Sycamore Partners: investment adviser

Generally, each Fund’s investors are institutions, governmental and corporate pension and profit-sharing plans, sovereign wealth funds, funds of funds, university endowments, charitable organizations, banks, trusts, other entities and/or high net worth individuals. Throughout this Brochure, “clients” or “Funds” shall be used to refer to the pooled investment vehicles managed by Sycamore, and “investors” or “limited partners” shall be used to refer to those vehicles’ underlying investors. Sycamore was formed in 2011, and its principal place of business is located in New York, New York. Its principal owner is Stefan Kaluzny. Sycamore provides discretionary or non-discretionary advisory services to each of its Funds pursuant to an advisory contract. As described more fully below, Sycamore’s general strategy is to negotiate private equity investments for its Funds in middle market and large enterprise companies. Each of the Funds is managed in accordance with its own investment guidelines. 2 In certain circumstances, these guidelines limit the concentration and geography of the Funds’ investments or limit Sycamore’s investments in certain asset classes. Sycamore reserves the right to further tailor its advisory services to the specific needs of a Fund as may be necessary, appropriate or negotiated from time to time. Sycamore does not tailor its advisory services to the specific needs of individual investors, though it will enter into side letters with certain Fund investors, as described below. Sycamore does not participate in wrap fee programs. As of December 31, 2025, Sycamore manages $14,223,134,870 of client assets on a discretionary basis and $73,311,453 of client assets on a non-discretionary basis.

partners of the Funds. 3 This compensation is negotiated separately with each Fund. Certain Funds, including Funds whose investors are composed primarily of current and former managing directors, officers, employees, consultants and/or friends or family of Sycamore (“Associates Funds”) and coinvestment vehicles that are established by Sycamore on a transaction by transaction basis and that invest alongside one or more Funds (“Co-Investment Vehicles”), are generally not required to pay a management fee or carried interest, provided that Sycamore reserves the right to charge management fees, carried interest and/or one-time funding fees in respect of Associates Funds or Co-Investment Vehicles, as Sycamore determines in its sole discretion. See also “Allocation of Fees and Expenses” in Item 11 below. Management Fees A Fund’s management fees will be calculated on a basis that generally does not correspond to fluctuations in the relevant net asset value of individual investments or of the Fund. As specified in the Governing Documents of the applicable Fund, from the effective date of the relevant Fund until a date specified in the Governing Documents (the “Stepdown Date”), management fees generally will be calculated and charged based on that Fund’s management fee percentage multiplied by the relevant Fund’s total capital commitments. After the Stepdown Date, management fees generally will be calculated and charged based on the management fee percentage that applies following the Stepdown Date multiplied by invested capital contributed by fee-paying investors to the relevant Fund in respect of portfolio investments (including, where applicable, any borrowing component (including interest expenses) and the amount of any capitalized Other Fees (as defined below) or expenses) that have not been fully realized or permanently written off or written-down for U.S. federal income tax or accounting purposes (such investments, “Impaired Value Investments”). Because there is a fixed investment period after which capital from investors in a Fund may only be drawn down in limited circumstances, this fee structure creates an incentive to deploy capital when Sycamore may not otherwise have done so. Additionally, due to potential differences in the criteria set forth in the Funds’ Governing Documents, in the event where more than one Fund participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Fund’s Governing Documents but not those of one or more other Funds. Under a Fund’s Governing Documents, where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Stepdown Date management fees will not be calculated based upon such appreciated value, and will instead continue to be calculated based on the amount of applicable investment contributions. Conversely, the Governing Documents do not require management fees to be reduced or refunded following the occurrence of a write-down, decrease (including a significant decrease) in fair value or other event not constituting a complete realization, such as a partial sale or disposition, reorganization, recapitalization (including recapitalizations involving dividends), roll-over investment in connection with a sale or dividend distribution, except in the case of investments meeting the relevant Impaired Value Investment standard under the applicable Governing Documents. A Fund’s Governing Documents generally provide Sycamore with authority to make determinations, including those related to investment purchases and dispositions, valuation and other matters, such as the cessation of the relevant Fund investment period and the later commencement of a successor Fund’s investment period (including timing determinations relating to each of the foregoing) that in Each general partner is subject to the Advisers Act pursuant to Sycamore’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the general partners, which operate as a single advisory business together with Sycamore.

each case have the potential to affect Sycamore’s compensation. In making such determinations, Sycamore is subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for Sycamore or its affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Fund’s management fee and carried interest compensation arrangements. The nature of any compound preferred return in a Fund’s carried interest arrangements provides incentives for the relevant General Partner to accelerate actions that would result in earlier gains, such as dispositions, dividends, distributions and recapitalizations. Sycamore expects to be incentivized to cause a Fund to make, hold, value and/or dispose of investments (and to delay or forego a determination that the investments are Impaired Value Investments) in order to receive greater ongoing management fees and, potentially, earlier and/or larger carried interest distributions than would otherwise be the case. Except where a Fund’s Governing Documents expressly provide to the contrary, invested capital amounts upon which management fees are charged will generally not be reduced (in whole or in part) to account for partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization), reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, in each case in circumstances that do not result in the complete disposition of the relevant Fund’s interest therein, and even in cases where the value of the Fund’s investment or the Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, the post-Stepdown Date management fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees (such as Other Fees, as defined below) and expenses paid to service providers (including suppliers, vendors, consultants, lenders, law firms (including Fund or transaction counsel), transaction service providers and their respective affiliates, personnel and related investment vehicles (together, “Service Providers”)), operating partners (e.g., Sycamore Executive Advisors, as defined below), Sycamore or its affiliates. Further, management fees are determined on the date the capital call is issued and generally will not be reimbursed or refunded under the Governing Documents in the event of realizations, dispositions or write-downs or writeoffs that occur after such date or partway through the relevant fee period. Typically, the management fee payable by a Fund is paid to Sycamore semiannually in advance net of any applicable fee offsets. The general partners of the Funds make capital calls on investors (or withhold distributions) for the amount of the management fees and pay the amounts received to Sycamore. To the extent management fees are paid semi-annually, the first and last semi-annual management fee periods are adjusted to prorate those periods for the actual number of days in such period that are less than 180 days. Following termination of a Fund, to the extent there are any fee offsets that have not yet been applied against management fees, after applying the fee offset mechanics set forth in the Governing Documents of the particular Fund, such excess unapplied fee offset amounts will be distributed to the relevant Fund’s investors unless any such investor has elected to not receive such amounts, in which case, such amounts allocable to such electing investor will be retained by Sycamore without further offset. In computing the amount of management fees payable by a Fund, the Fund’s general partner relies on the most recently available information at the time of such computation regarding the respective Fund’s investment portfolio to determine which investments have been realized or become Impaired Value Investments. Because such determination is made based on the most recently available financial information and the status of the portfolio on the date that the management fee is computed and called, the amount of management fees that the Fund’s general partner determines is payable by the Fund may be in excess of or less than the amount of management fees that would be payable if the computation were based on information regarding the portfolio on the same date when the capital call for such management fee is due to be paid. Notwithstanding the foregoing, the Fund’s general

partner will not seek any additional true-up amount to the extent of any shortfall, nor will it seek to be reimbursed or refunded in the event of realizations, dispositions or write-downs or write-offs (as applicable) that occur after such date or partway through the relevant fee period. Certain Governing Documents permit Sycamore to waive or agree to reduce the management fee. Certain waived portions of the management fee are treated by the Governing Documents as a deemed capital contribution by the relevant general partner, which is effectively invested in the relevant Fund on such general partner’s behalf, and operates to reduce the amount of capital such general partner would otherwise be required to contribute to the Fund. The limited partners of the Fund would, in such circumstances, be required to make a pro rata contribution according to their respective capital commitments to fund any contribution that would otherwise be required of Sycamore in connection with any such waiver or reduction as described above and, as a result, the exercise of such waiver may result in an acceleration (or delay) of investor capital contributions. Waived or reduced management fees are not subject to the management fee offsets described herein, and the amount of such waived or reduced management fees has the potential to be significant. Due to waived or reduced management fees by Sycamore and/or timing of receipt of compensation subject to offsets (as described herein), it is possible that management fee offsets will be delayed or not be fully realized by investors in the relevant Fund, resulting in a net additional benefit to Sycamore. The Governing Documents of a Fund will set forth the applicable computation of management fees, including any applicable offsets and reductions described above. Carried Interest and Distributions As described more fully in Item 6, Sycamore’s affiliates, the general partners of the Funds, are compensated with carried interest. The investors receive a return of their capital in the applicable investment, invested capital permanently written off or written down for U.S. federal income tax or accounting purposes, are reimbursed for a portion of fees and expenses incurred, and receive a preferred return before Sycamore receives carried interest. It is expected that any future Funds will have a similar fee structure. Further, in accordance with the Governing Documents of a Fund, distributions to investors will not be made until the Fund’s general partner has received such financial, accounting, tax or other applicable information regarding such amounts received or held by (or for the benefit of) the Fund, or the underlying transactions to which such amounts relate, from an applicable portfolio company, a portfolio company’s advisors and/or such other advisors as may be retained by the Fund’s general partner or the respective Fund, which information the Fund’s general partner determines is necessary or advisable for the Fund’s general partner to have in order to determine allocations of income with respect to such amounts or the underlying transactions to which such amounts relate (including the character of such amounts), the Fund’s withholding obligations with respect to any such amounts (including with respect to any distribution thereof), and such other tax, financial, and/or accounting determinations as the Fund’s general partner determines to be relevant. Similarly, distributions to the Fund, and therefore the investors, are subject to potential delays pending similar determinations to be made at the relevant holding company-level after a distribution of proceeds by the portfolio company but prior to distribution to the Fund. Because this determination is made based on information provided by the portfolio company’s advisors or any other such tax advisors, the Fund’s general partner is reliant upon the timing of such advisors’ determinations, which may be delayed such that the Fund’s general partner is not able to make a determination regarding the nature of the distribution. This delay could result in the management fee base being larger than it would otherwise be had the determination been made earlier, resulting in Sycamore receiving a higher management

fee for a particular period, if, for example, an advisor is advising with respect to the appropriate tax characterization of certain proceeds. In connection with the sale of (or certain other events at) a portfolio company, while Sycamore intends to timely distribute the amounts owed to investors and/or the relevant Fund(s), Sycamore typically reserves the right to retain certain amounts to establish various escrow, holdback and reserve accounts relevant to the portfolio company and/or relevant Fund(s). Such amounts generally are not subject to any pre-defined limits in the applicable Governing Documents, transaction agreements or any of ’s policies and procedures. All amounts withheld from proceeds owed to investors and/or the relevant Fund(s) will be monitored by Sycamore personnel on an ongoing basis. Sycamore will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Fund(s), and regarding the timing in which such distribution is made. As a general matter, to the extent reserve amounts are held in cash by a Fund, intermediate entity or portfolio company, such amounts will not accrue a preferred return under the relevant Fund’s carried interest arrangements unless and until they are used to make an investment or pay expenses or other liabilities. To the extent these amounts do not accrue a preferred return, or are not reflected in the relevant Fund’s performance figures, Sycamore expects to have incentives to continue to hold the amounts for extended periods. Management, Advisory, Monitoring and Similar Expenses Sycamore and its affiliates from time-to-time perform management, advisory, transaction-related, financial advisory, consulting, monitoring, operational support and other services (“Related Services”) for portfolio companies on behalf of Funds. To the extent Sycamore or its affiliates charge fees for Related Services to portfolio companies (“Other Fees”), in some instances such Other Fees will reduce the management fee paid by investors. The manner of such reduction is set forth in the Governing Documents of the applicable Fund. In many cases, Other Fees are based on enterprise value or other metrics relating to a portfolio company, and there can be no assurance that the amount of Other Fees charged will be proportional to the amount of hours of work performed on behalf of the portfolio company. As a matter of practice, Sycamore is typically paid Other Fees from, on behalf of or with respect to co-investors and other owners of an investment and may also receive other fees relating to the structuring and administration of co-investment arrangements. The receipt of such fees will not reduce the management fee payable by any Fund(s) that have also invested in such investment, and, as a result, a Fund will, in most cases, only benefit with respect to the relevant allocable portion on a “fully diluted” basis of any such fee. “Fully diluted” basis calculations generally relate to a Fund’s ownership of a portfolio company’s common equity, including ownership that arises through the conversion or exercise of certain securities. Therefore, the value of certain Fund investments into a portfolio company, such as debt or certain debt-like investments (e.g., non-participating preferred equity), is not a factor when determining a Fund’s allocable portion of a fee on a “fully diluted” basis. As a result, a Fund will not benefit from (and Sycamore and its affiliates are expected to retain) the portion of any fee related to, among other items: (i) general partner or affiliated partner or similar fee-free investor commitments; (ii) co-investors or potential co-investors (which could include CoInvestment Vehicles, Service Providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners); or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which, in each case, have the potential to be significant. Sycamore’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. Other Fee offsets generally are

performed on a net basis, after giving effect to certain taxes and other expenses in connection with the receipt of such fees or the provision of related services, and to the extent Other Fees are paid in kind (including through securities, option grants or other interests), Sycamore is permitted to calculate the amount of offset based on the then-current value of the in-kind payment, rather than the ultimate value of the interests as of a future date. Unless otherwise agreed with investors, Other Fees generally will be payable during term extensions, even if management fees are reduced or eliminated during the extended term, thus reducing the amounts of management fees actually offset. Other Fees will be offset only to the extent they are paid during the holding period of the relevant Fund, and investors generally will not receive the benefit of Other Fees paid prior to the Fund’s acquisition, or following the Fund’s disposition, of the relevant investment. Similarly, to the extent a former Sycamore employee becomes a consultant to, or employed by, a portfolio company, no compensation earned by such former employee will offset the management fee, whether or not such former employee has a remaining interest in the relevant Fund’s general partner or affiliated entity. Conversely, in the event that Sycamore employs a person that previously received compensation from a portfolio company, limited partners will receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with Sycamore, and not with respect to any compensation paid prior to such date, including equity grants made prior to the date of employment that vest thereafter. In certain circumstances, Sycamore expects that co-investors, lenders, consultants or other parties will negotiate the right to share a portion of such fees from a particular investment, and the above-described offset percentage will be applied after excluding any amounts paid to such persons. Additionally, as further described below and in the governing documents, it is Sycamore’s practice to use or retain certain Operating Partners to provide services to (or with respect to) certain portfolio companies in which one or more Funds invest. Such Operating Partners generally receive compensation and other amounts described herein from the relevant portfolio companies or Funds to which they provide services. For the avoidance of doubt, Sycamore will not offset compensation received from outside sources, such as residual employee board seats at entities that are no longer Fund portfolio companies. Each of the foregoing conditions is expected to reduce the amount of Other Fees otherwise available to be offset against management fees, resulting in a potential material benefit to Sycamore over the life of the relevant Fund, and the existence of such potential benefit creates an incentive for Sycamore to increase such amounts. To the extent any Other Fee is attributable to a portfolio company held by more than one Fund, for purposes of calculating any management fee reduction, such Other Fee generally is allocated among the applicable Fund(s) in proportion to their interest (or prospective interest) in the portfolio company. As some Funds (e.g., certain Associates Funds and certain Co-Investment Vehicles) do not pay management fees, any reduction in management fees in respect of Other Fees is not expected to benefit such Funds, unless otherwise provided in the Governing Documents of such Funds. Other Fees have the potential to be substantial and be paid in cash, in securities of portfolio companies or otherwise. In certain circumstances, such as those relating to short- or long-term portfolio company cash or liquidity needs, and regardless of whether the portfolio company is undergoing financial stress, Sycamore reserves the right to accrue, defer or forego payments of Other Fees, and, subject to the terms of the Funds’ Governing Documents, reserves the right to charge interest at then-available rates with respect to such amounts. In such cases, in accordance with the Funds’ Governing Documents, investors will not receive the benefit of management fee offsets with respect to such amounts until they are actually received. Even in circumstances where Other Fees would be completely offset against management fees under the relevant Governing Documents, Sycamore’s receipt of Other Fees when due from portfolio companies provides a benefit to Sycamore in that it generally results in earlier availability of such amounts relative to management fee due dates. In accordance with the relevant Governing Documents, investors will not receive interest or other

compensation for the time period between Other Fee receipt and the later date of offset of the relevant amounts (if any) against the relevant management fees. Sycamore and its affiliates have formally created an affiliated operations consulting group (“Sycamore Executive Advisors”) to provide sales, manufacturing, marketing, logistics, technology, legal, human resources, acquisition or other due diligence services, integration, rationalization, other operations, management, advisory, transaction-related, financial advisory, consulting, monitoring, operational support and other services to themselves, the Funds and/or their portfolio companies. Any salaries, fees or other compensation (including, without limitation, overhead related to health benefits, vacation time and other benefits) received by Sycamore Executive Advisors or by individuals employed by Sycamore Executive Advisors will be retained by it or such individuals and will not be deemed paid to or received by Sycamore or its other affiliates, and such fees or other compensation will not offset or otherwise reduce management fees payable by any Fund. Any cash compensation paid or payable to Sycamore Executive Advisors or its members or employees generally will be allocated among the Funds and Sycamore based on the relative amount of time spent on each matter or based on another fair and reasonable manner. Any non-cash compensation (which could take the form of profits, participation or equity interest in a portfolio company or holding company, incentive equity, stock awards or profits or equity interests or carried interest in one or more Funds or general partners), which is generally paid or payable to Sycamore Executive Advisors or its members or employees in connection with the consummation of an acquisition or investment transaction by the Funds, will generally be allocated solely among the Funds. Sycamore and/or its affiliates generally have discretion over whether to charge Other Fees to a portfolio company, as well as to charge such amounts at varying levels in a portfolio company’s holding or operating structure. Such compensation is generally not reviewed or approved by an independent third party. The receipt of Other Fees generally will give rise to potential conflicts of interest between the Funds, on the one hand, and Sycamore and/or its affiliates on the other hand. Sycamore and its affiliates also expect to retain, on behalf of themselves, the Funds and/or their portfolio companies, senior advisors, advisers, strategic partners, operating partners, third-party consultants (including individual members or employees of Sycamore Executive Advisors (as defined below)), legal advisors, legal consultants or other consultants and external executives, advisory directors (e.g., current and former executives of portfolio companies who periodically act as consultants in their area of expertise for certain portfolio companies or potential acquisition transactions) and other similar professionals who will receive payments from, or allocations with respect to, portfolio companies, the Funds and/or other entities. Such advisers and partners will receive compensation, which potentially could include but is not limited to cash fees, retainers, discretionary bonuses (whether or not based on pre-determined milestones), transaction fees, profits, participation or equity interest in a portfolio company or holding company, incentive equity, stock awards, profits or equity interests or carried interest in one or more Funds or general partners, remuneration from Sycamore and/or its Funds or affiliates or other compensation, which are expected to be determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of such advisers and partners, a subjectively determined success fee, a percentage of the value of the portfolio company, the invested capital exposed to such portfolio company, profits interests, amounts charged by other providers for comparable services and/or a percentage of cash flows from such company. Compensation in the form of profits or equity interests in a portfolio company or intermediate holding company generally has a dilutive impact on a Fund’s investment, and has the potential to result in economic gains to the recipient greater than the original fair value of such compensation, which in either case could be substantial, and the relevant Fund typically will bear the costs of all such compensation as well as fees, costs and expenses of structuring such arrangements. To the extent that such advisers and

