Quiet Capital Management, LLC

Firm Description For purposes of this brochure, “Quiet” or “Firm” means Quiet Capital Management, LLC and shall include, where the context permits, the affiliated general partners of the Funds (as defined below) and other affiliates that provide advisory services to, and/or receive advisory fees from, the Funds. Quiet is a limited liability company formed in the State of Delaware. Quiet is a privately-held investment firm investing across multiple asset classes and opportunities. Quiet carefully deploys capital in venture, growth and private equity investments. The Firm has been in business since 2014 and the Firm’s controlling partners are Lee Linden and Matthew Humphrey (the “Principals”). Quiet provides investment advisory services to private pooled investment vehicles (the “Funds”) that are exempt from registration under the Advisers Act and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Funds offer interests to certain qualified investors and make investments in multiple private companies. In addition, Quiet provides investment advisory services to certain private funds which generally are formed for the purpose of making one investment per series or limited partnership (the “SPVs” and, together with the “Funds”, the “Private Funds”). Certain Private Funds make primarily long-term private equity-related investments. In accordance with such Private Funds’ respective investment objectives, investments are generally made in companies doing business in technology enabled business models across a diverse range of end markets. Such Private Funds invest primarily in private companies from pre-seed to growth equity rounds. Certain Private Funds primarily invest in a wide range of securities, other financial instruments and assets (including Digital Assets (as defined below)) on various centralized and decentralized exchanges and execution venues globally. Certain Private Funds invest in venture capital funds sponsored by emerging managers. Quiet’s advisory services consist of investigating, identifying, and evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the Private Funds, managing and monitoring the performance of such investments, and disposing of such investments. Such services are provided on a discretionary or non-discretionary basis, depending on the Private Fund. Quiet provides investment advisory services to Private Funds in accordance with the limited partnership agreement (or analogous organizational document) of such Private Fund or separate investment advisory or investment management or portfolio management agreements (each, an “Advisory Agreement”). Investment advice is provided directly to the Private Funds, subject to the discretion and control of the applicable general partner, and not individually to the investors in the Private Funds. Certain investors in a Private Fund (the “investors” or “limited partners”) have opt-out rights with respect to certain investments.

For a complete list and additional information about the Private Funds, refer to our Form ADV Part 1A, Schedule D, Section 7.B.(1) (Private Fund Reporting) available at: www.adviserinfo.sec.gov Principal Owners The principal owners of Quiet are Lee Linden and Matthew Humphrey. Tailored Relationships Quiet manages each investment in accordance with the objectives outlined in the respective Offering Documents. The investment advisory services are not tailored to the needs of each limited partner. Quiet is permitted to enter into other agreements with the limited partners which have the effect of establishing additional rights or altering or supplementing the terms of the investment documents (referred to as “side letters”). Quiet seeks to treat each limited partner fairly, therefore the terms of these side letters are negotiable given each limited partner’s circumstance and the nature of the investment. In the sole discretion of Quiet, limited partners in a Fund, Service Providers (including suppliers, vendors, consultants, lenders, law firms (including Fund or transaction counsel), transaction Service Providers, Operations Support Providers and/or their respective affiliates, personnel and related investment vehicles (together, “Service Providers”)), Venture Partners (as defined below), other sponsors, market participants, finders and/or other persons associated with Quiet and its affiliates are offered certain opportunities to co-invest in one or more underlying portfolio investments of the Funds managed by Quiet. Assets Under Management As of December 31, 2025, Quiet managed approximately $5,390,979,083 in discretionary assets.

Quiet or its affiliates generally receive Advisory Fees and Performance Allocation (each as defined below) or similar performance-based remuneration from a Private Fund. With respect to certain Private Funds, such Private Funds and their portfolio investments also typically reimburse Quiet and its affiliates for certain expenses and/or make other payments to Quiet or its affiliates for services provided to such Private Funds and their portfolio investments which, in certain circumstances, may reduce the Advisory Fees payable to Quiet. Additionally, consistent with the Offering Documents of a Private Fund, the Private Fund typically bears certain out-of-pocket expenses incurred by Quiet in connection with the services provided to the Private Fund and/or the portfolio investments. Details about such fees and expenses are contained in the Offering

