Stone Arch Capital, LLC, a Delaware limited liability company and a registered investment adviser (the “Management Company”), and its affiliated advisers provide investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere. The Management Company commenced operations in January 2005. The following general partner entities are affiliated with the Management Company (collectively with the Management Company, the “Advisers”):
• Stone Arch Capital Management II, L.P. (“GP II”)
• Stone Arch Capital Management III, L.P. (“GP III,” and collectively with GP II, the “General Partners”). The Advisers’ clients include the following (collectively the “Partnerships,” and together with any future private investment fund to which Stone Arch and/or its affiliates provide investment advisory services, “Private Investment Funds”):
• Stone Arch Capital II, L.P.
• Stone Arch Capital II-A, L.P.
• Stone Arch Capital III, L.P. The General Partners each serve as general partner to one or more Partnerships and have the authority to make the investment decisions for the respective Partnership(s) for which they provide advisory services. The Management Company provides the day to day advisory services for the Partnerships. Each General Partner is subject to the Advisers Act pursuant to the Management Company’s registration in accordance with SEC guidance. This Brochure describes the business practices of the Advisers, which operate as a single advisory business and are under common control. References contained in this Brochure to the strategy and operations of a General Partner should be read to include the activities of the Management Company and other Stone Arch affiliates that collectively engage in the investment process and ongoing management of the Partnerships’ portfolio companies (as defined below). The Partnerships and any other Private Investment Funds that may be formed by a General Partner (or its affiliates) at a later date or that may otherwise become clients of an Adviser are expected to invest through negotiated transactions in operating entities, generally referred to herein as “portfolio companies.” The Advisers’ investment advisory services to the Partnerships consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. Although investments are made predominantly in non-public companies, investments in public companies are permitted. Where such investments consist of portfolio companies, the senior principals or other personnel of the Advisers or their affiliates generally serve on a portfolio company’s board of directors or otherwise act to influence control or management of portfolio companies in which the Partnerships have invested. Stone Arch’s advisory services for the Partnerships are detailed in the applicable private placement memoranda or other offering documents (each, a “Memorandum”) and limited partnership or other operating agreements or governing documents of the Partnerships (each, a “Partnership Agreement”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in a Partnership (generally

referred to herein as “investors” or “limited partners”) participate in the overall investment program for the Partnership, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant Partnership Agreement; such arrangements generally do not and will not create an adviser-client relationship between Stone Arch and any investor. The Partnerships or the General Partners have entered into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights (including economic or other terms) under, or altering or supplementing the terms of, the relevant Partnership Agreement with respect to such investors. Additionally, as permitted by the relevant Partnership Agreement, the Advisers expect to provide (or agree to provide) co-investment opportunities (including the opportunity to participate in co-investment vehicles) to certain investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, Stone Arch personnel and/or certain other persons associated with the Advisers and/or their affiliates (to the extent not prohibited by the applicable Partnership Agreement). Such 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 Partnership making the investment. However, for strategic and other reasons, a co-investor or co-investment vehicle (including a co-investing Partnership) purchases a portion of an investment from a Partnership after such Partnership has consummated its investment in the portfolio company (also known as a post-closing sell-down or transfer), which generally will have been funded through Partnership investor capital contributions and/or use of a Partnership credit facility. Any such purchase from a Partnership by a co-investor or co-investment vehicle generally occurs shortly after the Partnership’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Partnership’s initial investment. Where appropriate, and in the Advisers’ sole discretion, the Advisers reserve the right to charge interest on the purchase to the co-investor or co-investment vehicle (or otherwise equitably adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Partnership for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Partnership. As of December 31, 2023, the Management Company managed approximately $221 million in client assets on a discretionary basis. The Management Company is principally owned by Charles B. Lannin and F. Clayton Miller. Certain of the owners and employees of the Advisers are owners and employees of Northern Lakes Capital, L.P. and its advisory affiliates (“Northern Lakes”). Northern Lakes is a separately registered investment adviser that provides investment advisory services to pooled investment vehicles privately offered to qualified investors in the United States and elsewhere. More information regarding Northern Lakes can be found on its Form ADV Part 2A.