partners are paid retainers or guaranteed minimum compensation amounts, there is the possibility that certain portfolio companies or Funds will bear a greater share of such compensation due to the utilization of such services at a time when fewer portfolio companies or Funds make use of such services. Such advisers and partners are also permitted to provide services and receive compensation from Sycamore and its affiliates. Fund Expenses Consistent with the Governing Documents of the Funds, the Funds will bear all expenses related to their own operations and will pay, or reimburse the general partner or its affiliates, for all other fees, costs, expenses, liabilities and obligations relating to the Funds’ and/or its subsidiaries’ and intermediate entities’ activities (which, for the avoidance of doubt, shall include any salaries, fees or other compensation, such as health benefits, vacation time and other benefits, received by Sycamore Executive Advisors), business, portfolio companies or actual or potential investments, including with respect to any person formed to effect the acquisition and/or holding of a portfolio company (to the extent not borne or reimbursed by a portfolio company or potential portfolio company or applied to reduce Management Fees). The Funds also bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees and expenses, including fees and expenses of Sycamore or its affiliates and company-level fees and expenses not covered by the list of permissible expenses set forth in the Governing Documents of the Funds, as well as their share of expenses (including, without limitation, rent, office costs, travel, accommodations, personnel costs and compensation and corporate expenses) relating to fund administrative, corporate and similar services performed by a Fund’s subsidiaries or other entities maintained by the Fund, Sycamore or their respective affiliates in connection with certain local jurisdictions’ requirements; 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, and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits. Additionally, subject to the Governing Documents, a Fund typically will bear certain unreimbursed expenses of portfolio companies and intermediate holding vehicles through which the Fund invests. Expenses charged at the level of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Fund expenses in calculating the gross and net performance of the relevant Fund, and so Sycamore expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio company or intermediate entity or capitalized into transaction costs. Investors in the Funds should carefully review the applicable Fund’s Governing Documents to understand which expenses will be borne by such Fund. Transaction specific Co-Investment Vehicles generally will not be allocated any expenses with respect to proposed investments that are ultimately not made. Accordingly, all broken deal expenses attributable to the portion of a proposed investment that would have been allocated to transaction specific Co-Investment Vehicles generally will be borne by the Funds alongside which such CoInvestment Vehicle would have participated. Except where the relevant Governing Documents or side letter(s) expressly provide to the contrary, broken deal expenses and other expenses relating to the diligence or evaluation of a prospective investment generally are allocated among 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 relevant investment. Travel and entertainment expenses in connection with a trip taken by employees of Sycamore for purposes of multiple matters will generally be allocated to each such matter based on the time spent

for each matter or other fair and reasonable manner and then the resulting expenses will be allocated to the Funds and/or Sycamore as otherwise set forth herein. Sycamore reserves the right to agree with senior advisors, advisers, strategic partners, joint venture or similar partners, operating partners, third-party consultants (including individual members or employees of Sycamore Executive Advisors), legal advisors, legal consultants or other consultants and external executives, advisory directors (e.g., current and former executives of portfolio companies who periodically act as consultants in their area of expertise for certain portfolio companies or potential acquisition transactions), Service Providers, current or former 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, participation or equity interest granted in the relevant investments or related intermediate entities. While such an arrangement is more favorable to the relevant Fund in that it does not involve an initial cash outlay for the payment of expenses, and could be further 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, participation or equity 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 fair value of such payments or other amounts owed to such persons, which in either case could be substantial. Sycamore expects to be subject to potential conflicts of interest where certain administrative and other functions would not be chargeable to the Funds under the Governing Documents if performed by Sycamore personnel, but Service Providers and other third parties performing the same services generally would be chargeable to the Funds thereunder, and outsourcing to such Service Providers and third parties effectively enables Sycamore and its affiliates to reduce its personnel compensation costs. Each Fund also generally will bear the costs of implementing, reporting (as applicable), monitoring and complying with investment guidelines and directives relating to the Fund’s strategy, including terms and conditions set forth in side letters relating thereto, and (where applicable) environmental, social, governance (ESG), and other standards to which the relevant general partner has committed in making investments on behalf of such Fund. The inclusion of an expense category in a Fund’s Governing Documents will not impose on Sycamore an obligation to charge an expense (or the full amount of that expense) to that Fund; instead, permitted expenses will be allocated and charged in Sycamore’s discretion to the Fund(s) it deems appropriate. Organizational Expenses Funds will also bear organizational expenses and liquidation expenses, as described in further detail in the applicable Fund’s Governing Documents. Alternative Investment Vehicle and Special Purpose Vehicle Expenses From time-to-time, the general partner of a Fund will create certain alternative investment vehicles (“AIVs”), special purpose vehicles (“SPVs”) or similar structuring vehicles for purposes of accommodating certain legal, tax, accounting, regulatory or other considerations of investors or the transaction. While AIVs are generally formed to hold investments outside of the Funds, SPVs are created to hold an investment (or portion thereof) outside of, or as a subsidiary of, the Funds. In the event that Sycamore creates an AIV or SPV, consistent with the Governing Documents of the applicable Fund, such AIV or SPV, and indirectly, the investors thereof, will typically bear all

expenses related to the organization and formation and other expenses incurred solely for the benefit of such AIV or SPV. Placement Agent Fees In the event that Sycamore uses a third-party placement agent, the management fee to which Sycamore is entitled to is reduced by 100% of any placement agent fees, expenses or commissions paid by the Funds. To the extent that the Funds may incur brokerage fees or other transaction costs, these costs will be borne by the respective Fund. Please see Item 12 for further information regarding Sycamore’s brokerage procedures. Other Fees and Expenses Except as otherwise described in a Fund’s Governing Documents in connection with providing advisory services to the Funds, including Related Services, Sycamore does not accept compensation for the sale of securities or other investment products.

If at the time of dissolution of a Fund, any investor in such Fund has not received a preferred return on invested capital, Sycamore and/or its affiliates shall return any carried interest received (net of income taxes) to investors until this return has been achieved. Certain Funds are not required to pay carried interest. These include certain Associates Funds and certain Co-Investment Vehicles, which by their terms may not be required to pay carried interest or a management fee. In addition, certain Funds by their terms will not pay carried interest in the event of the underperformance of such Funds’ underlying investments. The payment by some, but not all, Funds of carried interest or the payment of carried interest at varying rates (including varying effective rates based on the past performance of a Fund) creates an incentive for Sycamore to disproportionately allocate time, services or functions to Funds paying carried interest or Funds paying carried interest at a higher rate, or allocate investment opportunities to such Funds. Generally, and except as may be otherwise set forth in the Governing Documents of the Funds, this potential conflict of interest is mitigated by (i) certain limitations on the ability of Sycamore to establish new investment funds, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously and/or (iii) contractual provisions and procedures setting forth investment allocation requirements. The carried interest has the potential to create an incentive for Sycamore to make riskier, more speculative investments or other manner that is less favorable to investors on behalf of the Funds than Sycamore would make otherwise, although Sycamore 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 amounts at the end of the relevant Fund’s life or at certain interim intervals.

The minimum initial investment by an investor varies from Fund to Fund, subject to waiver by Sycamore in its sole discretion.

Sycamore targets companies that are undermanaged or underperforming as a result of reasons that Sycamore believes it can address within the investment horizon and are company specific (i.e., they can be improved regardless of the macro-environment). Sycamore’s pre-investment activities include the development of a data-driven operating plan that if achieved would generate attractive investment returns. Post-transaction, Sycamore generally partners with company management to execute the plan and improve profitability. Sycamore has built a deep network of executives with broad operating expertise or specific functional expertise that Sycamore believes provides it with a differentiated advantage when evaluating and implementing investment opportunities. Value Orientation: Sycamore seeks situations where there is a clear opportunity to buy assets at below market prices. To accomplish this, Sycamore focuses on situations where there is less competition and/or some ability to “win” on non-economic terms due to transactional complexity. This complexity can take a variety of forms, but often includes: distressed companies, difficult transactions (e.g., carve-outs, bankruptcy situations and complicated take-privates) or industries undergoing change. Sycamore believes acquiring assets at below market prices helps both drive returns and protect against principal loss. Analytical Approach: Data-driven analysis is the underpinning of how Sycamore evaluates investments, develops operating plans and manages portfolio companies. Sycamore believes this

approach allows it to confidently evaluate complex situations and develop detailed operating plans to improve profitability of target companies before making an investment. Deep Industry Knowledge: Sycamore believes that sector expertise helps drive attractive returns through the development of industry-specific relationships and proprietary insights into the evaluation and management of companies. Sycamore intends to focus the majority of its activity in the consumer/retail industry where its investment professionals have been the most active for over twenty years and may opportunistically be active in related or adjacent sectors that draw on the team’s prior experience. Growth Options: Sycamore believes that an attractive investment target should have opportunities to grow, but that base case returns need not depend on the success of such growth. Sycamore looks for opportunities where base case returns can be achieved through execution of the aforementioned operating plan, but where growth options create the potential for higher returns. The existence of such growth opportunities also increases the number of potential options for Sycamore’s Funds to exit an investment. Client Orientation: Sycamore’s investment professionals pride themselves on their ability to partner with management and other constituents in their ecosystem. Sycamore firmly believes that successful investing requires forming deep relationships within the investment and operating community. II. Risk Factors Investing in securities involves a risk of loss that investors should be prepared to bear. This section describes certain risks specifically related to Sycamore’s investment strategy and certain specific types of securities in which Sycamore will direct Funds to invest. It is not a comprehensive list of all risks associated with investments in the securities market, some of which have the potential to affect Sycamore’s investments in extreme circumstances. Prospective investors in a Fund should carefully review, in its entirety, the Fund’s offering memorandum and limited partnership agreement (or other applicable Governing Documents), which include a more complete description of risk factors associated with an investment in such Fund. A. Risks of Sycamore’s Investment Strategy No Assurance of Investment Return: Sycamore cannot provide assurance that it will be able to choose, make and realize investments in any particular company or portfolio of companies. There is no assurance that Sycamore will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions in which Sycamore intends to invest. There can be no assurance that expected returns for Sycamore’s Funds will be achieved, that Sycamore will otherwise be able to carry out its investment program successfully or that an investor will receive a return of its capital. An investment in a Fund should only be considered by persons who can afford a loss of their entire investment. Lack of Sufficient Investment Opportunities: It is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. The business of identifying, structuring and completing private equity transactions is highly competitive and involves a high degree of uncertainty. However, the investors will be required to bear management fees with respect to such Fund during the investment period based on the entire amount of the investors’ commitments to such Fund and other amounts as set forth in its Governing Documents.

Competition for Investments: Sycamore will encounter competition from other entities having similar investment objectives. Potential competitors include other investment partnerships and corporations, governments, individuals, financial institutions, family offices, strategic industry acquirers and other financial investors, including hedge funds, investing directly or through affiliates. Further, over the past several years, an ever-increasing number of private equity funds have been or are being formed (and many existing funds have grown in size). Additional funds with similar investment objectives may be formed in the future by other unrelated parties. Some of these competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk, and more personnel than Sycamore and its affiliates. Sycamore expects that competition for appropriate investment opportunities may increase, which will result in the Funds participating in auctions, the outcome of which cannot be guaranteed, thus reducing the number of investment opportunities available to Sycamore’s Funds and/or adversely affecting the terms upon which investments can be made. Participating in auctions will also increase the pressure on the Funds with respect to pricing of a transaction. For example, given the increasingly competitive environment, Sycamore may find it more difficult to obtain buyer-favorable terms in a transaction, such as receiving an indemnification by the seller for a breach of representations or warranties, the ability to terminate a transaction if financing sources become unavailable or unwilling to fund, or the ability to terminate the transaction if there has been a material adverse change in the company’s business prior to closing of the investment. In addition, Sycamore may encounter competitors for investment opportunities willing to offer seller-favorable terms in a transaction, such as providing a reverse break-up fee and fund level guarantees. In the event a financing-related closing condition is not available to a Fund or if a Fund is required to provide a reverse break-up fee or guarantee in connection with a potential investment, the Fund potentially will become obligated to consummate a transaction on less favorable terms or required to fund the reverse break-up or similar fee in connection with a potential investment that is not made. There can be no assurance that Sycamore will be able to locate, complete and exit investments which satisfy its investment objectives, or realize upon their values, or that it will be able to invest fully its capital. To the extent that Sycamore encounters competition for investments, returns to investors may decrease, including as a result of higher pricing, foregoing opportunities, or negotiating fewer transactional protections in order to remain competitive. Additionally, Sycamore may incur bid, due diligence, negotiating, consulting or other costs on investments that may not be successful. As a result, Sycamore may not recover all of such costs, which would adversely affect returns. Business Risks: A Fund’s investment portfolio is expected to consist primarily of securities issued by non-public companies whose securities are expected to be highly illiquid, and operating results in a specified period may be difficult to predict with any level of precision. It is expected that a Fund’s investment portfolio will also include securities and debt issued by public companies and listed on exchanges in the U.S. or elsewhere, including, potentially in each case, formerly privatelyheld portfolio companies that have consummated initial public offerings during a Fund’s holding period. Such investments may subject a Fund to risks that differ in type or degree from those involved with investments in privately held companies. Public companies may be subject to public reporting requirements that could have a significant impact on the valuation of their shares on any given trading day. Other risks include greater volatility in the valuation of such companies, limitations on the ability of a Fund to dispose of such securities and debt at certain times, increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members and increased costs associated with each of the aforementioned risks. Such investments involve a high degree of business and financial risk which can result in substantial losses. Indeed, investments in non-public companies and/or public companies with comparably smaller market capitalizations whose securities are expected to be illiquid may involve a higher degree of risk than alternative investments.

Risk of Investment Concentration: Sycamore’s Funds are expected to participate in a limited number of investments (and may seek to make several investments in one industry or one industry segment or within a short period of time) and, as a consequence, the aggregate return of a Fund may be substantially adversely affected by the unfavorable performance of any single investment or more than one investment concentrated in one industry, one industry segment and/or within a short period of time. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Fund requires an extended period of time to raise such capital commitments, such Fund may not be able to implement its investment strategy or achieve its investment objectives in the intended manner or on the intended timeline. Such Fund will likely invest in fewer portfolio companies and/or decline certain investment opportunities if there is insufficient capital available, and thus be less diversified. Additionally, a Fund’s organizational expenses could be higher if its fundraising period continues for an extended period. Moreover, since all Fund investments cannot reasonably be expected to perform well or even return capital, for a Fund to achieve above-average returns, one or a few of its investments must perform very well. There can be no assurance that this will be the case. In addition, investors have no assurance as to the degree of diversification of Sycamore’s investments, either by geographic region, asset type or sector. In addition, the Governing Documents generally permit a significant percentage of Fund capital to be invested in any one investment at any one time. Further, Sycamore has sole discretion to determine how to categorize investments, including by treating certain acquisitions as individual investments for purposes of the concentration limits set forth in a Fund’s Governing Documents. To the extent Sycamore concentrates investments in a particular issuer, industry, security or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic and business conditions with respect thereto. Furthermore, if a Fund co-invests with other private equity funds, an investor that is invested in both funds will have exposure to investments through more than one fund. In circumstances where Sycamore intends to refinance all or a portion of the capital invested in a transaction, there will be a risk that such refinancing may not be completed, which could lead to increased risk as a result of a Fund having an unintended long-term investment as to a portion of the amount invested and/or reduced diversification. Reliance on Portfolio Company Management Teams: Each portfolio company’s day-to-day operations will be the responsibility of that company’s management team. Although Sycamore will be responsible for monitoring the performance of each investment and seeks to invest in companies operated by strong management, there can be no assurance that the existing management team, or any successor, will be able to operate the portfolio company successfully. The success of many of Sycamore’s portfolio companies is heavily dependent on the management of such companies. There can be no assurance that the management of a portfolio company on the date an investment is made will continue to be affiliated with the company throughout the period the investment is held. In addition, Sycamore will generally establish the capital structure of companies in which Funds invest on the basis of financial projections for such companies. Projected operating results will normally be based primarily on the judgment of the management of the portfolio company, with adjustments to such projections made by Sycamore in its discretion. In all cases, projections are only estimates of future results that are based upon information received from the portfolio companies and third parties and assumptions made at the time the projections are developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projections. General economic conditions, which are not predictable, can have a material adverse impact on the reliability of projections. Reliance on the General Partner, Professionals and Personnel. Control over the operation of the Funds, including decisions with respect to structuring, negotiating, purchasing, financing and divesting investments, will be vested with the relevant general partner, and limited partners generally have no right or power to take part in the management of the Funds. Consequently, limited partners

will be relying on the ability of the relevant general partner to locate and evaluate the investments to be made by the Fund. The success of the Funds will depend in large part on the skill and expertise of Sycamore’s investment professionals and other personnel. There can be no assurance that such personnel will continue to be associated with or remain in the same roles at Sycamore, and a loss of the services of any such personnel for any reason and for any period of time could impair Sycamore’s ability to implement its investment program or avoid losses. In light of ever increasing competition among alternative asset firms, financial institutions, fund sponsors and other industry participants (including portfolio companies) for hiring and retaining qualified personnel, there can be no assurance that any personnel will continue to be associated with, or remain in the same roles, at Sycamore. Dynamic Investment Strategy: While each general partner intends to seek attractive returns for a Fund through the investment strategy and methods described herein, the relevant general partner expects to pursue additional investment strategies and expects to modify or depart from its initial investment strategy, investment process or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the relevant partnership agreement (or other applicable Governing Documents). A general partner is permitted to pursue investments outside of the industries and sectors in which Sycamore has previously made investments or has internal operational experience. Platform Investments: A Fund or its affiliates may recruit an existing or newly formed management team to pursue a new “platform” opportunity expected to lead to the formation of a future portfolio company. In other cases, a Fund or its affiliates may form a new entity and recruit an existing or newly formed management team to build through acquisitions and organic growth. The structure of each such platform will vary, including in respect of whether a management team’s services are exclusive to the platform and whether members of the management team are employed directly by such platform or indirectly through a separate manager to such platform, and such structures are subject to change throughout an investment’s hold period, for example, in connection with potential restructurings, refinancings and/or dispositions. A Fund may realize a platform investment (in whole or in part) through sale of the platform or a disposition of assets held through the platform. The services provided by the platform’s management team may be similar to, and overlap with, services provided by Sycamore or its affiliates to a Fund or to other investment vehicles, and the services may be provided exclusively to the platform entity. As with a Fund’s other portfolio companies, in respect of all platform arrangements, the relevant Fund will bear the expenses of the management team and/or portfolio company, as the case may be, including, for example, any overhead expenses, management fees or other fees, employee compensation, diligence expenses or other expenses in connection with backing the management team and/or the build out of the platform entity. Such expenses may be borne directly by the Fund as partnership expenses or indirectly as the Fund bears the start-up and ongoing expenses of the newly formed platform. The compensation of management of a platform portfolio company may include management fees (or other fees, including, for example, origination fees), interests in the profits of the portfolio company (or other entity in the holdings structure of the platform investment), including profits realized in connection with the disposition of an asset and other performance-based compensation. Although a platform or employees may be controlled by the Fund and share resources with Sycamore, members of a management team will not be treated as affiliates of the relevant general partner for purposes of the relevant Governing Documents. Accordingly, none of the compensation or expenses described above will be offset against any management fees or carried interest distributions payable to a general partner in respect of the applicable Fund. Certain SPVs can be established as a platform investment that aggregates multiple investments that will be treated as a single portfolio company for certain provisions of the relevant Governing

