Sterling Advisers, an investment adviser registered with the SEC, is a Delaware limited liability company
formed in December 1999.
Each of M. William Macey, Jr., Douglas L. Newhouse, and Charles Santoro (the “Fund II Principals”) is
a principal owner of Sterling Advisers I and Sterling Advisers II. M. William Macey, Jr., Douglas L.
Newhouse, Charles Santoro and Michael Barr are principal owners of Sterling Investment Partners Advisers
III, LLC (“Fund III Principals”). M. William Macey, Jr., Douglas L. Newhouse, Charles Santoro, Michael
Barr, Joseph Gault and James Soldano are principal owners of Sterling Investment Partners Advisers IV,
L.L.C. (“Fund IV Principals”, and together with the Fund II Principals and Fund III Principals collectively
the “Principals”).
Sterling Advisers provides investment advisory services to four private equity funds: Sterling Investment
Partners II, L.P. (“Fund II”), Sterling Investment Partners III, L.P. (“Fund III”), Sterling Investment
Partners IV, L.P. (“Fund IV” and together with Fund II and Fund III the “Principal Funds”), Sterling
Investment Partners Side-by-Side II, L.P. (“SBS Fund”; the Principal Funds, and the SBS Fund each an
“Existing Fund” and collectively the “Existing Funds” and together with any future private investment
fund to which Sterling Advisers provides investment advisory services the “Funds”). The general partner
of each Existing Fund is owned by the Principals.
Sterling Advisers II, Sterling Advisers III, and Sterling Advisers IV, as affiliates of Sterling Advisers I, are
relying on the registration of Sterling Advisers I.
Each Fund is a private equity fund and invests in operating businesses through privately negotiated
transactions. Sterling Advisers’ investment advisory services to the Funds consist of sourcing, evaluating
and conducting due diligence with respect to investment opportunities, negotiating investments, managing
and monitoring investments, working with management teams to build and improve portfolio companies,
and achieving dispositions for such investments. The Funds invest primarily in non-public companies,
although the Funds can invest in public companies subject to any limits set forth in each Fund’s Governing
Documents (as defined below). In addition, the Funds could hold securities of a public company in the
event that a portfolio company goes public or is acquired in a transaction in which the consideration
received by the Funds includes securities of a public company. When investing in portfolio companies, the
Principals and other professionals of Sterling Advisers generally serve on such portfolio companies’
respective boards of directors, generally until the Fund exits the investment. In addition, Sterling Advisers
consults with the board of directors and management of the Funds’ portfolio companies on important
business and financial matters, including but not limited to: (i) developing and implementing corporate
strategy; (ii) budgeting future corporate investments; (iii) acquisitions and divestitures; and (iv) subsequent
debt and equity financings. Fund IV held its final closing in January 2023. Prior thereto, Fund IV completed
the acquisition of three platform portfolio investments. Fund III is fully invested although it remains able
to call capital for additional investments in existing portfolio companies. As of September 30, 2023, Fund
II and SBS Fund were liquidated, and the final audits were distributed to investors.
Sterling Advisers provides its advisory services to the Funds in accordance with the investment objectives,
investment guidelines and restrictions set forth in the relevant Fund’s confidential private placement
memorandum, limited partnership agreement, investment management agreement and other formation and
operating documents pertaining to the Fund (collectively, the “Governing Documents”). Sterling
Advisers’ advisory services for each Fund are detailed in the Fund’s Governing Documents and are further
described below under “Item 8. Methods of Analysis, Investment Strategies and Risk of Loss.” The general
investment guidelines and restrictions applicable to any particular Fund are negotiated and fixed at the time
that the particular Fund is formed, although there could be subsequent revisions with the consent of the
Fund’s limited partners. In accordance with common industry practice, the general partner of a Fund has
in certain instances entered into “side letters” or side agreements with certain investors in a Fund whereby
the general partner (an affiliate of Sterling Advisers) grants individual investors specific rights, benefits, or
privileges not set forth in the Governing Documents. See “Item 8. Methods of Analysis, Investment
Strategies and Risk of Loss—Risk of Loss—Side Letters”. Investors in each Fund (known as “limited
partners”) participate in the Fund’s overall investment program, but could be excused from a particular
investment due to legal, regulatory or other applicable constraints.
As of December 31, 2023, Sterling Advisers manages client assets solely on a discretionary basis in the
amount of approximately $1,706,162,409, which assets consist of capital invested by the Existing Funds,
at fair market value (as estimated by Sterling Advisers), and remaining capital commitments to the Existing
Funds. All of the capital invested by the Existing Funds consists of investments in private companies, for
which no public market values exist. For such investments, the valuation represents an estimate of the fair
market value of unrealized investments in accordance with Fair Value Measurements and Disclosures
(FASB ASC Topic 820). There can be no assurance that the ultimate realized value of an investment will
equal its unrealized value. Sterling Advisers does not manage client assets on a non-discretionary basis.
No individualized investment advice is provided to any particular limited partner of any Fund.