receive discounts on products and services provided by portfolio companies of Partnerships and/or the customers or suppliers of such portfolio companies. Item 15. Custody

There are no legal or disciplinary events with respect to us or our management that are material to an investor’s or prospective investor’s evaluation of us or the integrity of our management.

The investment portfolios of the Partnerships are generally private, illiquid and long-term in nature, and accordingly our review of them is not directed toward a short-term decision to dispose of securities. However, investments held by the Partnerships are reviewed on a continuous basis by the applicable Investment Committee. The applicable Investment Committee meets on an as-needed basis to discuss the Partnerships’ portfolios, investment ideas, economic developments, current events, and other issues related to current portfolio holdings and potential investment opportunities. All Partnership investments are reviewed and approved by the applicable Investment Committee, which consists of senior professionals (i.e., our Chairman, senior managing directors and certain managing directors) from various disciplines within Gores. All acquisitions and dispositions of portfolio companies must also be reviewed and approved by the applicable Investment Committee. We provide written quarterly and annual reports for each Partnership to such Partnership’s investors in accordance with the terms of such Partnership’s governing documents. The quarterly report includes investor capital account statements and asset allocation statements, as well as a comprehensive investment letter updating the activity in the applicable Partnership’s portfolio that occurred during the quarter. The quarterly report also includes quarterly financial statements. Annual audited financial statements for each Partnership are provided to such Partnership’s investors within 120 days of the end of each fiscal year, along with annual capital account statements and year-end tax information.

The Governing Documents of each Partnership provide that we or an affiliate, as the ultimate General Partner of such Partnership, have exclusive and complete authority and discretion in managing the business and affairs of such Partnership, subject only to specific and express limitations provided therein. Thus, without obtaining specific consent from a Partnership or its investors for each transaction, we have discretionary authority to transact in securities for the Partnerships. Investment advice is provided directly to the Partnerships, subject to the direction and control of the General Partner of each Partnership, and not individually to the investors in the Partnerships.

We vote proxies on behalf of each of the Partnerships. Our investment and legal teams have the responsibility to identify the proxies upon which we will vote, vote the proxies in the overall interests of the applicable Partnerships and their investors (as described below) and submit the proxies promptly and properly. In determining the overall interests of the Partnerships and their investors, consideration will be given to both short-term and long-term implications of the proposal to be voted on when considering the optimal vote. In voting proxies, we will seek to avoid material conflicts of interest between our interests, on the one hand, and the interests of the Partnerships and their investors, on the other. If we detect a material conflict of interest in connection with a proxy solicitation, our investment committee will consider the vote under consideration, discuss the perceived conflict of interest, and decide on how to vote the proxy. We will record the decision and then vote the proxy accordingly. Upon request, we will provide investors in any of the Partnerships with information about how the proxies relevant to such Partnership and investor are voted. Our complete proxy voting policy and procedures are available to investors upon request. Our proxy voting record is also available to investors upon request.

Gores has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts.

Item 19. Requirements for State-Registered Advisers