Documents of a Private Fund. Further details about certain common fees and expenses are set forth below. Management Fees As compensation for investment advisory services rendered to the Private Funds, the investors in the Private Funds generally pay Quiet annual management fees (the “Advisory Fees”). Such Advisory Fees are typically calculated on capital commitments, but are also calculated on invested capital, and is typically payable in advance on a quarterly basis or as otherwise agreed to in the Offering Documents. The precise amount of, and the manner and calculation of, the Advisory Fees for each Private Fund are established by Quiet in negotiation with investors in the applicable Private Fund and are set forth in such Private Fund’s Offering Documents and/or other documentation received by each investor prior to investment in such Private Fund. The Advisory Fees paid by a Private Fund will generally be reduced by a percentage of: (1) the amount of fees paid by such Private Fund to persons acting as a placement agent in connection with the offer and sale of interests in such Private Fund to certain potential investors, (2) the fees incurred by Quiet in connection with the organization of such Private Fund that exceed a limit specified in such Private Fund’s Offering Documents and/or (3) certain Other Fees (as defined and described in more detail below under “Other Fees”) received by Quiet or its affiliates. The amount and manner of such reduction, if any, is set forth in the Offering Documents of the applicable Private Fund. The Advisory Fees described herein are generally subject to waiver, modification, or reduction by Quiet in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter or other arrangements, which generally are not disclosed to other investors in the same Private Fund. The fee structures described herein may be modified, and Advisory Fees may be reduced during the life of a Private Fund. Advisory Fees differ among certain Private Funds to another, as well as among investors in the same Private Fund. Such differences can arise from the size of investor commitments to a Private Fund, different investor classes, provisions of side letter agreements, or other negotiated terms. Unless otherwise agreed with a Private Fund’s investors, Advisory Fees will continue to be payable during any term extensions. Certain investors in the Private Funds that are personnel, former employees, business associates and other “friends and family” of Quiet, its affiliates or their personnel (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles) (collectively, “Adviser Investors”) will not typically pay Advisory Fees or Performance Allocation in connection with their investment in a Private Fund. Furthermore, Quiet is permitted to establish certain investment vehicles through which Adviser Investors or other third parties invest alongside one or more Private Funds in one or more investment opportunities, which generally do not pay Advisory Fees or Performance Allocation. Notwithstanding that Adviser Investors will generally

not pay Advisory Fees, Adviser Investors will generally pay for their pro rata share of certain Private Fund expenses. Quiet has and will enter into economic and/or other fee- and carried interest-sharing arrangements with respect to one or more Private Funds and/or certain limited partners thereof, the rights of which will not generally be offered to other limited partners. In addition, Quiet is authorized to waive or reduce all or a portion of the Advisory Fee paid by a Private Fund in full or partial satisfaction of any obligation of Quiet and certain personnel and affiliates of Quiet to invest in such Private Fund, which could result in acceleration of investor capital contributions. Waived or reduced Advisory Fees are not generally subject to various offsets or the reductions described above. Due to waived or reduced Advisory Fees and/or the timing of receipt of compensation subject to offsets, Private Fund investors will not necessarily receive the full benefit of reductions or offsets (e.g., during periods when Quiet no longer receives Advisory Fees and receives compensation that would otherwise be subject to offset, Quiet, depending on certain elections that may be made by Private Fund investors, may be entitled to retain such compensation without remitting any such amounts to the applicable Private Fund or its investments). Advisory Fees are payable per a Private Fund’s Offering Documents and Advisory Agreement. Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are generally returned on a prorated basis. Certain of the Advisory Agreements provide that a Private Fund’s Advisory Fees will be calculated and charged on a basis that generally is not tied to the Private Fund’s then-current net asset value. As further specified in certain Advisory Agreements, from the effective date of the relevant Private Fund until a date specified in the relevant Advisory Agreement (the “Stepdown Date”), Advisory Fees generally will be charged based on a formula tied to the amount of the relevant Private Fund’s aggregate commitments. Further, for certain Private Funds, and for Private Funds with a Stepdown Date, after the Stepdown Date, Advisory Fees generally will be charged and calculated based on a formula tied to the amount of investment contributions (including, where applicable, a Private Fund borrowing component (including interest expenses) and the amount of any capitalized Other Fees or expenses) made by the relevant Private Fund relating to the Private Fund’s aggregate investment(s) in a portfolio investment that have not been disposed of or completely written off for U.S. federal income tax purposes (such written off investments, “Impaired Value Investments”). Due to differences in the criteria set forth in their respective Offering Documents, in the event where more than one Private Fund participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Private Fund’s Offering Documents but not those of one or more other Private Funds. The Advisory Agreements generally do not require Advisory 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), rollover