Documents. In such instances, for purposes of calculating distributions to investors and determining carried interest payable to the relevant general partner, a Fund’s investments in various underlying securities that are made through such SPV are expected to be aggregated and treated as a single investment. By combining multiple investments into a single pool, the timing of distributions will depend on the overall liquidation or performance of the SPV rather than the individual performance of each underlying security. The aggregation of investments for distribution purposes means that limited partners may receive distributions later than they might have if each investment had been treated as a separate investment. The SPV will be reported as a single portfolio investment and investors will have limited visibility into the specific risk characteristics and performance of each underlying security within the SPV. Risks in Effecting Operating Improvements: In some cases, the success of Sycamore’s investment strategy will depend, in part, on the ability of Sycamore to restructure and effect improvements in the operations of a portfolio company. The activity of identifying and implementing operating improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that Sycamore will be able to successfully identify and implement such improvements or that such improvements, if made, will result in improved financial performance. Distressed Investments: A Fund can be expected to invest in the securities and obligations, including debt obligations that are in covenant or payment default, of companies experiencing or expected to experience significant financial difficulties and material operating issues, including companies that may have been, are or will become involved in bankruptcy proceedings or other restructuring, recapitalization or liquidation processes. Investments in such companies involve a substantial degree of risk that is generally higher than the risk involved in investing in companies that are not in financial or operational distress. Given the heightened difficulty of the financial analysis required to evaluate distressed companies, there can be no assurance that Sycamore will correctly evaluate the value of the assets of a distressed company securing its debt and other obligations or correctly project the prospects for the successful restructuring, recapitalization or liquidation of such company. Therefore, in the event that a portfolio company does become involved in bankruptcy proceedings, or a restructuring, recapitalization or liquidation is required, a Fund can lose some or all of its investment or can be required to accept illiquid securities with rights that are materially different than the original securities in which such Fund invested. Further, such investments could, in certain circumstances, subject a Fund to certain additional potential liabilities that may exceed the value of such Fund’s original investments therein. For example, under certain circumstances, a lender who has inappropriately exercised control over the management and policies of a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to a Fund and distributions by a Fund to its investors may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be adversely affected by local statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and doctrines of discretionary judicial power to disallow, subordinate or disenfranchise particular claims. Investments in Smaller or Less Established Companies: Sycamore may invest a portion of its Funds’ capital in the securities of smaller or less established companies. Investments in such smaller or less established companies can involve greater risks than generally are associated with investments in larger or more established companies. To the extent there is any public market for the securities held by the Funds, such securities can be subject to more abrupt and erratic market price movements than those of larger, more established companies. Smaller or less established companies tend to have lower capitalizations and fewer resources and, therefore, often are more vulnerable to financial

failure. Such companies also have shorter operating histories on which to judge future performance, may face competition from companies with greater resources and may require substantial additional capital to support their operations or to finance expansion. Debt Securities: A Fund will invest, either directly or indirectly through one or more special purpose vehicles, in debt securities. Debt securities are subject to creditor risks, including the possible invalidation of an investment transaction as a “fraudulent conveyance” under relevant creditors’ rights laws and so-called lender liability claims by the issuer of the obligations. Further, the laws with respect to creditors and other investors in non-U.S. jurisdictions may not be as comprehensive or as well developed as in the United States, and the procedures for the judicial or other enforcement of such rights may not be as effective as in the United States, and conflicts of interest could arise in the event that a Fund and/or its affiliates own both debt and equity securities of the portfolio company. Additionally, adverse credit events with respect to any portfolio company, such as missed or delayed payment of interest and/or principal, bankruptcy, receivership or distressed exchange, can significantly diminish the value of a Fund’s investment in any such portfolio company. Debt investments can be subject to early redemption features, refinancing options, pre-payment options or similar provisions which, in each case, could result in the issuer repaying the principal on an obligation held by a Fund earlier than expected. In addition, depending on fluctuations of the equity markets, warrants and other equity securities may become worthless. Accordingly, there can be no assurance that a Fund’s rate of return objectives will be realized. Any secured debt is secured only to the extent of its lien and only to the extent of underlying assets or incremental proceeds on already secured assets. Moreover, underlying assets are subject to credit, liquidity, and interest rate risk. Although the amount and characteristics of underlying assets selected as collateral is intended to allow a Fund to withstand certain assumed deficiencies in payments occasioned by an issuer’s default, if any deficiencies exceed such assumed levels or if underlying assets are sold it is possible that the proceeds of such sale or disposition will not be equal to the amount of principal and interest owing to a Fund in respect to its investment. Any subordinated investments of a Fund will be subordinated to the senior obligations of an issuer. In addition, many of the remedies available to subordinated holders are available only after satisfaction of claims of senior creditors. Any such subordinated investments may be characterized by greater credit risks than those associated with the senior obligations of the same issuer. Adverse changes in the financial condition of an issuer or in general economic conditions (or both) may impair the ability of such issuer to make payments on the subordinated securities and result in defaults on and declines in the value of such securities more quickly than in the case of the senior obligations of such issuer. Credit Risks of Investments in Debt Instruments: Credit investments are subject to credit risk, which is the likelihood that a company will default in the payment of principal and/or interest on its obligations, among other covenants and requirements. Financial strength and solvency of a company are key factors influencing credit risk. Portfolio investments may face intense competition, changing business and economic conditions or other developments that may adversely affect their performance and increase credit risk. In addition, subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an investment. In addition, portfolio companies may contest enforcement of foreclosure or other remedies, seek bankruptcy protection against such enforcement and/or bring claims for lender liability in response to actions to enforce debt obligations. If any of the above occurred, a Fund’s ability to make anticipated distributions to limited partners could be delayed or otherwise adversely affected. Portfolio investments could present a high degree of business and credit risk. Portfolio investments could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment or economic and financial market downturns and

dislocations. As a result, portfolio investments that a Fund expected to be stable or improve may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress. Bankruptcy and Other Proceedings: When a company seeks relief under the U.S. Bankruptcy Code (or has a petition filed against it), with limited exceptions, an automatic stay prevents all entities, including creditors, from foreclosing or taking other actions to enforce claims, perfect liens or reach collateral securing such claims. Creditors who have claims against the company prior to the date of the bankruptcy filing must petition the court to permit them to take any action to protect or enforce their claims or their rights in any collateral. Such creditors may be prohibited from doing so if the court concludes that the value of the property in which the creditor has an interest will be “adequately protected” during the proceedings. If the bankruptcy court’s assessment of adequate protection is inaccurate, a creditor’s collateral may be wasted without the creditor being afforded the opportunity to preserve it. Thus, even if a Fund holds a secured claim, it may be prevented from collecting the liquidation value of the collateral securing its debt, unless relief from the automatic stay is granted by the court. If relief from stay is not granted, a Fund may not realize a distribution on account of its secured claim until a plan of reorganization or liquidation for the debtor is confirmed. Bankruptcy proceedings can involve substantial legal, professional and administrative costs to the company and a Fund, and during the process the investee company’s competitive position may erode, key management personnel may depart and the company may not be able to invest adequately. The debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental value. Such investments can result in a total loss of principal. Bankruptcy proceedings are inherently litigious, time consuming, highly complex and driven extensively by facts and circumstances, which can result in challenges in predicting outcomes, and is subject to unpredictable and lengthy delays. The equitable power of bankruptcy judges (as more fully described below) also can result in uncertainty as to the ultimate resolution of claims. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that bankruptcy courts would decide favorably toward, or consistent with the interests of, a Fund. Furthermore, there are instances where creditors and equity holders lose their ranking and priority as such if they are considered to have taken over management and/or functional operating control of a debtor. Execution with Broker Dealers and Financing Sources: Conflicts of interest exist with respect to Sycamore’s selection of brokers, dealers and transaction agents and counterparties (collectively, “Broker Dealers”) and financing sources for the execution of transactions by a Fund. When engaging the services of Broker Dealers and financing sources, Sycamore is permitted to, subject to best execution, take into consideration a variety of factors, including, to the extent applicable, the ability to achieve prompt and reliable execution, competitive pricing, transaction costs, operational efficiency with which transactions are effected, access to deal flow and precedent transactions, and the financial stability and reputation of the particular Broker Dealer or financing source, as well as other factors that Sycamore deems appropriate to consider under the circumstances. Broker Dealers and financing sources may provide other services that are beneficial to Sycamore and its affiliates, but that are not necessarily beneficial to a Fund, including capital introductions, other marketing assistance, client and personnel referrals, consulting services, and research related services. These other services and items may influence the applicable general partner’s selection of Broker Dealers and financing sources. Equitable Subordination: Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of an issuer to the detriment of other creditors of such issuer, (ii) engages in other inequitable conduct

to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control an issuer to the detriment of other creditors of such issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). Due to the nature of debt obligations in which a Fund (directly or indirectly) may invest, the relevant Fund may be subject to claims from creditors of an obligor that debt obligations of such obligor which are held by the Fund should be equitably subordinated. This equitable subordination risk may particularly result from a Fund making debt investments in portfolio companies owned and controlled by the Fund. Particularly, in a bankruptcy proceeding, a Fund’s debt investment in a portfolio company may be subordinated or otherwise adversely affected. Minority Investments: Sycamore’s Funds are permitted to invest in and hold meaningful minority stakes of companies and in companies for which Sycamore has no right to exert significant influence, and in some cases may have limited minority protection rights. The Funds may also co-invest with third parties, thereby acquiring non-controlling interests in certain portfolio companies. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that a third-party partner or co-investor may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals which are inconsistent with those of the relevant Fund, or may be in a position to take action contrary to the Fund’s investment objectives. Furthermore, the Fund may in certain circumstances be liable for the actions of its third-party partners or co-investors. In addition, during the process of exiting investments, the Funds at times may hold minority equity stakes of any size such as might occur if portfolio companies are taken public. As is the case with minority holdings in general, such minority stakes that the Funds may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Where a Fund holds a minority stake, it may be more difficult for the Fund to liquidate its interests than it would be had the Fund owned a controlling interest in such company. Even if a Fund has contractual rights to seek liquidity of its minority interests in such companies, it may be very difficult to sell such interests or seek a sale of such company upon terms acceptable to the Fund, especially in cases where the interests of the other investors in such company have different business and investment objectives and goals. Further, Sycamore will be significantly reliant on the existing management and board of directors of such companies, which may include representatives of other investors with whom Sycamore is not affiliated and whose interests may conflict with the interests of Sycamore’s Funds. Control Position Risk: The Funds generally make investments to acquire control or exercise influence over management and the strategic direction of portfolio companies. The exercise of control over a portfolio company imposes additional risks of liability for environmental damage, product defects, pension liabilities, failure to supervise management and other types of liability in which the limited liability characteristics of business operations generally may be ignored. The exercise of control over a portfolio company could expose Fund assets to claims by the equityholders and creditors of such portfolio company. Upon acquiring control or otherwise exercising influence over the management of a portfolio company, Sycamore or its affiliates are permitted to expand or change the operations of a portfolio company and engage in management of the treasury of such portfolio company. Litigation: In the ordinary course of its business, it is possible a Fund will be subject to litigation. The outcome of such proceedings can materially adversely affect the value of such Fund and may continue without resolution for long periods of time. Any litigation may consume substantial

amounts of Sycamore’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Contingent Liabilities Upon Disposition: In connection with the disposition of a Fund’s investment, a Fund could be required to make (and/or be responsible for another person’s or entity’s breach of) representations and warranties about the business and financial affairs of the applicable portfolio company, the condition of its assets and the extent of its liabilities, in each case generally in the nature of representations and warranties typically made in connection with the sale of similar businesses and may be responsible for the content of disclosure documents under applicable securities laws. It can also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations, warranties or disclosure documents are inaccurate. These arrangements can result in contingent liabilities, which would be borne by Sycamore’s Funds, and investors may be required to return amounts distributed to them to pay for a Fund’s obligations, including indemnity obligations, subject to certain limitations set forth in the applicable partnership agreement. Asset Valuations: Generally, there will be no readily available markets for most of the securities owned by a Fund. Valuations of the investments will be determined primarily by a fund’s general partner in accordance with its partnership agreement, subject to review by its advisory committee, and generally will be final and conclusive. When estimating fair value, the applicable general partner will apply a methodology it determines to be appropriate based on accounting guidelines and the applicable nature, facts and circumstances of the respective investments. Valuations are subject to multiple levels of review for approval. 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 significantly and materially from the prices at which such securities ultimately may be sold. The exercise of discretion in valuation by a fund’s general partner is expected to give rise to conflicts of interest, including in connection with determining the amount and timing of distributions of carried interest and the calculation of management fees and whether and when to write off a portfolio investment which would generally reduce the management fee base. As a result, there may be circumstances where a fund’s general partner is incentivized to determine valuations that are higher than the actual fair value of investments. Valuations are only estimates of future results that are based upon assumptions made at the time that the valuations are developed. General economic, political, regulatory and market conditions and the actual operations of a fund’s portfolio investments, which are not predictable, can have a material impact on the reliability and accuracy of such valuations. Further, certain investments may be distributed in kind to the partners, and it may be difficult to liquidate the securities received at a price or within a time period that is determined to be ideal by such partners. After a distribution of securities is made to such partners, many partners may decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such partners may be lower than the value of such securities determined pursuant to the applicable fund’s partnership agreement, including the value used to determine the amount of carried interest available to the said fund’s general partner with respect to such investment. An independent appraisal generally will not be required and will not expected to be obtained. Risks Arising from Provision of Managerial Assistance: Sycamore intends to use reasonable efforts to avoid having the assets of its Funds from being deemed to constitute “plan assets” of any plan subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the U.S. Internal Revenue Code of 1986 (the “Code”), as amended,

which invests in the Funds and may, in this regard, (i) elect to operate the Funds as a “venture capital operating company” (“VCOC”) within the meaning of regulations promulgated under ERISA and/or (ii) limit participation in the Funds by “benefit plan investors” (within the meaning of Section 3(42) of ERISA) to less than 25% of the total value of each class of equity interests in Sycamore). Operating a Fund as a VCOC would require that such Fund obtain rights to substantially participate in or influence the conduct of the management of a number of such Fund’s portfolio companies. Sycamore may designate one or more directors to serve on the board of directors of one or more portfolio companies as to which it obtains such rights. The designation of directors and other measures contemplated could expose the assets of the Funds to claims by a portfolio company, its other security holders, its creditors and other persons who have a claim against the portfolio company. While Sycamore intends to manage the Funds to minimize exposure to these risks, the possibility of successful claims cannot be precluded. B. Risks Relating to Certain Types of Investments Illiquid and Long-Term Investments: An investment with Sycamore requires a long-term commitment with no certainty of return. There most likely will be little or no near-term cash flow available to investors. Many of the Funds’ investments will be highly illiquid and there can be no assurance that Funds will be able to realize returns on such investments in a timely manner. Consequently, dispositions of such investments may require a lengthy time period or may result in distributions of the portfolio company’s securities (known as “in-kind” distribution) to investors. While an investment may be sold at any time, it is not generally expected that this will occur for a number of years after the investment in a portfolio company is made. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a Fund (including the management fee payable to the relevant general partner) may exceed its income, thereby requiring that the difference be paid from the Fund’s capital, including unfunded commitments. The Funds will generally acquire securities that cannot be sold except pursuant to a registration statement filed under the Securities Act, or in a private placement or other transaction exempt from registration under the Securities Act. In some cases, the Funds will be prohibited by contract from selling certain securities for a period of time. Even where a Fund holds freely tradable publicly traded securities, its investment position may represent a significant portion of the outstanding public securities of a particular company, creating a degree of illiquidity when a Fund wishes to dispose of or reduce its position in such company by selling shares into the market. Investments Longer than Term: Sycamore may make investments that will not be advantageously disposed of, or have liabilities that will not be resolved, prior to the date that a Fund’s investment program is scheduled to end. Although Sycamore expects that such investments will be disposed of suitable for in-kind distribution prior to such date, under certain circumstances, a Fund will have to sell, distribute or otherwise dispose of investments or resolve litigation or other contingent liabilities at a disadvantageous time. In addition, there can be no assurances with respect to the time frame in which the winding up and final distribution of proceeds to investors will occur. Non-U.S. Investments: Sycamore expects to invest a portion of its Funds’ capital outside of the United States. Non-U.S. securities involve certain factors not typically associated with investing in U.S. securities, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and various foreign currencies, and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative liquidity of some foreign securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision

and regulation; (iii) certain economic, social and political risks, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital, the risks of political, economic or social instability and the possibility of nationalization and expropriation of private assets or confiscatory taxation or other changes in law; (iv) differences between U.S. and foreign market contract terms (e.g., foreign contracts do not typically include many of the closing conditions that are commonly found in U.S. contracts); (v) the application of complex U.S. and non-U.S. tax rules to cross-border investments, possible imposition of non-U.S. taxes on a Fund and/or its investors with respect to a Fund’s income, and possible non-U.S. tax return filing requirements for a Fund and/or its investors; (vi) potentially unsettled points of applicable governing law; and (vii) less developed corporate laws regarding fiduciary duties and the protection of investors. Additional risks of non-U.S. investments include: (a) less publicly available information; (b) less welldeveloped and/or more restrictive laws, regulations, regulatory institutions and judicial systems; (c) greater difficulty of enforcing legal rights in a non-U.S. jurisdiction; (d) civil disturbances; and (e) government instability. Investments in the Retail Industry: The Funds have invested in portfolio companies that operate in the retail industry. Investments in the retail industry can involve risks greater than those in other industries and may experience significant fluctuations in returns. The retail industry is highly competitive and is heavily dependent on discretionary consumer spending patterns. Portfolio companies that operate in the retail industry can be sensitive to numerous factors that affect discretionary consumer income, including adverse general economic conditions, changes in employment trends and levels of unemployment, increases in interest rates, weather, acts of war, terrorist or political events, a significant rise in energy prices or other events or actions that may lead to a decrease in consumer confidence or a reduction in discretionary income. Declines in consumer spending on retail merchandise, especially for extended periods, could have a material adverse effect on our business, financial condition and results of operations. Much of the retail merchandise sold in the United States and Canada is manufactured outside the United States and Canada. Trade restrictions, including increased tariffs or quotas, embargoes, safeguards and customs restrictions against retail merchandise items, as well as U.S., Canadian or foreign labor strikes, work stoppages or boycotts could increase the cost or reduce the supply of retail merchandise available to retailers or may require retailers to modify their current business practices, any of which could hurt the business, financial condition and results of operations of portfolio companies that operate in the retail industry. The retail business is seasonal in nature, and any decrease in sales or margins during certain periods could have a material adverse effect on portfolio companies that operate in the retail industry. In addition, the retail industry is characterized by rapidly changing customer demands and the failure to anticipate and respond to changing customer preferences in a timely manner will adversely affect the business and financial condition of portfolio companies that operate in the retail industry. In particular, the dynamic conditions surrounding the White House’s imposition of tariffs on imports into the United States from most of the United States’ international trading partners will impact and create volatility for many economic metrics, including increasing the cost of most retail merchandise. While the full impact of these tariffs cannot be predicted, these policies may result in broad-based slowdown in economic activity and a reduction in demand for retail industry products from a Fund’s investments, all of which would adversely affect the performance of said Fund and its investments. Real Estate: The Funds have invested in portfolio companies that have varying degrees of exposure to real property, including with respect to owning, buying, or selling real estate or relying on real estate as a large part of their operations. Real estate historically has experienced significant fluctuations and cycles in value, and the marketability and value of portfolio companies’ interests in real estate will depend on many factors beyond the control of Sycamore, including but not limited to: changes in local market conditions; changes in tenant demand; the financial condition of tenants,

