Sterling Bay Capital Advisers, LLC, a Delaware limited liability company and a registered investment adviser (“Sterling Bay Advisers”), and its affiliated investment advisers provide investment advisory services to private investment funds. Sterling Bay Advisers’ clients include the following:
• STERLING BAY CAPITAL PARTNERS I, LLC (“Fund I”);
• STERLING BAY CAPITAL PARTNERS II, LP and SBCP II QUALIFIED PURCHASERS, LP (collectively, “Fund II”);
• STERLING BAY CAPITAL PARTNERS III, LP and SBCP III – AI, LP (collectively, “Fund III”); and
• STERLING BAY CAPITAL PARTNERS IV, LP (“Fund IV”) (each, a “Fund,” and together with any future private investment fund to which Sterling Bay Advisers or its affiliates provide investment advisory services, including any parallel investment fund, alternative investment vehicle, Single- Asset Fund (defined below), or Co-Invest Fund (defined below), the “Funds”). From time to time, Sterling Bay Advisers also provides investment advisory services to private investment funds which are formed to make investments in a single asset (each, a “Single-Asset Fund”). An affiliate of Sterling Bay Advisers serves as managing member of the Single-Asset Fund and in some cases, a Fund holds an interest in such managing member and therefore indirectly holds an interest in the Single-Asset Fund. Investors in the Single-Asset Funds include third party investors that have made their investments through third-party crowd sourcing platforms. The following are other investment advisers affiliated with Sterling Bay Advisers:
• STERLING BAY CAPITAL MANAGEMENT, LLC;
• STERLING BAY CAPITAL PARTNERS II GP, LLC;
• STERLING BAY CAPITAL PARTNERS III GP, LLC; and
• STERLING BAY CAPITAL PARTNERS IV GP, LP (and the general partners of any Single-Asset Fund, together with any future general partner or managing member of a Fund are collectively the “General Partners”, each, a “General Partner” and together with Sterling Bay Advisers and its affiliated entities, “Sterling Bay”). Each General Partner is registered under the Advisers Act pursuant to Sterling Bay Advisers’ registration in accordance with SEC guidance. This Brochure describes the business practices of Sterling Bay Advisers and each General Partner, all of which operate as a single advisory business. In addition, from time to time, Sterling Bay has provided and may in the future provide (or agree to provide) certain employees or affiliates, existing investors or other third parties the opportunity to participate in co-invest vehicles (“Co-Invest Funds”) that invest alongside a particular Fund (such primary investing entity, a “Primary Fund”) or in certain Fund investments, including in the managing member of the entity holding the Fund investment. Sterling Bay expects any such Co-Invest Fund typically will make and dispose of its investments at substantially the same time and on the same terms as the Primary Fund making the investment. However, from time to time, for strategic and other reasons, a Co-Invest Fund vehicle has the potential to purchase a portion of an investment from a Primary Fund. See Item 11 “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”, for additional information regarding co-investment arrangements. The Funds are real estate private equity funds and invest through negotiated transactions directly or indirectly in real estate and real estate-related assets, which Sterling Bay believes present attractive investment, development, redevelopment or repositioning opportunities. Real estate-related assets include any investment opportunity with a real estate

component. Examples include, without limitation: (i) debt and securities, such as interests in real estate companies or debt instruments secured by real estate, (ii) other personal property with a real estate component, such as outdoor advertising signage, (iii) residential property, such as single-family homes, or (iv) operating businesses which have real estate holdings that Sterling Bay believes present an opportunity for expansion, sale or repositioning. Sterling Bay’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating investments, managing and monitoring investments and achieving dispositions for such investments. Investments are made predominantly through limited liability companies or other entities and often alongside third-party joint venture partners. Generally, Sterling Bay maintains day-to-day control of the limited liability companies or other entities through which the Funds hold their interests in the real estate or real estate-related assets. In certain instances, the Fund is a minority owner, and the limited liability companies or other entities through which the Fund holds its interests are controlled by such Fund’s joint venture partner. Whether a Fund is a controlling or minority owner, Sterling Bay’s personnel manage, develop and control the real estate or real estate-related assets. Sterling Bay Advisers’ advisory services for each Fund are detailed in the applicable private placement memorandum, limited partnership agreement and/or operating agreement for such Fund (the “Governing Documents”). The services of Sterling Bay Advisers are also further described below under Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds participate in the overall investment program for the applicable Fund, but could from time to time be excluded from a particular investment due to legal, regulatory or other applicable constraints. The Funds or the General Partners may enter and have entered into side letters or other similar agreements with certain investors that have the effect of establishing rights under or altering or supplementing the applicable Fund’s limited liability company operating agreement or limited partnership agreement, as applicable, or an investor’s subscription agreement. Such rights or alterations could be regarding economic terms, fee structures, excuse rights, information rights, co-investment rights, or transfer rights. Certain side letters are likely to confer benefits on the relevant investor at the expense of the relevant Fund or of investors 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. For the most part, any rights established or any terms altered or supplemented will govern only the investment of the specific investor and not the terms of the Fund as a whole. As of December 31, 2023, Sterling Bay Advisers managed $586,320,816 in client assets on a discretionary basis. Sterling Bay Advisers does not manage any client assets on a non-discretionary basis. Sterling Bay Advisers’ principal owner is Andrew Gloor, whose ownership is held through Gloor Holdings, LLC, Sterling Bay, LLC and Sterling Bay Holdings Group, LLC. Sterling Bay Advisers launched its investment advisory businesses in 2013 with the formation of is first Fund, but has been engaged in real estate business ventures for substantially longer, with activities dating back to the 1980s.