investment in connection with a sale or dividend distribution, except, for certain Private Funds, in the case of investments that have been disposed of or investments meeting the relevant Impaired Value Investment standard under the Advisory Agreements. As a result, the amount of Advisory Fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Private Fund, including following the relevant investment period, and will not be reduced in connection with any write-downs (whether temporary or permanent), except in the case of Impaired Value Investments. Except where the Advisory Agreements expressly provide to the contrary, Advisory Fees will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from recapitalizations including dividend recapitalizations) or reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions or in circumstances where one or more other Private Fund(s) divest their respective investment(s) in the relevant portfolio investment, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Private Fund’s interest therein, and even in cases where the value of the Fund’s investment or the Private Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. For some Private Funds, the post-Stepdown Date Advisory Fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees (such as Other Fees) and expenses paid to Service Providers, Quiet or its affiliates. Further, Advisory Fees generally will not be reimbursed or refunded under the Advisory Agreements in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant calculation period. The Advisory Agreements set forth the full list of terms under which Advisory Fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified Advisory Fee rate in the Advisory Agreements until they are reduced in the circumstances and on the date(s) specified therein. Other Fees and Expense Reimbursement Other Fees In addition to the Advisory Fees and Performance Allocation, Quiet and its affiliates receive a variety of other cash, equity and other non-cash fees relating to the investment activities of a Private Fund, its portfolio investments and prospective portfolio investments including transaction fees, monitoring fees, directors’ fees, and advisory fees with respect to, the portfolio investments and prospective portfolio investments (collectively with the other fees described in this section, “Other Fees”). The amount and timing of Other Fees received by Quiet or its affiliates are generally specified in the agreement or other documentation governing the applicable transaction. Other Fees can be substantial and are paid in cash, in securities of the portfolio investments, prospective portfolio investments or investment vehicles (or rights thereto) or otherwise. The

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Strategies and Risk of Loss Methods of Analysis As the investment manager to each Private Fund, Quiet has authority and responsibility over the investment program of each Private Fund. The following is not a comprehensive list of the methods of analysis and strategies that Quiet has in the past and may in the future employ, nor are the descriptions necessarily the only ways in which the methods of analysis and strategies may be implemented. Quiet may in the future engage in other business activities or employ different investment strategies subject to the Offering Documents of the applicable Private Fund. Investment Strategies Venture, Growth and Private Equity Investments Quiet seeks to optimize for strong risk-adjusted returns while being committed to helping portfolio investments accelerate their growth and build long-term, sustainable value. Quiet’s multi-strategy platform operates with a flexible mandate to opportunistically capitalize on its deal flow and investment expertise. A relationship-based investment perspective builds lasting strategic partnerships focused on building the next generation of successful companies. Quiet partners directly with management teams to develop a vision for growth and determine the capabilities and investment necessary to support success. With respect to venture and growth opportunities, Quiet provides investors with differentiated access to compelling, early and growth stage, venture-backed technology companies. This strategy seeks to build a best-in-class portfolio of private businesses. Quiet sources and invests through proprietary primary and secondary channels, where network, knowledge, and capital create an asymmetric investment profile. Quiet focuses on high growth, capital efficient, category leading, private companies with defensible margin structures and a path to profitability.