buyers and sellers of properties; competition from prospective buyers for, and sellers of, other similar properties; changes in interest rates and in the availability, cost, and terms of financing; increased mortgage defaults; increases in borrowing rates; the impact of environmental legislation; changes in tax rates and other operating expenses; uninsured losses or delays from casualties or condemnation; adverse changes in governmental rules and fiscal policies; changes in zoning, building and similar laws; civil unrest; acts of God, including natural disasters; acts of war or terrorism; and other factors that are beyond the control of the portfolio companies, Sycamore and/or and their respective affiliates. In the event that any of the properties that directly or indirectly comprise the Funds’ investments experience any of the foregoing events or occurrences, the value of and return on such investments would be negatively impacted. Use of Leverage: While investments in leveraged companies offer the opportunity for capital appreciation, such investments also involve a higher degree of risk. Fund investments can involve varying degrees of leverage, as a result of which recessions, operating problems and other general business and economic risks may have a more pronounced effect on the profitability or survival of such companies. Moreover, any rise in interest rates can significantly increase a portfolio company’s interest expense, causing losses and/or the inability to service debt levels. If a portfolio company cannot generate adequate cash flow to meet debt obligations, a Fund potentially will suffer a partial or total loss of capital invested in the company. Although borrowings by Funds have the potential to enhance overall returns that exceed a Fund’s cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than such Fund’s cost of funds. In addition, borrowings by a Fund generally are permitted to be secured by such Fund’s capital, as well as by such Fund’s assets. Bridge Financings: From time to time, Sycamore may lend a Fund’s capital to portfolio companies on a short-term, unsecured basis in anticipation of a future issuance of equity or long-term debt securities or other refinancing or syndication. Such bridge loans would typically be convertible into a more permanent, long-term security; however, for reasons not always within Sycamore’s control, such long-term securities may not be issued and such bridge loans may remain outstanding. In such event, the interest rate on such loans may not adequately reflect the risk associated with the unsecured position taken by Sycamore. Need for Follow-On Investments: Following its initial investment in a given portfolio company, a Fund is permitted to provide additional funds to such portfolio company, which may include drawing on a line of credit guaranteed by the commitments of the respective Fund’s limited partners, or consider the opportunity to increase its investment in a portfolio company, for among other reasons, the funding of add-on acquisitions or repayment of indebtedness by a portfolio company or other obligations, contingencies or liabilities to satisfy working capital requests or capital expenditures or in furtherance of a portfolio company’s strategy. There is no assurance that such Fund will make follow-on investments or that such Fund will have sufficient funds to make all or any of such investments. Any decision by a Fund not to make follow-on investments or its inability to make such investments can have a substantial negative effect on a portfolio company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made). Additionally, such failure to make such investments can result in a lost opportunity for such Fund to increase its participation in a successful operation, can result in such Fund’s investment in the relevant portfolio company becoming diluted if a third party invests in such portfolio company and, in circumstances where the follow-on investment is offered at a discount to market value, can result in a loss of value for such Fund. Financial Market Fluctuations and Increased Regulation of Financial Markets: General fluctuations in interest rates, the market prices of securities and economic conditions generally may

reduce the availability of attractive investment opportunities for the Funds and may affect the value of the investments held by the Funds. Instability in the securities markets and economic conditions generally (including a slow-down in economic growth and/or changes in interest rates or foreign exchange rates) may also increase the risks inherent in the Funds’ investments and could have a negative impact on the performance and/or valuation of the portfolio companies. A Fund’s performance can be affected by deterioration in the capital markets and by market events, which, among other things, can impact the public market comparable earnings multiples used to value privately held portfolio companies, investors’ risk-free rate of return, and the ability of portfolio companies to refinance debt securities (including their ability to sell new securities in the public high-yield debt market or otherwise). A widening of credit spreads or a rise in interest rates could reduce investor demand for high yield debt and senior bank debt, which in turn could lead some investment banks and other lenders to be unwilling or less willing to finance new private equity investments or to only offer committed financing for these investments on less favorable terms than had been prevailing in the recent past. The Funds’ ability to generate attractive investment returns for their investors will be adversely affected to the extent Sycamore is unable to obtain sufficient financing and/or favorable financing terms for its investments. Moreover, to the extent that such marketplace events occur, they will have an adverse impact on the availability of credit to businesses generally, and could lead to an overall weakening of the U.S. and global economies. Such an economic downturn could adversely affect the financial resources of borrowers in which the Funds have invested and result in the inability of such borrowers to make principal and interest payments on outstanding debt when due. In the event of such defaults, the Funds would suffer a partial or total loss of capital invested in such companies, which could, in turn, have an adverse effect on the Funds’ returns. Volatility and illiquidity in the financial sector may have an adverse effect on the ability of the Funds to sell and/or partially dispose of their investments. Such adverse effects may include the requirement of the Funds to pay break-up, termination or other fees and expenses in the event Sycamore is not able to close a transaction (whether due to the lenders’ unwillingness to provide previously committed financing or otherwise) and/or the inability of a Fund to dispose of investments at prices that Sycamore believes reflect the fair value of such investments. The impact of market and other economic events may also affect a Fund’s ability to raise funding to support its investment objective. In addition, a downturn in the performance of the public equity markets may limit the ability to exit portfolio company investments through initial public offerings, subsequent follow-on offerings, and/or block trades. Increased SEC Regulation of Investment Advisers and Private Funds: The SEC has proposed, and is expected to continue to propose, rules that will impact the business of Sycamore and the Funds. Such current and future rulemaking is expected to impact Sycamore and its affiliates, the Funds and/or their investments, and the Funds have the potential to bear significant increased costs as a result of such rules. General Economic and Market Conditions: The private equity industry generally and the success of the Funds’ investment activities will be affected by general economic and market conditions, as well as by changes in laws, currency exchange controls, and national and international political and socioeconomic circumstances. While current market conditions may create opportunities for the Funds to make investments at prices that Sycamore believes are attractive, there remain a number of risks. There can be no assurance that the market will, in the future, be liquid, and it may experience periods of volatility in the future. The Funds may be adversely affected to the extent that they seek to dispose of any of their investments into an illiquid or volatile market, and the Funds may find themselves unable to dispose of an investment at a price that Sycamore believes reflects the investment’s fair value. A sustained downturn in the U.S. or global economy (or any particular segment thereof) could adversely affect the Funds’ profitability, impede the ability of the Funds’ portfolio companies to perform under or refinance their existing obligations, and impair the Funds’

ability to effectively exit their investment on favorable terms. Any of the foregoing events could result in substantial or total losses to the Funds in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a portfolio company’s capital structure. Uncertain Economic, Social and Political Environment: From time to time, consumer, corporate and financial confidence is adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence can lead to or extend a localized or global economic downturn. Furthermore, such confidence may be adversely affected by local, regional or global health crises including, but not limited to, the rapid and pandemic spread of novel viruses (e.g., SARS, MERS and COVID-19). Such health crises could exacerbate political, social and economic risks previously mentioned and result in significant breakdowns, delays and other disruptions on a local, regional and global scale, which may have adverse effects on the operating performance of affected portfolio companies. In an effort to contain such health emergencies, governments and private businesses have taken or have the potential to take restrictive measures, including instituting local and regional quarantines, restricting travel (including closing certain international borders), prohibiting public activity (including “stay-at-home” and similar orders), and ordering the closure of large numbers of offices, businesses, schools, and other public venues. Any such measures have the potential to significantly diminish economic production and activity of all kinds and contribute to volatility in the financial markets, demand in many categories of business, as well in the credit and capital markets, with a particularly acute impact on industries dependent on travel and public accessibility, such as the consumer and retail industries that the Funds focus on. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of the Funds and their portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by the Funds and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon the Funds’ portfolio companies. Limited Access to Information; Confidentiality: Investor rights to information regarding a Fund, the relevant general partner or Sycamore generally will be specified, and in many cases strictly limited, by the Governing Documents. In particular, it is anticipated that the relevant general partner and its affiliates will obtain certain types of material information from or relating to a Fund’s investments that will not be disclosed to investors because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of Sycamore’s control. Decisions by Sycamore or its affiliates to withhold information can have adverse consequences for investors in a variety of circumstances. For example, an investor that seeks to transfer its interest in a Fund may have difficulty in determining an appropriate price for such interest. Decisions to withhold information can also make it difficult for an investor to monitor Sycamore and a Fund’s performance. Additionally, investors that designate representatives to participate on a Fund’s advisory committee generally, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other investors. Investors generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials, and Sycamore reserves the right to withhold certain information from investors subject to such laws for reasons relating to Sycamore’s public reputation, business strategy or other reasons. Notwithstanding the foregoing, or the provision

of any Fund’s Governing Documents, Sycamore will not as a matter of policy interpret any Fund’s confidentiality or information rights provisions to: (i) prohibit any limited partner from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any limited partner to provide notification that it has made such reports or disclosures. Material Non-Public Information; Other Regulatory Restrictions: By reason of its responsibilities in connection with its other activities, as well as in connection with officerships or directorships of Sycamore personnel, Sycamore (or its professionals or employees) from time-to-time acquires confidential or material non-public information or is restricted from initiating transactions in certain securities. In addition, the information provided to investors by the Funds may include material non-public information about a portfolio company. The Funds will not be free to act upon any such material non-public information that they acquire, and investors may be restricted in their ability to buy or sell securities of companies about which they have received material non-public information. Similarly, anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent Sycamore or the Funds from entering into transactions with certain individuals or jurisdictions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions restrict or prohibit transactions with or the provision of services to, certain individuals or companies owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. These entities and individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. The lists of OFAC prohibited countries, territories, persons and entities, including the List of Specially Designated Nationals and Blocked Persons, as such list may be amended from time to time, can be found on the OFAC website at www.treas.gov/ofac. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. These types of sanctions may significantly restrict Sycamore’s investment activities in certain emerging market countries. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the United States Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to one Fund’s acquisition of a portfolio company may preclude other Funds from making an attractive acquisition or require one or more other Funds to sell all or a portion of certain portfolio companies owned by them. As a result of any of the foregoing, a Fund can be adversely affected because of Sycamore’s inability or unwillingness to participate in transactions that violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Fund from pursuing certain investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by Sycamore or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Fund will be able to participate in all potential investment opportunities that fall within its investment objectives. Sanctioned Investors: If after subscribing to a Fund a limited partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including OFAC or equivalent non-U.S. authorities) (a “Sanctions List”), the relevant general partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Fund with

applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant limited partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Fund’s activities, could materially and adversely affect the Funds. Assumption of Contingent Liabilities: In connection with an investment, a Fund may assume, or acquire a portfolio company subject to, contingent liabilities. These liabilities may be material and may include liabilities associated with pending litigation, regulatory investigations, environmental actions, or payment of indebtedness among other things. To the extent these liabilities are realized, they may materially adversely affect the value of a portfolio company. In addition, if a Fund has assumed or guaranteed these liabilities, the obligation would be payable from the assets of such Fund, including the remaining commitments of investors. Borrowing and Leverage: The Funds are typically parties to one or more subscription-based credit facilities (including, in some instances, through a special purpose vehicle formed as a subsidiary of a Fund to be the party to a credit facility, with the Fund providing the relevant guarantee and being contingently obligated for the related costs, expenses, and/or liabilities) and borrowings by the Funds under such facilities will generally be secured by the capital commitments of the investors of the relevant Fund, subject to certain limitations, and the terms of such facilities frequently provide that during the continuance of a default under such facilities, the distributions of such Fund’s investors will be subordinated to such facilities. The general partner is authorized to use Fund-level borrowing to pay management fees and to reimburse Sycamore for expenses incurred on behalf of the relevant Fund. Investors may be required to execute an investor acknowledgement for the benefit of the lenders under the subscription credit facility and may be required to acknowledge their obligations to pay their share of indebtedness up to their remaining commitment. Use of a subscription-based credit facility generally results in a higher reported internal rate of return for a Fund than if the facility had not been utilized, and as a result of this and other factors (including that the interest rate on such borrowings may be less than the rate of the preferred return (if any) payable to such Fund’s investors, and that such preferred return (if any) does not accrue on such borrowings, and only accrues on capital contributions when made by such Fund’s investors), presents conflicts of interest. For example, the general partner of a Fund may make distributions prior to the repayment of outstanding borrowings. As a result, use of such facilities or other long-term leverage arrangements with respect to investments can reduce or eliminate the preferred return (if any) received by investors in a Fund and provide the general partner of such Fund with an incentive to fund investments through long-term borrowings in lieu of capital contributions. Subject to the limitations in the Governing Documents of a Fund, the use of a subscription-based credit facility by a Fund is within the applicable general partner’s discretion. Conflicts of interest also have the potential to arise in that the use of Fund-level borrowings typically delays the need for investors to make contributions to a Fund, which in certain circumstances enhances the relevant Fund’s return calculations and thereby may be deemed to benefit the marketing efforts of a general partner and its affiliates. A portfolio company receiving financing from a subscription line, rather than from a Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In addition, because a Fund’s preferred return typically does not accrue on outstanding borrowings, the relevant general partner has an incentive to cause the Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. Further, conflicts of interest have the potential to arise to the extent that a financing is used to make an investment that is sold in part to co-investors (including one or more co-investing Funds), to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, while such co-investors nevertheless stand to receive the benefit of the use of the borrowing, and neither the relevant Fund nor its investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related

costs, expenses and/or liabilities. Subject to the limitations set forth in the Governing Documents, Sycamore generally maintains substantial flexibility in choosing when and how a Fund’s subscription-based credit facility or other credit facilities are used. A Fund is permitted to enter into contractual arrangements, including deferred purchase price payments, staged funding obligations, earn outs, milestone payments, equity commitment letters and other forms of credit support or guarantees, and other contractual undertakings such as indemnification obligations that obligate it to fund amounts to special purpose vehicles, portfolio investments or other third parties. Such arrangements pose many of the same risks and conflicts associated with the use of leverage. A credit agreement or borrowing facility frequently will contain 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 the Fund or impose concentration or other limits on the Fund’s investments, and/or financial or other covenants, that could affect the implementation of the Fund’s investment strategy. In addition, in order to secure a subscription line, the relevant general partner may request certain financial information and other documentation from limited partners to share with lenders. The general partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. A Fund is also permitted to borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable therefor, and in many situations, without receiving separate compensation for providing such guarantee or exposure to such liability. The use of leverage by a Fund generally also will result in fees, interest expense and other costs to such Fund that may not be covered by distributions made to such Fund or appreciation of its investments. While Fund-level borrowings generally will be subject to limitations set forth in the Governing Documents and interim in nature, asset- or intermediate entity-level leverage generally will not be subject to any limitations, including with respect to the amount of time such leverage may remain outstanding. A Fund generally is permitted to incur leverage on a joint, several, joint and several or crosscollateralized basis with one or more other Funds and entities managed by Sycamore or any of its affiliates, including through Fund subsidiaries and other intermediate entities, and may have a right of contribution, subrogation or reimbursement from or against such entities. Subject to the terms of the Funds’ Governing Documents, in the event, certain co-investors (potentially including Service Providers, operating partners, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners) do not share in incurring such leverage, any related guarantees or the related costs, the Fund will disproportionately bear the obligation, 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 such Fund’s investors, and such investors’ contributions may be required to be made directly to the lenders instead of such Fund. Although Sycamore generally structures Funds to avoid circumstances in which one Fund ultimately bears liability for all or part of the obligations of another Fund or any Sycamore affiliate, in certain circumstances lenders and other market participants negotiate for the right to face only select Fund entities, which may result in a single Fund being solely liable for other Funds’ share of the relevant obligation and/or joint and several liability among Funds. In such cases, Sycamore intends to cause the relevant other Funds to enter into a back-to-back guarantee, indemnification or similar reimbursement arrangement, although the Fund undertaking the obligation in the first instance

generally will not receive compensation for being primarily liable under these arrangements. In other circumstances, lenders and other market participants are expected to seek “cross default” rights under which a Fund will be treated as in default under the relevant facility in the event of a default by another Fund or an Sycamore affiliate relating to their respective lending or other facilities; if any such provision were to be triggered, a Fund’s limited partners could suffer adverse effects resulting from any default by any Fund or an Sycamore affiliate, whether or not related to the Fund in which such limited partners have invested. Investment- and Intermediate Entity-Level Borrowing: Under their respective Governing Documents, each Fund is authorized to incur indebtedness that is secured by any assets of the Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees (including “non-recourse carve-outs” or other customary real estate industry guaranties or indemnities (such as environmental indemnities and carry and completion guaranties)) or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Indebtedness is permitted to be incurred for any purpose relating to the activities of the Fund, including without limitation to: finance any investment-related activities of the Fund; increase the buying power of the Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of management fees or other amounts; make, hold or dispose of investments; provide financing or refinancing to portfolio companies; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Further, the Funds are expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Fund’s financing facility for the purposes of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the obligations, risk and/or cost of such financing, or the guarantees or other credit support the relevant Fund provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. Although, in many cases, Fund Governing Documents impose limits on borrowings at the Fund level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. For example, any indebtedness obtained by any special purpose vehicle established by the Fund to hold a single, multiple or all investments (such as a lending facility collateralized or secured by a Fund’s holdings in some or all of its investments) generally would not be subject to the limits on borrowing by the Fund in the Governing Documents. Additionally, letters of credit and/or other guarantees or forms of credit support, in each case which are non-recourse to the Fund, are not subject to any limitation on indebtedness or any other limitation in the Governing Documents. Cybersecurity Risks: Recent events have illustrated the ongoing cybersecurity risks to which portfolio companies are subject, particularly portfolio companies in historically vulnerable industries such as the food services and retail industries. To the extent that a portfolio company, Fund, general partner, Sycamore or one or more of their respective Service Providers is subject to cyber-attack or other unauthorized access is gained to their systems, substantial losses may be incurred in the form of stolen, lost or corrupted (i) data or payment information; (ii) financial information; (iii) software, contact lists or other databases; (iv) proprietary information or trade

secrets; (v) assets, intellectual property or confidential information; or (vi) other items. If technology systems are compromised, become inoperable for extended periods of time or cease to function properly, Sycamore, the general partners, the Funds and/or portfolio companies may incur significant time or expense to fix or replace them and to seek to remedy the effects of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Sycamore’s, the general partners’, the Funds’, portfolio companies’ and/or Service Providers’ operations, including the ability to make distributions to limited partners, and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Third parties, including activist, criminal, nation-state or terrorist actors, may also attempt fraudulently to induce Sycamore, the Funds and/or portfolio companies or their personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. In certain events, failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. The use of internet- or cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. Any of such circumstances could subject Sycamore, the Funds and/or portfolio companies to substantial losses, including reputational harm, financial losses from remedial actions, and/or disruption of operations. Privacy, Data Protection and Information Security Compliance Risk: The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations (“Privacy Laws”) in the United States, Europe and elsewhere could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of Sycamore, the Funds and/or their portfolio companies, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their Service Providers could result in fines, sanctions or other penalties or litigation, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for Sycamore, the Funds and/or their portfolio companies, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include Sycamore, the general partners, the Funds and/or their portfolio companies. Artificial Intelligence and Machine Learning Developments: Recent technological advances in artificial intelligence and machine learning technology (collectively, “Machine Learning Technology”), including OpenAI’s release of its ChatGPT application, as well as the rapid growth and widespread use thereof, have the potential to pose risks to Sycamore, the Funds and the Funds’ portfolio companies. Machine Learning Technology has the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Funds invest, and any such changes could render Sycamore’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. While Sycamore reserves the right to utilize Machine Learning Technology in connection with its business activities, including to support Sycamore’s due diligence and investment activities, Sycamore intends to periodically evaluate and/or adjust internal policies governing use of Machine Learning Technology by its personnel as

needed in its sole discretion. Notwithstanding any such policies, Sycamore personnel, senior executives and other associated persons of Sycamore or any affiliates of Sycamore could, unbeknownst to Sycamore, utilize Machine Learning Technology in contravention of such policies. Sycamore, the Funds and the Funds’ portfolio investments could be further exposed to the risks of Machine Learning Technology if Service Providers or any counterparties, whether or not known to Sycamore, also use Machine Learning Technology in their business activities. Sycamore will not be in a position to control the use of Machine Learning Technology in third-party products or services, including those provided by Sycamore’s and its affiliates’ Service Providers. Use of Machine Learning Technology by any of the parties described in the previous paragraph could include the input of confidential information (including material non-public information) — either by third parties in contravention of non-disclosure agreements, or by Sycamore personnel and affiliates in contravention of Sycamore’s policies, contractual or other obligations or restrictions to which any of the foregoing or any of their affiliates or representatives are subject to, or otherwise in violation of applicable laws or regulations relating to treatment of confidential and/or personally identifiable information (including material non-public information) — into Machine Learning Technology applications, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users. Independent of its context of use, Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error – potentially materially so – and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. Even where Machine Learning Technology is utilizing accurate data, it may, nonetheless, output results that contain, in whole or in part, inaccurate information, which may be difficult or impossible to identify, and it may be difficult or impossible to modify such Machine Learning Technology to eliminate these occurrences. Additionally, the ongoing development, maintenance and operation of Machine Learning Technology is expensive and complex, and may involve unforeseen difficulties including material performance problems and undetected defects or errors. Any such inaccuracies or errors could have adverse impacts on the operations and/or performance of Sycamore, the Funds and/or the portfolio companies. In addition, use of Machine Learning Technology poses various risks related to confidentiality, privacy and cybersecurity. Sycamore personnel also could utilize Machine Learning Technology in contravention of any policies, confidentiality agreements or applicable law. Any of such risks or misuse could have an adverse effect on Sycamore, the Funds and/or the portfolio companies. To the extent that Sycamore, the Funds or the Funds’ portfolio companies are exposed to the risks of Machine Learning Technology use, it could lead to errors affecting Sycamore’s decision-making and investment processes and accordingly could have adverse impacts on Sycamore, the Funds or the Funds’ portfolio companies. Conversely, to the extent competitors of Sycamore and its portfolio companies make more efficient or extensive use of Machine Learning Technology, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning Machine Learning Technology, which could adversely affect Sycamore, the Funds, the portfolio companies and their operations. Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. Any of the foregoing factors could have a material and adverse effect on Sycamore, the Funds and the portfolio companies.