Target investment segments include but are not limited to software, security, internet, digital media, fintech, defense, and communications. With respect to private equity investments, Quiet prioritizes capital preservation while seeking to optimize for strong risk-adjusted returns by being committed to helping portfolio investments accelerate their growth and build long-term, sustainable value. Quiet partners directly with management teams to develop a vision for growth and determine the capabilities and investment necessary to support success. Hedge Fund and Digital Asset Investments With respect to hedge fund investments, Quiet seeks to achieve capital appreciation on an absolute basis. This strategy relies on proprietary artificial intelligence (“AI”) systems to identify and capitalize on market inefficiencies and predictive patterns found within a wide range of securities and other financial instruments globally. These may include, without limitation: equities, fixed income, currencies, commodities, digital assets, derivatives and other instruments. With respect to digital asset investments, Quiet seeks to achieve capital appreciation on an absolute basis through synthetic exposure to quantitative trading of digital assets using proprietary licensed AI trading technology. Fund-of-Funds Investments This strategy invests in (i) venture capital funds sponsored by emerging managers (each such fund, a “Portfolio Fund”) and (ii) portfolio companies in which certain Portfolio Funds (or other emerging managers with whom Quiet has an agreement) have the highest conviction. In addition, this strategy may, from time to time, make opportunistic investments in the general partner or similar carried interest-receiving entities of Portfolio Funds. Risk of Loss and Certain Conflicts of Interest An investment in any of the Private Funds is a speculative investment and is not intended as a complete investment program. Such investments are designed for sophisticated persons who are able to bear the high degree of risk. Certain Private Funds invest in Digital Assets (as defined below) and other financial instruments using strategies and investment techniques with significant risk characteristics. Investors may lose all or a portion of their investment. There is no assurance that the Private Funds will be profitable or achieve their investment objectives. Some adverse events may be more likely than others and the consequence of some adverse events may be greater than others. Prior to making an investment in any of the Private Funds, prospective investors are advised to carefully consider all the information and evaluate the risk factors. Listed below is a summary of some of the material risks involved in connection with our methods of analysis and investment strategies. The discussion of material risks provided below is not meant to be a complete description of risks that may be applicable to Quiet or to its Private

Funds. For a more detailed discussion of the material risks involving an investment in each of the Private Funds, please refer to the relevant Private Fund’s Offering Documents. The information contained herein is a summary only and is qualified in its entirety by the relevant Private Fund’s Offering Documents. General Risks General Investment Risks Investors in the Private Funds should note that the prices of the securities and other instruments in which investments are made might be volatile. Market movements are difficult to predict and are influenced by, among other matters, government trade, fiscal, and monetary policies; changing supply and demand relationships; national and international political and economic events; changes in interest rates; and the inherent volatility of the marketplace. In addition, governments from time to time intervene, directly and by regulation, the effects of governmental intervention may be particularly significant at certain times in the financial instrument and currency markets, and such intervention (as well as other factors) may cause these markets and related investments to move rapidly. The Private Funds are subject to the risk of failure of any of the exchanges on which their positions trade or of its clearinghouses. A Private Fund’s success may depend on the ability to implement the investment strategy. Any factor that would make it more difficult to execute more timely investments, such as a significant lessening of liquidity in a particular market, may also be detrimental to profitability. No assurance can be given that the investment strategies to be used will be successful under all or any market conditions. Lack of Sufficient Investment Opportunities; Competition for Investments The activity of identifying, buying and selling private equity investments is highly competitive, involves a high degree of uncertainty, and is subject in some cases to the prevailing capital market, regulatory or political environment. A Private Fund 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 are expected to 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 Quiet, a Private Fund and their affiliates. The business of identifying, structuring, and completing venture capital investments is highly competitive and involves a high degree of uncertainty. To the extent that a Private Fund encounters significant competition for investments, returns to its investors may be negatively affected. In addition, it is possible that a Private Fund will never be fully invested if enough sufficiently attractive investments are not identified. However, investors will be required to bear Advisory Fees with respect to a Private Fund during the investment period based on the