Hedging Arrangements; Registration Requirements: In connection with the acquisition, holding, financing, refinancing or disposition of certain investments, a Fund is authorized to (but is not under any obligation to), as determined by its general partner in its sole discretion, employ hedging techniques designed to reduce the risks of adverse movements in interest rates, securities prices, currency exchange rates and other risks. Sycamore and its affiliates may (but are not obligated to) endeavor to manage a Fund’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and determined by Sycamore and/or its affiliates to be appropriate. A Fund is permitted to incur costs related to such hedging arrangements, which are permitted to be undertaken in exchange-traded or over-the-counter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. Derivative instruments in which a Fund invest may expose such Fund to risks, including counterparty credit risk, leverage risk, hedging risk, correlation risk, liquidity risk, funding risk, operational risk and legal and documentation risk. In some cases, particularly in OTC contexts, hedging arrangements will subject a Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Fund to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements have created, and may in the future create, for Sycamore and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (the “CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Fund or a portfolio company to hedge its exposures becomes limited by such requirements. There can be no assurance that any hedging transactions will be effective in mitigating risk in all market conditions or against all types of risk (including unidentified or unanticipated risks or where Sycamore does not regard the probability of the risk occurring to be sufficiently high as to justify the cost), thereby resulting in losses to a Fund. Swap Agreements: A Fund is permitted to enter into one or more swap agreements. Swap agreements are bilateral contracts entered into primarily by institutional investors for periods often exceeding more than one year. In a standard swap transaction, two parties agree to exchange payment streams derived by reference to different reference points, including, without limitation, asset values, rates or indices. A swap contract generally may not be assigned without the consent of the counterparty, and may result in losses in the event of a default or bankruptcy of the counterparty. Swap transactions, like other financial transactions, involve a variety of significant risks. The specific risks presented by a particular swap transaction necessarily depend upon the terms of the transaction and the Fund’s circumstances. In general, however, all swap transactions involve some combination of market risk, credit risk, counterparty credit risk, funding risk, liquidity risk and operational risk. Highly customized swap transactions in particular may increase liquidity risk. Highly leveraged transactions may experience substantial gains or losses in value as a result of relatively small changes in the value or level of an underlying or related market factor. In evaluating the risks and contractual obligations associated with a particular swap transaction, it is important to consider that generally a swap transaction may be modified or terminated only by mutual consent of the original parties and subject to agreement on individually negotiated terms. Therefore, it may not be possible to modify, terminate or offset a Fund’s obligations or a Fund’s exposure to the risks associated with a transaction prior to its scheduled termination date. Certain swap transactions are subject to mandatory central clearing in the United States and other jurisdictions.

Total Return Swaps: Total Return Swaps (“TRSs”) are swap agreements where a party agrees to pay the counterparty the total return of a specified underlying asset in return for fixed or floating rate payments. Consequently, there are certain legal, tax and market uncertainties that present risks in entering into such swaps. In addition, additional regulations and laws may apply to TRSs that have not heretofore been applied. There can be no assurance that future decisions construing similar provisions to those in any TRSs agreement or other related documents or additional regulations and laws will not have a material adverse effect on a Fund. TRSs may also expose a Fund to liquidity risk. Although a Fund will generally have the ability to terminate a TRS transaction or program at any time, doing so may subject a Fund to certain early termination charges. In addition, there may not be a liquid market within which to dispose of an outstanding TRS even if a permitted disposal might avoid an early termination charge. Credit Default Swaps: A Fund is also permitted to invest and/or hedge through one or more credit default swaps. Credit default swaps are transactions pursuant to which one party transfers the credit risk of a given asset, portfolio of assets or index to another party. A Fund may purchase or sell credit default swaps. Where a Fund purchases credit default swaps, it is expressing a short position in the relevant credit. Where a Fund sells credit default swaps, it is expressing a long position in the relevant credit. Returns to a Fund under a credit default swap are related therefore to the performance of the underlying credit and the instruments it issues. Similarly, the value of any credit default swap depends largely upon changes in the perceived creditworthiness of the relevant credit. The terms of individual credit default swaps will differ by credit default swap counterparty and may change from time to time. A Fund may be required to post collateral in respect of the credit default swaps. Depending on the terms of a particular swap, a Fund may also be permitted or required to add (or receive return of) collateral from time to time based on changes in the perceived creditworthiness of the relevant credit. In certain circumstances, including if a Fund does not have sufficient assets or is unable to provide the requisite amount of collateral, the credit default swap counterparty may terminate the credit default swaps in whole or in part. Credit default swaps on single assets or credits are not yet required to be centrally cleared but may be optionally cleared. As noted above, certain index credit default swaps are subject to mandatory central clearing. Repurchase and Reverse Repurchase Agreements: A Fund is permitted to enter into repurchase and reverse repurchase agreements. When a Fund enters into a repurchase agreement, it will purchase an asset and concurrently agree to resell such asset (or an equivalent asset) at a date in the future at a price roughly equal to the original purchase price plus a negotiated interest rate. When a Fund enters into a reverse repurchase agreement, it will sell an asset and concurrently agree to repurchase such asset (or an equivalent asset) at a date in the future at a price roughly equal to the original purchase price plus a negotiated interest rate. In the event of the insolvency of the counterparty to a repurchase agreement or reverse repurchase agreement, recovery of the repurchase price owed to a Fund or, in the case of a reverse repurchase agreement, the assets sold by a Fund, may be delayed. Because reverse repurchase agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage. If a Fund reinvests the proceeds of a reverse repurchase agreement at a rate lower than the cost of the agreement, entering into the agreement may adversely affect a Fund’s returns. Environmental, Social and Governance (“ESG”) Matters: Sycamore maintains an ESG policy and seeks to consider certain material ESG factors when conducting diligence on an investment in accordance with its policy and consistent with and subject to its fiduciary duty and any applicable legal, regulatory or contractual requirements. The process of selecting and evaluating material ESG factors is subjective by nature, and Sycamore expects to be subject to competing demands from different investors and stakeholder groups with divergent views on ESG (including the role of ESG factors in the investment process). There is no guarantee that the criteria utilized by Sycamore, or

any judgment exercised by Sycamore, will reflect the views, internal policies or preferred practices of any particular investor or other asset manager or reflect market trends. Further, considering ESG qualities when evaluating an investment could result in the selection or exclusion of certain investments based on Sycamore’s view of certain ESG related and other factors and could cause the relevant Funds to make a management decision with respect to an investment differently than they would have made in the absence of the ESG policy. Likewise, Sycamore may proceed with an investment notwithstanding ESG related risk, subject to legal and regulatory requirements. Although Sycamore views the integration of ESG factors in its diligence process to be an opportunity to potentially enhance or protect the performance of its investments over the long-term, Sycamore cannot guarantee that its ESG policy will positively impact the performance of any individual investment or Fund. For the avoidance of doubt, however, Sycamore does not intend to subordinate a Fund’s investment returns or increase a Fund’s investment risks as a result of (or in connection with) the consideration of any ESG factors. The materiality of ESG factors depends on many factors, including the relevant industry, location, asset class, and investment strategy. ESG factors, issues, and considerations do not apply in every instance and will vary by Fund and investment. In addition, in evaluating an investment, Sycamore frequently depends upon information and data provided by a number of sources, including the relevant investments and/or various reporting sources which could be incomplete or inaccurate, and which could cause Sycamore to incorrectly identify, prioritize, assess or analyze an investment’s ESG practices and/or related risks and opportunities. Sycamore does not independently verify all ESG information reported by investments or third parties. Further, Sycamore’s ESG policy, practices and procedures are expected to change over time. ESG integration and responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by asset managers. Sycamore’s policy is expected to vary over time. There is also growing regulatory interest across jurisdictions in improving transparency regarding how asset managers identify and manage financially material ESG risks and adverse impacts, as well as how they define and measure ESG performance. Additionally, Sycamore and its Funds and investments expect to be subject to disclosure laws and regulations related to a range of sustainability matters, or requiring due diligence processes and internal compliance systems in relation to human rights and environmental matters. At the same time, “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions. This evolving landscape results in management burdens and costs and could subject Sycamore to enforcement or other legal or reputational risks. Sycamore cannot guarantee that its current approach to ESG (including its ESG policy) will meet future regulatory requirements or align with market trends. CFIUS and National Security Clearance Considerations: Certain investments by a Fund that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership and control of interests in the Fund and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure” and “critical technology” companies, including investments involving non-U.S. limited partners or co-investors that may be deemed “non-passive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary

penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Fund could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply and enforce the relevant regulations. Any review and approval of a Fund investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of the Fund’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Fund will be able to proceed with, or maintain, such investments on terms acceptable to the Fund. Such limitations or restrictions could adversely affect a Fund’s performance with respect to such investments (if consummated) and thus the Fund’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Fund investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Fund’s commitments, which increases the risk that Fund investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Fund due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the general partner is permitted to restrict such limited partner’s or group’s ability to participate in any investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant advisory committee with respect to such investment. However, there can be no assurance that any such restrictions will allow the Fund to maintain, or proceed with, any investment on terms acceptable to the Fund. Additionally, a Fund is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connections with such third-party investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Fund as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar non-U.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Fund to recognize value from exits and/or making exit transactions more difficult. Outbound Investment Regulation: In August 2023, the President of the United States issued an executive order setting forth a framework to implement outbound investment controls regulating U.S. investment in certain countries and companies deemed to be adverse to U.S. national security and foreign policy interests. In October 2024, the U.S. Department of the Treasury issued a final rule to implement the executive order and establish an outbound investment security program (“OISP”), which became effective on January 2, 2025. OISP imposes notification requirements for, and certain prohibitions relating to, investments by “U.S. persons” as well as their “controlled

foreign entities” into certain entities that have both a nexus to China and that involve semiconductors and microelectronics, quantum information technologies or artificial intelligence. On February 21, 2025, the President of the United States signed a National Security Presidential Memorandum entitled “America First Investment Policy,” which indicates that the OISP restrictions may be expanded to cover biotechnology, hypersonics, aerospace, advanced manufacturing and directed energy, among other sectors, and it is likely that the number of targeted sectors will expand over the life of a Fund. The OISP restrictions could limit the universe of prospective investments available to a Fund, making it more difficult to deploy capital and/or identify buyers for investments on exit. Any failure to comply with OISP could result in significant legal and monetary penalties and/or adverse reputational and other consequences. International Conflicts and Geopolitical Events: Wars and other international conflicts, such as the Israeli-Palestinian conflict and the ongoing conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of a Fund or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to a Fund. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Fund intends to pursue, all of which could adversely affect the Fund’s ability to fulfill its investment objectives. U.S. Taxation of Carried Interest: U.S. federal income tax law treats certain allocations of capital gains to Service Providers by partnerships such as the Funds as short-term capital gain (taxed at higher ordinary income rates) unless the partnership has held the asset that generated such gain for more than three years. This may create an incentive for a general partner to hold an investment for a longer period. In addition, this three-year holding period requirement for long-term capital gains treatment in respect of carried interest may create the potential for conflicts of interest between a general partner and limited partners. For example, a general partner may cause a Fund to borrow more frequently, in greater amounts, or for longer periods; hold investments for longer than it would absent adverse tax consequences to a general partner from a shorter holding period; or waive or defer the distribution or allocation of carried interest to a general partner, potentially changing the character or amount of income allocated to limited partners. LIBOR and other Benchmark Rates which may be Terminated: To the extent that a Fund’s investments, borrowing facilities, hedging activities, or other assets or structures are tied to interest rates based on benchmark or reference rates, including the London Interbank Offered Rate (“LIBOR”), Secured Overnight Financing Rate (SOFR) or other rates (each, a “Benchmark Rate”) which is terminated or ceases to be published or otherwise ceases to be broadly used by the market,

the Fund will be subject to certain potential material risks. Regulators, central banks, governments and other market participants have transitioned historical instruments and contracts away from LIBOR to new Benchmark Rates. This transition includes the potential to: increase volatility or illiquidity in markets; cause delays in or reductions to financing options for the Funds and their portfolio companies; increase the cost of borrowing; reduce the value of certain instruments or the effectiveness of certain hedges; cause uncertainty under applicable legal documentation; or otherwise impose costs and administrative burdens relating to factors that include document amendments and changes in systems. Future transitions to and from Benchmark Rates have the potential to have similar effects. Secondaries and other GP-Led Transactions: There continues to be a significant market for secondary sales, GP-led transactions, continuation funds, successor fund investments and other transactions. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by Sycamore following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where Sycamore believes there is the potential for additional value generation. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets or a new portfolio of assets (including a portfolio that combines assets from multiple Funds sponsored by the Sycamore and its affiliates). However, certain of such transactions are expected to involve a limited partner investing (or being required to invest) additional capital in the existing Fund and/or other investment vehicles, a greater exposure to one or more particular portfolio companies, and/or a delay in the full liquidation of the Fund’s investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant general partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Fund or limited partner and those of Sycamore or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where Sycamore or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction, their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Fund, Sycamore, the relevant general partner and any buyer group relating to the valuation and consideration offered for the subject investment(s). Further, the relevant general partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Fund, and in such circumstances Sycamore reserves the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or the relevant advisory committee prior to the closing of the transaction, there can be no assurance that Sycamore will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of Fund or any individual limited partner or group of limited partners. However, Sycamore reserves the right, in its

sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Governing Documents. Social Media and Publicity Risk: The use of social networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding Sycamore, the Funds or one or more portfolio companies could have a material and adverse effect on the value of the Funds. Financial Institution Risk; Distress Events: An investment in a Fund is subject to the risk that one of the Fund’s banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of the Fund’s (or any portfolio company’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, closure, seizure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces or accounting irregularities. If a Financial Institution experiences a Distress Event, Sycamore, the Funds, the relevant general partner, and/or any of their portfolio companies may not be able to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States are frequently insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation (“FDIC”), in the case of banks, and the Securities Investor Protection Corporation (“SIPC”), in the case of certain brokerdealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any nonU.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of Sycamore to manage the Funds and their investments, and on the ability of Sycamore, any Fund and/or portfolio companies to maintain operations, which in each case could result in operational burdens, significant losses and unconsummated investment acquisitions and dispositions. Such losses have the potential to include: a loss of funds; an obligation to pay fees and expenses in the event the Fund is not able to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of the Fund to access capital contributions or otherwise); the inability of a Fund to acquire or dispose of investments, including at prices that the relevant general partner believes reflect the fair value of such investments; and/or the inability of Sycamore or portfolio companies to make payroll, fulfill obligations and/or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that Sycamore will experience operational burdens and expenses, and a Fund or a portfolio company will incur additional expenses and/or delays in putting in place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that Sycamore will be able to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, or that such remedies will be successful or avoid losses, delays or other negative impacts. The Funds and their portfolio companies are subject to additional risks in the event a Financial Institution utilized by investors of a Fund or Service Providers or other counterparties of a portfolio company become subject to Distress Events, which could have a

material adverse effect on a Fund, its investors or such portfolio companies, including the risk of investor defaults. Many Financial Institutions require, as a condition to using their services (including lending services), that Sycamore and/or the relevant Fund maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. Although Sycamore seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, Sycamore is under no obligation to use a minimum number of Financial Institutions with respect to any Fund, or to maintain account balances at or below the relevant insured amounts. Inflation and Deflation. Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Fund’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which the Fund invests and may make defaults more likely, which may result in a decline in the value of the Fund’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the Fund’s investments and its aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. Additionally, because the preferred return is not linked to the rate of inflation, as the rate of inflation increases, the proportion of real returns (i.e., the nominal rate of return less the rate of inflation) treated as preferred return decreases and the proportion of real returns subject to performance-based compensation increases. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Fund. Unfunded Pension Liabilities of Portfolio Companies. In at least one circuit, a court found that, in certain circumstances, an investment fund could be treated as a “trade or business” for purposes of determining pension liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Therefore, where an investment fund owns 80% or more (or, possibly, under certain circumstances less than 80%) of a portfolio company, such fund (and any other 80%-owned portfolio companies of such fund) might be found liable for certain pension liabilities of such a portfolio company to the extent the portfolio company is unable to satisfy such liabilities. A Fund is permitted to invest in a portfolio company that has unfunded pension fund liabilities, including structuring the investment in a manner where the Fund owns an 80% or greater interest in such a portfolio company. If a Fund (or other 80%-owned portfolio companies of the Fund) were deemed to be liable for such pension liabilities, this could have a material adverse effect on the operations of the Fund and the companies in which the Fund invests.

Neither Sycamore nor any of its management persons have such relationships or arrangements. Sycamore is affiliated with Sycamore Partners GP, L.L.C., Sycamore Partners GP (Cayman), L.P., SP GP (Cayman) Ltd., Sycamore Partners II GP, L.P., Sycamore Partners III GP, L.P., Sycamore Partners IV GP, L.P., and SP Goddard GP LLC. Each of such entities serves as a general partner of a Fund advised by Sycamore (referred to in this Brochure as the “GP Entities”). The information in this Brochure regarding the advisory services provided by “Sycamore” shall also apply to and include the GP Entities. Sycamore does not recommend or select other investment advisers for Funds.