entire amount of the investors’ commitments and other amounts as set forth in the Offering Documents. To the extent that a Private Fund 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, a Private Fund is expected to incur bid, due diligence, negotiating, consulting or other costs of investments, which may not be successful. As a result, a Private Fund may not recover all of its costs, which would adversely affect returns. Concentration of Investments Each Private Fund will participate in a limited number of investments (and may seek to make several investments in one industry or one industry segment and/or within a short period of time) and, as a consequence, the aggregate return of a Private Fund may be materially affected by the performance of a single investment or a single industry segment. Furthermore, to the extent that the capital commitments raised are less than the targeted amount or a Private Fund requires an extended period of time to raise such capital commitments, such Private 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 Private 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 Private Fund’s organizational expenses could be higher if its fundraising period continues for an extended period. Equity Investments Equity securities held by a Private Fund will typically include common and preferred stocks and, in some cases, warrants, rights, and equivalents. The value of equity securities of a portfolio investment held by a Private Fund will be adversely affected by actual or perceived negative events relating to such portfolio investment, the industry or geographic areas in which such portfolio investment operates and the financial markets generally. However, equity securities are often even more susceptible to such events given their subordinate position in the issuer’s capital structure. Non-U.S. Investments A Private Fund may invest in portfolio investments that are organized, headquartered and/or have substantial sales or operations outside of the United States, its territories, and possessions. Such investments may be subject to certain additional risks due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of a Private Fund), the application of complex U.S. and non-U.S. tax rules to crossborder investments, possible imposition of non-U.S. taxes on a Private Fund and/or the partners with respect to a Private Fund’s income, and possible non-U.S. tax return filing requirements for a Private Fund and/or the partners. Additional risks of non-U.S. investments include: (a) economic dislocations in the host country; (b) less publicly available information; (c) less well-developed and/or more restrictive laws, regulations, regulatory institutions and judicial systems; (d) greater

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Quiet currently provides investment advisory services to the Private Funds. Investment advice is provided directly to the Private Funds (subject to the direction and control of the general partner of each such Private Fund) and not individually to investors in such Private Fund.

Interests in the Private Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the Investment Company Act of 1940, as amended (the “1940 Act”). Investors in the Private Funds are generally “qualified purchasers” as defined in the 1940 Act, and may include, among others, high net worth individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships, and limited liability companies or other entities. Quiet does not have a minimum size for a Private Fund but minimum investment commitments are typically established for investors in the Private Funds. The general partner of each Private Fund may in its sole discretion permit investments below the minimum amounts set forth in the Offering Documents.

Management With respect to certain Private Funds, a portion of the profits of each such Private Funds, as per the provisions of the respective Offering Documents, is earned and distributed to its general partner or an affiliate as carried interest (the “Carried Interest”) upon meeting certain performance goals. Each general partner of a Private Fund is a related person of Quiet. Carried Interest paid by a Private Fund is indirectly borne by investors in such Private Funds. Quiet has Private Funds with varying Carried Interest terms (including amount, timing, waterfall conditions or other terms, including waived or reduced Carried Interest for certain Private Funds, coinvestment vehicles and investors) and/or Adviser Personnel are assigned varying percentages of Carried Interest from the Private Funds. Therefore, Quiet and such personnel are subject to potential conflicts of interest when they are involved in identifying investment opportunities as appropriate for Private Funds from which they are entitled to receive a higher Carried Interest percentage. Quiet seeks to address the potential for conflicts of interest in these matters with allocation policies that provide that transactions and investment opportunities will be allocated to the Private Funds in accordance with each Private Fund’s investment guidelines and Advisory Agreements, as well as other factors that do not include the amount of performance-based compensation received by Quiet or any personnel. Performance Allocation arrangements create an incentive for the Firm to recommend investments which may be riskier or more speculative than those which the Firm would recommend under a different arrangement, or to disproportionately allocate time, service or functions to Private Funds paying Performance Allocation at a higher rate, or to allocate investment opportunities to such Private Funds. The Firm addresses these potential conflicts of interest by reviewing each Private Funds’ objective, strategy and investment guidelines alongside the Firm’s recommendations. Quiet also generally considers performance-based compensation to better align its interests with those of its investors, particularly in instances where the Advisory Agreements 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.

Affiliations Various entities serve as general partners of the Private Funds and are related persons of Quiet. For a description of material conflicts of interest created by the relationship among Quiet and the general partners, as well as a description of how such conflicts are addressed, please see Item 11 below.

in Client Transactions and Personal Trading Quiet has adopted a Code of Ethics (the “Code”) that sets forth the fiduciary duty to its clients and the basic policies of ethical conduct for all members, officers, principals, personnel and other personnel of Quiet, as well as officers, principals, employees and other personnel of its affiliates (collectively, “Adviser Personnel”). The Code includes provisions relating to restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, restrictions on political contributions, prohibition on insider trading, and personal securities trading procedures, among other things. The purpose of this Code is to require Quiet and Adviser Personnel to act in the best interests of its clients at all times and to address potential conflicts of interest between Quiet, Adviser Personnel and clients. Adviser Personnel must acknowledge their receipt and understanding of the provisions contained in the Code, on an annual basis, and upon any amendments thereto. Quiet anticipates that, in appropriate circumstances, it may cause a Private Fund to affect the purchase or sale of securities in which Quiet, Adviser Personnel and/or clients, directly or indirectly, have a position of interest. This arrangement may result in a conflict of interest in that Quiet, and/or Adviser Personnel may be deemed to have affected or recommended an investment based solely on its financial interest. In order to mitigate this conflict of interest, a determination must be made by Quiet prior to such a transaction that it is consistent with the client’s investment objectives. In addition, the Code is reasonably designed to ensure that any conflict of interest arising from such an arrangement will always be resolved in favor of the client. The Code also governs the personal trading activities of Adviser Personnel and is intended to ensure securities transactions effected by them are conducted in a manner that avoids any actual or potential conflict of interest between such persons and the clients or affiliates of Quiet. The Firm collects, reviews and maintains records of securities holdings and securities transactions

effected by each Adviser Personnel. These records are periodically reviewed to identify and resolve any conflicts of interest. Principles of Quiet may hold board seats of public companies, which may create a conflict of interest with respect to personnel trading activities. The policies and procedures relating to personal trading are intended to assure that the personal securities transactions, activities and interest of the Adviser Personnel will not interfere with the best interest of the Private Funds. The code requires pre-approval of transactions which may cause potential conflicts of interest. The discussion herein is a summary of certain provisions of Quiet’s Code of Ethics. Quiet reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. A copy of the Code of Ethics is available to any client or prospective client upon written request to legal@quiet.com. Participation or Interest in Client Transactions Certain employees and affiliates of Quiet are permitted to invest in the Private Funds, either through the general partners, as direct investors in the Private Funds, or otherwise. A Private Fund or its general partner, as applicable, may reduce all or a portion of the Advisory Fee and Performance Allocation related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential investors in a Private Fund or a co-investment opportunity (see below) may ask different questions and request different information, Quiet expects to provide certain information to one or more prospective investors that it does not provide to all of the prospective investors or limited partners. Conflicts of Interest Quiet and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transactionrelated, investment advisory, management and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Private Fund are expected to conflict with the interests of Quiet, other Private Funds or their respective affiliates. Certain of these conflicts of interest, as well as a description of how Quiet addresses such conflicts of interest, can be found below. The material conflicts of interest encountered by a Private Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Private Fund. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. In addition, other conflicts of interest may also be disclosed in the Offering Documents of a particular Private Fund. Resolution of Conflicts

In the case of all conflicts of interest, Quiet’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using Quiet’s best judgment, but in its sole discretion. In resolving conflicts, Quiet considers various factors, including the interests of the applicable Private Funds with respect to the immediate issue and/or with respect to their longerterm courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest:

Quiet will consider the appropriateness of an investment from the viewpoint of a Private Fund;

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the Offering Documents for the Private Funds;

Some of the Private Funds have established an advisory committee, consisting of representatives of investors not affiliated with Quiet. The advisory committees meet as required to consult with the general partner of the Private Fund and/or Quiet as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, the general partner and Quiet will be guided by their good faith discretion;

Where Quiet deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price;

Quiet has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest; and

Prior to subscribing for interests in a Private Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Private Fund;

While Quiet endeavors to resolve conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that Quiet will identify or resolve all conflicts in a manner that is favorable to the Private Funds and the Private Funds’ investors are not entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Allocation of Investment Opportunities Among Clients In connection with its investment activities, Quiet encounters situations in which it must determine how to allocate investment opportunities (including follow-on investments) among various clients and other persons, which potentially include, but are not limited to, the following:

The Private Funds (including those established for the purpose of participating in a “continuation transaction”);

• Proprietary and other internal Quiet vehicles;