As part of its compliance program, Sycamore has adopted a personal trading policy requiring all personnel to disclose all holdings in personal trading accounts and all personal securities transactions in a timely manner. Sycamore also maintains a “restricted list” of companies about which a determination has been made that it is prudent to restrict trading activity by Sycamore and/or its personnel. Generally, an employee may not trade securities of a company included on the restricted list; however, exceptions may be granted under certain circumstances. Sycamore also requires

employees to pre-clear transactions in the securities of certain issuers that are not on the restricted list, as determined by Sycamore from time to time. Sycamore has also adopted policies and practices regarding the control of non-public information and political contributions. Sycamore’s compliance program is designed to promote the ethical behavior of all of Sycamore’s personnel and to ensure compliance with applicable regulation and best practices. Sycamore will provide a copy of its code of ethics to any investor upon request. However, Sycamore reserves the right to refine and modify the code of ethics and its other policies and procedures over time. No investor or prospective investor should invest with Sycamore on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Funds or the expenses borne thereby. II. Interest in Client Transactions Sycamore’s affiliates, the general partners of the Funds, retain the right to invest side by side with the Funds as set forth in a Fund’s Governing Documents. It is Sycamore’s policy not to engage in any principal transactions without disclosing to a Fund before the completion of such transaction the capacity in which Sycamore is acting and obtaining the consent of such Fund’s advisory committee, which is comprised of representatives of the investors in such Fund, to such transaction. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any advisory client. A principal transaction may also be deemed to have occurred if a security is crossed between any two Funds, and Sycamore or its affiliates own a large portion of one of the Funds. It is Sycamore’s policy not to engage in agency cross trading transactions without consent of the advisory committees of the applicable Funds. An agency cross trading transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. In addition, subject to the relevant Funds’ Governing Documents, Sycamore may cause a Fund to purchase securities from or sell securities and investments to other Funds when Sycamore believes such transactions are in the best interests of the Fund. In some cases, a portfolio company of one Fund will be merged with or into a portfolio company owned by another Fund. Any of these transactions raise potential conflicts of interest, including where: (i) the investment of one Fund supports the value of portfolio companies owned by another Fund; or (ii) the transaction allows Sycamore or its affiliates to realize carried interest or receive future management fees or other compensation with respect to such investments. These conflicts are heightened to the extent the relevant securities are illiquid or do not have readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. To the extent required by a Fund’s Governing Documents or otherwise in the sole discretion of Sycamore, Sycamore reserves the right to seek to mitigate such conflicts by seeking approval from such Fund’s advisory committee and/or input from an unaffiliated third party (including the use of a consultant or investment banker paid for by such Fund to opine as to the fairness or “arm’s-length” nature of a purchase or sale price, whether or not part of a formal fairness opinion, “request for proposal” process, or proposal or quotation provided exclusively for the benefit of Sycamore) or by obtaining the consent of the relevant Funds (including,

where authorized, the consent of each Fund’s advisory committee) to such transactions. Sycamore reserves the right to determine that the willingness of a third party to make an investment on the same or similar terms demonstrates the fairness of the relevant transaction to the Fund under thencurrent market conditions and therefore determine not to obtain a consent or fairness opinion. Sycamore intends that any such transactions be conducted in a manner that it believes to be fair and equitable to each Fund under the circumstances, including a consideration of the potential present and future benefits with respect to each Fund. Further, cross transactions are expected to arise in the context of co-investment syndications and automatic or other re-balancings of investments among parallel investing entities, and, in such circumstances, Sycamore generally will not seek a fairness opinion or advisory committee consent given that such transactions typically are effected close in time to the initial Fund’s investment or pursuant to authorizing provisions in the relevant Governing Documents. Sycamore and certain employees and affiliates of Sycamore invest in and alongside the Funds, either through the general partners of the Funds, as direct investors in the Funds (e.g., Associates Funds) or otherwise. In particular, certain Funds are comprised primarily of current and former managing directors, officers, employees and/or consultants of Sycamore and/or friends and family of Sycamore (e.g., Associates Funds). All or a portion of the management fee and carried interest related to investments held by Funds are in certain cases reduced or eliminated. From time to time, Sycamore advises or encourages portfolio companies of one Fund to do business with the portfolio companies of another Fund where doing so may be mutually beneficial to both portfolio companies and effected via arms’ length transactions. Occasionally, portfolio companies of one Fund will also do business with portfolio companies held by the same Fund or another Fund pursuant to an arrangement that predates Sycamore’s acquisition of one or both portfolio companies. Sycamore reserves the right to deem a transaction that has been effected independently of Sycamore to be arms’ length. Certain portfolio companies of one Fund do business with a portfolio company of another Fund. Conflicts of interest will arise in this scenario because Sycamore has an incentive to maintain goodwill between the portfolio companies of each respective Fund, although the products or services recommended may not necessarily be the best or lowest cost option available to the portfolio companies, and could result in higher expenses for the portfolio company (and a disadvantage to the Fund holding such portfolio company); a conflict will also arise if such circumstances create a financial advantage for the relevant Fund holding the service-providing portfolio company. Sycamore undertakes no minimum amount of benchmarking for the rates or costs of such services and products, and does not represent that any such benchmarking ultimately will be accurate, comparable or relate specifically to the assets, services, geographies or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, Sycamore reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Benchmarking data generally includes information relating only to hourly or project-based rates, and so generally does not include the value of any profits, participation or equity interests (including co-investment opportunities) in or relating to portfolio companies with respect to which the relevant services are provided; as such, references to “arms-length” (or similar formulations) rates or terms refer only to the contracted-for hourly or project-based rates. Due in part to the fact that investors and potential investors in a Fund, including a Co-Investment Vehicle, request different information, Sycamore provides certain information to one or more investors or prospective investors that it does not provide to all investors or prospective investors.

III. Other Matters Overview and Other Activities: Actual, potential and apparent conflicts of interest arise between the Funds and Sycamore, its senior investment professionals and/or affiliates. Sycamore and its affiliates will take such actions as they determine in good faith are necessary or appropriate to ameliorate such conflicts, but there can be no assurance that such conflicts will be resolved in a manner that is favorable to the Funds. Except as provided in the applicable Fund’s Governing Documents, Sycamore expects to expand the range of services that it provides over time and will not be restricted in the scope of its business or in the performance of any such service (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest. Sycamore and its related entities engage in a broad range of advisory and non-advisory activities, including investment activities for their own account and for the account of other Funds, and providing transaction-related, legal, management and other services to Funds and portfolio companies. Sycamore will devote such time, personnel and internal resources as are necessary to conduct the business affairs of the Funds in an appropriate manner, as required by the Governing Documents, although the Funds and their respective investments will place varying levels of demand on these over time. In the ordinary course of Sycamore conducting its activities, the interests of a Fund likely will conflict with the interests of Sycamore, one or more other Funds, portfolio companies or their respective affiliates in certain circumstances. Certain of these conflicts of interest are discussed herein. As a general matter, Sycamore will determine all matters relating to structuring transactions and Fund operations using its reasonable judgment considering all factors it deems relevant, but in its sole discretion, subject in certain cases to the required approvals by the advisory committees of the participating Funds. Except to the extent prohibited by the relevant Governing Documents, Sycamore, its personnel are permitted to market, organize, sponsor or act in other capacities (including as director, founder or manager) for other pooled investment vehicles, accounts or special purpose acquisition company (“SPACs”) and to receive compensation (including in the form of management fees, performancebased compensation, founders’ equity or similar interests) relating thereto. Allocation of Investment Opportunities: Until the time that Sycamore is permitted under a Fund’s Governing Documents to commence a successor Fund, substantially all appropriate investment opportunities that meet the Fund’s investment criteria will be pursued by Sycamore principals for the benefit of such Fund, subject to certain limited exceptions set forth in the Governing Documents and Sycamore’s allocation policy. In addition, the Governing Documents provide Sycamore with wide-ranging authority to make determinations such as the cessation of a Fund’s investment period and the commencement of a successor Fund’s investment period (including timing determinations relating to each of the foregoing). Such determinations generally dictate whether a predecessor or successor fund will be allocated investment opportunities and, therefore, Sycamore faces conflicts of interest in making such determinations. To the extent an investment opportunity is received that is unsuitable for a Fund, in Sycamore’s sole discretion, Sycamore and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. Sycamore expects to be presented with certain investment opportunities that would suitable for multiple Funds and other investment vehicles operated by advisory affiliates of Sycamore. In determining which investment vehicles should participate in such investment opportunities, Sycamore and its affiliates are subject to conflicts of interest among such investment vehicles. Except as required by the Governing Documents, Sycamore is not obligated to recommend any investment to any particular investment vehicle. Investments by more than one client of Sycamore in a portfolio company also have the potential to raise the risk of using assets of a client of Sycamore to support positions taken by other clients of Sycamore.

Sycamore will encounter situations in which it must determine how to allocate investment opportunities among the Funds and other persons, including but not limited to co-investment vehicles that have been formed to invest side-by-side with one or more Funds (the investors in such co-investment vehicles may include investors in the Funds and/or individuals and entities that are not investors in any of the Funds), investors whose co-investment Sycamore determines in good faith will provide strategic benefits for the Funds or their portfolio companies, and other investment vehicles besides the Funds, and investments similar to those in which the Funds invest or will be investing. To determine whether a Fund or other investment vehicles sponsored by Sycamore or its affiliates will participate in the relevant investment opportunity, Sycamore generally assesses whether an investment opportunity is appropriate for each relevant Fund based on the terms of such Fund’s limited partnership agreement (or other applicable Governing Documents), as well as factors including but not limited to: each Fund’s investment restrictions and objectives (including those set forth in the relevant fund’s partnership agreements, where applicable), strategy, risk profile, time horizon, tax sensitivity, tolerance for turnover, asset composition, cash level (if any), existence of a formal or informal strategic relationship with the prospective co-investor, applicable tax and regulatory considerations, life cycle, structure and other relevant factors. A Fund generally reserves the right to invest together with other funds advised by an affiliated adviser of Sycamore in the manner set forth in the relevant partnership agreements (or other applicable Governing Documents) and Sycamore’s allocation policy, which may be amended from time to time. Sycamore will determine the allocation of investment opportunities among Funds in a manner that it believes is fair and equitable to its clients under the circumstances over time consistent with Sycamore’s obligations and reserves the right to take into consideration factors such as those set forth above, among others. In the event that the available amount of an investment opportunity in which a Fund will invest exceeds an amount appropriate for such Fund, Sycamore reserves the right to offer co-investment opportunities to one or more potential co-investors, including operating partners, members or employees of Sycamore Executive Advisors, vendors, Service Providers and/or other third parties, as determined by the relevant Governing Documents, side letters and Sycamore’s allocation policy. In certain cases, determinations to allocate such amounts or investment opportunities to Service Providers will be made prior to the determination of the availability of the relevant opportunity for other co-investors, and as such generally will decrease the amount of co-investment opportunities available. The allocation of co-investment opportunities has the potential to involve a benefit to Sycamore, including, without limitation, fees or carried interest from the co-investment opportunity. Sycamore reserves the right to determine, in its sole discretion, whether to charge management fees, carried interest and/or one-time funding fees in respect of co-investments, which, for the avoidance of doubt, will not offset or otherwise reduce management fees or other expense borne by another Fund. Any such fees are expected to be calculated solely with respect to each co-investment. For the avoidance of doubt, except as otherwise agreed by Sycamore, investment in a Fund does not entitle investors to be presented with or otherwise participate in any co-investment opportunities. The allocation of investment opportunities among a Fund and any of the other investment vehicles sponsored by Sycamore, its senior investment professionals or its affiliates will not always, and often will not, be proportional. Therefore, such allocations have the potential to be more advantageous to a Fund relative to one or all of the other investment vehicles, or vice versa. While Sycamore will allocate investment opportunities in a way that it believes in good faith is fair and equitable over time to its Funds, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or terms on which the allocation is made, will be as favorable as they would be if the conflicts of interest to which Sycamore may be subject did not exist. Allowing any coinvestment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Fund, and Sycamore expects to be subject to potential conflicts

of interest in determining the amount of investment opportunity that should be allocated to the relevant Fund because (i) co-invest opportunities generally appeal to Fund investors and third parties, (ii) to the extent co-investments made by Fund investors are not subjected to management fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons in a manner not subject to the “most-favored nation” provisions of a Fund’s Governing Documents, and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the management fee offset provisions of a Fund’s Governing Documents. Co-investments typically involve investment and disposal of interests in the applicable portfolio company at the same time and on the same terms as the Fund making the investment. However, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund or CoInvestment Vehicle) is permitted to purchase a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a coinvestor, Fund or Co-Investment Vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment, but, in certain instances, could occur well after the Fund’s initial purchase. In such event, the relevant Fund bears the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost or at a lower amount, at a time when the general partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. There is no guarantee that a Fund will be adequately compensated for purchasing and holding investments later sold to other Funds, Co-Investment Vehicles and other co-investors. Where appropriate, and in Sycamore’s sole discretion, Sycamore reserves the right to charge interest on the investment to the purchasing Fund, Co-Investment Vehicle and/or other co-investor (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent any such amounts are not so charged or reimbursed (including charges or reimbursements required pursuant to applicable law), they generally will be borne by the relevant selling Fund. To the extent such a syndication is made, the general partner’s interest in limiting the Fund’s exposure to a given investment while providing a potential benefit to coinvestors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Fund would be required to (i) bear the entire portion of any breakup, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a largerthan-expected investment in such portfolio company, (iii) receive less-than-fair-market value for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment. Additionally, conflicts of interest can arise if a Fund makes an investment in a portfolio company in conjunction with an investment made by a Co-Investment Vehicle, or if it were to invest in the securities of a portfolio company in which another investment vehicle sponsored by Sycamore or one of its affiliates has already made an investment. For instance, a Fund may not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as such other investment vehicle. In so doing, differences in price, investment terms, leverage and associated costs between a Fund and any other Co-Investment Vehicle are expected to arise. Investments by more than one client of Sycamore in a portfolio company also have the potential to raise the risk of using assets of one client of Sycamore to support positions taken by other clients. There can be no assurance that a Fund and the other Co-Investment Vehicle (s) will

make follow-on investments, if any, pari passu, or exit the investment at the same time or on the same terms, and there can be no assurance that a Fund’s return on such an investment will be the same as the returns achieved by any other Co-Investment Vehicle participating in the transactions. Where multiple Funds invest or consider investments in the same company at different times, the first Fund to invest typically will bear all or a higher level of diligence and transaction fees, costs and expenses than later Funds (whether such later Funds have the same strategy or a different strategy than the first Fund); similarly, to the extent a transaction does not proceed, the first Fund to invest typically will bear the full amount of broken deal expenses relating to the transaction, regardless of whether other Funds could or would have invested in the company in potential future transactions. Sycamore and its affiliates reserve the right to express inconsistent views of commonly held investments or of market conditions more generally, including in instances where different portfolio managers or personnel express different views regarding the same investment. There can be no assurance that the return on one Fund’s investments will be the same as the returns obtained by other Funds participating in a given transaction. Given the nature of the relevant conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both Funds. In that regard, actions taken for one or more Funds may adversely affect other Funds. In certain circumstances, a Fund and a Co-Investment Vehicle may make an initial investment in the same portfolio company, and an opportunity for a follow-on investment in such company subsequently arise. Subject to the relevant Governing Documents, Sycamore reserves the right to allocate the full follow-on investment opportunity to the Fund. As a result, the Fund (and, indirectly, such Fund’s limited partners) would bear the full cost of the follow-on investment in such a case, which would increase the Fund’s exposure to the relevant portfolio company and could result in greater losses than if the Fund had been allocated a smaller portion of such follow-on investment. There can be no assurance that any follow-on investment will result in additional returns to the Fund, or that the Fund will not incur losses on its increased investment. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the Funds. In exercising its discretion to allocate investment opportunities, Sycamore is expected to be faced with a variety of potential conflicts of interest. For example, in allocating an investment opportunity among the Funds with differing fee, compensation or expense structures, Sycamore will have an incentive to allocate investment opportunities to the Funds from which Sycamore or its affiliates will derive, directly or indirectly, a higher fee, compensation or other benefit. While Sycamore will attempt to resolve all such conflicts of interest in a manner it believes to be fair and equitable, there is no guarantee that it will be able to do so. Sycamore, its affiliates, and equity holders, officers, principals and personnel of Sycamore and its affiliates reserve the right to buy or sell securities or other instruments that Sycamore has recommended to a Fund. In addition, officers, principals and personnel reserve the right to buy securities in transactions deemed unsuitable for a Fund, but will not in such circumstances be required to share in, reimburse or compensate the relevant Fund for due diligence or other expenses (including broken deal expenses) incurred by the Fund in connection with the Fund’s consideration of the relevant investment opportunity. Any such transactions are subject to any restrictions in the Governing Documents and any related policies and procedures set forth in Sycamore’s Code of Ethics. The investment policies, fee arrangements and other circumstances of these investments generally vary from those of any Fund. Personnel and related persons of Sycamore have, and are expected to continue to have, capital investments in or alongside certain Funds, or in prospective portfolio companies directly or indirectly, as well as in investment vehicles (including private funds) sponsored by potential competitors, and therefore expect to have additional potential conflicting interests in connection with these investments.

Co-Investments: Sycamore expects to provide (or agree to provide) investment or co-investment opportunities (including the opportunity to participate in Co-Investment Vehicles) to certain current or prospective investors or other persons, including other sponsors, market participants, finders, operating partners and other Service Providers, portfolio company management or personnel, Sycamore personnel and/or certain other persons associated with Sycamore and/or its affiliates (e.g., a vehicle formed by Sycamore’s principals to co-invest alongside a particular Fund’s transactions), in each case on terms to be determined by Sycamore in its sole discretion in accordance with the relevant Governing Documents, side letters, and Sycamore’s allocation policy. In certain cases, determinations to allocate such amounts or investment opportunities to vendors or Service Providers will be made prior to the determination of availability of the relevant opportunity for other coinvestors, and, as such, generally will decrease the amount of co-investment opportunities available. Due to the nature of the service provider relationships and the timing of services these persons have the potential to have information advantages relative to other investors or co-investors. Sycamore is permitted to take into consideration a variety of factors in determining co-investment allocations, including, but not limited to: expressed interest in co-investment opportunities; expertise of the prospective co-investor in the geographic location, market or industry to which the investment opportunity relates; perceived ability to quickly execute on transactions; tax, regulatory, securities laws and/or other legal considerations (e.g., qualified purchaser or qualified institutional buyer status); confidentiality or publicity concerns, including those that have the potential to arise in connection with providing the prospective co-investor with specific information relating to the investment opportunity; perceived ease of process in coordinating or completing the investment with the prospective co-investor or co-investors similar thereto; Sycamore’s perception of whether the investment opportunity has the potential to subject the prospective co-investor to legal, regulatory, reporting or other burdens that make it less likely that the prospective co-investor would act upon the investment opportunity if offered or would impair Sycamore’s ability to execute the relevant transaction in the desired time or on desired terms; size of the investment allocation and practicality of dividing it up among multiple co-investors; lender requirements; perceived public relations and reputational benefits or costs; existence of a formal or informal strategic relationship with the prospective co-investor; the size and/or timing of a commitment to a Fund; and whether Sycamore believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant portfolio company, other portfolio companies, or the Funds. Although Sycamore reserves the right to consider a prospective co-investor’s willingness to invest in future Funds, such willingness generally will not be the sole determining factor considered by Sycamore in identifying co-investors. Sycamore reserves the right to grant certain third-party investors (including anchor or other early-committing investors or investors making large commitments) the opportunity to evaluate specified amounts of prospective co-investments in Fund portfolio companies or otherwise to have priority in co-investment opportunities. Conflicts of interest are expected to arise in the allocation of co-investment opportunities. The allocation of co-investment opportunities, which may be made to one or more persons for any number of reasons as determined by Sycamore in its sole discretion, may not be in the best interests of a Fund or any individual limited partner. In exercising its sole discretion in connection with such co-investment opportunities, Sycamore is permitted to consider some or all of a wide range of factors, which may include factors which benefit Sycamore, such as the likelihood that an investor may invest in a future Fund. Furthermore, Sycamore expects to make decisions regarding whether and to whom to offer coinvestment opportunities in consultation with other participants in the relevant transactions, such as a co-sponsor. Co-investment opportunities typically will be offered to some and not to other limited partners, and the considerations of the factors set forth above likely will result in certain investors receiving multiple opportunities to co-invest while others expressing interest in co-investments have

the potential to receive none. When and to the extent that personnel and related persons of Sycamore make capital investments in or alongside certain Funds, Sycamore is subject to potentially conflicting interests in connection with these investments. There can be no assurance that any Fund’s return from a transaction would be equal to and not less than another Fund participating in the same transaction, or that it would have been as favorable as it would have been had such conflict not existed. Sycamore’s allocation of co-investment opportunities among the persons and in the manner discussed herein may not, and often will not, result in proportional allocations among such persons, and such allocations may be more or less advantageous to some such persons relative to others. Allocation of Fees and Expenses: In exercising its discretion to allocate fees and expenses, Sycamore is faced with a variety of potential conflicts of interest. Any such conflict will be resolved as required by the Governing Documents of the applicable Funds or otherwise in a manner it believes to be fair and equitable, as determined by Sycamore. In general, Sycamore will allocate fees and expenses incurred in connection with the management of a Fund between Sycamore and the applicable Fund in accordance with such Fund’s Governing Documents, or to the extent not addressed in such documents or agreements, in its sole discretion, in each case using good faith and its best judgment. Sycamore will allocate fees and expenses to be borne by particular Fund families or particular Funds within a Fund family among the applicable Funds in accordance with the applicable Governing Documents or to the extent not addressed in such documents or agreements in its sole discretion, in each case using good faith and its best judgment. Sycamore will make any corrective allocations and take any mitigating steps if it determines such corrections are necessary or advisable. The appropriate allocation among Funds and co-investors of expenses and fees generated in the course of evaluating potential investments which are not consummated, such as out-of-pocket fees associated with due diligence, attorney fees and the fees of other professionals, will be determined by Sycamore and its affiliates in their good faith discretion, consistent with the Governing Documents of the Funds, as applicable. If multiple Fund families or Funds evaluate a potential investment that is not consummated, Sycamore generally allocates the fees and expenses generated in the course of evaluating such investment among the Fund families or Funds based on the anticipated investment of each Fund. As Co-Investment Vehicles are only created on a deal by deal basis, and would generally not have been established were an investment not consummated, such fees and expenses would not be allocated to such a Co-Investment Vehicle; rather, the relevant Fund(s) will bear such Co-Investment Vehicle’s portion of expenses. Were a co-sponsor to participate in an unconsummated potential investment opportunity, typically such co-sponsor would bear its share of such fees and expenses based on the anticipated investment by such co-sponsor. In certain circumstances, one Fund is expected to pay an expense or obligation common to multiple Funds and/or co-investors (including, without limitation, legal expenses for a transaction in which all such Funds and/or co-investors participate, or other fees or expenses in connection with services the benefit of which are received by other Funds and/or co-investors over time), and be reimbursed by the other Funds for their share of such expenses or obligations, without interest. To the extent the paying Fund makes use of a credit facility to pay such expense, it generally will be reimbursed separately by other Funds for the costs of establishing, negotiating, renegotiating, refinancing or maintaining the facility as a whole. While Sycamore believes such circumstances to be highly unlikely, it is possible that one of the other Funds could default on its obligation to reimburse the paying Fund. In certain circumstances, Sycamore, the relevant general partner or an affiliate thereof is expected to advance amounts related to the foregoing and receive reimbursement from the Funds, without interest, to which such expenses relate. With respect to allocating other expenses among Fund(s), including Co-Investment Vehicles, and/or third parties, as appropriate, to the extent not addressed in the Governing Documents of a Fund,

Sycamore will make any such allocation determination in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation. Generally, certain fees and expenses that are not specifically related to a Co-Investment Vehicle or to an investment made by a Co-Investment Vehicle are payable by the Funds other than Co-Investment Vehicles and not the Co-Investment Vehicles themselves. Sycamore will make any corrective allocations and take any mitigating steps if it determines such corrections are necessary or advisable. Positions with Portfolio Companies: From time to time, employees of Sycamore will serve as directors or managers of portfolio companies. While conflicts of interest are present when such employee’s fiduciary duties as a director conflict with those of the applicable Fund, it is expected that the interests will generally be aligned. The portion of any fees, net of related expenses, received by such employees or Sycamore for such services and attributable to a particular Fund are 100% offset against the management fees payable by such Fund, to the extent such Fund pays a management fee. Investments in which a Fund May Have a Different Interest: The Funds invest in a broad range of securities, instruments and obligations throughout the corporate capital structure. These investments include (but are not limited to) investments in common equity securities, preferred equity securities and corporate loans and debt obligations. Accordingly, a Fund can invest in different parts of the capital structure of an issuer. For example, a Fund could, directly or indirectly, invest in the indebtedness of a portfolio company in which such Fund also holds equity securities. To the extent any such portfolio company triggers an event of default under the applicable credit (or other similar) agreement, the general partner of such Fund expects to seek to manage the investment, including how to exercise such Fund’s rights as a debtholder, in a manner that preserves the most value for such Fund as a whole, after taking into account such Fund’s equity position in such portfolio company. Because the investors in a Fund generally will participate in each of such Fund’s investments proportionally (whether the investment is an equity investment or debt-related investment), Sycamore does not believe the potential scenario of holding equity and debt positions in the same portfolio company in a particular Fund will give rise to conflicts of interests for Sycamore. In the event that a conflict of interest arises, Sycamore will attempt to resolve such conflict on a case-by-case basis and in the best interests of the parties involved, while maintaining its duty of fiduciary care to the relevant Funds. Investments in Different Levels of a Portfolio Company’s Capital Structure: Where multiple Funds invest at the same, different or overlapping levels of a portfolio company’s capital structure, there is a potential for conflicts of interest in determining the terms of each such investment. Questions may arise subsequently as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced or restructured. In troubled situations, decisions, including whether to enforce claims, or whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any workout or restructuring, may raise conflicts of interest, particularly with respect to Funds that have invested in different securities within the same portfolio company. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, Funds may or may not provide such additional capital, and if provided, each Fund generally will supply such additional capital in such amounts, if any, as determined by Sycamore in its sole discretion. Because of the different legal rights associated with debt and equity of the same portfolio company, Sycamore expects to face a potential conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, one Fund versus another Fund (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies). If a Fund enters into any

indebtedness with another Fund on a joint and several basis, the applicable general partner is expected to enter into one or more agreements that provide each Fund with a right of contribution, subrogation or reimbursement. In administering, or seeking to reinforce, these agreements, Sycamore expects to be subject to potential conflicts of interest, for example between a Fund with a reimbursement obligation and a Fund seeking reimbursement. In certain circumstances Funds are expected to be prohibited from exercising (or Sycamore may deem it appropriate to refrain from exercising) voting or other rights in order to mitigate the relevant potential conflicts, notwithstanding the fact that the investment(s) of one Fund or the other may be subject to creditor claims regarding subordination of interests. Sycamore intends to mitigate any potential conflicts by structuring such agreement in a manner intended to cause each Fund to bear its proportionate share of the applicable indebtedness, without undue favoritism over time. Other Fees: Because Sycamore is permitted to retain certain Other Fees (as described under Item 5 – “Fees and Compensation”) in connection with Fund investments, it expects to be subject to a potential conflict of interest in connection with approving transactions and setting such compensation. Additionally, to the extent Sycamore, its personnel, affiliates or others designated by Sycamore (including Sycamore Executive Advisors) receive compensation in the form of portfolio company securities, after any applicable offset provisions in the Governing Documents are applied, Sycamore and/or such other recipients will be permitted to retain such securities, and in doing so will be subject to potential conflicts of interest in determining whether to sell such securities (subject to restrictions imposed by the portfolio company and/or Sycamore) or retain such securities for a period consistent with their own financial and investment objectives, which may differ from those of the relevant Fund. In addition, because portfolio company securities typically represent newly issued incentive equity (whether in the form of common stock, profits interests, warrants or options to buy common stock, or similar instruments), the receipt of compensation in the form of securities typically has the result of diluting a Fund’s relative ownership of the portfolio company awarding such compensation. See also “Certain Advisors and Consultants” below. Varying Interests Among Limited Partners: The investors in the Funds may have conflicting investment, tax and other interests with respect to their investments in such Funds. The conflicting interests of individual investors relate or arise from, among other things, the nature of investments made by the Funds, the structuring or the acquisition of investments and the timing of disposition of investments. As a consequence, conflicts of interest will arise in connection with the decisions made by the general partner of a Fund, including with respect to the nature or structuring of investments that may be more beneficial for one investor, including such general partner, than for another investor, especially with respect to investors’ individual tax situations. In addition, a Fund may make investments that may have a negative impact on related investments made by limited partners in separate transactions including co-investments. In selecting, structuring, acquiring and disposing investments appropriate for the Funds, the general partners of the Funds will consider the investment and tax objectives of the Funds and its investors as a whole, not the investment, tax or other objectives of any investor individually. In addition, the interests held by a relatively small number of investors can be significantly larger than those held by other investors which could have a material impact on the outcome of matters requiring investor consent or approval. Due to, among other factors, the differing circumstances under which events of defaults by limited partners may arise, a general partner may apply different, or refrain from applying, remedies to any such defaults. Additionally, a general partner may elect to exclude certain limited partners from particular investments for legal, tax, regulatory, policy or other reasons as provided for in the relevant Governing Documents applicable to any such investment, in which case non-excluded

limited partners shall be allocated a greater proportionate interest in such investment. In addition, certain limited partners may also be investors in other vehicles related to a general partner and its affiliates. It is also possible that a Fund or the Fund’s investments may be counterparties or participants in agreements, transactions (including co-investments) or other arrangements with a limited partner or an affiliate of a limited partner. Such limited partners described in the previous sentences may therefore have different information about, and relationships with, Sycamore and the Fund than limited partners not similarly positioned. Similarly, not all limited partners monitor their investments in vehicles such as the Funds in the same manner. For example, certain limited partners may periodically request from a general partner information regarding the partnership and investments and/or portfolio companies that is not otherwise set forth in (or has yet to be set forth in) the reporting and other information required to be delivered to all limited partners. In such circumstances, the general partner may provide such information to such limited partner, but just because it has provided such information upon request by one or more limited partners does not mean a general partner will be obligated to affirmatively provide such information to all limited partners (although a general partner will generally provide the same information upon request and treat limited partners equally in that regard). As a result, certain limited partners may have more information about a Fund than other limited partners, and the general partner will have no duty to ensure all limited partners seek, obtain or process the same information regarding the Funds and its investments and/or portfolio companies. Service Providers: Certain Service Providers or their affiliates (including but not limited to any accountants, administrators, lenders, brokers, attorneys, placement agents, consultants and investment or commercial banking firms) of the Funds, Sycamore or any of their affiliates are investors in the Funds and/or affiliates of the general partner and may be sources of investment opportunities and co-investors or counterparties therewith. This may influence the general partner in deciding whether to select such a service provider. Additionally, due to the nature of the service provider relationships, such Service Providers have the potential to receive informational advantages relative to other investors or co-investors. In certain circumstances, Service Providers or their affiliates may charge different rates or have different arrangements for services provided to the general partners of the Funds, Sycamore, their affiliates as compared to services provided to the Funds or their portfolio companies, which could result in more favorable rates or arrangements than those payable by the Funds or such portfolio companies. Although Sycamore generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived quality, sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending Service Providers. It is possible that Service Providers consider the overall level of work performed for Sycamore, the Funds or their portfolio companies in determining whether to provide reduced rates or benefits to Sycamore. Based on the foregoing factors, limited partners should not expect Service Providers to Sycamore or any Fund to provide services that will be the most beneficial to any limited partner or group of limited partners. In circumstances where Service Providers provide services (including due diligence services) in connection with a portfolio company investment that is not consummated, the relevant Fund(s) and not co-investors or other equity holders generally will bear the related amounts. Certain Advisors and Consultants: The general partners expect to retain, on behalf of themselves, the Funds and/or the portfolio companies, as applicable, operational advisory partners and other consultants, which may be affiliates of Sycamore, employees of such affiliates, affiliates of the Funds’ portfolio companies, third party consultants (including individual members or employees of Sycamore Executive Advisors, operating partners, legal advisors, legal consultants or other consultants and external executives), “strategic partners,” “executive partners” or “senior advisors.” The operating partners and/or members or employees of Sycamore Executive Advisors are expected to provide services to, or in connection with, the Funds in relation to their activities, or to one or

more portfolio companies or prospective portfolio companies in relation to the identification, due diligence, acquisition, holding, integration, improvement and disposition of such portfolio companies or prospective portfolio companies (as applicable), including operational aspects of such companies and sales, manufacturing, marketing, logistics, technology, legal, human resources, management, advisory, transaction-related, financial advisory, real estate advisory, consulting, monitoring and other services (“Services”). Such individuals are also permitted to provide Services to Sycamore and its affiliates. Sycamore Executive Advisors are expected to include former employees of Sycamore or certain portfolio companies, and in some circumstances former members or employees of Sycamore Executive Advisors may become Sycamore employees or employees of portfolio companies. Consequently, determination of whether individuals are employees or members of Sycamore Executive Advisors is expected to vary and/or be revisited, which poses potential conflicts of interest where certain changes in status or categorization would reduce costs that Sycamore otherwise would be required to bear. For the avoidance of doubt, legal advisors or consultants could include outside legal advisors or consultants who work exclusively for Sycamore and its affiliates, the Funds and their respective portfolio companies. Pursuant to the applicable Governing Documents of the relevant Fund, consulting fees and expenses, salaries and other compensation (including, without limitation, overhead, such as health benefits, vacation time and other benefits, or other passed-through expenses) associated with the operating partners’ and/or members or employees of Sycamore Executive Advisors’ services, will be paid and/or reimbursed by applicable portfolio companies and/or the Fund, and such consulting fees and expenses generally will not offset the management fee, and the use of operating partners and/or members or employees of Sycamore Executive Advisors is expected to fluctuate and/or expand over time. Sycamore and/or its affiliates are permitted to cause a Fund to compensate certain of such persons to the extent portfolio company-related compensation falls below certain specified levels on an aggregate annualized basis, or provide other compensation. In certain circumstances, consultants are expected to request that the amount of fees payable in relation to their Services instead be directed to a third party or donated to a charitable organization, and in these cases the relevant Fund will bear such amount as a permissible expense to the same extent as if it were paid to the consultant itself. Sycamore is permitted to retain certain fees charged for the Services and, as a result, expects to be subject to a potential conflict of interest in connection with approving transactions and setting such compensation. Under many of these arrangements, including where Sycamore Executive Advisors is paid a flat fee, there can be no assurance that the amount of compensation paid in a particular year will be proportional to the amount of hours worked or the amount or written work product generated by the operating partners and/or members or employees of Sycamore Executive Advisor. Additionally, portfolio companies could provide opportunities for operating partners and/or members or employees of Sycamore Executive Advisors to invest in such portfolio company and reimburse costs and expenses incurred by operating partners and/or members or employees of Sycamore Executive Advisors. Operating partners and/or members or employees of Sycamore Executive Advisors also could receive remuneration from the general partners and/or the Funds or affiliates and/or be entitled to other forms of compensation, including equity grants (including profits interests) in portfolio companies. After any applicable offset provisions in the relevant Governing Documents are applied, Sycamore and/or such other recipients will be permitted to retain such securities, and in doing so will be subject to potential conflicts of interest in determining whether to sell such securities (subject to restrictions imposed by the portfolio company and/or management company) or retain such securities for a period consistent with their own financial and investment objectives, which may differ from those of the Funds. Such investment opportunities, reimbursements and other compensation paid to an operating partner and/or members or employees of Sycamore Executive Advisors generally will not offset the management fee and will serve to dilute the Fund’s interest in such portfolio company. Operating partners and/or members or employees of Sycamore Executive Advisors could have a limited partnership or profits interest in

the Funds, the general partners, one or more other investment vehicles sponsored by the general partners or by an affiliate of the general partners and may benefit from reduced or waived fees in such vehicles. In some instances, a Fund could elect to pay retainers, closing, monitoring, performance or other fees to operating partners and/or members or employees of Sycamore Executive Advisors. Such fees have the potential to be paid as closing fees, if applicable, in connection with the related investment. However, if no such investment is consummated, there is a potential for a Fund to bear any fees as an expense. In addition, to the extent the compensation of an operating partner and/or member or employee of Sycamore Executive Advisors is based on the performance of the relevant investments, the operating partner and/or member or employee of Sycamore Executive Advisors has the potential to have an incentive to seek riskier investments than it would have under a different compensation structure. In this regard, an operating partner and/or member or employee of Sycamore Executive Advisors could receive incentive compensation at the expense of a Fund, even though a Fund has not realized sufficient gains to pay a preferred return or distribute carried interest. The expenses of operating partners and/or members or employees of Sycamore Executive Advisors have the potential to be substantial. In certain circumstances, a Fund or a portfolio company in which the Fund invests could pay fees to operating partners and/or members or employees of Sycamore Executive Advisors in consideration for services, including where Sycamore may have otherwise provided those services without additional charge. In other circumstances, operating partners and/or members or employees of Sycamore Executive Advisors could receive certain third-party fees (such as upfront fees, commitment fees, origination fees, amendment fees, ticking fees and break-up fees as well as prepayment premiums) in respect of an investment, and no such fees will offset or otherwise reduce the management fee payable by limited partners. The existence of such fees has the potential to result in a Fund paying duplicative fees and/or incentive compensation, once to Sycamore in the form of management fees and/or carried interest and once to the operating partner and/or member or employee of Sycamore Executive Advisors to service or manage the same assets. Relationships with Third Parties; Service Providers: Sycamore reserves the right to employ or engage personnel with pre-existing ownership interests in or who were employed by portfolio companies owned by the Funds or other investment vehicles advised by Sycamore and/or its affiliates; conversely, former personnel or executives of Sycamore will be permitted to serve in significant management roles at portfolio companies or Service Providers recommended by Sycamore. Similarly, Sycamore and/or its personnel maintain relationships with (or may invest in) financial institutions, Service Providers and other market participants, including, but not limited to, managers of private funds, banks, brokers, advisors, consultants, finders (including executive finders and portfolio company finders), executives, attorneys, accountants, institutional investors, family offices, lenders, former personnel, and current and former portfolio company executives, as well as certain family members or close contacts of these persons. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including services at reduced rates) to, Sycamore and/or its affiliates and the Funds. In other circumstances, these Service Providers are expected to provide personal banking, private wealth or lending arrangements (including lending arrangements with respect to personal investments in or through Sycamore entities, whether or not relating to financing Sycamore personnel obligations to fund general partner commitment obligations) to Sycamore personnel and their estate planning vehicles. Sycamore will have a conflict of interest with a Fund in recommending the retention or continuation of a third-party service provider to such Fund or a portfolio company owned by such Fund if such recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in one or more Funds, will provide Sycamore information about markets and industries in which Sycamore operates (or is contemplating operations) or will provide other services that are beneficial to Sycamore or one or more Funds. For example, subject to the

terms of the Funds’ Governing Documents, Sycamore reserves the right to cause a Fund to make payments to investment banks and/or other intermediaries, all or a portion of which is for the purpose of generating future deal flow for such Fund; however, there can be no assurance that such payments will result in future deal flow, and in certain cases, future deal flow may inure to the benefit of another or a successor Fund rather than the Fund making the payment. Sycamore will also have a conflict of interest in making such recommendations, in that Sycamore has an incentive to maintain goodwill between itself and the existing and prospective portfolio companies for a Fund, while the products or services recommended may not necessarily be the best available to the portfolio companies held by the Fund. Management Fees and Carried Interest: The relevant Governing Documents of Funds provide Sycamore with wide-ranging authority to make determinations, including those related to investment purchases and dispositions (and their timing), valuation and other matters that in each case have the potential to affect the compensation of Sycamore and its affiliates. In making such determinations, the relevant general partner is subject to potential conflicts of interest. For example, the potential to earn additional compensation creates an incentive for the general partner to make investments and to hold investments longer than otherwise would be the case in the absence of a Fund’s management fee compensation arrangements. The general partner expects to be incentivized to cause a Fund to make investments and hold on to investments (and to delay or forego a determination that the investments are Impaired Value Investments) in order to generate greater ongoing management fees and, potentially, earlier and/or larger carried interest distributions than would otherwise be the case if such investments had not been made or held (or if such determination had not been made), including because of the possibility that the investments’ values will appreciate in the future. Where the management fee is calculated taking into account the valuation of an investment, including a determination of whether an investment has become an Impaired Value Investment, the relevant general partner will have incentives to make determinations that result in the continued payment of, or a higher, management fee. Where the relevant Governing Documents do not require management fees to be reduced in connection with investment reorganizations, restructurings, rollover investments, extraordinary dividends or similar transactions, a general partner is incentivized to pursue such transactions. In many circumstances, the calculation of post-Stepdown Date management fees will include the value of capitalized Other Fees, expenses, costs or other amounts relating to unrealized investments, including such amounts payable or reimbursable to Sycamore and its affiliates. Sycamore and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future management fees will be calculated. These incentives run counter to Sycamore’s incentives to reduce the amount of fees, expenses and costs borne by the Funds’ investments in light of the effect of these amounts on the Funds’ carried interest calculations. Additionally, the amount of carried interest owed to a general partner is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are not Impaired Value Investments, and the relevant general partner expects to be subject to related potential conflicts of interest in determining whether and when to dispose of investments, make distributions, and/or determine that an investment is an Impaired Value Investment, within the requirements of the relevant Governing Documents. The relevant Governing Documents provide a general partner with wide-ranging authority on the determination of Impaired Value Investments, and the criteria used by the general partner or its affiliates in valuing an investment, or determining whether an investment is an Impaired Value Investment, have the potential to be subjective, to be influenced by market information and other factors, and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of the general partner’s determination that an investment is an Impaired

Value Investment, and, except as set forth in the relevant Governing Documents, neither the general partner nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during a Fund’s holding period. The general partner is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the relevant Governing Documents. As a general matter, the standards for determining Impaired Value Investments are intended to be high and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of compensation to the general partner and its affiliates is dependent in part on an investment’s status as an Impaired Value Investment, a general partner faces potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. Although a general partner and its affiliates intend to operate in accordance with the relevant Governing Documents, as well as Sycamore’s valuation policy, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policy will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations. Purchases and Discounts: Sycamore has instituted a program under which portfolio companies owned by the Funds and other investment vehicles managed by Sycamore are encouraged to participate in purchasing, vendor or similar arrangements with the general partner, its affiliates and other portfolio companies. Program participants expect to receive discounts negotiated with various Service Providers on a group-wide basis. Participants voluntarily participate in the program without cost. In certain cases, such arrangements will involve the sharing of risk, such as under group insurance arrangements where deductibles are shared or calculated with regard to the group rather than individual insured parties. To the extent a general partner and its affiliates participate in the program, such entities will receive similar benefits and discounts as the portfolio companies participating therein. No such amounts will result in additional offsets to the management fee. Sycamore believes the potential for conflicts relating to such arrangements is mitigated by the anticipated cost savings to the participants, including the portfolio companies of the Funds (which is expected to be to the benefit of the Funds that will result if the negotiated rates for goods and services are discounted due to scale or relative to those widely available in the market). Sycamore has incentives to use or to recommend products or services of one portfolio company to another, which generally will involve fees, commissions, servicing payments or other compensation. Potential conflicts of interest arise in making such recommendations, as Sycamore has incentives to maintain goodwill between it and its former, existing and prospective portfolio companies, and as a result the products or services recommended may not necessarily be the best or lowest cost option. In most cases, the relevant Fund(s) will not consent, participate in the negotiations or be directly involved in such arrangements. Sycamore and its affiliates and personnel expect to receive the benefit of “friends and family” and similar discounts from portfolio companies owned by the Funds under which such portfolio companies make their goods and/or services available at reduced rates. Because its portfolio companies offer such discounts to customers other than Sycamore and such persons as part of their standard commercial practices in an effort to expand their respective customer bases, Sycamore believes that the potential for conflicts of interest relating to such discounts is mitigated. Discounted prices or better terms offered by a portfolio company to Sycamore, any other portfolio company or third parties have the potential to affect the returns of the portfolio company. While Sycamore will seek such arrangements that it believes at the time are of mutual benefit to both portfolio companies, there can be no assurance that the benefits will be symmetrical. Personal Trading and Other Business Activities: The managing directors, officers, members, partners, employees, affiliates of such persons and relatives of such persons of Sycamore are

permitted to trade in securities for their own accounts, subject to pre-clearance restrictions and reporting requirements as may be required by law or Sycamore’s policies, or otherwise determined from time to time by Sycamore, as applicable. Subject to the Governing Documents of the Funds, Sycamore and such persons may conduct any other business, including any business within the securities industry, whether or not such business is in competition with a Fund. Side Letters: Sycamore and/or its affiliates expect to enter into side letters with certain limited partners providing such limited partners with different or preferential rights or terms, including, but not limited to, different fee structures or arrangements (including discounted or rebated compensation terms, modified waterfall mechanics and/or receipt of a portion of the general partner’s compensation), information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, rights to serve on a Fund’s advisory committee, liquidity or transfer rights, confidentiality protections and disclosure rights, modification of default remedies, as well as economic, procedural and other terms, many of which will not be subject to the “most-favored nation” provisions of a Fund’s Governing Documents. The general partner of a Fund will enter into side letters or other similar agreements with certain investors in connection with their admission to such Fund without the approval of any other investor. Such side letters or other similar agreements will alter and/or supplement the terms of such Fund’s Governing Documents in a manner that makes the terms applicable to such investors more favorable than those applicable to other investors. Such rights or terms in any such side letter include, without limitation, (i) excuse rights applicable to particular investments; (ii) reporting obligations of the applicable general partner; (iii) waiver of certain confidentiality obligations; (iv) consent of the applicable general partner to certain transfers by such investor; (v) special rights with respect to co-investment; (vi) rights or terms necessary in light of particular legal, public policy or regulatory characteristics of an investor; (vii) potential mandatory waivers of compensation as a result of certain violations of law with regard to public pension plan investors; (viii) additional obligations and restrictions of the general partner and a Fund with respect to the structuring of any particular investment in light of the legal, tax and regulatory considerations of particular investors; (ix) agreements to assist with the applicable tax filings; (x) certain obligations and restrictions on the applicable general partner with respect to the exercise of its discretion on certain matters; (xi) rights to serve on a Fund’s advisory committee; and (xii) economic, procedural and other terms. Side letters also are expected to relate to strategic relationships under which an investor agrees to make capital commitments to multiple Funds. Except in the circumstances and on the timing required by Governing Documents, other investors will not receive disclosure of side letters or related provisions, and as a general matter, the other investors have no recourse against a Fund, the relevant general partner or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such side letters. As a consequence of one or more investors being excused or excluded, or from regulatory or other factors limiting their participation in investments, the aggregate returns realized by participating investors could be adversely affected in a material manner by the unfavorable performance of particular investments. Sycamore is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners (e.g., based on commitment amount to a Fund or the timing thereof, the ability of a limited partner to provide sourcing or other services to Sycamore, its affiliates and personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to Sycamore, its affiliates and personnel, or the Funds). Any of the situations mentioned above subjects Sycamore and/or its affiliates to potential conflicts of interest. Sycamore attempts to resolve such conflicts of interest in light of its obligations to its Funds and the obligations owed by Sycamore’s advisory affiliates to investment vehicles managed by them, and attempts to allocate investment opportunities among a Fund, other Funds and such investment vehicles in a manner it believes to be fair and equitable manner to the Funds under

the circumstances over time. To the extent that an investment or relationship raises particular conflicts of interest, Sycamore will review the circumstances of such investment or relationship with a view to addressing and reducing the potential for conflict. Where necessary, Sycamore consults and receives consent to conflicts from an advisory committee consisting of limited partners of the relevant Fund(s) and such other investment vehicles. Side letters subject Sycamore to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Fund’s advisory committee results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other side letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Fund or of limited partners as a whole, including in the event that a side letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. As a consequence of one or more limited partners being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in investments or ability to bear certain liabilities or obligations, the aggregate returns realized by participating or non-participating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments; similar considerations apply in the event a limited partner defaults on a drawdown in respect of an investment. Although Sycamore believes it to be unlikely, excuse or other rights requested or received by one or more limited partners (or such regulatory, tax or other factors applicable to such limited partners) representing a substantial percentage of a Fund have the potential to create significant variations in limited partner investment returns or exposures to liabilities or obligations, or to influence or affect the investment strategy and pursuit of investment opportunities by the general partner on behalf of the relevant Fund as a whole. A limited partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Governing Documents; conversely, a limitation on one or more limited partners’ voting rights generally will increase the voting rights percentage of other limited partners in the relevant Fund. Further, limited partners with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Fund. Benefit From Funds and Investments: In connection with its services to the Funds and their investments, Sycamore, its affiliates and personnel expect to receive the benefit of certain tangible and intangible benefits. For example, in the course of Sycamore’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, Sycamore, and its personnel expect to receive and benefit from information, “know-how,” experience, analysis and data relating to Fund or portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “Sycamore Information”). In many cases, Sycamore Information will include tools, procedures and resources developed by Sycamore to organize or systematize Sycamore Information for ongoing or future use. Although Sycamore expects its Funds and their portfolio companies generally to benefit from Sycamore’s possession of Sycamore Information, it is possible that any benefits will be experienced solely by other or future Funds or portfolio companies (or by Sycamore and its personnel) and not by the Fund or portfolio company from which Sycamore Information was originally received. Sycamore Information will be the sole intellectual property of Sycamore and solely for the use of Sycamore. Sycamore reserves the right to use, share, license, sell or monetize Sycamore Information, without offsetting or otherwise reducing management fees, and the relevant Fund or

portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Additionally, expenses relating to the Funds or portfolio companies are expected to be charged using credit cards or other widely available third-party rewards programs that provide airline miles, hotel stays, lodging or travel rewards, rental cars, traveler loyalty or status programs, “points,” “cash back,” rebates, discounts and other arrangements, perquisites and benefits under the available terms of such reward programs. Such programs are expected to vary over time, and any such rewards (whether or not de minimis or difficult to value) generally will inure to the benefit of the personnel participating in the rewards program, rather than the portfolio companies, the Funds or their respective investors; no such rewards will offset or reduce management fees. Insurance Coverage: Although the Funds’ Governing Documents generally contain broad exculpation and indemnification provisions, Sycamore will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Fund under the Advisers Act. The relevant liability standards under insurance coverage procured by Sycamore are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverages are expected to vary from relevant liability and/or indemnity standards in the Governing Documents. Investors generally will be responsible for insurance premiums, as set forth in the Governing Documents, regardless of whether the liability and/or indemnity standards in Sycamore’s insurance coverage are higher or lower than that set forth in the Governing Documents. Distributions in Kind: A Fund’s general partner generally is permitted to receive a distribution in kind from the Fund, including in connection with investment dispositions or the payment in kind of amounts owed to the general partner as carried interest (which generally will be made using the value of the relevant securities on the date of distribution). In such circumstances, there is a potential conflict of interest between the general partner (and its beneficial owners) and the relevant Fund’s limited partners. For example, the general partner and its beneficial owners may intend to hold the investment for a different time period than Sycamore deems suitable for the Fund. Although the general partner and its beneficial owners bear the risk that such securities will decrease during their holding period, to the extent the value of the relevant securities increases following the Fund’s disposition thereof, neither the relevant Fund nor its limited partners will benefit from the increase, and over time the economic benefit to the general partner and its beneficial owners could exceed the value of the general partner’s pro rata interest in the Fund and the amount of carried interest owed. To the extent the beneficial owners of the general partner contribute such securities to a charity (including to a private foundation or other charitable organization associated with, operated or chosen by such persons or their families), any tax efficiencies or other personal benefits associated with the contribution will inure to the benefit of such beneficial owners rather than to the Fund or its limited partners. Limited Partner Advisory Committees: Under the Governing Documents, a Fund’s advisory committee generally has the ability to review and waive compliance with certain provisions thereof, including consenting to conflict of interest situations, as well as certain approvals or consents required by U.S. federal securities laws. Pursuant to the terms of the Governing Documents, all limited partners are bound by the determinations of the advisory committee, regardless of whether an individual limited partner is represented by a member of the advisory committee. A Fund’s advisory committee is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience and other factors. In addition, certain advisory committee members are expected to have various business and other relationships with Sycamore (including longstanding investing relationships) and its partners, employees and affiliates. In certain circumstances, these factors will

influence advisory committee members to be more aligned with Sycamore and the relevant general partner and favor proposals brought to the advisory committee; in other circumstances, these factors will make advisory committee members more likely to oppose these proposals. Advisory committee members are expected to be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to limited partners as a whole. In many cases, limited partners (including limited partners making commitments in excess of certain amounts) are expected to request (by side letter or otherwise) a role on the advisory committee, and Sycamore expects to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. A general partner is authorized to appoint limited partners to the advisory committee of its Fund in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Fund or future Fund, their perception of a limited partner’s effectiveness on an advisory committee, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Fund and the general partner and other factors. Sycamore is permitted to seek the consent of the relevant Fund advisory committee(s) to approve conflicts, although based on these varying incentives limited partners should not expect that every vote cast by an advisory committee member, or decision made by an advisory committee as a whole, will fully represent their individual interests. Limited Partner Transfers: In certain cases, Sycamore will have the opportunity (but, subject to any applicable restrictions or procedures in the Governing Documents, no obligation) to identify one or more secondary transferees of interests in a Fund. In such cases, Sycamore will not receive compensation for identifying such transferees, and will use its discretion to select such transferees based on eligibility and other factors similar to those employed in selecting co-investors, and unless required by the Governing Documents, will determine in its sole discretion whether the opportunity to receive a transfer of Fund interests should be offered to one or more existing Fund investors. The relevant general partner also generally has authority under the Governing Documents to consent to (or reject) transfers requested by one or more limited partners, and reserves the right to consent to certain transfers in advance, or to condition its consent on any number of factors, whether or not previously agreed with individual investors (e.g., via side letter or other negotiations), including the condition that the transferor, transferee or their affiliates invest (or invest above certain amounts) in future Funds or provide some other benefit to Sycamore or its affiliates. The relevant general partner also is permitted, but not obligated, to purchase Fund interests from limited partners that desire to transfer their interests. The general partner is subject to conflicts of interest in purchasing such interests, as it generally possesses certain confidential information relating to the Funds and their investments, not all of which is expected to be known by the transferring limited partner, and the general partner generally will not obtain a fairness opinion or third-party valuation of such interests. The relevant general partner similarly expects to use its discretion to select limited partners from whom it will acquire Fund interests based on eligibility and other factors similar to those employed in selecting co-investors, and will determine in its sole discretion whether it will offer to purchase Fund interests from one or more limited partners. Although in many cases the relevant transferor and transferee will bear the full costs of their transfers, to the extent that they do not do so, the costs typically will be borne by the relevant Fund.

Sycamore has established a Brokerage Oversight Committee that is responsible for the oversight of its brokerage practices. The Brokerage Oversight Committee maintains an Approved Broker list, evaluates the quality of execution provided by the various brokers and dealers it uses and otherwise evaluates the reasonableness of the compensation paid to those brokers and dealers in light of all the factors described above. Sycamore engages primarily in private transactions. However, to the extent that Sycamore engages in public transactions, orders for the purchase or sale of such securities placed first will be executed first, and within a reasonable amount of time of order receipt. Sycamore does not intend to aggregate transactions in the same securities by different Funds, which may have the effect of increasing brokerage commissions or other costs.

Particular attention is given to changes in portfolio company fundamentals, industry outlook, market situation, general economic trends, and relative/absolute valuation levels. In addition, each investment will be reviewed whenever there is a major event or market shift affecting a relevant portfolio company or its exit options. In addition, Sycamore expects to appoint certain of its personnel or third-party persons to hold on behalf of Sycamore a position on the board of directors of certain portfolio companies and/or obtain observation rights. Investors in Sycamore’s Funds receive written quarterly financial reports and audited annual reports. In addition to general Fund reporting, Sycamore expects to provide certain investors with additional or more frequent information that other investors will not receive (e.g., under a side letter or in response to diligence or other requests).

management fee by the same amount. Any fees payable to any such placement agents generally will be borne by Sycamore indirectly through an offset against the management fee under the relevant Governing Documents, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including, but not limited to, placement agent travel, meal and entertainment expenses, typically are borne by the relevant Fund(s). The practice of bearing such fees over time through offset provides a benefit to Sycamore in that it generally results in prompt payment to the relevant placement agent without requiring Sycamore immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant management fees. These arrangements generally are disclosed in the relevant Fund’s Form D, if and when filed.

When Sycamore identifies an investment that is suitable for the Funds, the general partner issues a capital call to investors for the capital necessary to make the investment. This capital will be held with a qualified custodian until the investment is made, and account statements will be sent to the Funds by this qualified custodian directly for any periods when cash is custodied by Sycamore. Additionally, Sycamore expects to deliver to investors independently audited financial statements of each Fund prepared in accordance with generally accepted accounting principles to such Fund’s investors annually (within 120 days of the end of the fiscal year). In addition, Sycamore provides investors with unaudited quarterly reports.

If the Funds do hold public securities with voting authority, Sycamore shall determine to vote in the best interests of Funds. Sycamore expects to frequently take an active role in the management of its portfolio companies. Sycamore believes that its investment professionals are able to judge what is in the best interests of the company. Therefore, Sycamore will generally vote with management. In some instances, such as in the event of conflict of interests, Sycamore will consider various alternatives as described more fully in the Proxy Policy, including a determination that it is in a Fund’s best interest to abstain from voting. A Fund may obtain a copy of Sycamore’s proxy voting policy and/or a record of all proxy votes cast by that Fund at the direction of Sycamore by contacting Sycamore by email at smurphy@sycamorepartners.com or by telephone at (212) 796-8593.