Any co-investors or co-investment vehicles that have been formed to invest side-by-side with one or more Private Funds in all or particular transactions entered into by such Private Fund(s) (the co-investors or investors in such co-investment vehicles which potentially will include individuals and entities that are not investors in any Private Funds, including Service Providers (“Third Parties”));

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

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

Quiet makes allocation determinations consistent with the Private Funds’ Offering Documents and in accordance with its written policies and procedures. For the avoidance of doubt, Quiet is permitted to allocate an investment vehicle to its proprietary or internal vehicle instead of to a Private Fund. The Private Funds are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”). Investment Allocation Requirements are generally set forth in the Private Fund’s Offering Documents. Investment opportunities may be available for the participation of several Private Funds at any given time. To the extent the Investment Allocation Requirements of a Private Fund do not include specific allocation procedures and/or allow Quiet discretion in making allocation decisions among the Private Funds, Quiet will follow the process set forth below. Quiet must first determine which Private Funds and/or other parties (including proprietary and other internal Quiet vehicles) are eligible to participate in an investment opportunity. Quiet generally assesses whether an investment opportunity is appropriate for a particular Private Fund(s), based on the Private Fund’s investment objectives and investment limitations, investment strategies and structure, which are typically reflected in such Private Fund’s Offering Documents. Prior to making any allocation to a Private Fund of an investment opportunity, Quiet determines what additional factors may restrict or limit the offering of an investment opportunity to the Private Fund. Possible restrictions include, but are not limited to:

Obligation to Offer: Quiet potentially will be required to offer an investment opportunity to one or more Private Funds pursuant to priority or “deal flow” allocations or covenants requiring Quiet to offer such Private Funds the right to participate (in whole or in part) in investment opportunities that meet their investment objectives.

Related Investments: Quiet potentially will offer an investment opportunity related to an investment previously made by a Private Fund(s) to such Private Fund(s) to the exclusion of, or resulting in a limited offering to, other Private Funds.

Legal and Regulatory Exclusions: Quiet potentially will determine that certain Private Funds or investors in such Private Funds should be excluded from an allocation due to specific legal, regulatory and contractual restrictions placed on the participation of such persons in certain types of investment opportunities or based on restrictions and limitations applicable to Quiet (whether regulatory or otherwise).

These restrictions (including the entitlement of certain Private Funds with priority rights to participate in all or any part of a potential investment opportunity with priority rights) could result in certain Private Funds not participating in an investment opportunity at all or participating to a lesser extent than they would have participated absent such restrictions or other priority rights. Once Quiet identifies the Private Funds that are eligible to participate in a particular investment, Quiet, in its discretion, decides how to allocate such investment opportunity among the identified Private Funds. In allocating such investment opportunity, Quiet is also authorized to consider some or all of a wide range of factors, which will generally include, but are not necessarily limited to, one or more of the following: • Each Private Fund’s investment objectives and investment focus;

Each Private Fund’s structure, terms, liquidity rights (if applicable), investment limitations, partnership agreement or other governing documents and terms of offering;

Transaction sourcing (and with respect to an investment opportunity originated by a third party, the relationship of a particular Private Fund to or with such third party);

Each Private Fund’s liquidity and reserves, in particular reserves for follow-on investments (including whether a Private Fund is able to commit to invest all capital required to consummate a particular investment opportunity) and anticipated coinvestment (if any);

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

• Lender covenants and other limitations; • Any “ramp-up” period of a newly established Private Fund;

Amount of capital available for investment by each Private Fund as well as each Private Fund’s projected future capacity for investment (including whether a Private Fund is able to invest all capital required to consummate a particular investment opportunity) and anticipated co-investment (if any);

• The size, liquidity and duration of the investment; • Each Private Fund’s targeted rate of return;

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

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Quiet provides capital to privately held firms and therefore does not conduct securities transactions through broker dealers. However, to meet its fiduciary duties to the Private Funds, Quiet has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. Selection of Brokers and Dealers For each of the Private Funds, Quiet has, subject to the direction of such Private Fund’s general partner, if applicable, sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Private Fund involving a broker-dealer, Quiet will seek “best execution” of the transaction. “Best execution” means obtaining for a Private Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, Quiet takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. In order to monitor best execution, Quiet will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of Quiet and each Private Fund. Quiet does not receive “soft dollars” in connection with its use of broker-dealers. Aggregation of Trades Quiet may aggregate (or bunch) the orders of more than one Private Fund for the purchase or sale of the same publicly traded security. Quiet often employs this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. If an order for more than one Private Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon Quiet’s procedures for allocation of investment opportunities, as described in Item 11 above.

Compensation

Referrals

and

Other

For details regarding economic benefits provided to Quiet by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. Quiet engages third-party placement agents to solicit prospective investors for interest in the Private Funds. All fees or compensation payable to the placement agent for services previously rendered will be paid by Quiet, which are typically offset from the Advisory Fee or Carried Interest payable by such Private Fund to Quiet. The practice of bearing placement agent fees over time through offset provides a benefit to Quiet in that it generally results in prompt payment to the relevant placement agent without requiring Quiet 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 Advisory Fees. In the future, Quiet expects to appoint one or more additional placement agents to solicit prospective investors for interests in the Private Funds.

Quiet does not have any reportable information.

Periodic Reviews The investment portfolios of the Private Funds are generally private, illiquid and long-term in nature, and accordingly Quiet’s review of them is not directed towards short-term decision to dispose of securities. However. Quiet conducts informal, periodic reviews of its investments in the Private Funds. The various Principals of Quiet monitor all investments, generally on a monthly basis. Regular Reports Investors in the Private Funds typically receive, among other things, a copy of audited financial statements of the relevant Private Funds within 120 days after the fiscal year end of such Private Fund, as well as unaudited quarterly reports, which are in writing. In addition to general Private Fund reporting, Quiet expects, in its sole discretion, to provide certain investors in a Private Fund with additional or more frequent information as it deems appropriate.

Quiet is deemed to have custody of the securities and certain cash assets of the Private Funds because an affiliate of Quiet serves as general partner to the Private Funds. Quiet will comply with the Custody Rule by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB),

Quiet will distribute the Private Fund’s audited financials to investors within 120 days of such Private Fund’s fiscal year end.

Quiet generally has complete discretion over the selection and amount of securities to be bought by the Private Funds, within the parameters established by the relevant Private Fund’s Offering Documents. With respect to certain Private Funds, investment advisory services may be provided on a non-discretionary basis. Where it has discretion, Quiet is generally not required to obtain the consent or approval of any investor of a Private Fund in connection with any investment transaction or decision on behalf of the Private Fund.

Quiet has adopted a policy governing the voting of proxies that is reasonably designed to ensure that Quiet votes proxies relating to securities or other assets held by the Private Funds in a prudent and diligent manner intended to enhance the economic value of the relevant securities or other assets. The Private Funds generally cannot direct Quiet’s vote. While Quiet will generally not vote proxies on behalf of clients, from time to time it may decide to vote any or all proxies if it determines that voting a proxy is in a client’s best interests. If Quiet determines to vote a proxy or corporate action in sole discretion, Quiet will determine how to vote such corporate actions and proxies on a case-by-case basis, and will: (i) attempt to consider all aspects of the vote that could affect the value of the issuer or that of the client; (ii) vote in a manner that it believes is consistent with the client’s stated objectives; and (iii) generally, vote in accordance with the recommendation of the issuing company’s management on routine and administrative matters, unless the Firm has a particular reason to vote to the contrary. Quiet monitors all votes for any conflicts of interest, regardless of whether they are actual or perceived. All voting decisions will require a mandatory conflicts of interest review by Quiet’s Chief Compliance Officer in accordance with these policies and procedures, which will include consideration of whether Quiet or any investment professional or other person recommending how to vote has an interest in how the vote is voted that may present a conflict of interest. Quiet’s Chief Compliance Officer will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Private Funds. Where Quiet deems it appropriate, unaffiliated third parties may be used to help resolve conflicts or to otherwise assist Quiet in fulfilling all or part of its voting obligations. In this regard, Quiet can retain independent fiduciaries, consultants, or professionals to assist with voting decisions

and/or to which voting and/or consent powers may be delegated in accordance with its proxy voting policies and procedures. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Private Fund and copies of proxy voting policies are available to any client or prospective client upon written request to: legal@quiet.com.

Quiet is not subject to any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients.