Andreessen Horowitz: investment adviser

The Adviser’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Funds, managing and monitoring the performance of such investments and disposing of such investments. The Adviser provides investment advisory services to the Funds in accordance with the limited partnership agreement of each Fund and investment management services agreement (or its equivalent, each, an “Advisory Agreement”). Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable Fund’s general partner (a “General Partner”), and not individually to the investors in a Fund (the “Investors” or the “Limited Partners”). Services are provided to a Fund in accordance with the Advisory Agreement with a Fund and/or organizational documents of a Fund. Investment restrictions or guidelines for a Fund, if any, are established in the organizational or offering documents of the Fund, Advisory Agreements and/or side letter agreements negotiated with investors in the Fund (such documents collectively, the Fund’s “Organizational Documents”). The principal owners of a16z Capital Management, L.L.C. are Marc Andreessen and Ben Horowitz. The Adviser has been in business since 2009. As of December 31, 2025, the Adviser manages $106,476,153,956.12 in regulatory assets under management, on a discretionary basis. The Adviser does not manage assets on a non-discretionary basis.

Advisory Fees paid by a Fund may also be reduced by other fees or compensation received by the Adviser or its affiliates that relate to such Fund’s activities and investments, or by certain organizational or other expenses borne by such Fund, pursuant to the applicable Fund’s Organizational Documents and as described in more detail below. Advisory Fees paid by a Fund are indirectly borne by investors in such Fund. Advisory Fees billed to and received from the Funds are payable quarterly in advance. Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are returned on a prorated basis. The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are established by the Adviser and are set forth in each Fund’s Organizational Documents, which are received by each investor prior to investment in a Fund. The Advisory Fees and other fees and distributions described herein are generally subject to modification, waiver or reduction by the Adviser in its sole discretion. A waiver does not obligate the Adviser to waive fees in the future. The fee structures described herein may be modified from time to time. Certain investors in the Funds that are employees, business associates and other “friends and family” of the Adviser or its personnel (“Adviser Investors”) will not typically pay Advisory Fees or Carried Interest in connection with their investment in a Fund. Notwithstanding that Adviser Investors will generally not pay Advisory Fees, Adviser Investors will pay for their pro rata share of certain Fund expenses or the pro rata portion of such Adviser Investors’ expenses will be allocated to the Adviser or the General Partner of a Fund. In addition, while the Adviser does not currently anticipate receiving transaction fees, monitoring fees, consulting fees, director’s fees (or other compensation), break-up fees or similar fees from actual or prospective portfolio companies of the Funds (“Other Fees”), to the extent the Adviser or its affiliates do receive Other Fees, the Advisory Fees paid by a Fund will generally be reduced by up to the full amount of such Other Fees. The amount and manner of the foregoing reductions are set forth in the Organizational Documents of the Funds. To the extent a reduction relates to more than one Fund, the Adviser shall allocate the resulting Advisory Fee reduction among the applicable Fund(s) in proportion to their interest (or prospective interest) in the relevant investment. Generally, the portion of Other Fees allocable to capital invested by a co-investment vehicle or third-party co-investor that does not pay Advisory Fees will be retained by the Adviser

and such amounts will not offset any Advisory Fee. Due to the timing of receipt of compensation subject to offsets, Fund investors will not receive the full benefit of reductions or offsets. Fund investors will not receive the benefit of offsets in periods where Advisory Fees are waived. Other Fees may be substantial and may be paid in cash, in kind of the portfolio companies or investment vehicles (or rights thereto) or otherwise. In many cases with respect to the implementation of the arrangements described above, there is not an independent third-party involved on behalf of the relevant portfolio company. Therefore, a conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company. Other Fees do not include fees or compensation, including equity compensation, received by any individual whose primary relationship with the Adviser is as mere “venture partner”, “entrepreneur-in-residence”, “executive-in-residence”, consultant, contractor, scout, advisory partner or adviser (as those terms are generally understood in the venture capital and private equity industries) (collectively, “Special Consultants”), even if such individual technically qualifies as an “employee” of the Adviser or a Fund’s General Partner under applicable law; provided, that fees received by full-time, permanent employees of the Adviser or the Fund’s General Partner will be considered Other Fees to the extent they otherwise satisfy the definition of “Other Fees” included above. Additionally, Other Fees generally do not include any amount received by a Fund’s General Partner, the Adviser or a member, partner or employee of the General Partner or the Adviser from a portfolio company as payment for goods provided to any portfolio company. Other Fees also do not include any compensation from or stock of an incubated company received by any employee of the General Partner of a Fund or the Adviser (other than any full-time investment professional of the General Partner or the Adviser).

Expenses Adviser Expenses To the extent provided in the Organizational Documents of a Fund, the Adviser will pay out of Advisory Fees the following normal overhead and administrative expenses incurred by the Adviser or its affiliates in connection with the management of the Fund: (i) salaries and wages of employees of the Fund, its General Partner, the Adviser and their respective affiliates (other than Carried Interest described in Item 6 below), (ii) travel and entertainment expenses of the Fund’s General Partner, the Adviser and their respective members, offices and employees, (iii) rentals payable for space used by the Adviser or the Fund, (iv) expenditures for equipment by the Adviser or the Fund and (v) costs and expenses related to most regulatory compliance functions (to include governmental audits and investigations) of the Adviser and the General Partners. Fund Expenses Consistent with the Organizational Documents of the Funds, each Fund will bear all costs, fees, expenses and liabilities incurred by the Fund, any feeder fund investing in the Fund (to the extent applicable and subject to the determination by the applicable General Partner that any costs, fees and expenses are properly allocable solely to such feeder fund), the Fund’s General Partner, and the Adviser and their respective affiliates on behalf of the Fund and, if applicable, feeder fund

(except for those expenses borne by the Adviser, as noted above), including, without limitation, all costs, fees, expenses and liabilities incurred in respect of: the actual or proposed investigation, diligence, purchase, holding, sourcing, storage, custody, third-party Digital Asset staking and delegation (or other transactions that generate income from the holding or utilization of such Digital Assets), liquidity provision, lending, borrowing, bridging, governance participation and other on-chain or off-chain activities in connection with Digital Assets, or sale or exchange or other actual or proposed disposition of Fund investments, including, but not by way of limitation, reasonable private placement and finder’s fees in contemplation of an investment by the Fund paid to persons other than the General Partner or members of the General Partner or any of their respective affiliates; due diligence expenses (including, without limitation, market, technology, financial and intellectual property diligence and background checks and third-party diligence software) with respect to actual or proposed investments, whether or not consummated; fees, interest or other carrying charges incurred by the Fund (and any of a Fund’s subsidiaries) to unrelated third parties in connection with the Fund’s obtaining or carrying financing pursuant to a line of credit or other borrowing; real property or personal property taxes on investments; transactions involving Fund assets, including, but not limited to, brokerage fees, commissions, investment banking fees, private placement fees, expert network fees, network or protocol transaction, execution, settlement and any other third-party fees incurred in effecting transactions, and other transaction related compensation and charges; taxes applicable to the Fund on account of its operations and all costs incurred in connection with any tax audit, inquiry, investigation, settlement or review of the Fund, any sales or other taxes, fees or government charges which may be assessed against or otherwise borne by the Fund, any costs of or related to the tax representative or tax matters partner of the Fund and compliance with the Organizational Documents including, for the avoidance of doubt, tax advisory and consulting services with respect to Digital Asset transactions and activities and any basis tracking or software required therefor; fees incurred in connection with the setup and maintenance of bank or custodian accounts or treasury and cash management services or arrangements (including, but not limited to, fees and other compensation paid with respect thereto) including Digital Asset custodians and sub custodians (or their equivalent) and any segregated wallet arrangements; fees and expenses with respect to fund legal, operations, compliance, planning and regulatory matters; the registration or placement of the Fund’s investments under the Securities Act or other applicable law (including, but not limited to, legal, audit and other expenses incurred in connection therewith); expenses incurred pursuant to any regulatory, licensing and governmental registration of the Fund, as well as filing, title, registration and other fees made on behalf of the Fund including state notice filings; anti-money laundering or other regulatory costs of the Cayman Islands or other jurisdictions in which the Fund is organized and/or operates, as well as collecting, validating or verifying limited partner payments or wire information, whether or not related to anti-money laundering laws; costs of past or anticipated Fund restructurings and amendments; investor transfer expenses, to the extent not borne by the relevant transferor investor; fees and expenses incurred with respect to the structuring, organizing, negotiating, consummating, financing, refinancing, acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, trading, selling, valuing, winding up, liquidating, or otherwise disposing of, as applicable, portfolio companies and the Fund’s actual and potential investments (including transactions that are terminated or not consummated), as well as third-party trading, risk management, portfolio management, execution

management, order routing, pricing, analytics, surveillance and monitoring systems with respect to Digital Assets; or seeking to do any of the foregoing (including, but not limited to, the Fund’s pro rata share of any expenses and costs associated with aggregator vehicles), any associated legal, financing, commitment, transaction or other fees and expenses payable to attorneys, accountants, investment bankers, lenders, and service providers, consultants, and similar professionals, any breakup, reverse breakup, termination, and other similar fees, and any fees and expenses related to transactions that may have been offered to co-investors (including such expenses that were to be allocated to co-investors if such prospective unconsummated transactions were consummated); in connection with Digital Assets, any costs and expenses incurred to identify, monitor, claim, secure, evaluate, account for, and dispose of airdrops, forked assets, rebasing tokens or similar protocollevel distributions or adjustments, including claim-window or monitoring services, and any associated tax, accounting, valuation, or reporting costs, as well as the establishment, operation, maintenance, monitoring and wind-down of any blockchain networks, protocols, nodes, validators, staking infrastructure or similar technical systems that are owned, operated, maintained or utilized directly or indirectly by the Fund; expenses associated with applicable laws and regulations in connection with marketing and selling interests in the Fund, including compliance with the U.S. Advisers Act of 1940, as amended (the “Advisers Act”), CFIUS (as defined below), the Defense Production Act of 1950, as amended, the European Union’s Alternative Investment Fund Managers Directive (“AIFMD”), data protection laws, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Federal Act on Collective Investment Schemes (“CISA”), the Swiss Financial Services Act (“FinSA”), the Sustainable Finance Disclosure Regulation and/or the EU Taxonomy Regulation, the cost of any representative, distribution agent, payment agent or ombudsman appointed pursuant to the CISA and the FinSA or any law, rule or regulation relating to the implementation thereof (including any non-U.S. representative, paying agent or similar agent) required in connection with or arising directly or indirectly from marketing or sale of interests in the Fund in non-U.S. jurisdictions, and the rules of any self-regulatory organization, including with regard to anti-money laundering, government sanctions, foreign account reporting requirements and cross-border activity tracking, filings with and reporting to securities regulators and exchanges and self-regulatory organizations; to the extent applicable, compliance with any regulations applicable to Digital Assets; legal, compliance, custodial, depository (including, but not limited to, costs and expenses related to any depository appointed pursuant to AIFMD), independent appraisal, accounting, valuation, transfer and registration services provided to the Fund and any chain analytics, wallet screening, sanctions screening and transaction monitoring services applicable to Digital Asset activities; protecting the confidentiality of Fund information (including, but not limited to, reviewing and responding to any FOIA “open records” or similar requests); accelerators, incubators, venture partner programs, scout programs and start-up schools and initiatives formed to facilitate Fund investments; fees and expenses of investment advisers, independent consultants and joint venture partners of the Fund, including those incurred in investigating and evaluating investment opportunities; and any other Fund expenses, fees or costs that are not normal administrative and overhead expenses provided above, including, but not limited to, all legal fees and expenses incurred in responding to, prosecuting or defending administrative or legal proceedings, including investigations, inquiries, arbitration and dispute resolution processes, relating to the Fund and/or its current or former portfolio companies or other

investments (whether or not the Fund is a party thereto) brought by or against the Fund, the Adviser, or the General Partner, or the members, partners, managers, employees or agents or former members, partners, managers, employees or agents of any of the foregoing, such as all costs and expenses of discovery and subpoenas related thereto and all costs and expenses arising out of or resulting from the Fund’s indemnification pursuant to the Organizational Documents; to the extent applicable, all costs and expenses associated with operating a feeder fund, including all expenses associated with its organization, management, operation, accounting, audit, tax compliance, regulatory compliance, reporting and eventual winding up, liquidation and dissolution of such feeder vehicle, other than taxes imposed directly on such feeder vehicles, and with preparing and distributing such feeder fund’s financial statements, tax returns and reports and all such expenses that are described above in, but not including any income based or similar taxes, fees or other governmental charges levied against such feeder fund. The Funds will also bear the fees of the independent certified public accountant incurred in connection with the annual audit of the Fund’s books and the preparation of the Fund’s financial statements and annual tax return, costs of independent appraisers, accounting and valuation providers and software, bookkeeping and similar expenses paid to third parties for the maintenance of the Fund’s books and records and preparation and delivery of reports and notices, audits and investigations of the Adviser, the General Partner or Fund, premiums associated with insurance, if any, to insure against any claims that could be made directly against the Fund, the General Partner, the Adviser or any indemnified persons or that could give rise to the Fund liability pursuant to the Fund’s Organizational Documents, including cybersecurity insurance, any fiduciary bonds, representation and warranty insurance, directors and officers insurance, and errors and omissions insurance, preparation and other expenses associated with annual and other reports to the partners, costs associated with any Fund information meetings (including printing costs, venture expenses and meals), expenses of the advisory committee meetings (including printing costs, venture expenses and meals) and reimbursement of reasonable out-of-pocket costs for the advisory committee members and the Adviser and its personnel to attend such meetings including travel, lodging, and meals, costs of the Adviser and its personnel associated with limited partner annual meetings, including printing costs, venue expenses, and meals, and all legal fees and expenses incurred in prosecuting or defending administrative or legal proceedings, including fees in connection with regulatory inquiries or investigations, or public relations undertakings, concerning a portfolio company activities, including investigations, inquiries, arbitration and dispute resolution processes, relating to the Fund brought by or against the Fund, the Adviser or the General Partner, or the members, partners, employees or agents or former members, partners, employees or agents of any of the foregoing. The Funds will also bear all the organization costs, fees and expenses incurred by or on behalf of the Fund, in an amount not to exceed a threshold specified in the Funds’ Organizational Documents as well as all liquidation costs, fees and expenses incurred by the General Partner, the Adviser, or members of the Adviser in connection with the liquidation of the Fund’s assets. In addition, the Adviser has previously, and may in the future, engage one or more fund administrators or similar service providers to perform certain functions in relation to the Funds, which services include coordination of the Fund’s legal entity management function, execution

and recordkeeping associated with applicable tax elections and filings, support for the valuation process and investor correspondence, investor data management and reporting requests as well as data collection required for various regulatory reporting which with the Funds are required to comply. In certain instances, employees of such service providers dedicate substantially all of their time to the Funds or spend all or a significant majority of their business time at the Adviser’s offices. These expenses related to such service provider employees are borne by the Funds. From time to time, the General Partner of a Fund creates certain “special purpose vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal and regulatory considerations of investors (“SPVs”). In the event the General Partner creates an SPV, consistent with the Organizational Documents of a Fund, the SPV, and indirectly, the investors thereof, will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the SPV. Expenses of the types borne by a Fund but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in a Fund (including, without limitation, expenses of accounting and tax services) will typically be borne by the Fund. Allocation of Expenses Certain expenses will be incurred that are attributable to one or more Funds. The allocation of such expenses among the Funds raises potential conflicts of interest. The Adviser intends to allocate any such common expenses in accordance with the applicable Organizational Documents of the Funds. To the extent not addressed in the Organizational Documents, the Adviser intends to allocate any such common expenses among the Funds in a fair and equitable manner as determined by the Adviser in good faith, taking into account such factors that it determines to be relevant for the particular expense. The relative percentage of these expenses that are borne by various stakeholders is expected to depend upon the level at which such expenses are charged or incurred. If multiple Funds evaluate a potential investment that is not consummated, the Adviser will generally allocate broken-deal costs pro rata based on their expected participation in such investment opportunity. However, broken-deal costs may not be allocable to prospective co-investment vehicles that were not formed before the broken deal (and thus such co-investment vehicles would not have been “clients” of the Adviser at such time and may not be allocated their expected pro rata share). The Adviser has in the past caused, and expects to continue to cause, the Funds to purchase or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Funds, their applicable General Partners, the Adviser itself and their respective directors, officers, employees, agents, representatives, members of the Funds’ limited partner advisory committees, and other indemnified parties, against liability in connection with the activities of such funds. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by the Adviser that cover one or more Funds and the Adviser itself (including their respective directors, officers, employees, agents, representatives, members of limited partner advisory committees, and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among the various Funds and

the Adviser itself, on a fair and reasonable basis, and, to the extent other facts and circumstances arise or evolve over time, including, without limitation, the evolution of alternative methodologies or updates to industry or regulatory trends or requirements, may reevaluate allocations should it determine subsequently that other allocations are necessary or advisable. There can be no assurance that a different allocation would not result in a particular Fund bearing lower (or higher) premiums, fees, costs and expenses for insurance policies. Co-investment vehicles and certain other Funds may not bear a portion of such expenses that are allocated to the remaining Funds even if they benefit from the relevant insurance coverage. There will likely be certain other expenses that will be incurred for the benefit of both the Adviser itself, on the one hand, and one or more Funds, on the other hand. Apportionment of such expenses involves a conflict of interest. To the extent not addressed in applicable Organizational Documents, the Adviser will make a determination regarding the allocation of such expenses in a fair and reasonable manner using its judgment, notwithstanding its interest (if any) in such allocation. To the extent other facts and circumstances arise or evolve over time, including, without limitation, the evolution of alternative methodologies or updates to industry or regulatory trends or requirements, the Adviser may reevaluate allocations should it determine subsequently that other allocations are necessary or advisable. Notwithstanding the foregoing, the portion of an expense allocated to a particular Fund for a particular service may not reflect the relative benefit derived by such Fund from that service in any particular instance. It is critical that Investors refer to the relevant confidential private offering memorandum, explanatory memorandum, and other Fund Organizational Documents for a complete understanding of Advisory Fees and expenses. The information contained herein is a summary only, qualified in its entirety by such documents, and does not preclude materially different fee and expense terms for future Funds sponsored or managed by the Adviser and its affiliates. Carried Interest Payments Please see Item 6 below regarding “Carried Interest” that the Funds pay, depending on the terms of the applicable Organizational Documents. Brokerage Fees Although the Adviser does not generally utilize the services of broker-dealers to effect portfolio transactions for the Funds, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below.

Generally, and except as may be otherwise set forth in the Organizational Documents of the Funds, this conflict is mitigated, but not eliminated, by certain limitations on the ability of the Adviser to establish new investment funds and contractual provisions and procedures setting forth investment allocation requirements. Please also see Item 11 below regarding allocation for additional information relating to how conflicts of interest are generally addressed by the Adviser.

In some cases, the Funds may accept “accredited investors” who do not meet the definition of “qualified purchasers” including knowledgeable employees and other individuals. The Adviser does not currently have a minimum size for a Fund.

The Adviser and its affiliates work closely with each company in which the Funds invest. In addition, certain Funds invest in and/or hold securities in public companies from time to time, and a Fund may invest a portion of its aggregate capital commitments in publicly traded securities.

The Funds also invest in Digital Assets (as defined below). The size and nature of the investments will be varied. In some cases, investments will be made in pure equity transactions through which the Funds would own an equity interest in the underlying company sponsor. The Funds may also seek to couple an equity investment with an option to purchase crypto tokens in the future or structure a transaction to acquire equity that may convert at some point into crypto tokens. For existing tokens, the Funds may make investments via purchases in the secondary market or via primary issuances from the network sponsor. Certain Funds also invest in later stages once the token is liquid and available to be traded through exchanges or peer to peer. To the extent the Funds invest in equity or equity-based securities, the Funds would be able to return capital to investors only to the extent that the issuer of the securities chooses to register those securities via an initial public offering or via an acquisition of those securities by another issuer, including on a secondary basis. If the Funds purchase crypto tokens, or otherwise receive crypto tokens in connection with an investment, the ability to return capital to investors will be a function of the existence of secondary markets via which the Funds can convert crypto tokens into fiat currency. While the size and development stage of companies and projects into which the Funds may invest will vary, the Funds anticipate making a substantial portion of their investments in companies or projects that are in early, developmental stages. Whether those early-stage projects will ever develop into commercial projects that provide appreciation of the original investment is unknown.

Certain Fund Related Risks Investing in securities involves a substantial degree of risk. A Fund may lose all or a substantial portion of its investments, and investors in the Funds must be prepared to bear the risk of a complete loss of their investments. No Assurance of Investment Return. The Adviser cannot provide assurance that it will be able to choose, make and realize any particular investments or otherwise implement a Fund’s investment strategy, or that investments made by a Fund will generate expected returns. Moreover, the Adviser cannot provide assurance that any investor will receive a return of its capital or any distribution from such Fund. Past Performance Is Not Indicative of Future Results. Past performance of the Investing Partners or the Funds is not necessarily indicative of future results or performance and there can be no assurance that a Fund will, or continue to, achieve comparable results. Accordingly, investors should draw no conclusions from the performance of the Funds and should not expect to achieve similar results. An investment in a Fund involves a risk of loss of capital and should only be considered by potential investors with high tolerance for risk. Illiquidity of Fund Interests. An investment in a Fund should be viewed as illiquid. Interests in the Fund will not be readily marketable, are not redeemable, and are generally not transferable except with the consent of the General Partner, which may be withheld in the General Partner’s sole discretion, and must be withheld if certain tax and legal requirements are not met. Without limiting the generality of the foregoing, transfers of limited partner interests in the Fund may be restricted by the General Partner in order for the Fund to stay within “safe harbors” related to avoiding

“publicly traded partnership” status for U.S. federal income tax purposes. There will be no public market for interests in the Fund, and none is expected to develop. Investors are not permitted to withdraw from the Fund, except in certain limited circumstances for legal or regulatory reasons. To the extent a General Partner is asked to consent to a transfer of interest in a Fund, the General Partner generally may do so in its sole discretion, taking into account such factors that the General Partner determines to be relevant under the circumstances, which may include, without limitation: (i) whether the potential purchaser is an existing investor in the Fund, or other the Adviser funds; (ii) the General Partner’s evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations; (iii) the General Partner’s perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen, or cultivate relationships that may indirectly provide longer-term benefits to the Fund, the General Partner, other the Adviser funds (now or in the future) or the Adviser itself; (iv) the expected amount of negotiations required in connection with a potential purchaser’s investment; (v) whether the potential purchaser would subject the General Partner, the Fund or their respective affiliates to legal, regulatory, reporting, public relations, media or other burdens; (vi) requirements in the Organizational Documents; and (vii) the likelihood that a purchaser would make an investment into another the Adviser fund (now or in the future). One of the requisites to such consent may be an opinion of the Fund’s counsel that such a transfer would not subject the Fund or the General Partner to any regulatory, tax or other legal requirements or result in the violation of any applicable law or governmental regulation. The transferor and/or transferee will generally be required to bear the cost of such legal opinion along with transfer expenses, which may be costly. Reliance on the Adviser. The Adviser will have exclusive responsibility for management and oversight of a Fund’s activities. Investors will not have the right to make or evaluate any investment made by the Fund, or other decisions concerning management of the Fund and its portfolio companies. Accordingly, investors are dependent upon the judgment and ability of the Adviser to source transactions and invest and manage the capital of a Fund. No potential investor who is unwilling to entrust all aspects of the management of the Fund to the Adviser should invest in the Fund. The success of the Fund will depend on the ability of the General Partner and the Adviser to identify and consummate suitable investments (including new investments during the Fund’s investment period), to assist the management of any portfolio companies in building successful businesses and to dispose of investments of a Fund at a profit. The business of identifying, structuring, completing and realizing venture capital and private equity investments involves a high degree of uncertainty and is subject in some cases to the prevailing capital market, regulatory or political environment. There can be no assurance that the General Partner will be able to identify, or a Fund will be able to complete, portfolio investments that satisfy the Fund’s rate of return objectives or, if completed, realize such investments for fair or attractive values or that the Fund will be able fully to invest its committed capital. The loss of the services of one or more of the members of the Adviser’s team could have an adverse impact on the Fund’s ability to realize its investment objectives.

Role of Investment and Operating Professionals. The success of a Fund depends in part upon the skill and management expertise of the Adviser’s investment and operating professionals. Their interests in the General Partner, and the vesting and potential forfeiture terms to which their interests are subject, should discourage them from leaving the Adviser, but there is ever increasing competition among industry participants for hiring and retaining qualified investment and operating professionals. There can be no assurance that any professional will continue to be associated with the Adviser or involved in a Fund throughout the life of the Fund or that any new hires or replacements will perform well. Further, the time, dedication and scope of work of a professional varies considerably. In addition, investment decisions are often considered by multiple investment professionals. Discussion and debate among them are generally helpful to the investment decision making process but excessive disagreement could adversely impact a Fund. Finally, the Adviser’s investment and operating professionals work on a variety of projects, which will result in less than all of their time and attention being allocated to a Fund, and the ability of the members of the investment team to access other professionals and resources within the Adviser for the benefit of a Fund may be limited. Deployment of Capital. In light of each Fund’s investment strategy and the need to be able to deploy capital quickly to capitalize on potential investment opportunities, a Fund may, from time to time, maintain cash at the Fund level pending deployment into investments, which may at times be significant. Prospective investors should expect that the Fund will call capital in excess of the amount of capital the Fund needs at the time of the capital call. Such cash may be held in an account of the Fund for the benefit of the investors or may be invested in money market accounts, repurchase agreements, or other similar temporary investments. In the event a Fund is unable to find attractive investments such cash may be maintained at the Fund level for longer periods, which would be dilutive to overall investment returns. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall Fund returns. Reinvestment. The General Partner is permitted to elect to reinvest the proceeds from the disposition of portfolio investments; provided, however, that the aggregate cost basis of all portfolio investments made by a Fund generally will not exceed the limitations set forth in the applicable Organizational Document. In addition, the General Partner may distribute such proceeds, deem such distribution to increase unfunded capital commitments of the investors and then re-call such proceeds for reinvestment or other purposes in accordance with the Organizational Documents. Accordingly, an Investor may be required to fund for investments and expenses in an aggregate amount in excess of its capital commitment during the term of the Fund, and to the extent such recalled or retained amounts are reinvested in investments, an Investor will remain subject to investment and other risks associated with such investments. The decision to reinvest (by holdings or recall) proceeds could have a negative impact on the Fund’s investment returns and investors will need to ensure that they have sufficient cash reserves to fund any recall of distributions. Certain portfolio investments may consist of liquid Digital Assets that are capable of being traded more frequently than traditional, illiquid venture investments. As a result, dispositions of such assets

(including partial dispositions effected through trading activity) may occur more frequently, which could lead to frequent recycling of capital through reinvestment. Risk of Dilution. Investors admitted at a subsequent closing of a Fund will participate in existing investments of the Fund, diluting the interests of previously admitted investors of the Fund. Although such additional investors are expected to contribute their pro rata share of previously funded capital commitments, there can be no assurance that this payment will reflect the fair value of their pro rata share of the Fund’s existing investments at the time such additional investors are admitted. Accordingly, if the value of one or more of the Fund’s existing investments decreases, the Fund’s ability to raise additional capital could be negatively impacted because new investors would be indirectly purchasing such existing investments at a premium to their then-current value. Conversely, if the value of one or more of the Fund’s existing investments increases, new investors would be indirectly purchasing such existing investments at a discount to their then-current value. The degree of this discount would be exacerbated by any use of a subscription facility by the Fund that could have the effect of enhancing the returns on any such investment during the period between the consummation thereof and the new investors’ purchase thereof. Reserves. As is customary in the industry, a General Partner may elect to establish reasonable reserves for follow-on investments by a Fund in portfolio companies and other portfolio assets, operating expenses, Fund liabilities, and other matters. Estimating the appropriate amount of such reserves is difficult, especially for follow-on investment opportunities, which directly tie to the success and capital needs of portfolio companies and other portfolio assets. Inadequate or excessive reserves could impair the investment returns to the Limited Partners. If reserves are inadequate, the Fund may be unable to take advantage of attractive follow-on or other investment opportunities, or to protect its existing investments from dilutive or other punitive terms associated with “pay-toplay” or similar provisions. If a Fund’s reserves are excessive, the Fund may decline attractive investment opportunities or hold unnecessary amounts of capital in money market or similar lowyield accounts. Uncertain Timeframe for Winding Up Affairs. By amendment to the Organizational Documents (which would not require the consent of all of the investors of a Fund) or with the consent of a Fund’s Advisory Committee or a majority in interest of its Limited Partners, the initial term of the Fund may be extended for additional periods. Given the illiquid nature of many of a Fund’s investments, it is likely that the Fund will hold a number of portfolio investments that cannot be disposed of advantageously as the Fund reaches the end of its initial term. Therefore, the General Partners anticipate that they will likely seek multiple extensions of the Fund’s term. At the end of the Fund’s term (as extended), the liquidation of its remaining assets and winding up of its affairs will commence. In connection with the liquidation of the Fund, the General Partner (or other relevant liquidator) will have the authority to sell, exchange or otherwise dispose of the assets of the Fund in such reasonable manner as the General Partner (or other relevant liquidator) determines to be in the best interest of the Fund. Given the illiquid nature of many of a Fund’s investments, it is likely that the Fund will continue to hold a number of portfolio investments that cannot be advantageously disposed of during the liquidation period in the absence of a liquidity event for the applicable portfolio company, and there can be no assurances with respect to the timeframe in

which the remaining assets of the Fund will be disposed of following commencement of the liquidation of the Fund at the end of its term (as extended). There is no particular period specified or required for the final disposition of the Fund’s assets. In addition, sales of portfolio investments in connection with the liquidation of the Fund may include escrows of a portion of the sales proceeds or other arrangements (such as earn-outs or cross-trades), which may further delay the final liquidation of the Fund. As a result of the foregoing, depending in part on the number of extensions of the Fund’s term that are effected, final liquidation of the Fund may not occur until several years or more after the end of the Fund’s term, and in any event, the General Partner anticipates that the final liquidation of the Fund will not occur until significantly after its term. Fund Borrowing. The Funds from time-to-time borrow funds or enter into other financing arrangements (including a subscription line with one or more lenders in order to finance its operations (including for the acquisition or disposition of the Fund’s investments or to obtain indirect or synthetic exposure to investments)) for various reasons, including to pay fund expenses, to pay Advisory Fees, to make or facilitate new or follow-on investments (including borrowings pending receipt of capital contributions from investors), to make payments under hedging transactions, to cover any shortfall resulting from an investor’s default or exclusion, or to facilitate digital assets related repurchase agreements, or sales of Digital Assets. Fund-level borrowing subjects Limited Partners to certain risks and costs. Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically delays the need for Investors to make contributions to the Fund or results in short-term gains to the Fund, which in certain circumstances enhances the relevant Fund’s internal rate of return calculations and thereby may be deemed to benefit the marketing efforts of the General Partner. A Fund is generally permitted to “batch” together capital calls (including those used to pay interest on the Fund’s subscription lines, assetback facilities and other indebtedness) into larger, less frequent capital calls, with the Fund satisfying its interim capital needs by borrowing money from such credit facility. In addition, the batching of capital calls into larger, less frequent capital calls may amplify the magnitude of potential defaults by investors as a result of there being fewer but larger capital calls. To the extent a subscription facility is due upon demand by a lender, such a demand may be issued at an inopportune time at which liquidity is generally constrained, potentially resulting in greater defaults as a result of liquidity constraints on investors and/or investors facing similar capital calls in multiple funds and being unable to satisfy all such demands simultaneously. Fund-level borrowing involves a number of additional risks and costs. To the extent a Fund uses borrowed funds in advance or in lieu of capital contributions, the Fund’s Investors will generally make correspondingly later capital contributions, and the Fund will bear the expense of interest on such borrowed funds. As a result, though the Adviser generally anticipates that any borrowing by a Fund will be on a short term basis, a Fund’s use of borrowed funds will impact the calculation of net performance metrics for the Fund (to the extent that they are based on investor cash flows) and generally makes net IRR calculations for the Fund higher than they otherwise would be without fund-level borrowing as these calculations generally depend on the amount and timing of capital contributions. The Adviser therefore has a conflict of interest in deciding whether to borrow funds because the Adviser and its affiliates may receive disproportionate benefits from such borrowings in the form of enhanced Fund performance metrics. Moreover, where a Fund borrows in lieu of

calling capital to fund the acquisition of an investment, the borrowing generally would be used for all of the Fund’s Investors on a pro rata basis, including its General Partner. A Fund’s Investors may be obligated to contribute capital on an accelerated basis if the Fund fails to repay the amounts borrowed under a capital call line or experiences an event of default thereunder. In addition, drawing down on a capital call line allows the Adviser to fund investments and pay expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital at once to repay then-current amounts outstanding under a capital call line could cause short-term liquidity concerns for Investors that would not arise had the Adviser called smaller amounts of capital incrementally over time as needed by the Fund. This risk would be heightened for an Investor with capital commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio. Thus, a single market event could trigger simultaneous capital calls, requiring the investor to meet the accumulated, larger capital calls at the same time. Moreover, any Investor claim against a Fund would likely be subordinate to the Fund’s obligations to creditors of a capital call line. In addition, Fund-level borrowing will result in incremental expenses that will be borne by a Fund’s Investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a capital call line, an upfront fee for establishing a capital call line, as well as legal fees relating to the establishment and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating or terminating the facility and any other one-time and recurring fees and expenses. Because a capital call line’s interest rate is typically based in part on the creditworthiness of the Fund’s Investors and the terms of the applicable Fund’s Organizational Documents, it may be higher than the interest rate an Investor could obtain individually. To the extent a particular Investor’s cost of capital is lower than the Fund’s cost of borrowing, Fund-level borrowing can negatively impact an Investor’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. Moreover, the capital call line’s interest rate may be floating, and therefore subject to market conditions and prevailing interest rates. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Fund and its Investors or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the Adviser’s ability to consent to the transfer of an Investor’s interest in a 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 capital call line, the Adviser may be required to request certain financial information and other documentation from Investors to share with lenders. The Adviser will have significant discretion in negotiating the terms of any capital call line and may agree to terms that are not the most favorable to one or more Investors. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other subsidiary of a Fund is expected to bear higher rates under a borrowing facility than are borne by the Fund, resulting in a potential net benefit to the Fund, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Fund subsidiary. In addition, a Fund may have credit facilities and arrangements with multiple lenders or facility providers, and as a result may not always receive the best rates or terms possible with

respect to which facility it decides to use, and there is no guarantee that a Fund will have the same access to multiple lenders or facility providers as any other Fund will receive access to on the same rates or terms. Although the Adviser generally structures the Funds to avoid cross-guarantees and other circumstances in which one Fund ultimately bears liability for all or part of the obligations of another Fund or an affiliate of the Adviser, in certain circumstances lenders and other market parties participants negotiate for the right to face only select fund entities, which may result in a particular Fund being solely liable for another Fund’s share of the relevant obligation and/or joint and several liability among multiple Funds. In such cases, the Adviser intends to cause the relevant 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 parties 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 affiliate of the Adviser (including the Adviser’s employee parallel funds) relating to their respective lending or other facilities; if any such provision were to be triggered, the Fund’s Investors could suffer adverse effects resulting from any default by the other Fund or an affiliate of the Adviser, whether or not related to the Fund in which such Investors have invested. In addition to capital call lines of credit, the Adviser may also utilize other lines of credit for a Fund, subject to the limitations on outstanding borrowing at any time in the Organizational Documents. Such other lines of credit may affect the timing of capital contributions, which, as noted above, is relevant for determining the Fund’s net IRR at both the Fund and Investor levels. A Fund (and indirectly its Investors) will bear any interest expense, fees or other costs in connection with any such capital call or other line of credit maintained by the Fund. The capital call lines of credit will provide lenders with certain rights, which the Adviser expects to include, among others, the right to call capital from the Investors in the event of a default and, in the event of a failure by an Investor to fully fund its capital contributions to the Fund when due, the right to exercise certain default remedies directly against such Investor. A Fund’s capital call line of credit is also expected to include restrictions on Investors’ rights to transfer their interests in the Fund, which may in certain cases require prior approval from the relevant lender. Other lines of credit for a Fund may impose similar restrictions and/or require the Adviser to provide the lender with other rights, including but not limited to a security interest in the portfolio investments of the Fund. Use of credit facilities by a Fund also subjects the Fund (and indirectly its Investors) to certain risks, including risk of loss if the Fund defaults on its obligations and subordination of distributions by the Fund to the Fund’s obligations to a lender. Lastly, a Fund is expected to incur borrowing costs associated with any warehousing of investments for it by the Adviser. The Adviser may warehouse investments through a Fund (as its initial limited partner) or separate from a Fund (in which case, it would sell the warehoused assets to the applicable Fund). In each case, any borrowing interest and expenses incurred by the Adviser in connection with funding such investments in connection with warehousing such investments for a Fund would be borne by the Fund’s partners. Such borrowing costs are not limited to third party

borrowing costs – the Adviser is authorized to charge a Fund for the time value of its capital used for warehouse investments to the extent disclosed to the Investors prior to the Fund’s closing. Cross Liability. Portfolio companies of a Fund may, from time to time, engage in activities that could adversely affect the Fund or a portfolio company in which the Fund is invested, including, for instance, as a result of laws and regulations of certain jurisdictions (such as bankruptcy, environmental, consumer protection, and labor or union laws) that may not recognize or permit the segregation of assets and liabilities between separate entities. In addition, certain jurisdictions may allow for recourse against assets that are under common control with, or part of the same economic group as, the entity that has incurred the liability. This may result in the assets of the Fund or a portfolio company in which the Fund invested being used to satisfy the obligations or liabilities of another Fund or a portfolio company thereof. Investor-Level Leverage. From time to time, prospective and existing investors may be permitted to finance or leverage their investment in a Fund using a combination of equity and debt financing, with some or all of the debt financing secured by a pledge of such investor’s interest in the Fund. Such financing arrangements are typically negotiated independently between an investor and its lender, and the Fund has limited or no control over the terms or enforcement of such arrangements. If an investor defaults on its financing obligations, the lender may exercise remedies against the pledged interest, including foreclosure and forced transfer, which could result in the lender (or a third-party transferee) becoming an investor in the Fund. Such a transfer could have adverse consequences for the Fund and its investors, including (i) disruption to the Fund’s governance or investor base, particularly if the lender or transferee has different objectives, economic interests, or risk tolerances than the original investor, (ii) limitations on the Fund’s ability to call capital or enforce contractual obligations against such an investor, and (iii) potential tax, regulatory, or legal implications arising from a change in ownership structure. Additionally, the enforcement of a lender’s rights could trigger restrictions under the Fund’s governing documents, including limitations on transfers, substitute investor approvals, or adverse consequences to non-defaulting investors. If a significant portion of the Fund’s interests were subject to enforcement actions by lenders, the Fund’s operations, investment strategy, and ability to make distributions could be materially and adversely affected. Default Risk and Penalties. Capital calls will be issued by the General Partners from time to time in their discretion, based upon the General Partners’ assessments of the needs and opportunities of the Funds. To satisfy such capital calls, Limited Partners may need to maintain an amount necessary to satisfy a substantial portion of their capital commitments in assets that can be readily converted to cash. Under the Organizational Documents of a Fund, the General Partner will have the authority to impose substantial penalties upon an investor that fails to satisfy any capital call on a timely basis. Accordingly, an investor that fails to satisfy a capital call with respect to a Fund may effectively be required to forfeit its interests in the Fund while remaining obligated to satisfy its capital commitment.

If an investor fails to pay when due installments of its capital commitment to a Fund, including its portion of management fees, Fund expenses, or any amount otherwise due under the Organizational Documents, and the capital contributions made by non-defaulting investors and borrowings by the Fund are inadequate to cover the defaulted capital contribution, such Fund may be unable to pay its obligations when due. As a result, the Fund may be subjected to significant penalties that could materially adversely affect the returns to the investors (including non-defaulting investors). If an investor defaults, it may be subject to various remedies as provided in the Organizational Documents, including, without limitation, reductions in its capital account balance and percentage interest, a forced sale of its interest at a discount and preclusion from participation in any further investments made by the Fund. A default by an investor may also limit such Fund’s ability to incur borrowings and avail itself of what would otherwise have been available credit. The General Partner may, subject to certain limitations, require an additional funding of capital contributions from the non-defaulting investors to fund the shortfall caused by the defaulting investor(s). Return of Distributions. Indemnification obligations and obligations to return proceeds to a portfolio company (or to an acquirer of a portfolio company) imposed on a Fund (including, without limitation, obligations that arise after the Fund’s liquidation) could obligate investors of the Fund to return certain distributions received from the Fund, as provided in the Organizational Documents and under Delaware law. Exculpation and Indemnification. Each of the Fund’s assets, including any investments held by the Fund, are available to satisfy all liabilities and other obligations of such Fund, including indemnification of the applicable General Partner and certain other persons and entities, including the Adviser. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied typically will have recourse to the Fund’s assets generally and not be limited to any particular asset, such as the asset representing the investment giving rise to the liability. The Organizational Documents will contain provisions that relieve the General Partner, the Adviser and certain others of liability in certain cases where they might otherwise have liability, subject to applicable law. For example, the General Partner, the Adviser, and certain others generally will not be liable to the Fund or its investors for acts or omissions that constitute ordinary negligence. A Fund will be required to indemnify the General Partner, the Adviser and certain other persons, for liabilities incurred in connection with the affairs of the Fund. The indemnification obligation of a Fund would be payable from the assets of the Fund, including the unpaid capital commitments of the investors. If the assets of a Fund are insufficient, the General Partner may recall distributions previously made to the General Partner and the investors of the Fund, subject to certain limitations set forth in the Organizational Documents. For the avoidance of doubt, neither the General Partner nor the Adviser seeks to waive its fiduciary duty under Section 206 of the Advisers Act, although the provisions of the Organizational Documents are intended to be fully enforceable and binding upon the Partners to the fullest extent permitted by law. Litigation Risks. The Funds will be subject to a variety of litigation risks, particularly due to the substantial likelihood that one or more portfolio companies in which they invest will face financial or other difficulties. A Fund may also participate in portfolio company financings at implicit valuations lower than valuations implicit in preceding rounds of financing. Legal disputes

involving one or more of the Fund or the General Partner and their affiliates may arise from the foregoing activities (or any other activities relating to the operation of a Fund or the General Partner and their affiliates) and could have a significant adverse effect on the Fund. The expenses of defending against claims and paying any amounts pursuant to settlements or judgments, or bringing claims against third parties, will generally be borne by the Fund. The Adviser may withhold amounts that may otherwise be distributed to Limited Partners for actual or anticipated litigationrelated costs and expenses. The outcome of such proceedings may materially adversely affect the value of interests in a Fund and may continue without resolution for long periods of time. The Adviser may withhold amounts that may otherwise be distributed to investors for actual or anticipated litigation-related costs and expenses. Any litigation may consume substantial amounts of the Adviser’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. The Adviser reviews many investment opportunities that do not result in an investment by any other Adviser fund. A Fund and the General Partner may also face litigation (or otherwise become involved in legal proceedings, e.g., as the recipient of a third-party subpoena) with respect to companies that were considered for investment by the Fund (and with respect to which the Fund or the General Partner may have received information), but in which the Fund did not ultimately invest. This may result in costs or other liabilities for a Fund even though the Fund will not benefit from any investment in such company. Director Liability. The Funds will often seek to obtain the right to appoint one or more representatives to the board of directors (or similar governing body) of the companies in which they invest. Serving on the board of directors (or similar governing body) of a portfolio company exposes a Fund’s representatives, and ultimately the Fund, to potential liability. Not all portfolio companies may obtain insurance with respect to such liability, and the insurance that portfolio companies do obtain may be insufficient to adequately protect officers and directors from such liability. In addition, involvement in litigation can be time consuming for such persons and can divert the attention of such persons from the Fund’s investment activities. Contingent Liabilities on Dispositions of Investments. In connection with the disposition of an investment, the Fund and/or the General Partner may be required to make (or be responsible for another person’s or entity’s breach of) certain representations and warranties (e.g., 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 certain disclosures under applicable securities laws. A Fund and/or the General Partner may also be required to indemnify the purchasers or underwriters of such investment to the extent that any such representations or disclosures are inaccurate. These arrangements may result in the incurrence of contingent liabilities for which the General Partner may establish reserves and escrows. In that regard, a distribution of proceeds that might otherwise be made would likely either be delayed or withheld until such reserves are no longer needed. If any such distribution is made in lieu of being delayed and withheld and such representations prove to be inaccurate, the investors

of a Fund could be required to return such distribution to the Fund as provided in the Organizational Documents. Financial Institution Risk; Distress Events. An investment in a Fund is subject to the risk that one of the banks, brokers, hedging counterparties, 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 its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty, similar to that experienced by Silicon Valley Bank and Signature Bank in March 2023 (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance or accounting irregularities. If a Financial Institution experiences a Distress Event, the General Partner, the Fund or one of its portfolio companies may not be able to access deposits, borrowing facilities or other services, either permanently or for an extended period of time. Although assets held by regulated Financial Institutions in the United States frequently are 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 broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties during Distress Events, there can be no assurance that such intervention will occur in a future Distress Event or that any such intervention undertaken will 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 the relevant General Partner to manage a Fund and its investments, and on the ability of the General Partner, the Fund and any portfolio company to maintain operations, which in each case could result in significant losses and in unconsummated investment acquisitions and dispositions. Such losses could include: a loss of funds; an obligation to pay fees and expenses in the event a 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, or acquire or dispose of such investments at prices that such General Partner believes reflect the fair value of such investments; and the inability of portfolio companies to make payroll, fulfill obligations or maintain operations. If a Distress Event leads to a loss of access to a Financial Institution’s services, it is also possible that the Adviser will experience operational burdens and expenses, and a Fund or a portfolio company will incur additional expenses or delays in putting in place alternative arrangements 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). Although a General Partner would expect to exercise contractual remedies under agreements with Financial Institutions in the event of a Distress Event, there can be no assurance that such remedies will be successful or avoid losses, delays or other negative impacts. Funds and their portfolio companies are subject to similar risks if a Financial Institution utilized by investors in the Funds or by

suppliers, vendors, service providers or other counterparties of the Funds or a portfolio company becomes subject to a Distress Event, which could have a material adverse effect on the Funds. Many Financial Institutions require, as a condition to using their services (including lending services), that a General Partner and/or a 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 the Adviser seeks to do business with Financial Institutions that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, the Adviser is under no obligation to use a minimum number of Financial Institutions with respect to Funds or to maintain account balances at or below the relevant insured amounts. Certain Considerations Related to Active Management. Although the Fund’s investments will generally represent a minority interest in portfolio companies, the Fund may in certain cases own a significant or controlling percentage of the common equity of portfolio companies. Because of such significant or controlling ownership, representation on the boards of directors and/or contractual rights, a Fund may in certain cases be thought to control, participate in the management or influence the conduct of portfolio companies. This could expose the assets of a Fund, the General Partner, the Adviser investment professionals and certain other persons to claims by a portfolio company, its security holders, its creditors, governmental agencies or others, including but not limited to an anti-trust claim under Section 8 of the Clayton Act. Under the terms of a Fund’s Organizational Documents, the Fund’s assets are available to indemnify the General Partner, the Adviser investment professionals and certain other persons for losses or expenses incurred in any action related to conduct on behalf of the Fund, subject to certain conditions, and a Fund will have the ability to recall distributions previously made to investors of the Fund for the purpose of satisfying such liabilities subject to any limitations set forth in the Organizational Documents. Beyond direct costs, such disputes may adversely affect a Fund in a variety of ways, including by distracting the General Partner and harming relationships between a Fund and its portfolio companies or other investors in such portfolio companies. Privacy and Data Protection Law Compliance Risk. The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe and other jurisdictions (collectively, “Privacy Laws”) 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 the Adviser, the General Partners, the Funds and/or their portfolio investments, 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, 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 the Adviser, the General Partners, Funds and/or their portfolio investments, 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 and regulations 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 the Adviser, the General Partners, Funds and/or their portfolio companies. Cybersecurity Breaches. Cyber-attacks and other malicious internet-based activity continue to increase in frequency and magnitude. The Adviser, its service providers and a Fund’s portfolio companies depend heavily upon electronic communications (including email), the internet and computer systems to perform necessary business functions. Although the Adviser has implemented, and portfolio companies will likely implement, a variety of security measures, their information technology, communications and computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, the Adviser and a Fund’s portfolio companies may experience threats to their respective data and systems, including malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, such computer systems and networks, or otherwise cause interruptions or malfunctions in the Adviser’s, a Fund’s or their portfolio companies’ operations, which could result in damage to the Adviser’s, a Fund’s or their portfolio companies’ reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss. The Adviser, a Fund’s service providers, and other market participants depend heavily on complex information technology and electronic communications systems (including email) to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect a Fund and its investors, despite the efforts of the Adviser and the Fund’s service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks, and other technology assets, as well as the confidentiality, integrity, and availability of information belonging to the Fund and its investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of the Adviser, the Fund’s service providers, counterparties, or data within these systems. Cyber-attacks may also take the form of socially engineered frauds, such as “phishing.” There have been reports of alleged Chinese, Russian and other rogue actors and nation-state attackers hacking attempts on U.S. corporate intellectual property and the Fund and its portfolio investments may be at risk of cyber-attacks. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of the Adviser’s systems to disclose sensitive information in order to gain access to the Adviser’s data or that of a Fund, the investors or the portfolio investments. Companies and service providers have also been subject to “ransomware” attacks. As further evidence of the increasing and potentially significant impact of cyber security breaches, the U.S. government and several multinational companies, including financial institutions and retailers, reported cyber security breaches affecting their computer systems that resulted in the personal information of millions of citizens, customers and employees

being compromised. A successful penetration or circumvention of the security of the Adviser’s systems could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss, or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause a Fund, the Adviser or their service providers to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. In addition, the Adviser may incur substantial costs related to forensic analysis of the origin and scope of a cybersecurity breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, adverse investor reaction, or litigation. Similar types of operational and technology risks are also present for the companies in which a Fund invests, which could have material adverse consequences for such companies, and may cause the Fund’s investments to lose value. Additionally, to the extent that a portfolio company in which a Fund invests is subject to cyberattack or other unauthorized access is gained to such portfolio company’s systems, such portfolio company may be subject to substantial losses in the form of stolen, lost or corrupted (i) customer data or payment information; (ii) customer or company financial information and/or personal data; (iii) company software, contact lists or other databases; (iv) company proprietary information or trade secrets; or (v) other items. In certain events, a portfolio company’s failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. Any of such circumstances could subject a portfolio company in which a Fund is invested, or the Fund, to substantial losses. Diverse Group of Investors. Investors have conflicting investment, tax, and other interests with respect to their investments in a Fund. The conflicting interests of individual investors relate to or arise from, among other things, the nature of investments made by a Fund, the structuring or the acquisition of investments, and the timing of disposition of investments. As a consequence, conflicts of interest arise in connection with decisions made by a Fund’s General Partner, including with respect to the nature or structuring of investments that are more beneficial for one investor than for another investor, particularly with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for a Fund, the General Partner of such Fund will consider the investment and tax objectives of such Fund and the Fund partners as a whole, and not the investment, tax, or other objectives of any investor individually. The General Partners may form parallel funds for tax or other reasons, and the investment returns of the limited partners of any such parallel funds may differ from the investment returns of the Limited Partners of the Funds as a result of the structure of the acquisition and disposition of portfolio investments, the economic terms of such parallel funds or other similar reasons. Lack of Diversification. Each Fund is subject to limited diversification requirements and will invest in a limited number of companies, assets or regions. To the extent a Fund concentrates investments in a particular company, asset, sector, or region, its investments will become more susceptible to fluctuations in value resulting from adverse business or economic conditions affecting that particular company, asset or region. As a consequence, the aggregate return of a Fund will be

adversely affected by the unfavorable performance of one or a small number of companies, sectors, countries or regions in which such Funds has invested. In certain cases, a Fund may acquire a majority or a supermajority of the interests in portfolio companies, which could further increase the vulnerability of such Fund’s portfolio. Limited Information Available to Investors. The rights of investors to information regarding the Fund and its portfolio companies will be specified, and strictly limited, in the Organizational Documents. In particular, it is anticipated that the General Partners will obtain certain types of material information that will not be disclosed to investors. For example, the General Partners expect to obtain information regarding portfolio companies (e.g., via representatives of the General Partner serving as directors of portfolio companies) that is material to determining the value of securities issued by such portfolio companies. Such information may be withheld from investors, or certain investors, in order to comply with duties to such portfolio companies or otherwise to protect the interests of such portfolio companies or a Fund. For instance, information may be withheld from investors that are subject to Freedom of Information Act or similar requirements. Decisions by the General Partner to withhold information may have adverse consequences for investors in a variety of circumstances. For example, (i) an investor that seeks to sell its interests in the Fund may have difficulty in determining an appropriate price for such interests and (ii) decisions by the General Partner to withhold information may make it difficult for investors to subject the General Partner to rigorous oversight. Additionally, it is anticipated that investors that designate representatives to participate on a Fund’s Advisory Committee generally may, by virtue of such participation, have more or earlier information about the 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 a Fund succeeds in asserting confidentiality for requested documents and other materials. The General Partner will often elect to withhold certain information to such investors for reasons relating to the public reputation of the General Partner or any of its affiliates (including the Adviser) or their overall business strategy, despite the potential benefits to such investors of receiving such information. Without limiting the generality of the foregoing, due in part to the fact that investors or potential investors (including purchasers and potential purchasers of an investor’s Fund interest in a secondary transaction) may ask different questions and request different information, the General Partner may provide certain information to one or more investors or potential investors in the Fund that it does not provide to all investors or potential investors. Excuse Rights. A General Partner may agree to provide certain investors in a Fund with excuse rights with respect to investments. To the extent that one or more investors in a Fund represent a material portion of such Fund’s capital commitments and exercise an excuse right, such Fund’s ability to make such an investment would be limited. Thus, excuse rights may have an adverse

impact on a Fund and its investors to the extent a prospective portfolio investment that is ultimately profitable is lost as a result of investor excuse rights being exercised.

Certain Investment Related Risks Investing in Start-Up and Early-Stage Companies. Certain Funds managed by the Adviser will make investments in portfolio companies, including, but not limited to, start-up companies, which involve a number of particular risks that may not exist in the case of investments in large public companies or established private companies, including without limitation:

These companies may have limited financial resources and limited access to additional financing, which may be accompanied by a deterioration in the value of a Fund’s investment, reduce the likelihood of the Fund realizing an investment return thereon, and increase the risk of their defaulting on their obligations, leaving creditors dependent on any guarantees or collateral they may have obtained;

These companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

There will not be as much information publicly available about these companies as would be available for public companies and such information may not be of the same quality;

These companies often face intense competition, often from established companies with much greater financial, manufacturing and technical resources, more marketing and service capabilities and a greater number of qualified personnel;

These companies are more likely to depend on the management talents and efforts of a small group of persons; as a result, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on these companies’ ability to meet their obligations;

These companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance their expansion, or maintain their competitive position, and the Adviser and its executive officers and directors may, in the ordinary course of business, be named as defendants in litigation arising from the Fund’s investments therein; and

These companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding debt upon maturity.

Because many of these companies have narrow product lines and small market shares, they are more vulnerable to competitors’ actions and market conditions, as well as to general economic downturns, compared to more mature companies. The revenues, income (or losses), and projected financial performance and valuations of early-stage companies can and often do fluctuate suddenly and dramatically. For these reasons, investments in a Fund with early-stage portfolio companies, if rated by one or more ratings agencies, would typically be rated below “investment grade,” which refers to securities rated by ratings agencies below the four highest rating categories. A Fund’s target early-stage companies may be geographically concentrated and are therefore highly susceptible to materially negative local, political, natural and economic events. In addition, high growth industries are generally characterized by abrupt business cycles and intense competition. Overcapacity in high growth industries, together with cyclical economic downturns, may result in substantial decreases in the value of many early-stage companies and/or their ability to meet their current and projected financial performance to service the Fund’s investment. Furthermore, earlystage companies also typically rely on venture capital and private equity investors, or initial public offerings, or sales for additional capital. These companies, their industries, their products and customer demand and the outlook and competitive landscape for their industries are all subject to change which could adversely impact their ability to execute their business plans and generate cash flow or raise additional capital that would serve as the basis for repayment of a Fund’s investments. In addition, to the extent a Fund pursues an incubation strategy with respect to one or more portfolio investments, incubating companies is an inherently resource-intensive endeavor, requiring a substantial commitment of time, capital, and human resources. This can lead to significant strain on the Adviser’s overall capabilities. The time and attention required to develop incubated companies may mean that the Adviser must devote considerable resources which can divert focus from other potentially profitable investment opportunities. Investing in Growth-Stage Companies. A Fund’s investments in growth-stage companies offer the opportunity for significant capital gains, but they also involve a high degree of risk that may result in substantial losses. Portfolio companies in which a Fund invests could deteriorate as a result of, among other factors, an adverse development in their business, a change in their competitive environment, or an economic downturn. As a result, portfolio companies which were expected to be stable may operate at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or to maintain their competitive positions, or may otherwise have a weak financial condition or be experiencing financial distress. Many factors (including, but not limited to, the types of investments made by the Adviser’s early-stage funds) may contribute to changes in emphasis in the construction of a Fund’s portfolio relative to its track record, including changes in market or economic conditions or regulation as they affect various industries and changes in the political or social situations in particular countries. There can

be no assurance that the investment portfolio of a Fund will resemble such Fund’s predecessor funds. Company Building and Incubations. A Fund may invest in companies that were incubated in whole or in part by the Adviser and/or its affiliates (“Incubated Companies”). Given the early-stage nature of Incubated Companies, their risk profile is higher than other venture capital investments and could result in a full loss of capital or substantial decline in value at any time. Growth of these companies is speculative and may require significant time and effort resulting in a longer investment period. Furthermore, Incubated Companies are, in almost all cases, recently formed organizations and have limited operating history upon which to evaluate their performance. As recently formed organizations, many Incubated Companies do not yet have a customer base and will be dependent, in certain cases, on technology that is not yet developed or science that has yet to be conducted. Certain Incubated Companies will be in direct competition with other Incubated Companies or other portfolio companies in which a Fund invests. This competition may include, but is not limited to, contracting for services and obtaining goods and services from the same sources, hiring similar personnel, competitive scientific and product development with associated intellectual property. This competition may lead to, among other things, a negative impact on the performance of the portfolio companies in which a Fund invests. At the time of formation, an Incubated Company may issue shares of common stock to the Adviser and its affiliates and such amounts would not offset a Fund’s management fee. These shares, akin to “founders stock,” would be issued for a nominal purchase price to recognize the Adviser’s “sweat equity” provided to launch the company. Initially, these shares would constitute a majority of the Incubated Company’s outstanding common stock. The Adviser and its affiliates’ ownership, in such a scenario, would be diluted over time through investments by a Fund, and equity issuances to management, employees, and service providers of the Incubated Company. This structure may present conflicts of interest, as a Fund that holds preferred stock may face competing interests with common stockholders (such as the Adviser and its affiliates), especially during financial distress. In addition, a Fund may engage consultants, scientists and other advisors (“Company Building Advisors”) directly (and the fees, expenses and other costs associated with such Company Building Advisors would be borne by the Fund) in connection with the Fund forming Incubated Companies that such Company Building Advisors were engaged to work on. Lastly, full-time employees of the Adviser may transition to dedicating substantially all of their professional time to serving as employees of an Incubated Company. The allocation of human capital to Incubated Companies will be determined solely at the Adviser’s discretion. If an Incubated Company ultimately fails to materialize, this could adversely impact a Fund. Highly Competitive Market for Investments. The business of identifying and structuring investments of the nature that the Funds intend to invest in is highly competitive and involves a high degree of uncertainty. The Funds will be competing for investments with venture capital, private equity, and other private funds, “angel” investors, corporate venture programs, business development companies, institutional investors, investment banks, commercial banks, commercial

financing companies, hedge funds, family offices, high net-worth individuals and other investors. There can be no assurance that a Fund will be able to locate suitable investment opportunities, acquire them for an appropriate level of consideration, achieve any particular rate of return or fully invest its committed capital. Some of a Fund’s competitors for investment opportunities may have more relevant experience, greater financial resources, a greater willingness to take on risk, and/or more personnel than such General Partner, a Fund and their respective affiliates. The business of identifying, structuring, and completing venture capital and private equity transactions is highly competitive and involves a high degree of uncertainty. To the extent that a Fund encounters significant competition for investments, returns to their respective investors may be negatively affected. In addition, it is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. However, investors of such Fund will be required to bear management fees based on the entire amount of the investors’ capital commitments and other expenses as set forth in a Fund’s Organizational Documents. Operating Risks of Investments. Many of a Fund’s portfolio companies will be developing or rapidly growing companies in high-growth sectors that entail significant risk. Many of such portfolio companies, unless a late-stage venture opportunity, will be at an early stage of development with little or no operating history, no established products or services, and a smaller market share or undeveloped market relative to larger businesses. Such companies generally have less predictable operating results and are often engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. In addition, growth-stage companies may not be able to effectively scale or otherwise grow at the rate that was projected in determining the price a Fund paid for an interest in such companies. Many of a Fund’s portfolio companies will need substantial additional capital (which may not be available or, if available, which could dilute the Fund’s ownership) to support additional research and development activities, expansion or to achieve or maintain a competitive position. A Fund’s portfolio companies will face intense competition, including from companies with greater financial resources, greater brand recognition, more relevant experience, greater willingness to take on risk, more extensive development, manufacturing, marketing and service capabilities and a larger number of qualified managerial and technical personnel. There will be substantially less information available about a Fund’s portfolio companies than is ordinarily available regarding publicly traded companies, and such information may not be of the same quality. A Fund may have limited or no information rights with respect to one or more of its portfolio companies and, as a result, will receive less information regarding such portfolio company than some or all of the other equity holders in such company. In addition, a Fund’s investments will typically represent minority positions in portfolio companies (or positions in which disproportionate voting control (relative to economic ownership) remains with such portfolio companies’ founders and/or other investors in such portfolio company), and, although the Fund may have representatives that serve on the boards of directors, the Fund will not typically have the power to exert significant control over such portfolio companies’ boards of directors and management and, therefore, will have a limited ability to protect its position in such portfolio companies. While certain rights will generally be sought to protect a Fund’s interests,

these rights often will not permit the Fund to cause a portfolio company to take actions that the General Partner believes would maximize the value of the Fund’s investment, or refrain from taking actions that the General Partner believes would impair the value of the Fund’s investment. In such cases, a Fund will rely significantly on the existing management and boards of directors of such companies, which many times consists of a small group of unseasoned managers and representatives of other investors with whom the Fund is not affiliated, and whose interests or views may conflict with the interests of the Fund. This is especially true in the case of seed investments and certain late-stage venture investments (particularly those in companies where there are pre-existing institutional investors) where a Fund may have less active involvement with the management of the portfolio company, no representative on the board of directors, fewer protective provisions (e.g., limited information rights and less (or no) dilution protection) and/or a smaller ownership stake in the portfolio company. To the extent that the management of a portfolio company performs poorly, or if a key manager of a portfolio company terminates employment, a Fund’s investment in such portfolio company could be adversely affected. As is the case with minority holdings in general, such minority stakes that a Fund 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 there would be had it 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. Long-Term Nature of Portfolio Investments. An investment in the Fund should be viewed as an illiquid investment. A significant period of time will elapse before the Fund has completed its investment program. Investments often take many years from the date of initial investment to reach a state of maturity when realization of the investment can be achieved. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, will generally occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is not generally expected that this will occur for a significant amount of time after the initial investment. Prior to such time, there generally will be no current return on the investments. Furthermore, the expenses of operating the Fund (including the annual management fee) may exceed its income, thereby requiring that the difference be paid from the Fund’s capital, including, without limitation, unfunded capital commitments or capital that may otherwise be distributable. Uncertain Exit Strategies and Timing. Due to the illiquid nature of many of the investments made by the Fund, the General Partner is unable to predict with confidence what the exit strategy will ultimately be for any given portfolio investment, or that an exit will definitely be available at an attractive price, or at all. Exit strategies that appear to be viable or profitable when an investment is initiated may be precluded or unprofitable by the time the investment is ready to be realized due to market, economic, legal, political, social or other factors, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in law (including laws relating

to taxation of an interest in a Fund and/or such Fund’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). Exit timing for a portfolio company investment may also be impacted by additional financing rounds for such portfolio company in which the Fund or other existing or new investors participate. For example, a large additional financing round may enable a portfolio company to stay private for an extended period of time rather than pursuing a potential initial public offering or acquisition that would have constituted (or potentially led to) an exit event for a Fund. In some cases that additional financing round may include another the Adviser fund making an investment in a company in which a Fund has previously invested. An Adviser fund that has invested in a later financing round than a Fund may have differing economic interests and target returns. In addition, the Fund and other Adviser funds, if they receive shares of a publicly traded portfolio company, shall be entitled to distribute them at different times or in differing proportions (unless such other Adviser fund is a dedicated parallel fund to the Fund). These transactions and distribution events create potential conflicts of interest that may need to be addressed depending on the particular circumstances but are expected to be permitted pursuant to the Organizational Documents. Difficulty in Valuing Portfolio Investments. Generally, there will be no readily available market for most of a Fund’s investments and hence, most of such Fund’s investments will be difficult to value. When estimating fair value in accordance with the Adviser’s valuation policies and procedures, which may be amended from time to time in the Adviser’s discretion, the General Partner will apply a methodology that it determines to be appropriate based on its reasonable judgment in light of the nature, facts and circumstances of the investments. Valuations are subject to multiple levels of review for approval and seeking to fairly value portfolio investments is an important focus of the General Partner. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values determined by the General Partner are likely to differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold. The exercise of discretion in valuation by the General Partner gives rise to conflicts of interest, including in connection with determining the amount and timing of distributions of carried interest. Third-party pricing information regarding the Fund’s investments generally will not be available. Despite the General Partner’s efforts to acquire sufficient information to monitor the Fund’s investments and make well-informed valuation and pricing determinations, the General Partner may only be able to obtain limited information at certain times. It is possible that the General Partner may not be aware on a timely basis of material adverse changes or material inputs that are otherwise observable that have occurred with respect to certain of the Fund’s investments. The General Partner may have to make valuation determinations without the benefit of an adequate amount of relevant information. Investments in Public Companies. Some of a Fund’s portfolio companies are expected to become public companies following an initial public offering. Portfolio companies may be acquired by publicly traded companies in exchange for consideration consisting in whole or in part of securities of such publicly traded companies. In addition, a Fund may invest a portion of its aggregate capital

commitments in publicly traded securities acquired in the open market. Investments in public companies subject a Fund to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies from quarter to quarter, increased obligations to disclose information regarding such companies, limitations on the ability of a Fund to dispose of such securities at certain times (including due to the possession by the Fund or the General Partner of material non-public information or trading restrictions (due to regulation or otherwise) applicable to representatives of the General Partner serving on the board of directors and, by extension, the Fund), increased likelihood of shareholder litigation against such companies’ board members, which may include representatives of the General Partner, regulatory action by the United States Securities and Exchange Commission (the “SEC”), insider trading allegations against such companies’ board members and increased costs associated with each of the aforementioned risks. The Funds are permitted to make private investments in public equity (“PIPEs”) or private financing of publicly held companies. PIPE transactions may involve the sale of equity-like securities of an already public company. In a PIPE transaction, a Fund may bear the price risk from the time of pricing until the time of closing. In addition, a Fund may need to commit to purchase a specified number of securities at a fixed price, with the closing subject to various conditions. Further, since a Fund may take large ownership positions as part of PIPE transactions, even after the securities are saleable, it may take a significant period of time for such securities to be sold or distributed in an orderly manner, during which time profit could have otherwise been realized or loss avoided, and in some cases the Fund may be prohibited by applicable securities laws or by contract from selling such public company securities for a period of time. In addition, the Fund’s sales of thinly traded securities could depress the market value of such securities. These circumstances or events could reduce the Fund’s returns. Disposition of the Fund’s public company investments may result in distributions in kind to investors. Availability of Investment Capital. Portfolio company investments often require several rounds of capital infusions before the portfolio company reaches maturity. If a portfolio company investor does not have funds available to participate in subsequent rounds of financing, that shortfall may have a significant negative impact on both the portfolio company and the value of the portfolio company investor’s original investment. Although the Funds intend to maintain reserves to allow them to participate in follow-on rounds of financings, a Fund does not intend to provide all necessary follow-on financing that a portfolio company may require. Accordingly, third-party sources of financing could be required. A Fund’s capital is limited and may not be adequate to protect the Fund from dilution in multiple rounds of portfolio company financing. There is no assurance that such additional sources of financing will be available, or, if available, will be on terms beneficial to the Fund. A Fund’s portfolio companies may not successfully find follow-on financing sources after an investment by the Fund. As a result, the expected return from the Fund’s investment may be adversely impacted. Financing from a co-investor or third-party sources may also dilute the Fund’s ownership in a particular company. In addition to dilution as a result of a co-investor’s or third party’s financing of a portfolio company, a Fund’s ownership in the portfolio company is permitted to be diluted, or the Fund’s rights and

preferences with respect to that company may be adversely affected, by an investment in that portfolio company by another Fund. Due Diligence Process and Investment Execution. The Adviser’s investment personnel manage the due diligence process and/or underwriting for investment opportunities. Due diligence and/or underwriting may involve, among other things, meetings with its management, industry research, investigations relating to the reputation of the company and the management (including identification of any additional managerial resource requirements), reference calls, meetings with partners and customers, and discussions with independent consultants, as well as entrepreneurs and executives from past or existing portfolio companies. However, there is always a risk that the Adviser may not discover a material issue with respect to an investment during the due diligence and/or underwriting process. The Adviser may rely upon information provided to them by prospective portfolio companies, including, but not limited to, such company’s profit and loss statements, balance sheets, and cash-flow statements. To the extent that any of this information is incomplete or inaccurate, it may adversely affect the General Partner’s ability to accurately price or value one or more proposed investments which could negatively impact the Fund. In addition, there are instances where the due diligence process may be truncated and expedited. There are often several factors which necessitate an accelerated timeline to close a Fund investment, including (without limitation): (i) a Fund may be one of several co-investors making an investment as opposed to its more traditional single lead or co-lead investor role; (ii) there may be increased competition from other co-investors associated with closing the investment on a shortened timeline; and (iii) the Adviser may desire to seek to accommodate the requests of founders and the capital needs of the company which often requires capital in a timely manner. Because of such factors, a full due diligence review process may not be completed with respect to every Fund investment. In these situations, the Adviser generally will truncate and expedite its typical diligence and investment process. Complex Investment Products and Structures. The General Partner will have broad authority to cause a Fund to acquire, hold, and dispose of complex investment products, and to acquire, hold, and dispose of investment products through complex investment structures. Investment products and structures may include, without limitation, debt instruments (bridge, convertible, or nonconvertible), common stock, preferred stock, warrants, calls/puts, SAFEs, SAFTs, SAFT-Es, Digital Assets, derivatives, interests in joint venture/syndication holding vehicles, securities that are subject to mandatory redemptions, calls, conversions or similar transactions at the option of issuers or other third parties, interests in fund-type vehicles, depository and similar certificates/interests, notional principal contracts and other derivative interests, and securities that may become traded (if ever) exclusively on non-U.S. exchanges. Each of these investment products and structures will carry with it unique risks and considerations. In particular, a Fund may enter into joint ventures, collaborations, or other strategic partnerships to pursue investment opportunities. These transactions can involve complex legal, regulatory, and operational risks unique to their industry. Additionally, the terms of such partnerships may include

exclusivity arrangements, milestone-based payments, or other provisions that could limit a Fund’s flexibility or create potential financial obligations. Further, joint ventures often involve intellectual property rights, regulatory approvals, and other risks, each of which may introduce significant uncertainty. Regulatory delays, changes in applicable laws, or unforeseen outcomes could adversely impact the development timelines or commercial viability of the underlying portfolio companies. These challenges may also strain relationships with partners and lead to additional costs or liabilities. A Fund’s reliance on strategic partners’ expertise in navigating these specialized projects increases exposure to risks related to mismanagement, non-performance, or differing strategic priorities. If these risks materialize, they could materially and adversely affect a Fund’s investments, performance, and overall returns. Third-Party Investment Structures. The Funds may co-invest with unaffiliated third-parties through partnerships, joint ventures or other similar entities or arrangements. These investments may involve additional expenses and risks that would not otherwise be present in investments where a third-party is not involved. Such risks include, among other things, the possibility that the thirdparty may have differing economic or business goals than those of the Fund, or that the third-party may be in a position to take actions that are inconsistent with the investment objectives of the Fund. There may also be instances where the Fund could be liable for the actions of such third-party coinvestors. There can be no assurance that the return of the Fund participating in a transaction through such an arrangement with a third-party would be equal to and not less than it would have been if the Fund participated in the same transaction directly. Furthermore, the Funds may enter into joint venture or other arrangements in which the General Partner has not retained all decision-making authority. In the event of such arrangement, the General Partner will seek to negotiate appropriate rights to protect such Fund’s interests, although there can be no assurance that such rights will be available or that such rights will provide sufficient protection of the Fund’s rights or interests. Such an investment may involve risks not present in investments where a third-party is not involved, including the possibility that the joint venture partner may be unable or unwilling to perform its duties or obligations under the relevant agreement, may have financial, legal or regulatory difficulties resulting in a negative impact on the joint venture, may have economic or business interests or goals which are inconsistent with those of the Fund, or may be in a position to take (or block) action in a manner contrary to the Fund’s investment objectives, the increased possibility of default by, diminished liquidity or insolvency of, the joint venture partner, due to a sustained or general economic downturn (including in the event of default on its funding obligations, the Fund may have to make up for the shortfall) and the possibility that the Fund may be liable for the actions of its joint venture partner in certain circumstances. Non-U.S. Investments. A Fund may invest a percentage of its capital commitments in investments in or related to portfolio companies that are organized or headquartered or have substantial sales or operations outside of the United States and its territories and possessions. Investments in non36

U.S. portfolio companies involve certain risks not typically associated with investing in U.S. securities, including but not limited to risks relating to: (i) currency exchange matters (including fluctuations in the rate of exchange between the U.S. dollar and the various non-U.S. currencies in which the Fund’s non-U.S. investments are denominated (including risks associated with potentially rapid inflation), and costs associated with conversion of investment principal and income from one currency into another); (ii) exposure to fluctuations in interest rates payable with respect to the instruments in which the Fund invests; (iii) differences in conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (iv) differences between U.S. and non-U.S. credit and securities markets, including potential price volatility in and relative illiquidity of some foreign securities markets; (v) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, and less or more government supervision and regulation; (vi) certain economic, social and political risks (including potential exchange control regulations, restrictions on non-U.S. investment and repatriation of capital, and the risks of political, economic, governmental or social instability (including the risk of sovereign defaults, regulatory change and the possibility of expropriation or confiscatory taxation)); (vii) the possible imposition of non-U.S. taxes on income, gains recognized and gross sales or other proceeds with respect to non-U.S. securities or instruments; (viii) the application of complex U.S. and non-U.S. tax rules cross-border investments; (ix) possible non-U.S. tax return filing requirements for the Fund and/or its investors; (x) differing and potentially less welldeveloped or well-tested corporate laws regarding stakeholder rights, creditors’ rights (including the rights of secured parties), fiduciary duties and the protection of investors; (xi) differences in the legal and regulatory environment (including enhanced legal and regulatory compliance); (xii) political hostility to investments by foreign investors; (xiii) less publicly available information; (xiv) higher costs that are often associated with such investments (e.g., for local counsel and other local advisors, travel costs and similar expenses), particularly with respect to companies requiring regulatory licenses, approvals, etc., which can significantly increase such costs; and (xv) the greater distance between the portfolio company and the General Partner making it more difficult for the General Partner to continue to monitor such company or to be as actively involved with such non-U.S. company as compared to a U.S. company. Consequently, there can be no assurance that the Fund’s return on investment will not be adversely affected by an investment in non-U.S. securities or instruments. Additionally, a Fund may be less influential than other market participants in jurisdictions where the General Partner does not have a significant presence, and such Fund may have greater difficulty enforcing its legal rights in such non-U.S. jurisdiction. A Fund may be subject to additional risks, which include possible adverse political and economic developments, possible seizure or nationalization of non-U.S. deposits and possible adoption of governmental restrictions which might adversely affect the payment of principal and interest to investors located outside the country of the issuer, whether from currency blockage or otherwise. Furthermore, certain of a Fund’s investments may be subject to brokerage taxes levied by non-U.S. governments, the effect of which would be to increase the cost of such an investment and reduce the realized gain (or increase the realized loss) on such an investment at the time of its disposition.

Lastly, in certain non-U.S. jurisdictions, a Fund may be required to indemnify certain third parties in connection with a portfolio company sale process (as such portfolio company’s material shareholder). While such a practice may be commonplace in such jurisdictions, a Fund will be subject to potential liabilities that exceed what it would otherwise be subject to with respect to other investments. Future Investment Techniques and Investments. Subject to the terms of the Organizational Documents and applicable law, the Fund may employ new investment techniques or invest in new instruments that the Adviser believes will help achieve a Fund’s investment objectives, whether or not such investment techniques or instruments are specifically described herein. Such investment techniques or instruments may entail risks not described herein. New investment techniques or instruments may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings which could result in unsuccessful investments and, ultimately, losses to a Fund. In addition, any new investment technique or instrument developed by a Fund may be more speculative than earlier investment techniques or instruments and may involve material and unanticipated risks. Investments in Scout Funds. Certain Funds are expected to invest in one or more third-party investment funds that are each known as a “Scout Fund,” which will in turn make investments in seed-stage companies. Prospective investors should assume that the principal investment decisions of the Scout Fund will generally be driven by the investment sourcing and recommendations of persons who are not themselves investment professionals or employees of the Adviser (the “Scouts”) and that a Fund will solely be a limited partner of any Scout Fund. Scout Funds will not be controlled by the Adviser. Thus, prospective investors generally should not expect investments made through the Scout Fund to benefit from the expertise, influence and assistance of the Adviser investment professionals. Instead, prospective investors should expect that the success of portfolio company investments made through the Scout Fund generally will depend primarily on the ability and success of the Scouts. A Fund’s investment in a Scout Fund will provide the Adviser with learning, insights, and exposure to emerging technologies and business models, but the ultimate benefits, if any, of such may rest primarily or exclusively with the Adviser or other funds it sponsors, notwithstanding that the Scout Fund investment was made by a Fund. Regulatory Intervention in Mergers and Acquisitions. A significant risk to a Fund’s portfolio companies and potential liquidity events arises from the potential regulatory intervention in mergers and acquisitions, particularly in the technology sector. Recent actions by regulatory bodies like the U.S. Federal Trade Commission (“FTC”) and the UK’s Competition and Markets Authority (“CMA”) have demonstrated an increased scrutiny over such transactions. Such interventions pose a considerable risk to potential returns of a Fund’s investments. Investors should be cognizant of the fact that regulatory review is becoming more present in a Fund’s investment and exit process in the technology sector and can materially impact investment outcomes. Rapid Advancements in AI Technology. The field of artificial intelligence is characterized by rapid and ongoing technological innovation. While this presents significant opportunities for growth and competitive advantage, it also introduces a substantial risk of technological obsolescence.

Companies in the AI sector may find themselves outpaced by competitors who develop more advanced, efficient, or cost-effective technologies. Additionally, breakthroughs in areas such as quantum computing, machine learning algorithms, or data analytics could render existing technologies and business models obsolete almost overnight. For example, a company specializing in machine learning solutions could see its core technology superseded by a more efficient solution developed elsewhere. This not only devalues the company’s existing intellectual property but may also necessitate substantial research and development expenditures to catch up, pivot, or diversify. Moreover, clients or end-users might be quick to adopt newer technologies that promise better results, reducing market share and revenues for companies that fail to innovate at the same pace. In light of these considerations, investments in AI companies carry a significant risk of depreciation due to technological obsolescence. Investors should be aware that the value of their investment could decline if the companies in the portfolio fail to stay at the forefront of technological advancements. Therefore, a Fund’s performance is subject to the ability of its portfolio companies to adapt and innovate in a continually evolving technological landscape. Founder Experience. Venture capital investments in the technology sector often involve backing companies led by founders who may be experts in technology but inexperienced in business management. While a groundbreaking idea or innovation can be a strong starting point, the lack of managerial experience can present significant operational risks. Inexperienced leadership may struggle with critical tasks such as scaling the business, managing cash flows, executing marketing strategies, and establishing a company culture conducive to long-term success. These shortcomings can lead to operational inefficiencies, poor decision-making, and ultimately, failure to achieve business objectives. As a result, a Fund’s investment in such companies may not realize its expected return, impacting the overall portfolio performance. Investors should be aware that the capability of management teams to adapt and grow with the business is a critical determinant of an investment’s success in the fast-paced technology industry. Regulatory Challenges in AI Technology. The regulatory landscape surrounding AI is dynamic and subject to change. Governments and regulatory bodies worldwide are scrutinizing AI technologies for potential ethical, privacy, and security concerns. New laws, guidelines, or standards could be introduced that impose stringent requirements on AI companies. These changes could lead to increased costs associated with compliance, litigation, or modification of business practices. Regulatory shifts might also slow down time-to-market, restrict the scope of operations, or even make certain business models untenable. For a Fund, this translates to heightened risk that its portfolio companies will require additional time and resources to adapt to new regulatory conditions. Investors should consider that regulatory changes can adversely affect the business operations and financial performance of the companies within a Fund’s portfolio. In the rapidly evolving field of AI, companies are often at the intersection of cutting-edge technology and complex regulatory frameworks. These frameworks can include data protection laws, intellectual property rights, and specific industry standards, among others. Thus, compliance

risks are particularly pronounced in this sector due to the novelty of AI applications and the lack of established legal precedents. A Fund’s portfolio companies may need to navigate a labyrinth of laws that can differ by jurisdiction, making operations particularly challenging. Failure to comply can result in penalties, legal action, or even forced dissolution of business operations. For instance, mishandling user data could lead to significant fines under regulations like the General Data Protection Regulation (GDPR) in Europe. Similarly, if an AI system is used in healthcare or financial services, industry-specific laws such as the Health Insurance Portability and Accountability Act (HIPAA) or the Dodd-Frank Wall Street Reform and Consumer Protection Act, respectively, may apply. These compliance challenges not only impose direct costs for legal advice, system audits, and potential penalties but also introduce operational complexity. They can slow down innovation, as companies may need to exercise added caution when developing or deploying new technologies. For the Funds, these risks present a dual challenge: they increase the operational risk profile of portfolio companies and can also lead to capital erosion of a Fund’s investment due to legal fees or fines. Therefore, investors should be aware that compliance risks can substantially impact the financial and operational health of a Fund’s investments. Intellectual Property. Intellectual property serves as one of the most valuable assets for technology companies, providing them a competitive edge and acting as a significant barrier to entry for competitors. However, the risk of intellectual property disputes, particularly related to patent infringement, can pose substantial operational challenges for the Fund’s portfolio companies. The Fund expects to invest in industries replete with complex technologies and methodologies, where there is a heightened risk of overlapping patents or unintentional infringement. Disputes over intellectual property could result in expensive legal battles that consume both time and resources. If a court ruling is unfavorable, a portfolio company of the Fund may need to pay hefty fines or royalties and might be forced to alter its product or service, affecting its market position and revenue streams. Thus, intellectual property disputes introduce a volatile element that could significantly impact the return on the Fund’s investments and even jeopardize the viability of its portfolio companies. Risk of Data Breaches. The operations of technology companies often involve the collection, analysis, and storage of vast amounts of data, making data security a critical operational concern. The risk of data breaches, whether through hacking, employee negligence, or system vulnerabilities, could have severe implications. A breach can lead to the unauthorized access of sensitive information, putting both the portfolio company and its clients or customers at risk. The financial implications of a data breach can be vast, including legal fees, regulatory fines, and costs associated with implementing new security measures. Moreover, the reputational damage can result in loss of customer trust, leading to contract terminations or failure to secure new business. For a Fund, portfolio company data security risks can drastically impact the value and operational stability of its portfolio companies.

Research and Development. It will be imperative that a Fund’s portfolio companies continue to improve their current products and develop new ones; accordingly, research and development is a key undertaking for a Fund’s portfolio companies. New technologies may be untested or unproven, and delays and cost overruns from unforeseen technical issues may occur. Research and development can be costly, requiring substantial capital, and there is no way to assure that the research and development performed will yield positive financial results for any of the Fund’s portfolio companies. Because it is generally not possible to predict the amount of time required or the costs involved in achieving certain research and development objectives, actual development costs of the Fund’s portfolio companies may exceed budgeted amounts. Distributions in Kind. It is possible that not all portfolio investments will be realized by the end of a Fund’s term. Although the General Partners expect that investments will be disposed of prior to dissolution, or be suitable for in-kind distribution at dissolution, a Fund may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. In such cases, in the General Partners’ sole and absolute discretion, there may be in-kind distributions by a Fund to its partners of illiquid securities or instruments, whereas during the term of a Fund, such Fund may make in-kind distributions of marketable securities. There can be no assurance that Limited Partners will be able to dispose of such securities or instruments or that the fair market value of such securities or instruments determined by a Fund for purposes of the determination of distributions and the calculation of its General Partner’s carried interest ultimately will be realized. In addition, if a Limited Partner receives distributions in kind of any portfolio investment from the Funds, it may incur additional costs and risks in connection with the disposition of such assets. Any such distribution could put downward pressure on the price of the issuer’s securities. In connection with in-kind distributions, each Limited Partner will need to make a determination whether to hold shares or sell such shares in the public market. Members of the General Partner likewise have the option to sell shares received in connection with in-kind distributions, which has the potential to reduce the market price of such shares. The price at which a Limited Partner sells securities received in a distribution may be lower than the price at which securities are sold by members of the General Partner. In certain instances, the General Partner may distribute Digital Assets in kind to members of the General Partner while distributing cash proceeds from the sale of Digital Assets to the Limited Partners. The value of such Digital Assets at the time of distribution may be higher than the sale price achieved by the General Partner. In other instances, Limited Partners may elect to receive in kind distribution of Digital Assets and will bear all market, custody, and related risks once such tokens have been distributed. Quantitative Investment Strategies and Model Risk. A Fund’s investment decisions may be informed by quantitative, algorithmic or data-driven models that rely on assumptions, historical data, statistical relationships and predictive methodologies. Such models may be incomplete, inaccurate, improperly calibrated, or based on data that is erroneous, outdated, biased, insufficient, or otherwise flawed. Quantitative strategies may fail to anticipate market dislocations, regime changes, structural breaks, tail events, or behavioral responses by other market participants,

particularly during periods of market stress or reduced liquidity. The use of automated or systematic processes may also amplify losses, increase portfolio volatility, or cause a Fund to take concentrated or correlated positions across instruments, sectors or time periods. Errors in model design, coding, implementation, governance, or oversight could result in material losses, and there can be no assurance that any quantitative approach will be successful or outperform discretionary or alternative strategies. Derivatives, Leverage and Related Risks. A Fund may use derivatives (including futures, options, swaps and other synthetic instruments) and may employ leverage, each of which involves risks that are different from, and may be greater than, the risks associated with direct investments in underlying assets. Derivatives may be imperfectly correlated with the assets they reference and may expose such Fund to counterparty risk, liquidity risk, valuation risk, margin requirements, collateral risk and legal or documentation risk. The use of leverage may magnify gains as well as losses, increase volatility, reduce the Fund’s margin for error, and result in rapid losses that exceed the amount of capital invested in a particular position. During periods of market stress, the Fund may be required to post additional collateral, unwind positions at disadvantageous times or prices, or experience forced deleveraging, any of which could materially and adversely affect the Fund’s performance and capital.

Certain Other Risks Global Economic Conditions. The investment performance of the Funds is materially affected by conditions in the global financial markets and economic conditions generally. These conditions can negatively impact the performance of a Fund’s investments. The stability and sustainability of global and regional economies may be rapidly impacted by extrinsic factors such as risk inherent in the financial system, economic intervention by governments, terrorism or acts of war. Changing economic conditions in the global economy or in specific regional economies may also impact the ability of the investment strategy used by the Fund to effectively manage or address relative investment risk. There can be no assurances that modifications are refinements to the operation of the Fund can be implemented which would improve overall investment performance in the event of highly correlated value decreases across multiple asset classes. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Funds’ investments. There can be no assurance that Funds will be able to exit from their investments in companies by listing their shares on securities exchanges or disposing of Digital Assets in other venues. The trading market, if any, for the securities of any company or for the Digital Assets may not be sufficiently liquid to enable to a Fund to sell these securities or Digital Assets when the General Partner believes it is most advantageous to do so, or without adversely affecting the market price. Continued or renewed volatility in the financial sector may have an adverse material effect on the ability of the Funds to buy, sell and partially dispose of investments. 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 a Fund may find itself unable to dispose of investments at prices that the Adviser believes reflect the fair value of such investments.

U.S. (or Allied) Governments as Material Commercial Partners. The U.S. government (or an allied government) may be a material (or the only) customer for a number of the Funds’ portfolio companies. U.S. government (or an allied government) program funding is subject to Congressional (or equivalent) appropriations, and funding levels may be adversely affected by competing national and international priorities. It is never certain whether governmental agencies will maintain or expand current funding levels to programs relevant to such portfolio companies. In addition, payments under certain government contracts may be considered reimbursable contract financing payments until certain milestones are met. Additionally, such portfolio companies may be subject to inquiries and investigations based upon its contracts with the U.S. government (or an allied government). The costs associated with compliance may increase in the future, and could have a negative impact on such portfolio companies’ financial conditions, and failure to comply may result in suspension or debarment from U.S. government (or allied government) contracts. Furthermore, the U.S. government (or an allied government) may modify, curtail, or terminate its contracts with such portfolio companies at its convenience. There can be no assurance that the U.S. government (or an allied government) will not make adjustments to its contracts in the future with a Fund’s applicable portfolio companies, and these adjustments may have an adverse effect on such portfolio companies’ operating and business conditions and thus the applicable Fund. CFIUS and Other Non-U.S. Foreign Investment Clearance Regimes. Given the technologyfocused nature of a Fund’s investment strategies, investments by the Fund involving the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a company domiciled outside of the United States) may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”). Significant CFIUS reform legislation and regulations, which became effective on February 13, 2020, among other things, expanded the scope of CFIUS’ jurisdiction to cover more types of transactions and empowered CFIUS to scrutinize more closely investments in U.S. assets, including investments involving foreign limited partners or co-investors that may be deemed “non-passive.” Outside of the U.S., other countries are increasingly taking action to strengthen their foreign investment clearance (“FIC”) regimes. As a result, any investments by a Fund in certain countries outside the U.S. may likewise be subject to review by FIC regimes if the investments are perceived to implicate national security policy priorities. While the General Partner may take steps (including, but not limited to, placing limitations on investors’ governance rights) to help ensure that a Fund’s investments are not within the jurisdiction of CFIUS and/or other FIC regulators, CFIUS and other FIC regulatory practices are rapidly evolving, and there can be no assurance that all the Fund’s investments will be exempt from CFIUS and/or other FIC requirements or that CFIUS and/or another FIC regulator will not seek to ask questions about a transaction. Any review and approval of a Fund’s investment by CFIUS and/or another FIC regulator may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. In competitive markets, the length and complexity of a CFIUS review process may place the Funds at a disadvantage, potentially resulting in missed investment opportunities. Moreover, in the event that CFIUS or another FIC regulator reviews one or more of a Fund’s investments, there can be no assurances that the Fund will be able to maintain, or proceed with, such investments on terms

acceptable to the Fund. CFIUS or another FIC regulator may seek to impose limitations, conditions, or restrictions on, or prohibit, one or more of the Fund’s investments. Such limitations, conditions, or restrictions may prevent a Fund from maintaining or pursuing investments or adversely affect the performance of the Fund’s investments, and thus the Fund’s performance as a whole. Failure to submit required filings may 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. A Fund may also invest in companies that are, or may become, subject to CFIUS requirements based on pre-existing foreign ownership and control; in such cases, CFIUS requirements may adversely impact a portfolio company’s ability to obtain or retain business or otherwise make it more difficult for the Fund to realize a profit from an investment. CFIUS or other FIC regulatory considerations, including changes to the implementing laws and regulations and agency practice, may limit or restrict the universe of suitable buyers for an investment, thereby constraining the Fund’s ability to recognize value from exits and/or making exit transactions more difficult. Outbound Investment Security Program. On October 28, 2024, the U.S. Department of the Treasury (“Treasury”) issued final regulations implementing the “Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern”. The regulations, codified at 31 C.F.R. Part 850 (the “Outbound Investment Security Program”) and effective January 2, 2025, prohibit or require notification to Treasury of certain transactions involving U.S. persons and persons with a qualifying nexus to China (including Hong Kong and Macau) (together a “covered foreign person”) that are engaged in specified activities in the semiconductors and microelectronics, quantum information technology, and artificial intelligence sectors (a “covered activity”). A Fund may be subject to the OISP, and therefore prohibited from or required to notify Treasury of investments involving covered foreign persons. Accordingly, the OISP may affect a Fund’s investment strategies and processes, ability to raise capital, or overall performance. Furthermore, the OISP may result in increased diligence requirements, compliance burdens, and associated operating costs. These restrictions could apply retroactively to investments already made, or could impose new ongoing compliance obligations (including disclosure or divestment). Even where a Fund is not itself directly subject to such regimes, non-U.S. affiliates, co-investors, or counterparties may be impacted, creating delays, increased transaction costs, or an inability to consummate desired investments. Although the applicable General Partner may take steps (including with respect to establishing processes for undertaking reasonable and diligent inquiry of prospective investments consistent with regulatory requirements) to help ensure that a Fund’s investments are not within the scope of the OISP, or to achieve compliance with notification requirements, certain of such Fund’s activities nonetheless may be covered, notifiable, or perhaps even noncompliant. It is possible that Treasury may seek information regarding certain of the Funds’ investments.

Like other national security regimes, the OISP is expected to be enforced vigorously. Violations may subject the applicable Fund or affiliated U.S. persons to civil or criminal penalties, government investigations, business disruption, reputational harm or a government-issued mandate to unwind the transaction. There can be no assurance that any Fund will be able to identify in advance all investments that may be subject to OISP’s restrictions. Furthermore, on December 18, 2025, Congress passed the Comprehensive Outbound Investment National Security Act (the “COINS Act”), which codifies and expands OSIP. Under the COINS Act, both the definition of a covered foreign person and covered activities have been broadened to include new countries of concern and new types of technology. The Treasury has 450 days from the date the statute was passed to issue implementing regulations. There can be no assurance regarding how the Treasury will interpret the COINS Act and if, or how, the new scope may adversely affect the Fund. Russia-Ukraine Conflict. On February 24, 2022, Russia launched an invasion of Ukraine that has resulted in an ongoing military conflict between the two countries (the “Russia-Ukraine Conflict”). The Russia-Ukraine Conflict has caused, and is currently expected to continue to cause, significant disruptions to the global financial system, international trade, and the transportation and energy sectors, among other disruptions. In addition, the Russia-Ukraine Conflict has displaced millions of people, causing an acute refugee crisis in Europe, and has increased the threat of nuclear accidents or attacks, cyberattacks and further regional or global conflicts (including a potential expansion of the Russia-Ukraine Conflict to other countries as well as other potential conflicts, including, but not limited to, conflicts in other geographic locations and between other state and non-state actors), among other potentially dire consequences. In response to Russia’s actions, multiple countries and governing bodies, including the United States and the EU, have put in place global sanctions and other severe restrictions or prohibitions on the activities of certain individuals and businesses connected to Russia, certain annexed parts of Ukraine, and/or Belarus. Private companies have also implemented restrictions that severely limit, and in some cases, reverse or cancel, business transactions in or involving certain individuals and/or businesses connected to or associated with Russia, certain annexed parts of Ukraine, and/or Belarus. Further, some private companies have moved to divest of Russian-based subsidiaries and assets. In addition, the impacts of the Russia-Ukraine Conflict on the supply chain and commodity prices are expected to be profound and may result in substantial inflation in one or more countries (or globally). However, the ultimate impact of the Russia-Ukraine Conflict and its effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business, currency or country and the duration and severity of those effects, is impossible to predict. The Russia-Ukraine Conflict may have a significant adverse impact on, and result in significant losses to, a Fund and its portfolio companies. In particular, the portfolio companies of the Fund may suffer significant increases in operating costs (including, among other reasons, as a result of the substantial increase in energy prices), reductions in customers or new subscriptions for services, losses from cyberattacks, significant reductions in revenue and growth, increased foreign exchange risk and/or unexpected operational losses and liabilities. It may also limit the ability of the Funds

to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (sanctions-related, 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 that the Fund intends to pursue, all of which could adversely affect a Fund’s ability to achieve its investment objectives. Terrorist Activities. Terrorist activities, anti-terrorist efforts, armed conflicts involving the United States or its interests abroad and natural disasters may adversely affect the United States, its financial markets and global economies and could prevent the Fund from meeting its investment objectives and other obligations. The potential for future terrorist attacks, the national and international response to terrorist attacks, acts of war or hostility and natural disasters have created many economic and political uncertainties in the past and may do so in the future, which may adversely affect the United States and world financial markets and the Fund for the short or longterm in ways that cannot presently be predicted. Conflict in the Middle East and North Africa. Many countries in the Middle East and North Africa (collectively, “MENA”) have long histories of political authoritarianism, military conflict, economic instability, and limited transparency. As a result, their markets should be considered highly volatile, even relative to other emerging markets. Terrorist attacks and violent non-state actors remain a significant source of regional instability. Most notably, on October 7, 2023, Hamas launched a large-scale terrorist attack against Israel, triggering a full-scale war in Gaza and prompting broader military responses across the region and, ultimately, a military conflict between Israel and Iran. The conflict has drawn in regional and global actors, including Iran-backed groups in Lebanon, Syria, Iraq, and Yemen, heightening the risk of escalation into a wider regional or global conflict. Hostilities have also increased maritime security risks in the Red Sea and beyond, affecting commercial shipping and global supply chains. Separately, the civil war in Yemen remains unresolved, with periodic flare-ups contributing to instability and drawing in outside actors. Taken together, these factors create a highly fluid and uncertain investment environment. Any significant escalation in hostilities, policy shifts, or geopolitical realignments could have a destabilizing and materially adverse effect on the investment activities of the Fund in the region or in companies with exposure to the MENA region. Recently, the conflict in the Middle East has expanded into direct hostilities involving Iran. In late February 2026, coordinated military strikes by Israeli and U.S. forces against targets in Iran heightened regional tensions and raised the potential for broader escalation involving additional state and non-state actors. The conflict has also disrupted maritime commerce through the Strait of Hormuz, contributing to the sharp increases in global oil, natural gas and freight prices, posing ongoing inflationary and supply chain risks in global markets. Prolonged military conflicts—particularly those with regional dimensions—can have a lasting negative impact on a national economy, including increased inflation, weakened investor confidence, and recessionary pressure, all of which may adversely affect the growth prospects and scalability of portfolio companies.

Anti-Bribery and Anti-Corruption Laws and Regulations. Anti-corruption and anti-bribery laws and regulations also apply to the Fund and its portfolio companies from time to time. These laws and regulations prohibit, among other things, providing or offering things of value for an improper or corrupt purpose. These laws and regulations may apply to the Fund’s fundraising activities and to the ongoing business and regulatory interactions of the Fund and its portfolio companies, and the Fund has the potential to be adversely affected or miss out on opportunities because of the General Partner’s unwillingness to participate in transactions that potentially violate such laws and regulations. Such laws and regulations could make it difficult in certain circumstances for the Fund to act successfully on investment opportunities or to obtain or retain business. Some of these laws and regulations could affirmatively require the Fund or certain of its portfolio companies to adopt and maintain policies, procedures, and systems of internal controls designed to prevent corrupt acts by any them or their respective officers, employees, and agents. In addition, despite any policies implemented, the Fund, its portfolio companies, the Adviser, its agents or their affiliates could engage in activities that could result in violations of such laws and regulations. In recent years, U.S. regulators have become increasingly focused on private fund sponsors’ compliance with such laws and regulations. If a portfolio company or the Fund were to violate any such laws or regulations, such portfolio company or the Fund would face significant legal and monetary penalties and/or collateral consequences, such as debarment, profit disgorgement, injunctions on future conduct, securities litigation, or a general loss of investor confidence, any one of which could adversely affect the Fund’s business prospects or financial position, as well as the ability to achieve its investment objective or conduct its operations. Force Majeure Events. Certain force majeure events (i.e., those events beyond the control of the party claiming that the event has occurred, including acts of God, fire, flood, earthquakes, war, terrorism, pandemics and labor strikes) may adversely affect the ability of the Adviser, its affiliates, the Fund, its portfolio companies, counterparties of the foregoing or other persons or entities to perform their respective obligations. The cost of repairing or replacing assets damaged by a force majeure event could be considerable. In addition, repeated or prolonged service interruptions resulting from a force majeure event may result in a permanent loss of customers, substantial litigation or significant penalties for regulatory or contractual non-compliance, though in some cases, agreements may be terminable if a force majeure event is so catastrophic as to render it incapable of remedy within a reasonable, pre-agreed time period. The occurrence of a force majeure event may, directly or indirectly, have a material adverse effect on the Fund and/or any of its portfolio companies. Public Health Emergencies; COVID-19. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have and are resulting in market disruption, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Funds. In an effort to contain such health emergencies, national, regional and local governments, as well as private businesses and other organizations, 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 financial markets and demand across categories of consumers and businesses, as well as in the credit and capital markets. Restrictive measures, whether on an initial or re-imposed basis, also have the potential to cause labor force and operational disruptions, slowing or complete idling of certain supply chains and manufacturing activity, steep increases in unemployment levels, and strain and uncertainty for businesses and households, with a particularly acute impact on industries dependent on consumer spending, travel and public accessibility, such as retail and consumer goods, transportation, hospitality, tourism, retail, sports and entertainment. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact and result in significant losses to the Funds. The extent of the impact on a Fund’s and its portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of the Funds to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy a Fund intends to pursue, all of which could adversely affect the Fund’s ability to fulfill its investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of a Fund, its portfolio companies, the General Partner and the Adviser may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Trade Policies and Tariffs. Changes in the U.S. trade environment, including the imposition of import tariffs, with the potential for retaliatory tariffs by non-U.S. countries, could adversely affect the amount or timing of portfolio company exits, portfolio company revenue, results of operations or cash flows, and can greatly increase input costs for portfolio companies, all of which may result in significant losses to the Funds.

Trade policies and international disputes at times result in increased tariffs, trade barriers and other restrictive measures. In particular, in early 2025, the United States imposed significant tariffs on imports of goods from most countries in the world. Several countries imposed retaliatory tariffs, and the United States and its global trading partners have since increased, reduced, and made exceptions to mutual tariffs in what has been described as a “trade war”. These developments and any further tariff increases could potentially impact portfolio company operations, revenue, and profits. Instability in the market, rapid fluctuation in the prices of goods, including critical components and inputs to portfolio company businesses, and an inability to budget costs and project demand for products could have a material adverse effect on portfolio companies of the Funds, as well as global economic conditions and the stability of global financial markets. Continuing uncertainty in the market may also delay potential exit opportunities through public markets or acquisitions. Tariffs currently in place and the possibility of additional tariffs in the future have created uncertainty in many industries. Increases in tariffs could cause portfolio company businesses to become less economically feasible or could reduce demand for portfolio company products and services, and may negatively affect portfolio company revenue and profits. Additionally, existing or future tariffs may negatively affect portfolio company customers and manufacturing partners. Such outcomes could adversely affect the amount or timing of portfolio company revenue, results of operations or cash flows, all of which could adversely affect a Fund’s ability to achieve its investment objectives. Continuing uncertainty in the market may also delay potential exit opportunities through public markets or acquisitions, may cause sales volatility, price fluctuations or supply shortages, and could cause customers to advance or delay their purchase of portfolio company products and services. Governments may take further trade-related actions, which could include additional or increased tariffs and trade restrictions, and portfolio companies may be unable to quickly and effectively react to such actions. A Fund’s portfolio companies may be subject to digital services taxes (“DSTs”) in various jurisdictions in the future where its products are accessed or monetized, which are playing an increasing role in tariff and trade negotiations across the globe. DSTs—currently imposed or proposed in countries such as the United Kingdom, France, Italy, India, and others—typically apply to gross revenues generated from the provision of digital services to users located within those countries, regardless of the service provider’s physical presence. If the portfolio companies derive revenue from enterprise customers or developers located in DST-imposing jurisdictions, they may incur significant tax obligations on top-line revenues, potentially without corresponding deductions for costs. These taxes may be difficult to mitigate through traditional tax structuring and could materially affect profitability, pricing strategies, and expansion plans. Moreover, DST regimes are evolving and may be enforced inconsistently or retroactively, creating uncertainty around compliance obligations and enforcement risk. In the event that DSTs are broadened to capture additional categories of AI or software services—or if they trigger retaliatory measures or double taxation—the portfolio companies’ global operations and financial performance could be adversely affected.

U.S. Political and Regulatory Environment. The United States held a presidential election in November 2024, resulting in a change in administration in January 2025. Since the change in administration, significant changes in federal policy have occurred and are expected to continue to occur, that may materially impact the Funds, their portfolio companies and/or a Managed Account Portfolio including, but not limited to, changes to trade agreements, immigration policy, import and export regulations, tariffs and customs duties, energy regulations, income tax regulations and the federal tax code (including added scrutiny of management fee and carried interest waivers), public company reporting requirements and antitrust enforcement, artificial intelligence and emerging technology regulation, and national security and foreign investment review processes. For example, since the change in administration, increased restrictions on immigration and visa programs have constrained the availability of highly skilled workers upon whom many early-stage technology companies depend, and heightened tariff-driven market volatility and macroeconomic uncertainty have contributed to a more challenging environment for startup fundraising, growth, and exit activity, including initial public offerings. In addition, significant reductions in federal research and development funding and the curtailment of government grant programs have reduced a source of non-dilutive capital for early-stage companies, while cuts to federal agency budgets and operations have adversely affected startups that rely on government contracts or that operate in regulated industries requiring timely agency review and approval. Changes in federal policy, including tax policies, and at regulatory agencies occur over time through policy and personnel changes following elections, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic effects of changes to the legal and regulatory framework affecting financial institutions under the current administration remain highly uncertain and may be subject to rapid and unpredictable shifts in direction. Such changes and any future changes may adversely affect the Funds’ investment environment and therefore the Funds’ business, financial condition and results of investments. Further, an extended federal government shutdown resulting from failing to pass budget appropriations, adopt continuing funding resolutions, or raise the debt ceiling, significant reductions in federal spending or the federal workforce, and other budgetary decisions limiting or delaying government spending, may negatively impact U.S. or global economic conditions, including corporate and consumer spending, and liquidity of capital markets and may adversely affect portfolio companies that rely on government contracts, programs, or services. There can be no assurance that any changes in laws, regulations or governmental policy will not have an adverse impact on the Funds and their investments, including the ability of the Funds to execute their investment objectives and to receive attractive returns. In addition, any changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing the financial services industry, foreign trade, manufacturing, outsourcing, development and investment in the territories and countries or types of investments in which the Funds may invest, and any negative sentiments towards the United States as a result of such changes, could adversely affect the performance of the Fund’s investments. Moreover, media (including social media) has the potential to influence public sentiment and escalate tensions both within the U.S. and in international relations, which could cause social unrest and could negatively impact stock markets and economies around the globe and the Funds’ investments. Changes in

government policy, including changes in the priorities, leadership, or operations of regulatory bodies, may create uncertainty regarding the legal and regulatory framework in which the Adviser operates, which could have adverse effects on investment performance and the broader business environment. The outcome of any future U.S. federal election and changes in the control of the U.S. federal legislative and executive branches during the Funds’ term could result in further changes in laws and regulations affecting the venture capital industry. The likelihood of occurrence and the effect of any such change is highly uncertain and could have an adverse impact on the Funds and the Funds’ investments. Regulatory and Enforcement Risks. Regulation of the venture capital and private equity industry, including regulation of private investment fund managers, private funds, and their portfolio companies, increased significantly in the past. The SEC, in particular, signaled an increased emphasis on the private fund industry and proposed or adopted numerous regulations that impact the business of the Adviser, the Funds, and the Funds’ portfolio companies. Under the current U.S. Federal administration, the SEC has generally pursued a more deregulatory posture, even withdrawing a number of proposed regulations that had remained outstanding. However, there are still compliance costs and enforcement risks associated with the existing regulations, and new regulations may be adopted that the Adviser will need to navigate. It is possible that significant time and resources may be required to comply with these regulations, which potentially will detract from the time and resources dedicated to the Funds. Moreover, as a registered investment adviser or for other reasons, the Adviser or its affiliates and personnel will from time to time be subject to regulatory inquiries, examinations, investigations or enforcement actions that require significant time and attention from the Adviser’s personnel, which could in turn distract them from the management of the Funds’ affairs. Enforcement actions and any resulting sanctions that have an adverse effect on the Adviser or its affiliates and personnel could in turn have an adverse effect on the Funds. In certain cases, the Funds themselves could become subject to regulatory investigations or enforcement actions that could involve significant cost to the Funds or otherwise adversely affect the Funds. United Kingdom Exit from the European Union. On January 31, 2020, the UK formally withdrew from the EU (“Brexit”). After this, the UK entered into a transition period during which the majority of the existing EU rules continued to apply in the UK. Following the end of the transition period on December 31, 2020, EU rules ceased to apply in the UK. Although the terms of the UK’s future relationship with the EU were agreed in a trade and cooperation agreement signed on December 30, 2020, this did not include an agreement on financial services. In the absence of a formal agreement on this issue, UK firms in the financial sector have more limited access to the EU market than prior to Brexit and EU firms similarly have more limited access to the UK, owing to the loss of passporting rights under applicable EU and UK legislation. As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to substantially many of the same rules and regulations as prior to Brexit. However, the UK government has stated its intention to recast onshored EU legislation as part of UK legislation and

regulation, which could result in substantive changes to regulatory requirements in the UK. If the regulatory regimes for EU and UK financial services change or diverge further, this could have an adverse impact on the Fund and its investments, including the ability of the Fund to achieve its investment objectives in whole or in part (for example, owing to increased costs and complexity and/or restrictions in relation to cross-border access between the EU and non-EU jurisdictions). Conflicts. The Funds will be subject to certain conflicts of interest arising out of relationships with General Partners and their respective affiliates, which will provide management services to the Funds. The agreements and arrangements among the Funds, the General Partners and their affiliates have been established by the General Partners and are not the result of arm’s-length negotiations. Certain of the Adviser’s personnel are currently subject to certain contractual, fiduciary or other obligations regarding the prior Adviser funds, to include their continuing to provide services to certain of such funds and their portfolio companies. While the General Partners believe that they will generally be able to resolve any conflicts on an equitable basis, it is possible that such conflicts will not be resolved in favor of the Funds, even where disinterested parties are consulted to review such conflicts. Independent Investment Vehicles. Each Fund managed by the Adviser is raised as an independent investment vehicle. An investor in one Fund may not necessarily be an investor in any other Fund. An investor who has elected to invest in multiple Funds may hold a different percentage interest in each. The General Partner’s carried interest in one Fund will be determined without regard to the performance of any other Fund. Each Fund has a different investment objective and risk profile, and each prospective investor should consult with his, her or its personal legal, tax and financial advisers before determining the extent of such person’s participation in each Fund. Voluntary Withdrawals. Voluntary withdrawals of investor interests are not permitted, except in limited instances when required or when necessary to comply with the laws or regulations applicable to an investor, including ERISA regulations. As a result, investors may not be able to liquidate their investments prior to the end of a Fund’s term. A withdrawn investor may not be entitled to immediate payment for its interest in the Funds. Any withdrawal of an investor may reduce the amount of capital available for investment or other activities. Mandatory Withdrawals. A General Partner may, under certain circumstances, require an investor to withdraw from a Fund. If an investor is required to withdraw from a Fund or prevented from making any future capital contributions, such Fund may face a shortfall. If a Fund is unable to finance the shortfall from other sources, it is possible that such Fund may be required to limit the scope of its investments, or it may default on its obligations and/or its ability to continue operations may otherwise be impaired. Performance-Based Compensation. A General Partner’s carried interest creates a greater incentive for the Adviser to make more speculative investments on behalf of such Fund or time the purchase or sale of investments in a manner motivated by the personal interest of the Adviser personnel than if such performance-based compensation did not exist, as the Adviser receives a disproportionate share of profits. However, the significant commitment by the Adviser to invest in the Fund along

with the General Partner clawback should reduce the incentives for the Adviser to make more speculative investments or otherwise time the purchase or sale of investments based on considerations related to carried interest. The General Partner clawback potentially creates other misalignments of interests between the Adviser and investors, such as an incentive for the Adviser to defer disposition of an investment that would result in a realized loss and trigger the clawback, or delay the dissolution and liquidation of the Fund if doing so would trigger a clawback obligation. Conflicting Fiduciary Duties to Other Funds. The Funds may purchase investments in which another investment vehicle affiliated with the General Partners already has an interest, or otherwise another such entity may purchase an investment in a portfolio company of the Funds and may do so at different points in time. As an advisor to both the Funds and such other affiliated entities, an Investing Partner may owe a fiduciary duty to the other entities as well as to the Funds. Rebalancing Holdings. Pursuant to the Fund’s Organizational Documents, the General Partner of a Fund may form parallel funds for tax or other reasons, and the Organizational Documents may provide for a fixed, parallel investment ratio, which is generally pro rata, among a Fund and its related parallel funds. Because parallel funds can hold closings at various times during a Fund’s fundraising period, a Fund may need to rebalance the holdings of the applicable Fund and/or parallel funds to maintain the fixed investment ratio between the Fund and such parallel funds. In such an event, the General Partner of a Fund is generally authorized to cause the Fund to buy or sell a portion of the securities of each of the portfolio companies of a Fund to or from such parallel funds. This may cause a conflict of interest because the General Partner must determine the price that a Fund or parallel fund will pay for such securities. Generally, pursuant to the applicable Organizational Document, the price will be equal to the cost basis of the securities if the purchase and sale occurs within twelve months of its original purchase or at a price equal to the fair market value of such securities as of the date of such sale if it occurs after twelve months of its original purchase, or as approved by the applicable advisory committee. Investments in Which Affiliated Vehicles Have a Different Principal Investment. A Fund may also co-invest with other affiliated investment funds (including co-investment or other vehicles in which the Adviser or its personnel invest and that co-invest with such other affiliated investment funds) or accounts in investments that are suitable for both such Fund and such other affiliated entities. To the extent the Funds hold securities or instruments that are different (including with respect to their relative seniority or liquidation preferences) than those held by such other affiliated entities, the General Partners and their affiliates may be presented with decisions when the interests of multiple funds are in conflict. In that regard, actions may be taken for the other affiliated entities that are adverse to the Funds, and vice-versa. Material Non-Public Information. The Adviser from time to time receives material, non-public information regarding issuers, including through its members who participate on the board of directors of other entities, which in some cases may expose such persons to material non-public information regarding other issuers that may fall within a Fund’s investment objectives. Under applicable law and policies, Adviser personnel are generally prohibited from disclosing or using material non-public information for their own personal benefit or for the benefit of any other

person, regardless of whether that person is a client. Accordingly, should an employee of the Adviser obtain material, non-public information with respect to an issuer, he or she is generally prohibited from communicating that information to, or using that information for the benefit of, clients. Accordingly, receipt of material non-public information by the Adviser or its employees may impact the ability of the Funds to buy, sell or hold certain investments, which may adversely impact a Fund’s investment results. The Adviser has no obligation or responsibility to disclose the information to, or use such information for the benefit of, any person (including clients) even if requested by the Adviser or its affiliates and even if failure to do so would be detrimental to the interests of that person. Securities Laws Restrictions on Trading. Certain members, officers, employees or other representatives of the General Partner or the Adviser or other affiliates of a Fund serve as directors of certain portfolio companies. As a result, Funds (through representatives or otherwise) will receive or be deemed to receive information that would restrict their ability to buy or sell securities of a company for substantial periods of time when profit could otherwise be realized or loss avoided, which will adversely affect its ability to buy, sell or distribute securities. In addition, the ability to execute trades in securities of these companies will also be restricted by securities laws, including but not limited to Section 16 of the Exchange Act, and Rule 144 promulgated under the Securities Act of 1933, as a result of the board participation or extent of ownership of the Funds and affiliated persons. Advisory Committee Consents and Waivers. Certain transactions by a Fund that would otherwise be prohibited by the Organizational Documents, including certain transactions that involve potential conflicts of interest between the Fund, on the one hand, and other funds managed by the Adviser, on the other hand, may be effected with the consent of an Advisory Committee. Additionally, the General Partner may notify, consult with, or seek the consent of an Advisory Committee for certain transactions that involve potential conflicts of interest, but for which such notice, consultation or consent is not otherwise required by the Organizational Documents. Some or all of the members of an Advisory Committee will likely also be on the advisory committee of the other funds managed by the Adviser with which there is a potential conflict or will likely represent investors that have an interest in both the Fund and such other funds managed by the Adviser. Such Advisory Committee members will not be precluded from participating in discussions with respect to, or from voting on, such transactions that involve potential conflicts of interests. In addition, an Advisory Committee will not represent the interests of all of the investors of the Fund, each member of an Advisory Committee may act in the interests of the investor with which it is associated, and the members of an Advisory Committee may themselves be subject to various other conflicts of interest which may influence their decisions on matters presented to an Advisory Committee. In general, the investors of the Fund will not be entitled to control the selection of members of an Advisory Committee or to review the actions or deliberations of an Advisory Committee.

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. Additionally, Congress has considered proposed legislation that would treat certain income allocations to service providers by partnerships such as a Fund (including any carried interest) as ordinary income for U.S. federal income tax purposes that under current law are treated as an allocation of the partnership’s income (and which may be taxed at lower rates than ordinary income). Such rules, as well as any such legislation that may be enacted in the future, could apply to reduce the after-tax returns of individuals associated with a Fund, its General Partner, or the Adviser who were or may in the future be granted direct or indirect interests in carried interest, which could make it more difficult for the relevant General Partner and its affiliates to incentivize, attract and retain individuals to perform services for a Fund. This creates potential incentives for the Adviser to cause a Fund to hold investments for a longer period than would be the case if such greater-than-three year holding period requirement did not exist. Risks Arising from Provision of Managerial Assistance. A Fund may seek to structure its investments so that it will be a “venture capital operating company” within the meaning of regulations promulgated under ERISA, although there is no guarantee that it will be able to do so. This requires that such Fund obtain rights to participate substantially in and to influence the conduct of the management of a majority of such Fund’s portfolio companies. Risks of Certain Dispositions. In connection with the disposition of an investment in a portfolio company or otherwise, a Fund may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of any business. It will also be required in certain instances to indemnify the purchasers of such investment to the extent that any such representations are inaccurate These arrangements may result in the incurrence of contingent liabilities for which the General Partner may establish reserves or escrow accounts. In that regard, under certain circumstances described in such Fund’s Advisory Agreement, the General Partner of such Fund will make distributions of cash or securities to the Fund partners that remain subject to recall for the payment (in whole or in part) of such contingent liabilities. These arrangements may result in the incurrence of contingent liabilities for which the General Partner may establish reserves and escrows. In that regard, a distribution of proceeds that might otherwise be made would likely either be delayed or withheld until such reserves are no longer needed. If any such distribution is made in lieu of being delayed and withheld and such representations prove to be inaccurate, the investors of such Fund could be required to return such distribution to such Fund as provided in the Advisory Agreement. Risk of Liquidating Assets after In-Kind Distributions. Certain investments are distributed in-kind to the limited partners of a Fund 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 limited partners, particularly in times of market volatility. After a distribution of securities is made to each Fund’s limited partners, many partners, including the Adviser’s personnel, are permitted to (and in periods of market volatility and/or in furtherance of personal financial objectives often will) liquidate such securities within a short period of time, which is likely to put downward pressure on the price of the issuer’s securities

or Digital Assets. The valuation of securities or Digital Assets distributed in-kind for purposes of making allocations and distributions among the investors (including for purposes of determining the “carried interest” of the General Partner) will be established under the provisions of the Fund Agreement and will not be adjusted to reflect actual sale prices obtained by any investor. The actual sales prices obtained by investors (or by certain investors) may be lower than the applicable distribution valuation. , including the value used to determine the amount of carried interest available to the General Partner with respect to such investment, and/or the price at which securities are sold by the Adviser’s personnel. Limited partners in receipt of a distribution in-kind will receive no guidance from the Fund or the General Partner with respect to when or how to dispose of such investment (including timing of such disposition). The General Partner will act in its own interest with respect to its share of such securities or Digital Assets and may determine to sell the distributed securities or Digital Assets (which may include selling its securities or Digital Assets prior to the time at which a limited partner sells its distributed securities or Digital Assets), hold such distributed securities or Digital Assets for such amount of time as the General Partner shall determine, or distribute such securities or Digital Assets to the General Partner’s beneficial owners (who then may make their own determinations as to whether to sell or hold such securities or Digital Assets). The ability of the General Partner to act in its own interest with respect to such distributed securities or Digital Assets creates a conflict of interest between the General Partner and its partners and affiliates, on the one hand, and the limited partners, on the other hand. Adviser personnel that receive portfolio company securities will be subject to conflicts of interest in determining whether to sell such securities (subject to restrictions imposed by the portfolio company and/or Adviser), and are incentivized to sell or retain such securities for a period consistent with their own financial and investment objectives, which have the potential to differ from those of the relevant Fund and/or limited partners. In certain instances, Adviser personnel sell portfolio company securities they own personally (acquired separate from any affiliation with the Adviser or Adviser funds or otherwise), prior to an in-kind distribution of such portfolio company’s securities to limited partners. Such sales have the potential to have an adverse impact on the price of these securities. In addition, to the extent that a Fund conducts a nominee sale on behalf of requesting or nonresponsive limited partners, the value of the distribution received by such limited partners for purposes of the Fund Organizational Document should not be expected to correlate to the actual net cash proceeds received. Failure of an Investee Company. Although the companies in which the Funds invest are carefully selected by the Adviser, it is possible that a Fund may lose all or a portion of its investment in such companies. No assurance can be given that the failure of one or more of such companies will not have a material adverse effect on the Fund’s overall performance.

Digital Asset Risks In addition, material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for certain Funds invested in Digital Assets, include the following: General Risks Relating to Digital Asset Investments. Certain of the Funds expect to pursue venture capital investments in companies and organizations developing, productizing, building on, incorporating, and contributing to frontier technology, including decentralized technology such as blockchain, cryptocurrencies, cryptographic primitives, cryptographic protocols, and decentralized applications; and to directly or indirectly invest in, hold, and participate in liquid and illiquid digital assets—including digital assets, instruments and derivatives, and rights of every kind and nature, and rights or interests therein, the ownership, transfer, or transmission of which is recorded, verified, or maintained using cryptographic means, including via distributed ledger, blockchain, or other similar technology (collectively, “Digital Assets”). Such investments in Digital Assets may include, without limitation and whether issued in a private or public transaction, investments in cryptocurrencies, virtual currencies, coins, tokens, and other similar assets; investments in decentralized finance (“DeFi”) assets; investments in non-fungible tokens (“NFTs”); investments in decentralized autonomous organizations (“DAOs”) and their underlying participation tokens, liquidity pools, DeFi protocols, blockchain-based assets, or other cryptofinance and digital assets; investments in various forms of network participation, including staking, liquid staking, voting, and other consensus or security mechanisms or other network participation of any kind; and investments in token warrants, simple agreements for future tokens (“SAFTs”), or other similar rights, instruments, convertibles, and derivatives for any of the foregoing. To invest in such Digital Assets, capital contributions from limited partners may be converted into Digital Assets. This conversion process involves a key signing process that carries operational risks, including the risk of loss of Fund assets. Investments in Digital Assets are speculative and involve a high degree of risk. As relatively new products and technologies, Digital Assets have not been widely adopted. A significant portion of the demand for Digital Assets is generated by speculators and investors seeking to profit from the short or long-term holding of Digital Assets. Some Digital Assets will derive their speculative value from the perceived usefulness of the networks and protocols to which they are attached, including those designed to be consumed in transactions that record data or those that provide access to certain functionality, rights, or economic benefits on these networks and protocols. A lack of expansion by Digital Assets or use of their underlying networks and protocols in consumer, enterprise, and institutional markets, or a contraction of such use to the degree it exists today, may result in increased volatility of the prices of Digital Assets and the market at large. Trading infrastructure for buying and selling Digital Assets is still developing and differs in many ways from trading in traditional equity securities of publicly traded companies. In many cases, there may be no clear primary market for a particular Digital Asset and pricing may be less transparent compared to traditional public equity markets.

Digital Asset prices have historically been highly volatile, and there is no assurance that Digital Assets—or any Digital Asset in particular—will maintain long-term value. Many factors affect the price of Digital Assets, including, without limitation, supply and demand, expectations with respect to the global macroeconomic environment (including inflation rates, interest rates, monetary policy, fiscal policy, and currency exchange rates), and future legal, regulatory, and political developments. A Digital Asset is usually an asset attached to or associated with a network or protocol secured by cryptographic authentication. A network is a decentralized peer-to-peer network of computers that stores and verifies copies of a transactional database (i.e., a blockchain) at the heart of the system, which is used to record the ownership and value of Digital Asset transactions and the conditions upon which this Digital Asset can be further transacted by others. Digital Asset transactions can be authorized by any user that cryptographically proves to the network that they have met certain required conditions. Once authorized and broadcast to peers in the network, such transactions are then recorded to the blockchain via the rules of the network’s validation process as dictated by the code run by network peers (i.e., the blockchain’s protocol). Thus, Digital Assets are created, issued, transmitted, and stored according to protocols run by computers in a blockchain network. Some blockchain networks are further interdependent on other blockchain networks whose attached digital currency may have limited to no interoperability, but where changes to the protocol may adversely affect some or all interdependent blockchain networks. Certain networks or protocols may have undiscovered flaws that could result in the loss of some or all assets held by the applicable Fund with respect to specific Digital Assets. Indeed, certain blockchain protocols, networks, and applications have historically been subject to security breaches due to bugs or exploits introduced into protocol, either deliberately or inadvertently, which in certain cases have been impossible to reverse due to the nature of blockchain technology. Such a security breach could significantly impair the value of any associated Fund investment, including the value of associated Digital Assets or investments in companies or projects that build on or incorporate code from a vulnerable network or protocol. Such security breaches could also take the form of network scale attacks against a given network or protocol resulting in the loss of some or all of assets held by the Fund. Some assets held by the Funds may be created, issued or transmitted using experimental cryptography that could have underlying flaws. Technological advancements (including, for example, but without limitation, in quantum computing) could break the cryptographic rules of protocols that support the assets held by the Funds. The developers and stakeholders of a blockchain network or open-source software project may alter the network protocol in a manner adverse to Digital Asset holders or the Funds. No Fund makes any guarantees about the reliability of the cryptography used to create, issue, or transmit Digital Assets held by the Fund. Digital Assets are ambiguously and loosely regulated. There is no central marketplace for Digital Asset exchange. Recordkeeping is done by computer code, not by a central bank, transfer agent, or other centralized party. Digital Asset exchanges and custodians are relatively new and operate in an uncertain regulatory environment, and they therefore may be at higher risk of theft, fraud, or

failure than regulated exchanges and custodians for other assets. Digital Asset platforms have been closed due to fraud, regulatory action, failure, and security breaches. Moreover, the treatment of Digital Assets in bankruptcy is a new and evolving body of law. Any of a Fund’s assets that are held on a Digital Asset exchange or with a Digital Asset custodian that shuts down could be lost. Companies, organizations, networks, and protocols in the Digital Asset industry are relatively new and operate in an uncertain regulatory environment, and may therefore be at higher risk of theft, fraud, or failure. Certain companies, organizations, networks, and protocols in the industry have experienced fraud, failure, regulatory action, and security breaches. Such an event could result in the loss of some or all of assets held by the Funds. Further, initial coin offering and pre-initial coin offering campaigns in which the Funds may participate may turn out to be fraudulent. There is no guarantee that funds lost due to such fraudulent actions will be recovered by the Funds. Hedging Transactions. The Adviser will not, in general, attempt to hedge all market or other risks inherent in a Fund’s portfolio positions, and will hedge certain risks, if at all, only partially. A Fund may choose not, or may determine that it is unattractive due to economic, security, custody or other reasons, to hedge certain risks – either in respect of particular positions or in respect of its overall portfolio. A Fund’s portfolio composition will commonly result in various directional market risks remaining unhedged. Even if the Adviser is successful in reducing or controlling risk through hedging, the cost of hedging may have the effect of reducing returns. Furthermore, it is possible that such hedging strategies will not be effective in controlling risk, due to unexpected noncorrelation (or even positive correlation) between the hedging instrument and the position being hedged, increasing rather than reducing both risk and losses. Masternodes Risk. A General Partner may use a Fund’s assets to invest in hardware to run masternodes or nodes--the process through which certain computers connected to a Digital Asset’s network receive fees/rewards for helping maintain the network and/or providing other services (e.g., providing anonymization services, facilitating direct/instant transactions, etc.)—and/or staking Digital Assets. A node is a program that validates transactions and blocks on certain Digital Asset networks. Nodes are subject to the same risks as Digital Assets in general including, but not limited to, virus attacks, malicious actors, bandwidth limits from internet service providers, as well as regulatory risks. Further, running nodes may require the expenditure of significant expenses including, but not limited to: hardware, such as computers, cooling equipment, graphics processing units, and related equipment; software; and various utilities such as electricity and internet. There is no guarantee of profits when running nodes. The expenses involved in running nodes may outweigh its profit, thereby resulting in financial losses to such Fund. Regulatory Risks Related to the Digital Assets Industry. There is a heavy degree of ambiguity, disagreement, and uncertainty regarding the regulation of various Digital Assets both in the U.S. and globally, although substantial legislative and regulatory developments have occurred in recent years. Digital Assets may be characterized in certain ways by financial regulators in statements, regulatory actions, or legal proceedings, and characterizations by different regulators may be at odds with one another. The regulation of securities, derivatives, and other financial instruments both inside and outside the U.S. is a rapidly changing area of law and is subject to modification by

government and judicial action. Any such action could have a materially adverse impact on a Fund as well as its operations, investments, and potential returns. The GENIUS Act (Guiding and Establishing National Innovation for U.S. Stablecoins Act), which establishes a comprehensive federal framework for payment stablecoins, was signed into law in July 2025, and additional market structure legislation (including the CLARITY Act) has advanced through Congress. Notwithstanding these developments, uncertainty around the regulatory status of certain Digital Assets in the U.S. may persist until additional legislation is adopted and signed into law; final rules are promulgated by regulatory agencies; and final, unappealable judicial determinations are made. In recent years, the SEC and its staff have taken the position that certain Digital Assets fall within the definition of a “security” under the U.S. federal securities laws; in certain cases, the CFTC and its staff have claimed jurisdiction over Digital Assets, sometimes in contradiction to the stance of the SEC. The SEC has recently announced an initiative to coordinate with the CFTC and provide greater regulatory clarity, and in March 2026, the SEC and CFTC jointly issued an interpretation providing their views on the application of the federal securities laws to certain types of crypto assets and certain transactions involving Digital Assets. However, the interpretation is subject to existing caselaw and ongoing public comment and potential revision, does not address all types of Digital Assets or transactions, and provides no assurance that the SEC or CFTC will not take contrary positions in enforcement actions or future rulemakings with respect to the Funds’ Digital Asset investments. The SEC has also issued no-action letters and guidance addressing utility tokens, DePIN token distributions, and custody arrangements. The securities and derivatives markets remain subject to comprehensive statutes, regulations, and rules. The legal test for determining whether any given Digital Asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC’s views in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. Meanwhile, the CFTC has stated that, and judicial decisions involving CFTC enforcement actions have confirmed that, at least some Digital Assets, including Bitcoin, fall within the definition of a “commodity” under the U.S. Commodity Exchange Act of 1936 (the “CEA”). As a result, the CFTC has general enforcement authority to police against manipulation and fraud in at least some spot Digital Assets markets. From time to time, manipulation, fraud, and other forms of improper trading by market participants have resulted in, and may in the future result in, CFTC investigations, inquiries, enforcement action, and similar actions by other regulators, government agencies, and civil litigation. If Digital Assets are deemed to fall within the definition of a commodity future pursuant to subsequent rulemaking by the CFTC, a Fund, its General Partner, or the Adviser may be required to register and comply with additional regulation under the CEA, as amended. Moreover, a General Partner may be required to register as a commodity pool operator and to register the applicable Fund as a commodity pool with the CFTC through the National Futures Association. Other U.S. agencies, departments, and bureaus, including the U.S. Department of the Treasury, the Federal Reserve System, the U.S. Internal Revenue Service (the “IRS”), the Financial Crimes Enforcement Network, and the Office of the Comptroller of the Currency have made official

statements, promulgated rulemaking, and pursued actions that have directly or indirectly impacted Digital Assets and the Digital Asset industry, and will continue to do so. Treatment of Digital Assets continues to evolve under state laws as well. State regulators like the New York Department of Financial Services have created new regulatory frameworks. Others, as in Texas, have published guidance on how their existing regulatory regimes apply to Digital Assets. Some states, like New Hampshire and North Carolina, have amended their states’ statutes to include Digital Assets into existing licensing regimes. U.S. federal and state agencies have instituted enforcement actions and litigation against those violating their interpretation of existing laws. Current and future legislation, rulemaking, and other regulatory developments may impact the manner in which Digital Assets are treated for classification, reporting, registration, trading, clearing, and settlement purposes. Under the GENIUS Act, payment stablecoins are explicitly excluded from the definitions of “security” and “commodity” under federal law, which may affect the classification and regulatory treatment of certain Digital Assets held or utilized by the Funds. To the extent additional regulatory requirements need to be fulfilled—including registration or compliance requirements—these may result in material recurring expenses or extraordinary, nonrecurring expenses of the Funds, or may limit the investments that the Funds can make or returns that they can generate. If a General Partner or a16z, as applicable, determines not to comply with such additional regulatory requirements, the applicable Fund may terminate and liquidate at a time that may be disadvantageous to Investors. Political changes, including changes in the executive and legislative branches as well as changes to leadership and staff of various regulators, are likely to result in rapid and hard-to-predict changes to the regulatory outlook around Digital Assets, some of which may contradict prior actions and statements by political officials or regulators. The SEC has recently dismissed or settled numerous enforcement actions against Digital Asset market participants that had been commenced under prior leadership. While these developments may signal a less adversarial regulatory environment, future administrations and agency leadership may adopt different approaches. New laws or regulations may favor certain business models, operating models, or technologies in the Digital Asset industry to the detriment of others (for example, by ossifying certain definitions of “decentralization” in law, or by restricting the issuance of stablecoins to certain types of regulated entities), which could impact the Funds’ investments. The Digital Assets industry faces an equally uncertain regulatory landscape in many non-U.S. jurisdictions. Various non-U.S. jurisdictions may, in the near future, adopt laws, regulations, or directives that affect Digital Asset companies, organizations, networks, protocols, and users, particularly Digital Asset exchanges and service providers that are deemed to fall within the regulatory ambit of such jurisdictions. Such laws, regulations, or directives may conflict with those of the U.S. or other countries and may negatively impact the acceptance and adoption of Digital Assets outside of the U.S. Any such law, regulation, or directive, or any other official or unofficial action or statement by a non-U.S. governmental or quasi-governmental agency, may adversely affect the Funds.

It may be illegal, now or in the future, to own, hold, sell, exchange, or use Digital Assets in one or more countries. Such an action may adversely impact certain Funds’ operations and investments, and could result in termination and liquidation of such Funds at a time that is disadvantageous to the Investors. No FDIC or SIPC Protection for Digital Assets. Digital Assets held by the Fund are not subject to protections by the Federal Deposit Insurance Corporation (the “FDIC”) or Securities Investor Protection Corporation (the “SIPC”). The Funds are neither banking institutions nor members of the FDIC or the SIPC. Therefore, deposits held with or assets held by the Funds are not subject to the protections enjoyed by depositors with FDIC or SIPC member institutions. While private insurance may be available at times, the undivided interest in the applicable Fund’s Digital Assets represented by interests in such Fund is not insured, and the Fund might not have sufficient insurance coverage, if at all, to protect its assets against all losses and costs. Future Development and Growth of the Digital Asset Industry. The future development and growth of the Digital Asset industry is subject to a variety of factors that are difficult to predict and evaluate. If the Digital Asset industry does not grow as the Adviser and the General Partners expect, the Funds’ operations, investments, and potential returns could be adversely affected. Digital Asset networks and protocols are still nascent. In addition, different Digital Asset networks and protocols are designed for different purposes. Bitcoin, for instance, was designed to serve as a peer-to-peer electronic cash system, while Ethereum was designed to be a smart contract and decentralized application platform. Many other Digital Asset networks, ranging from cloud computing to tokenized securities networks, have only recently been established. The further growth and development of any Digital Asset and its associated network or protocol—as well as other cryptographic and algorithmic protocols governing the creation, transfer, and usage of Digital Assets—represent a new and evolving paradigm that is subject to a variety of risks that are difficult to evaluate, including:

Digital Asset companies, organizations, networks, and protocols have limited operating histories. Some networks and protocols have not been validated in production, and are still under development and undergoing significant decisions that will affect the design, supply, issuance, functionality, and governance of their respective Digital Assets, any of which could have an adverse effect on such Digital Assets.

Many Digital Asset networks are undergoing software upgrades and other changes to their protocols and functionality, which could introduce bugs, security risks, or adversely affect the respective Digital Asset networks.

Several large networks, including those for Bitcoin and Ethereum, require upgrades to address fundamental issues around speed, scalability, and energy usage. If these issues are not successfully addressed, or the upgrades are unable to receive sufficiently widespread adoption, it could adversely affect the relevant Digital Assets.

Security issues, bugs, and software errors have been identified with many Digital Assets, smart contracts, and their underlying blockchain networks and protocols. Some

of these security issues, bugs, and software errors have been exploited by malicious actors. Certain Digital Assets may have inherent security flaws which cannot be easily remedied without launching an entirely new network, protocol, or application, or “hard forking” an underlying network. Any weaknesses identified with a Digital Asset could adversely affect its price, security, liquidity, and adoption, and could compromise the integrity of Digital Assets held by a Fund.

To the extent a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the compute or staking power on a Digital Asset network, as has happened in the past, it may be able to manipulate transactions on such network, which could cause financial losses to holders, damage the network’s reputation and security, and adversely affect the Digital Asset’s value.

The development of new technologies for mining, such as improved applicationspecific integrated circuits (commonly referred to as ASICs), or changes in industry patterns, such as the consolidation of mining power in a small number of large mining farms, could reduce the security of blockchain networks and protocols; lead to a materially increased liquid supply of such Digital Asset; and thereby reduce such Digital Asset’s price, security, liquidity, and adoption.

If rewards and transaction fees for miners or validators on any particular Digital Asset network are not sufficiently high to attract and retain miners, a Digital Asset network’s security and speed may be adversely affected, increasing the likelihood of a malicious attack. Conversely, if rewards and transactions fees are too high, it may be unduly dilutive to existing holders of such Digital Asset, or impact adoption and usage of such network.

Certain Digital Assets have concentrated ownership, and some networks and protocols are upgradeable using an “admin key.” Under either scenario, a small group of holders is able to exercise significant unilateral control and influence over key decisions of the Digital Asset and its network, such as governance decisions and protocol changes, which could adversely impact the Digital Asset.

The governance of many decentralized blockchain networks is by voluntary consensus and open competition, and many developers are not directly compensated for their contributions. As a result, there may be a lack of engagement, consensus, or clarity on the governance of any particular Digital Asset network, a lack of incentives for developers to maintain or develop the network, and other unforeseen issues, any of which could result in unexpected or undesirable errors, bugs, or changes, or stymie such network’s utility and ability to respond to challenges and grow.

Certain Digital Asset networks and protocols are incorporating privacy-enhancing technologies, such as zero knowledge proofs, which allow one party to cryptographically demonstrate knowledge of information to another party without revealing the underlying data itself. While such technologies may improve user privacy and expand the utility of Digital Asset networks, they also introduce additional

complexity and novel risks, including the potential for undiscovered cryptographic vulnerabilities, limited auditing and regulatory oversight of transactions conducted using such protocols, and uncertainty regarding the legal and regulatory treatment of privacy-preserving technologies, any of which could adversely affect the adoption, value, and regulatory standing of Digital Assets that rely on such technologies.

Certain Digital Assets are engineered through smart contracts with dynamic or elastic supplies that adjust periodically through a mechanism known as a rebase, which seeks to maintain a target price by automatically increasing or decreasing the circulating supply of such tokens in response to price movements. Because a Fund’s investments in elastic supply tokens are subject to periodic rebases, the number and value of such tokens held may fluctuate greatly, and such investments may be extremely volatile. In a sustained downtrend, negative rebases may compound losses in a self-reinforcing spiral, and in the worst-case scenario, supply adjustments may be unable to restore demand or stabilize the price and market capitalization of the relevant elastic supply token, resulting in a total or near-total loss of value.

Certain elements of Digital Assets networks and protocols present inherent risks that cannot be completely mitigated. These risks include, without limitation:

the effectiveness of the informal groups of (often uncompensated) developers contributing to the protocols that underlie the networks;

the effectiveness of the network validators or miners, and the network’s consensus mechanisms to effectively secure the networks against confirmation of invalid transactions;

potential disputes among the developers or validators of the networks;

changes in the consensus mechanisms or protocols that undergird network security, including, without limitation, shifts between so-called “proof of work” and “proof of stake” schemes;

the failure of cybersecurity controls or security breaches of the networks;

the existence of other competing and operational versions of the networks, including, without limitation, so-called “forked” networks;

the existence of undiscovered technical flaws in the networks; the development of new or existing hardware or software tools or mechanisms that could negatively impact the functionality of the systems;

the price of Digital Assets associated with the networks;

intellectual property rights-based or other claims against the networks’ developers or participants; and

the maturity (or lack thereof) of the computer software programming languages used in connection with the networks.

Digital Asset Volatility. The prices of Digital Assets are extremely volatile and investments in Digital Assets are highly speculative. Some Digital Assets have lost all value, and it should be expected that many Digital Assets will in the future lose all value. The prices of Digital Assets are dependent on many factors, including, without limitation:

Global supply for Digital Assets;

Demand for Digital Assets;

Adoption of Digital Assets for retail, consumer, commercial, enterprise, and

The security, availability, liquidity, and solvency of Digital Asset exchanges, trading platforms, and custodians;

Perceptions regarding the safety and security of holding Digital Assets;

Global regulatory and legal restrictions on the ability to use, exchange, hold, or invest in Digital Assets;

Inflation and expectations with respect to the rate of inflation in the future;

Interest rates;

Global monetary policy;

Global trade policy, including tariffs and other trade restrictions;

Global fiscal policy;

Currency exchange rates;

The degree to which institutional investors and other market participants participate in Digital Asset trading and exchange;

Changes in the rights, obligations, incentives, or rewards for participants in a network;

The availability of, and regulatory approvals for, investment products such as ETFs involving Digital Assets;

Demographic trends; and

Global or regional macroeconomic events.

Conflicts with Respect to Digital Asset Service Providers and Counterparties. The General Partners and the Funds may be subject to conflicts relating to their selection of Digital Asset service providers (including Digital Asset custodians and staking providers) and counterparties (including Digital Asset trading desks) on behalf of the Funds. Service providers and counterparties may provide other services that are beneficial to the General Partners or the Adviser, but not necessarily beneficial to the Funds. Digital Asset Custody. Certain Funds are expected to primarily utilize one or more Digital Asset custodians for custody of its Digital Asset holdings. Digital Asset custodians have implemented different security procedures, which may include the use of cold storage, the use of hardware security modules, segregation of duties, and other internal controls for the safekeeping of private keys that control the possession and movement of Digital Assets under their custody. Generally, the Adviser and the General Partners will not have access to such private keys with respect to Fund assets, and the failure of a custodian’s security procedures and internal controls (whether due to malicious actors, security threats, fraud, or otherwise) could result in the complete or partial loss of Fund assets. Moreover, the security procedures and internal controls, or other operational problems may result in delays in attempting to access or trade a Digital Asset. Given the volatility in Digital Asset prices, any such delay could have an adverse effect on the Funds. The market for Digital Asset custody, particularly in the U.S., is concentrated. An incident affecting one or more Digital Asset custodians could have a materially adverse effect on the Digital Asset markets and industry on the whole. Moreover, concentration among Digital Asset custodians, and the lack of universal support for new assets, means that the Funds may have limited negotiating power, particularly when only one custodian provides support for a given Digital Asset. In the event no custodian is available for a given Digital Asset, other third-party service providers may be engaged by the Adviser and the General Partners to develop custodial solutions for the Funds. There can be no guarantee that such solutions are as secure as any analogous solution developed by a custodian, and the theft, loss, security breach, or technological failure of any solution could result in a partial or complete loss of a Fund’s assets stored using such solution, which could have a negative impact on the performance of such Fund or result in the loss of such Fund’s assets. Absent gross negligence, fraud, or criminal behavior, neither the Adviser nor the General Partner of a Fund is liable to the Fund or to Investors for the failure or breach of any custodian or custody solution. Under the applicable Fund’s Organizational Documents, such Fund will be permitted to distribute Digital Assets in kind to Investors at the applicable General Partner’s discretion, with each Investor given the right to receive an equivalent cash distribution instead. In the event the Funds were to distribute Digital Assets to certain Investors, risks thereafter will be borne solely by such Investors, who will be responsible for dealing with any requirements to custody dispose of such Digital Assets. The treatment of Digital Assets in bankruptcy proceedings is an evolving area of law, particularly in the U.S. Although recent high-profile cryptocurrency exchange bankruptcies have provided some judicial guidance, significant uncertainty remains. In the event of the bankruptcy of a Digital Asset custodian, there is some risk that a bankruptcy court could deem Digital Assets held with

such Digital Asset custodian to be the property of the bankruptcy estate. In such a case, the applicable Fund would be treated as a general unsecured creditor of the custodian, which means it would not have a claim on its specific Digital Assets held by the custodian and would only be entitled to recovery to the extent more senior and secured creditors’ claims have been satisfied. Moreover, even in the event such Fund is entitled to recovery, such recovery may be based on the market value of its assets at the time of the filing of the bankruptcy petition. Given the volatility of Digital Asset prices, the Fund may therefore be unable to recover the full value of its holdings, which could result in significant losses. In 2003, the SEC amended Rule 206(4)-2 of the Advisers Act (the “Custody Rule”), requiring investment advisers registered with the SEC to maintain custody of client funds and securities with “qualified custodians” (as defined under the Advisers Act). Because the Custody Rule was implemented prior to the existence of Digital Assets, it did not originally contemplate or accommodate for the operational and technological limitations of investments in the Digital Assets industry, which is still nascent. Although the SEC proposed amendments to the Custody Rule in 2023, that proposal was withdrawn in June 2025, and the regulatory framework for Digital Asset custody continues to evolve. While recent SEC guidance has expanded the types of entities that may serve as qualified custodians for Digital Assets (including state-chartered trust companies), there are currently a limited number of qualified custodians in the Digital Assets industry with limited capabilities with respect to the types and amounts of Digital Assets that they can maintain. Depending on a Fund’s investments, it may be difficult or impossible to fully comply with the qualified custodian requirement. Further, although the SEC and other regulators have issued guidance clarifying certain aspects of Digital Asset custody, the regulatory framework continues to evolve and significant uncertainty remains. The Adviser and the General Partners retain the right to use any service provider, including qualified custodians, they deem appropriate for custodying the Funds’ investments. In the event future regulations with respect to the Digital Asset custody are adopted, or as additional guidance is provided, the Funds may be adversely affected due to increased costs of compliance or lack of available custodians, which could limit the investments it is able to make and hold. There also can be no assurance that any Digital Asset custodian or service provider used by a Fund maintains required certifications or status with the SEC or other regulatory agencies. Digital Asset Exchanges, Trading Desks, and Venues. The Funds may transact with buyers or sellers of Digital Assets through various channels, including exchanges, trading desks, or other venues or counterparties (collectively, referred to herein as “Digital Asset Exchanges”). Digital Asset Exchanges are relatively new and largely unregulated, and may therefore be more susceptible to theft, fraud, bankruptcy, and failure than established, regulated exchanges for securities, derivatives, and other financial instruments. Many Digital Asset Exchanges have a limited operating history, and are operated by private companies without publicly available financial information. Digital Asset Exchanges generally require cash to be deposited in advance in order to purchase Digital Assets, and there is a risk that such funds may be lost. Settlement by a Digital Asset Exchange may take one or more business days for any purchase or sale of Digital

Assets, which introduces timing risk. Digital Asset Exchanges may impose daily, weekly, monthly, or customer-specific transaction or distribution limits or suspend withdrawals entirely. Digital Asset prices and valuations on Digital Asset Exchanges are volatile and subject to influence by many factors including the levels of liquidity and operational interruptions and disruptions—all of which can, among other things, materially impair a Fund’s ability to execute transactions. In the event a Digital Asset Exchange is experiencing firm-specific challenges (such as operational, technological, or other challenges), the applicable Fund may not achieve execution with respect to a Digital Asset trade at the market prices prevailing on other exchanges, which could adversely affect an investment in the Fund. Digital Asset Exchanges are appealing targets for cybercrime, hackers and malware. It is possible that, while engaging in transactions with various Digital Asset Exchanges located throughout the world, any such exchange may cease operations due to theft, fraud, security breach, liquidity issues, or government investigation. In addition, banks have refused to process wire transfers to or from Digital Asset Exchanges. Over the past several years, many Digital Asset Exchanges have, indeed, closed due to fraud, theft, government or regulatory involvement, failure or security breaches, and banking issues. Any such occurrence could result in a loss of Fund assets. Digital Asset Exchanges, as well as the U.S. and other governments, retain the right to suspend or limit trading in Digital Assets. Such a suspension might render it impossible for the General Partners to liquidate certain positions promptly and, accordingly, could expose the Funds to losses. Any financial, security, legal, or operational difficulties experienced by a Digital Asset Exchange may result in a delay in processing a Fund’s trades or withdrawals, or an inability of the Fund to recover funds or Digital Assets being held by the exchange either temporarily or indefinitely. Should a Digital Asset Exchange cease operations due to criminal activities, or for financial or regulatory reasons, the applicable Fund may suffer losses and will likely be subject to the laws of such Digital Asset Exchange’s home country when pursuing remedies. To the extent that the Digital Asset Exchanges representing a substantial portion of total market volume, or total volume in a particular Digital Asset, encounter financial, security, legal, or operational difficulties, or cease operations, such difficulties could adversely impact market prices and available volume for Digital Assets and therefore the Fund, even if the Fund is not using such Digital Asset Exchange for trading activities. Due to liquidity concerns, regulatory status, AML risk, actual or perceived counterparty, or other risks related to a particular Digital Asset Exchange, the Funds may only use a limited number of Digital Asset Exchanges for trading. This could result in less favorable prices and decreased liquidity for the Funds, and could therefore have an adverse effect on the Funds and the Investors. Certain of the Funds’ Digital Asset Exchanges may operate outside of the U.S. The Funds may have difficulty in successfully pursuing claims in the courts of such countries or enforcing in the courts of such countries a judgment obtained by the Funds in another country. In general, certain less developed countries lack fully developed legal systems and bodies of commercial law and practices normally found in countries with more developed market economies. Digital Asset Exchanges operating outside the U.S. typically limit or prohibit, or may in the future limit or prohibit without notice, investment by entities with U.S. beneficial owners in order to avoid U.S. regulations. Should a Digital Asset Exchange on which a Fund trades prohibit U.S. beneficial owners or limit such Fund’s trading, the Fund may be forced to liquidate its positions at an

inopportune time and be further limited or prevented from making investments in accordance with its investment strategy. It is possible in such an event that the Digital Asset Exchange could freeze the Fund’s account thereby preventing the Fund from accessing its account completely, and the Fund would be unable to trade or withdraw funds from the Digital Asset Exchange. Furthermore, any trading profits that such Fund would have made as a result of early liquidation will not be available to the Fund and the Fund, in certain cases, may be obligated to indemnify the Digital Asset Exchange for losses incurred due to the liquidation and to participate in an investigation conducted by the Digital Asset Exchange or relevant authorities. These legal and regulatory risks may adversely affect the Fund and its operations and investments. Some of the markets in which the Funds may affect transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange–based” markets. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss. Such counterparty risk is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where a Fund has concentrated its transactions with a single or small group of counterparties. Counterparties may also front-run a Fund’s transaction if the Fund provides them future trading plans. Occasionally, a Fund may ask counterparties to help execute trades according to certain strategies to obtain the most optimal price for an asset. In these cases, counterparties may fail to properly execute the Fund’s strategy, front-run the Fund, or lose the Fund’s Digital Assets due to errors or exploits during execution. The Funds are not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Moreover, the Funds do not have an internal credit function that evaluates the creditworthiness of its counterparties. The ability of the Funds to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities, and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Funds. Staking and Mining. The Funds may invest in Digital Asset protocols that verify transactions through a mechanism known as proof-of-stake (“PoS”). PoS generally entails certain nodes (“validators”) being granted the right to verify transactions, and potentially protocol upgrades, based on Digital Assets that have been committed (“staked”) to such validators. Such staked assets are not able to be withdrawn from the validator for a period of time set by the rules of the protocol. In return, a holder that stakes their Digital Assets to a validator, whether a third-party validator or one that the holder operates themselves, will be entitled to rewards for helping to secure the network, and may be entitled to transaction fees received on the network. The Funds are expected to stake certain of its Digital Assets in return for staking rewards and transaction fees, and such staked Digital Assets could be illiquid for an extended period of time. Such illiquidity could have an adverse effect on the Funds. In certain instances, staking may be done from cold storage; whereas in other cases, it may be required that such staked assets are held in a hot wallet. Sometimes, staking may not be available through a qualified custodian, particularly for early

networks. A General Partner may determine that staking rewards with respect to a given network are sufficiently attractive that it would be in the applicable Fund’s best interest to stake its Digital Assets notwithstanding a suboptimal custody arrangement, which increases the risk of loss of such Digital Assets through increased risk of hacking, error, or compromise. Conversely, a General Partner may determine that, notwithstanding staking rewards, it would be in the Fund’s best interest to forgo staking rewards in service of a more optimal custody arrangement. Either scenario could negatively impact such Fund’s performance. Generally, the Adviser and the General Partners will engage a third-party service provider to stake on its behalf, or stake to the validator operated by one or more third-party service providers (“Staking Providers”). Staking Providers will typically charge the applicable Fund fees in connection with such staking activities, which may be in the form of a cash fee or a commission on staking rewards received. There can be no assurance that such Staking Providers may not illegally gain access to a Fund’s Digital Assets or that, in the process of staking, such Staking Provider may face a risk of loss of certain Digital Assets. The Staking Provider landscape is nascent. Many Staking Providers have a limited operating history, and are private companies without publicly available financial information. The Adviser and the General Partners may rely on the Staking Provider for a proper accounting of staking rewards, and there can be no assurance that the Staking Provider has sophisticated accounting and audit practices to enable it to operate with institutional-grade capabilities commensurate with standards in the traditional finance industry. Additionally, there can be situations where the staking provider needs to bridge an asset for the Fund in order to receive rewards. This may incur fees and presents the same operational uncertainties associated with any digital asset transfer, as well as ones specific to bridging. Many PoS protocols have implemented “slashing” penalties for taking certain malicious actions or negligence with respect to the verification of transactions on a network. Slashing penalties may include, but are not limited to, the loss of staking rewards, the partial or complete loss of staked Digital Assets, or a ban from participating on a particular network. If a Fund or a Staking Provider meets the slashing conditions for a particular protocol, it may result in loss of such Fund’s assets and may have a negative impact on the performance of the Fund. The IRS and other revenue collection agencies globally have issued limited guidance with respect to staking and other types of network participation. A Fund’s tax advisors may therefore have to take uncertain tax positions with respect to staking and network participation. In certain cases, staking and network participation may subject a Fund and its Investors to UBTI or ECI. Future changes to tax laws and regulations in the U.S. and abroad could significantly impact the desirability of staking, and therefore a Fund’s performance. Staking rewards are subject to carried interest allocations and distributions to the General Partner, pursuant to the distribution waterfall outlined in the applicable Fund’s Organizational Documents. For any given network, including PoS networks proof-of-work (“PoW”) networks (e.g., Bitcoin), or networks with other consensus mechanisms, the incentives of the network are typically designed such that some set of validators (which may also include so-called “miners”) receive incentives for helping to secure the network. If such incentives are insufficiently low, validators may cease

securing the network and verifying transactions, which could cause network congestion or security vulnerabilities. Validators may also be subject to future legal and regulatory requirements, or prohibitions, that are operationally difficult or economically infeasible. A departure of a large number of good faith validators could make the network vulnerable to control by malicious actors or botnets able to gain a majority of processing or staking power on a network, which would enable them to process illegitimate transactions. If such incentives are too high, it may be detrimental to existing holders of the Digital Asset or cause instability and volatility due to opportunism or otherwise. Any of the foregoing could adversely affect an investment in a Fund. Distributed and Decentralized Governance. Certain Digital Assets may entitle the holder to governance rights in a decentralized autonomous organization (“DAO”) or other governing body that oversees a network, protocol, or application. DAOs rely on blockchain technology, public forum discussion, governance votes, and smart contracts for governance instead of traditional corporate structures with clear fiduciaries and decision-makers (e.g., a board of directors for a corporation). The wide-ranging and experimental approaches to DAO governance may result in inefficient coordination mechanisms, voter apathy, collusion amongst participants, and chaotic consensus efforts. DAOs often face internal disputes which could result in dissolution of the DAO or forks of any associated network, protocol, or application. Furthermore, certain DAOs control pools of Digital Assets, so-called “treasuries,” that may be subject to smart contract risk and hack. Malicious actors may attempt to seize control of a DAO by procuring (through licit or illicit means) Digital Assets entitling them to governance rights. To the extent a DAO controls, or nominally controls, a network, protocol, application, or pool of assets in which a Fund has invested, or that is associated with a Digital Asset that a Fund holds, DAO activities and vulnerabilities could adversely impact the Fund’s operations, investments, and performance. The legal status of, and laws and regulations applicable to, DAOs is generally unclear and may vary based on jurisdiction, organizational structure (or lack thereof), and other factors such as the DAO’s purpose or level of decentralization. Some previous approaches to DAOs have been regarded by the SEC as illegal offers of unregistered securities. Moreover, there is a substantial risk that DAOs formed for the purpose of making a profit would be deemed general partnerships, thus exposing their participants to unlimited joint and several personal liability for the DAO’s debts and obligations. If characterized as general partnerships, DAOs may struggle to attract members or meet their intended objectives. Large businesses, institutional investors, and other regulated commercial entities may be reluctant to invest in, participate in, or otherwise support a DAO, or to adopt Digital Assets or any network, application, or protocol that a DAO controls, or nominally controls, which could adversely impact a Fund’s investments. Due to the untested nature of DAOs and the risks inherent in Digital Assets in general, a Fund’s investment in a DAO-associated Digital Asset is subject to partial or complete loss. A Fund may periodically participate in DAO governance either directly or through the use of thirdparty delegates. While the General Partners do not believe that this practice poses a risk of direct loss of such Digital Assets, the actions or voting decisions of the Adviser or third-party delegate could expose the Funds to legal liability, or negatively impact the Funds’ investments.

Certain Digital Assets, being decentralized, are not represented or issued by any official and identifiable organization, entity, or authority. Other Digital Assets may have an identifiable issuer, which may be a corporation, foundation, DAO, or other type of organization. In most cases, Digital Assets do not entitle the holder thereof to any rights with respect to the issuer, such as the control and voting rights typical in a private equity or traditional venture capital context. Therefore, the General Partners may have limited or no ability to control or ensure the continued development of such Digital Asset or any associated network, protocol, or application, and the Funds may have limited recourse if the issuer decides to cease operations, if the developers decide to discontinue development, or if the distributed governance of the network, protocol, or application leads to a “hard fork” (i.e., the splitting of a network into two parallel and competing networks) or other disruptive event. Any such event could result in a partial or total loss of a Fund’s investment with respect to such Digital Asset. For example, both of the leading blockchain networks, Bitcoin and Ethereum, have been subject to hard forks that resulted in the creation of new networks. Due to the lack of a central registry or rulemaking body, no single entity has the ability to dictate the nomenclature of forked Digital Assets, causing disagreements and a lack of uniformity among platforms and Digital Asset Exchanges. Furthermore, hard forks can introduce security concerns. For instance, when the Ethereum and Ethereum Classic networks split in July 2016, replay attacks—in which transactions from one network were rebroadcast on the other network—plagued Digital Asset Exchanges and resulted in significant losses. The Adviser and the General Partners may not have any systems in place to monitor or participate in hard forks or airdrops of new assets. If the Digital Assets are held with a custodian, the custodian may choose to not provide access to the hard forked or airdropped Digital Asset, and the Funds may never be able to obtain those particular Digital Assets, which could negatively impact its performance. Many Digital Asset networks, protocols, and applications are open-source. However, third parties may assert intellectual property claims against the DAOs, developers, or participants. Regardless of the merit of such claim, any threatened legal action that reduces confidence in the corresponding Digital Asset’s long-term viability or the ability of end-users to hold and transfer Digital Assets may adversely affect an investment in a Fund. A decentralized community may not be in a strong position to defend against such a claim, due to coordination problems, resources, or otherwise. Additionally, a meritorious claim could prevent a Fund and other users from accessing such Digital Asset network, or transferring or liquidating their Digital Assets, which would adversely affect an investment in such Fund. Loss of Digital Assets Due to Security Threats. Digital Assets present a uniquely attractive target for malicious actors. Firms in the Digital Asset industry, and particularly those who are perceived to hold a large amount of Digital Assets, have been the subject of attacks from both rogue hackers and nation-state attackers. The Adviser and the Funds may become an attractive target for such malicious actors, and to the extent the Adviser and the General Partners are unable to mitigate such security threats, the Funds’ Digital Assets may be subject to theft, loss, or destruction, which could have a negative impact on the performance of the Funds or result in loss of the Funds’ assets.

Digital Assets are controllable only by the possessor of unique private keys relating to the addresses in which the Digital Assets are held. The theft, loss, or destruction of a private key required to access a Digital Asset is irreversible, and such private keys would not be capable of being restored by the Funds, which would result in a complete and irreversible loss of the corresponding asset. A loss of private keys due to malicious activity, misconduct or error of an employee or service provider, technological failure, or other compromise could have a material adverse effect on the Funds. Once a Digital Asset transaction has been verified and broadcast to a network, such transaction is typically not reversible. Although Fund transfers of Digital Assets or funds will be made to or from counterparties which the applicable General Partner believes to be trustworthy, or internally between wallets controlled by the applicable Fund, it is possible that malicious actors could intercede and cause transfer to be made in incorrect amounts or to unauthorized third parties. To the extent that a Fund is unable to seek a corrective transaction or is incapable of identifying the third parties that have received the Digital Assets, such Fund will be unable to recover such Digital Assets. Any such inadvertent transfers could equally occur due to human or operational error— whether accidental or intentional—by employees of the Adviser and third-party service providers, and would be irreversible. Such losses will adversely impact the Funds. Difficulty in Valuing Digital Assets. Valuation practices with respect to Digital Assets are nascent and evolving. The General Partner may have to make subjective valuation determinations with respect to illiquid or restricted Digital Assets without a meaningful trading market (including rights or interests in a Digital Asset, such as a warrant). While the General Partner will generally endeavor to make good faith determinations of such valuations in consultation with advisors and audits, there can be no assurance that the valuation will reflect the fair value of such Digital Assets. The Financial Accounting Standard Boards has produced recent guidance that investment managers should not take into account lock-ups with respect to the valuation of assets; and auditors have generally counseled against applying illiquidity discounts to the valuation of Digital Assets. Such valuation guidance will generally tend to produce valuations higher than what the market is actually able to support. Meanwhile, the General Partner may face a conflict of interest in making valuation decisions. The General Partner may not be able to effectively manage the Fund’s investment portfolio, diversification, and other internal guidelines and risks if the Fund’s portfolio is inaccurately valued. Prospective Investors should be aware that, as a result of these difficulties as well as other uncertainties, any valuation made by the General Partner may not represent the value that a Fund would actually be able to achieve in the open market. In addition, given the complexities involved in valuing Digital Assets and the difficulty in confirming ownership of such assets, direct or indirect investments in Digital Assets by a Fund could result in delays in the issuance of financial opinions by such Fund’s auditors or in the qualification, in whole or in part, of such opinions. Decentralized Finance. The Funds may invest in or use decentralized finance (“DeFi” also known as “onchain finance”) applications and protocols, including decentralized exchanges (“DEXs”). Onchain finance and DEXs are loosely regulated, and typically comprise a set of smart contracts

that allow for trades to be automatically executed according to a pre-defined set of rules. Such smart contracts may be immutable, meaning that if there is a bug or security vulnerability, it is not possible to upgrade the code to fix such bug or vulnerability, even when discovered. Such smart contracts may also be subject to control by one or more holders on an “admin key,” which presents risks that the holder of the admin key could act against the interest of users, or that a malicious actor could gain access to the admin keys and therefore control over the protocol. DeFi applications and protocols have been subject to market manipulation and malicious attacks, sometimes resulting in substantial loss of Digital Assets by users. Any of the foregoing could adversely affect a Fund investment in an onchain finance application or protocol, including a DEX. To the extent that a Fund uses a DEX for trading activity, any of the foregoing could result in a loss of Fund assets. The structure of DEXs, DeFi, and blockchain networks generally permit independent network participants to seek out and execute transactions to obtain what is known as maximal extractable value (“MEV”), which consists of sequencing transactions in such a way as to optimize value and generate profit. Frontrunners can leverage the same bots or algorithms used to identify MEV opportunities to copy potentially profitable trades identified by other network participants and submit them at a higher transaction fee bid. Such activities may adversely affect a Fund by reducing or eliminating the profits available to the Fund in connection with its trading activity. Automated Market Makers (“AMMs”) are specific kinds of DEX protocols with yield-bearing capital pools in which users can participate. These systems may have risks that are not yet fully understood when there is volatility in the underlying digital assets which comprise the capital pool. Volatility within such yield-bearing capital pools could lead to loss of value of committed Digital Assets, also known as “Impermanent Loss,” or other unexpected adverse behaviors. To the extent the Fund participates in such yield-bearing capital pools, Impermanent Loss could impact the Fund’s performance. Additionally, AMMs are typically open-market systems, and therefore may be subject to a variety of risks, attacks, and vulnerabilities from market participants. Adverse actions by adversarial market participants may compound any Impermanent Loss. Stablecoins. Stablecoins are distinct from other digital currencies and Digital Assets in that their value is pegged to the value of an underlying asset, such as fiat currency like USD, commodities, or other Digital Assets. Stablecoins are subject to many of the same risks as other Digital Assets described in these risk factors, but are also subject to unique risks. Fiat-backed stablecoins like Tether and USDC purport to be backed by a basket of reserve assets, such as U.S. Treasury securities, which support the peg. Such stablecoins may be subject to different regulatory requirements depending on the jurisdiction of the issuer. Some stablecoin issuers have faced regulatory action claiming that the issuers did not have sufficient reserves to support the peg. Fiatbacked stablecoins can and have lost their peg due to a loss of confidence in the issuer or the reserves underpinning the stablecoin. Meanwhile, Digital Asset-backed stablecoins are backed by a basket of Digital Assets. Volatility in the price of Digital Assets, particularly during times of extreme market stress, can and have caused such Digital Asset-backed stablecoins to lose their peg. At this time, stablecoin issuers are not subject to a comprehensive federal regulatory regime in the U.S. Political officials and regulators in the U.S. have indicated that they view stablecoin regulation

as a priority; however, the ultimate legislation and rulemaking could prioritize certain business models or operating models over others, which could have an effect on the Digital Asset market more broadly. A Fund may from time to time purchase stablecoins either to fund an investment or for other purposes. A Fund may be adversely impacted to the extent a stablecoin loses its peg during a period during which the Fund is holding it. Digital Asset Investment Structures. A Fund will invest in Digital Assets directly, but will also do so indirectly in the form of rights, interests, warrants, convertibles, and other instruments (collectively, “Digital Asset Rights”). In addition, when purchasing Digital Assets directly, a Fund may enter into agreements under which it agrees to certain transfer restrictions in exchange for a discount or other preferred economics (“Negotiated Token Agreements”). Such investment structures are subject to many of the same risks described in these risk factors, and any Digital Assets received under such agreements are subject to all of the Digital Asset investment related risk factors contained herein, but the investment structures are also subject to unique risks. Digital Asset Rights will often, but not always, grant a Fund a right but not the obligation to invest in a Digital Asset that has not yet been developed. Such Digital Assets are subject to development, security, operational, and execution risks that could prevent them from ever coming to market, as well as considerable market uncertainty when and if they do complete successful development. Moreover, such Digital Assets may never achieve commercial viability. These risks are inherent in such investments and a Fund may lose all of its invested capital. Digital Asset Rights are difficult to value and there is a lack of guidance on appropriate valuation methodologies. Likewise, Digital Assets received upon conversion of a Digital Asset Right may often spike or plummet in price—especially if the Digital Asset has only just come to market. Depending on the timing of conversion, Investors should be cognizant that the mark-to-market valuation will not be indicative of what a Fund would actually be able to achieve if it were to liquidate the asset at that time. When entering into Digital Asset Rights or Negotiated Token Agreements, a Fund will often be subject to a transfer restriction period during which it is contractually obligated not to transact in a Digital Asset. Such illiquidity could impact such Fund’s performance if it is unable to trade at an opportune time. Such transfer restrictions may be imposed contractually or through an agreed-upon technical mechanism, such as a vesting contract. To the extent there is a bug in or exploit of the vesting contract, the Fund’s investment may be at risk. In certain circumstances, a Fund may be ineligible to participate in Digital Asset Rights or Negotiated Token Agreements due to regulatory restrictions, particularly where the issuer has limited participation to non-U.S. purchasers, which could impact such Fund’s performance. Further, in some cases, a Fund may purchase traditional equity securities in an issuer in addition to, or in lieu of, purchasing Digital Assets from the issuer. To the extent that a Fund has an economic interest in either traditional equity securities or a Digital Asset, the economic incentives of the Fund may diverge from those of other equity or Digital Asset holders. As a result, the value of an

investment or the ability to realize that value may be compromised by these potentially divergent economic interests. Digital Asset Lending and Borrowing. The Funds or their portfolio investments may participate in Digital Asset lending or borrowing programs offered by certain Digital Asset Exchanges or DeFi applications and protocols. Depending on the nature of the program, such as the degree to which the lending is collateralized, settlement periods, and the regulatory status of the intermediary, the Funds may incur additional costs and expenses or the Funds’ assets may be at risk from such activities. Anonymity and Illicit Use; Fraud; Failures. Many Digital Asset transactions are pseudonymous (i.e., the user is associated with a wallet address) and some, using advanced cryptography, are anonymous. Intermediaries, such as Digital Asset Exchanges, will often employ AML programs and compliance professionals to ensure that Digital Assets are not being used for nefarious or illicit purposes, and certain companies in the space specialize in working with law enforcement and national security officials to trace Digital Asset transactions. However, the decentralized nature of blockchain technology means that transactions do not require intermediaries; Digital Assets therefore can be used, and have been used, to finance illicit activities, violate sanctions, and launder money. Negative publicity and regulatory backlash due to such incidents could impact the industry as a whole, as well as the Funds. Digital Assets companies, platforms, and projects have been sued, investigated, or shut down due to fraud, deception, market manipulation, failure of internal controls, and security breaches. In many cases, customers and users were not compensated or made whole for their losses. For example, in February 2014, Mt. Gox, then the largest Digital Asset platform worldwide, filed for bankruptcy protection in Japan after an estimated 700,000 Bitcoins were stolen from its wallets. In May 2019, Binance, one of the world’s largest platforms, was hacked, resulting in losses of approximately $40 million. In February 2021, Bitfinex settled a long-running legal dispute with the State of New York related to Bitfinex’s alleged misuse of over $800 million of customer assets. In addition, there have been reports that a significant amount of Digital Asset trading volume on Digital Asset platforms is fabricated and false in nature. In 2022, several prominent Digital Assetrelated firms, including trading venues, exchanges, and lending platforms, experienced financial distress and declared bankruptcy. These failures included firms such as Celsius Networks, Three Arrows Capital, FTX, Voyager Digital, and BlockFi. Subsequently, in June 2023, the SEC filed charges against the Digital Asset exchanges Coinbase Global, Inc. and Binance Holdings Ltd and certain of their respective affiliates, alleging that they operated as unregistered national securities exchanges, broker-dealers, and clearing agencies, and that they engaged in the unregistered offering and sale of securities, among other charges. In November 2023, Binance Holdings Ltd and its founder and Chief Executive Officer, Changpeng Zhao, pled guilty to criminal charges by the U.S. Department of Justice that the company had failed to maintain an appropriate anti-money laundering program or register as a money transmitting business, and that it had violated sanctions (although he was later pardoned). The impact of the foregoing on the Digital Asset markets, including on other institutions or critical infrastructure for such markets, is not yet known and may

evolve. Such impacts may include, but are not limited to: a decrease of liquidity in the Digital Asset secondary markets, loss of confidence in the Digital Asset markets, reduced participation in the Digital Asset markets, closer scrutiny by governmental authorities of companies and projects transacting in Digital Assets or servicing Digital Asset market participants, and new legislation and regulation of the Digital Asset markets. The foregoing events resulted in price changes and volatility in the Digital Asset markets, as well as increased negative scrutiny of the Digital Asset markets by governmental authorities and the press. It is possible that such effects could cause systemic risks to the Digital Asset markets. Negative perception, resulting from a lack of stability and standardized regulation in the industry; the closure or temporary shutdown of Digital Asset platforms; and incidents of fraud, business failure, attacks, and security vulnerabilities; or government-mandated regulation, may reduce confidence of investors in the industry, and result in greater volatility of the prices of Digital Assets, including significant depreciation in the value of Digital Assets held by the Funds or disruption to its operations. Regulatory and Legislative Uncertainty. The long-term development and stability of the Digital Asset ecosystem in which the Funds may invest may depend, in significant part, on the adoption of clear and coherent regulatory and legislative frameworks governing Digital Assets, including market structure legislation intended to clarify the regulatory treatment of digital assets and related activities. There can be no assurance that such legislation (including proposed market structure legislation, such as the Digital Asset Market Clarity (CLARITY) Act commonly referred to as “CLARITY”) will be enacted, enacted in its current or anticipated form, or enacted within any particular timeframe. If comprehensive market structure legislation is not adopted, regulatory uncertainty may persist or increase, potentially slowing innovation, discouraging institutional and consumer adoption, fragmenting liquidity, and increasing compliance costs and legal risk for market participants. Prolonged uncertainty may also result in inconsistent or overlapping regulatory approaches, increased enforcement activity, or abrupt policy shifts by governmental authorities, which could contribute to consumer harm, market instability, or a loss of confidence in the Digital Asset markets, which could materially and adversely affect the value, liquidity, and viability of Digital Assets and related businesses, and, as a result, a Fund’s investment strategy, performance, and prospects.

legislation and regulatory clarity to advanced technologies. In addition, the Adviser may register as a lobbying organization in other jurisdictions as necessary to advance thoughtful legislation and regulatory clarity to advanced technologies that are in the best interest of its clients. a16z Perennial Management L.P. (“a16z Perennial”), an SEC-registered investment adviser, is under common control with the Adviser through common ownership. Common ownership can create a potential conflict of interest. The Adviser believes that conflicts of interest between the two registered advisers as a result of common ownership are mitigated as a result of several factors. For instance, the Adviser has implemented information barriers and the Adviser’s investment professionals are solely dedicated to a16z Capital Management L.L.C. In addition, the Adviser and the a16z Perennial are not competitors for clients. Please see Item 11 for further discussion of conflicts of interest. The Adviser from time to time will refer persons to an investment adviser that is owned in part by a Fund or an Affiliate. The investment adviser offers to its prospective investors the opportunity to invest in private funds that it manages, which funds invest in one or more other private funds including the Adviser’s Funds. The Adviser is not compensated for these referrals and a Fund does not own a controlling interest in the investment adviser, and, accordingly, the Adviser does not believe that there is a material business relationship between the advisers or that it has a material conflict of interest when it makes such referrals. Additionally, a Fund advised by the Adviser may invest in one or more “Scout Funds,” which in turn make investments in seed-stage companies. As discussed under “Reliance on the Adviser,” prospective investors must look only to the actual members of a General Partner for the management of a Fund, and principal investment decisions of the Scout Funds will be made by professionals who are not themselves employed by the Adviser (the “Scouts”). Other individuals and entities that are part of the Adviser generally will have no authority to participate in the management of a Scout Fund, no obligation to provide a Scout Fund with any specific benefits, and no obligation (to a General Partner or a Fund) to continue or expand any activities they previously engaged in. a16z Studios, a wholly owned subsidiary of a16z Holdings, L.L.C., operates as a media and podcast network affiliated with a16z Capital Management L.L.C. While this network is affiliated with the Adviser, it is not under the control of the Adviser and operates as a separate business enterprise. The network maintains operational independence from the Adviser’s investment management activities. It generates revenue that is separate from the Adviser’s investment management business, and such revenue is not derived from, and does not constitute advisory fee revenue. Potential conflicts of interest, such as featuring portfolio companies on the network’s podcast, are mitigated through compliance procedures.

Outside Activities of Adviser Personnel Certain personnel of the Adviser may be subject to a variety of conflicts of interest relating to their responsibilities to the Funds and their respective portfolio companies, and their outside business activities as members of investment or advisory committees or managers of, boards of directors of,

or advisors to investment funds, corporations, foundations or other organizations. Such positions create a conflict if such other entities have interests that are adverse to those of the Funds, including if such other entities compete with the Funds for investment opportunities or other resources. Adviser personnel in question may have a greater financial interest in the performance of the other entities than the performance of the Funds. This involvement may create conflicts of interest in making investments on behalf of the Funds and such other funds, accounts and other entities. Although the Adviser will generally seek to minimize the impact of any such conflicts, there can be no assurance they will necessarily be resolved favorably for the Funds. Also, Adviser personnel are generally permitted to invest in alternative investment funds, private equity funds, real estate funds, hedge funds and other investment vehicles (including through a16z Perennial-sponsored investment funds and their platform), as well as securities of other companies, some of which will be competitors of the Funds. Investors will not receive any benefit from any such investments, and the financial incentives of Adviser personnel in such other investments could be greater than their financial incentives in relation to the Funds. Additionally, certain personnel and other professionals of the Adviser have family members or relatives that are actively involved in industries and sectors in which the Fund invests or have business, personal, financial or other relationships with companies in such industries and sectors (including the advisors and service providers) or other industries, which gives rise to potential or actual conflicts of interest. For example, such family members or relatives might be officers, directors, personnel or owners of companies or assets which are actual or potential investments of the Funds or other counterparties of the Funds. Moreover, in certain instances, the Funds may purchase or sell companies or assets from or to, or otherwise transact with, companies that are owned by such family members or relatives or in respect of which such family members or relatives have other involvement. Certain personnel may hold limited partner interests in investment vehicles where they have no discretion and such vehicles may pursue investments that are similar to or overlap with investments made by the Funds. Although such vehicles are intended to be on an arm’s-length basis and without control by the employee, these arrangements may create potential conflicts. Further, a family member of Adviser personnel may sponsor or manage an investment vehicle that pursues investment opportunities similar to those of the Funds. In such circumstances, conflicts may arise, including where investment opportunities are competitive with, or overlap with, Fund investments, or where the Adviser personnel is involved in sponsoring portfolio companies in which such vehicle has an interest. In most such circumstances, the Organizational Documents will not preclude the Funds from undertaking any of these investment activities or transactions. To the extent the Adviser determines appropriate, conflict mitigation strategies may be put in place with respect to a particular circumstance, such as internal information barriers or recusal, disclosure or other steps determined appropriate by the Adviser. Investors rely on the Adviser to manage these conflicts in its sole discretion.

Positions with Portfolio Companies Adviser personnel, from time to time, serve as directors of, or observers on boards with respect to, certain portfolio companies, including incubated companies. While conflicts of interest may arise in the event that such employee’s fiduciary duties as a director conflict with those of a Fund, it is

expected that the interests will be aligned. In addition, Adviser personnel may leave the employment of the Adviser or its affiliates and become an officer or employee of a portfolio company. Employees and/or members of one or more General Partners from time to time receive directors’ fees or consulting fees, break-up fees, management or other fees personally from portfolio companies, subject to the offset arrangements described in Item 5 above, except that such fees received in connection with positions held at incubated companies are generally not subject to offset arrangements. Decisions made by a director may subject the Adviser or a Fund to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. From time to time, Adviser personnel may also be asked to serve as directors of, or observers with respect to, certain entities in which a Fund has fully exited its ownership interest. Such companies are no longer portfolio companies of the Fund and as a result, any compensation received by such Adviser employee is not subject to the Advisory Fee offset described above, or otherwise shared with the Funds and/or investors.

Under the Code of Ethics, Adviser Personnel are required to file certain periodic reports with the Adviser’s Chief Compliance Officer (“CCO”) as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. Adviser Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics. A copy of the Code of Ethics is available to any client or prospective client upon written request to: a16z Capital Management, L.L.C., 2865 Sand Hill Road, Menlo Park, CA 94025.

Participation or Interest in Client Transactions The Adviser, its affiliates, and certain members, officers, principals and employees of the Adviser and its affiliates from time to time invest in and alongside a Fund, either through the General Partner, as direct investors in a Fund or otherwise. A Fund or its General Partner, as applicable, routinely reduces all or a portion of the Advisory Fee and Carried Interest related to investments held by such persons. Additionally, the Adviser, its affiliates, and certain members, officers, principals and employees of the Adviser and its affiliates from time to time buy or sell securities, Digital Assets, or other instruments that the Adviser has recommended to Funds. Officers, principals and employees of the Adviser also from time to time buy securities or Digital Assets in transactions offered to but rejected by Funds. A conflict of interest will arise because such investing Adviser personnel will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by the Adviser on behalf of a Fund. In such circumstances, the investing Adviser personnel will not share or reimburse the Fund and/or the Adviser for any expenses incurred in connection with the investment opportunity. In addition, certain officers and employees also buy securities in other investment vehicles (including private equity funds, hedge funds, real estate funds and other similar investment vehicles) which include potential competitors of the Funds. The transactions described above are subject to the policies and procedures set forth in the Adviser’s Code of Ethics and investors will not benefit from any such investments. The investment policies, fee arrangements and other circumstances of these investments vary from those of the Funds. If officers, principals and employees of the Adviser have made large capital investments in or alongside the Funds, they will have conflicting interests with respect to these investments. While the significant interests of the officers and employees of the Adviser generally aligns the interest of such persons with the Fund, such persons will have differing interests from the Funds with respect to such investments (for example, with respect to the availability and timing of liquidity).

Conflicts of Interest The Adviser has conflicts of interest, or conflicting loyalties, as a result of the numerous activities and relationships of the Adviser, the Funds, portfolio companies, and affiliates, partners, members, shareholders, officers, directors and employees of the foregoing, some of which are described herein. However, not all potential, apparent and actual conflicts of interest are included in this brochure, and additional conflicts of interest could arise as a result of new activities, transactions or relationships commenced in the future. Potential Investors should review this brochure and applicable Organizational Documents carefully for additional risks and conflicts disclosure before making an investment decision. If any matter arises that the Adviser determines in its good faith judgment constitutes an actual and material conflict of interest, the Adviser and relevant affiliates will take the actions they determine appropriate to eliminate, mitigate, and/or disclose and seek consent to the conflicts. Actions that could be taken by the Adviser or its affiliates include, by way of example and without limitation, (i) if applicable, handling the conflict as described in the applicable Organizational Documents, (ii) obtaining from the applicable Advisory Committee and/or the investors advice,

waiver or consent as to the conflict, or acting in accordance with standards or procedures approved by such Advisory Committee and/or the investors to address the conflict, (iii) disposing of the investment or security giving rise to the conflict of interest, (iv) disclosing the conflict to the applicable Advisory Committee and/or the investors of the applicable Fund, (v) appointing an independent representative to act or provide consent with respect to the matter giving rise to the conflict of interest, (vi) in the case of conflicts among clients, creating groups of personnel within the Adviser separated by information barriers (which may be temporary and limited purpose in nature), each of which would advise or represent one of the clients that has a conflicting position with other clients, (vii) implementing policies and procedures reasonably designed to mitigate the conflict of interest, or (viii) otherwise handling the conflict as determined appropriate by the Adviser in its good faith reasonable discretion. There can be no assurance that the Adviser will identify or resolve all conflicts of interest in a manner that is favorable to a particular Fund.

Incubations The Adviser may be permitted to form, operate and incubate companies that may become portfolio companies of the Funds. Proceeds from a Fund’s investments in any such incubated companies may be used to reimburse the Adviser for certain expenses associated with its incubation activities to the extent not reimbursed by such Fund. The Adviser’s employees and affiliates may receive “founders shares” or other equity in such incubated companies and any such compensation generally will not offset the Fund’s management fee.

Allocation of Personnel The Adviser will devote such time to a Fund as it determines to be necessary to conduct its business affairs in an appropriate manner. However, Adviser personnel, including key investment team members, will work on multiple projects, serve in multiple roles (including on boards of directors) and source potential investments for and otherwise assist the investment programs of multiple Funds including other investment programs to be developed in the future. Time spent on these various initiatives diverts attention from the activities of any particular Fund, which could negatively impact such Fund and its investors. Furthermore, the Adviser and its personnel derive financial benefit from multiple Funds, including fees and performance-based compensation. Adviser personnel outside of the group that manages and works on a particular Fund’s matters may share in the fees and performance-based compensation from such Fund; similarly, Adviser personnel within the group that manages and works on a particular Fund’s matters may share in the fees and performance-based compensation generated by other Funds. These and other factors create conflicts of interest in the allocation of time by Adviser personnel. The Adviser’s determination of the amount of time necessary to conduct a particular Fund’s activities will be conclusive, and Investors rely on the Adviser’s judgment in this regard.

Multiple Business Lines The Adviser and its affiliates have multiple business lines, including a16z Perennial, which the Adviser, the Funds, their portfolio companies, and third parties may engage for financings and to provide other services. As a result of these activities, the Adviser is subject to a number of actual

and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than if it had one line of business. For example, the Adviser may come into possession of information that limits a Fund’s ability to engage in potential transactions because of its other business lines. Similarly, the Adviser’s other affiliated businesses and their personnel may be prohibited by law or contract from sharing information with the Adviser that would be relevant to monitoring a Fund’s investments and other activities. Additionally, the Adviser or any of the Funds can be expected to enter into covenants that restrict or otherwise limit the ability of another Fund or its portfolio companies and their affiliates to make investments in, or otherwise engage in, certain businesses or activities. For example, the Adviser or a Fund could have entered into a noncompete in connection with a sale or other transaction. These types of restrictions may negatively impact the ability of a Fund to implement its investment program. Finally, Adviser personnel who are members of the investment team of a Fund may be excluded from participating in certain investment decisions due to conflicts involving the Adviser’s other businesses or for other reasons, in which case such Fund will not benefit from their experience with respect to the relevant transaction. Investors will not receive a benefit from any fees earned by the Adviser or its personnel from these other businesses. The Adviser is under no obligation to decline any engagements or investments in order to make an investment opportunity available to the Funds. The Adviser has long-term relationships with a significant number of corporations and their senior management. The Adviser will consider those relationships when evaluating an investment opportunity, which may result in the Adviser choosing not to make such an investment due to such relationships (e.g., investments in a competitor of a client or other person with whom the Adviser has a relationship). Therefore, there can be no assurance that all potentially suitable investment opportunities that come to the attention of the Adviser will be made available to a Fund. A Fund may also co-invest with other Funds or other persons with whom the Adviser has a relationship in particular investment opportunities, and other aspects of these Adviser’s relationships could influence the decisions made by the Adviser with respect to a Fund’s investments and otherwise result in a conflict. In addition, a16z Perennial-sponsored funds and one or more Funds could acquire limited partner interests in a particular Fund in the secondary market and economic assignee interests in the General Partner. The Adviser, a16z Perennial-sponsored funds and such other Funds would generally have greater information than counterparties in such transactions, and the existence of such business could produce conflicts, including in the valuation of a Fund’s investments. Except to the extent prohibited by relevant Organizational Documents, the Adviser and 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 SPACs the investment or business strategy of which does not overlap with the Funds and to receive compensation (including in the form of management fees, performance-based compensation, founders’ equity or similar interests) relating thereto. Subject to any limitations imposed by the relevant Organizational Documents and anti-“assignment” provisions of the Advisers Act, the Adviser and its personnel are also permitted to offer, restructure and monetize interests in the Adviser.

Formation of Other Advisory Businesses The Adviser’s managing members are authorized to launch new businesses within or under the common control of the Adviser, including, but not limited to, other investment advisory businesses and any investment funds and managed accounts they sponsor (each, an “Other Advisory Business”). At this time, prospective Other Advisory Businesses are being planned and considered by the Adviser’s managing members. Prior to making a decision to invest in a Fund, investors should consider and understand that an Other Advisory Business is authorized to have investment objectives that overlap with the Funds – and there is no guarantee that an Other Advisory Business will have a neutral or positive impact on the Adviser or the Funds. In the event that a Fund invests alongside such an Other Advisory Business in connection with a portfolio investment, the participation of such Other Advisory Business could cause delays or additional regulatory burdens that otherwise may not have existed had such Other Advisory Business not participated. In addition, the creation of an Other Advisory Business would likely impose additional regulatory and operational burdens on the Adviser and a Fund due to their affiliation and the sharing of Adviser personnel, resources and time and attention. For example, certain Adviser personnel hold dual roles between the Adviser and a16z Perennial and such personnel sharing arrangements should be expected with respect to any future Other Advisory Business. To the extent Adviser personnel receive greater fees or other compensation with respect to an Other Advisory Business, such personnel will have economic incentives to favor such Other Advisory Business over a Fund. Thus, the creation of an Other Advisory Business could result in the allocation of fewer investment opportunities to the Funds and/or the allocation of fewer co-investment opportunities to a Fund’s investors due to the potential overlap of investment objectives and sharing of certain personnel. Relatedly, if an Other Advisory Business has investment objectives that differ from those of the Funds, Adviser personnel may take positions or actions on behalf of such Other Advisory Business that differ from, or are inconsistent with, the positions and actions that they take on behalf of a Fund, which may be disadvantageous to the Fund. Prospective investors should also understand and consider that the Adviser and its affiliates’ ability to engage in certain investment and noninvestment activities for the benefit of a Fund may be hindered by the existence of an Other Advisory Business, and such limitations may have an adverse effect on the Fund. As a result, prospective investors, by investing in a Fund, will be accepting the risk of the creation of Other Advisory Businesses during the Fund’s term, any adverse effects on the Fund that arise as a consequence and the potential conflicts of interests implicated by Adviser personnel receiving economic interests (such as carried interest grants) in any such Other Advisory Businesses’ investments.

Non-Investment Related Activities of the Adviser and its Affiliates The Adviser and its affiliates engage in a variety of non-investment activities, including community, educational, political, civic, charitable, and similar endeavors (collectively, “Outside Activities”). It is expected that key Adviser personnel will allocate some of their time to Outside Activities in a manner consistent with the time and attention requirements applicable to them in the Organizational Documents. While the time and resources the Adviser devotes to Outside Activities are generally intended to serve a business purpose and be beneficial to the Adviser and

the Funds as a whole, there can be no guarantee that these activities will directly benefit or enhance the value of a Fund or its portfolio companies. Prospective Investors evaluating a potential investment in a Fund should not expect that the Fund will see any benefits from the Adviser’s Outside Activities generally and, while not intended, there can ultimately be no guarantee that an Outside Activity will not directly or indirectly cause an adverse effect on a Fund or any of its portfolio companies.

Adviser’s Policies and Procedures; Information Wall The Adviser has implemented policies and procedures to address conflicts that arise as a result of its various activities, as well as regulatory and other legal considerations. Some of these policies and procedures, such as those relating to the Adviser’s information wall, also have the effect of reducing firm-wide synergies and collaboration that a Fund could otherwise expect to utilize for purposes of identifying and managing attractive investments. Personnel of the Adviser may be unable, for example, to assist with the activities of a Fund as a result of the wall. Furthermore, a breach in the information wall could result in a Fund being temporarily precluded from effecting a transaction. There can be no assurance that additional restrictions will not be imposed that would further limit the ability of the Adviser to share information internally.

Data The Adviser receives or obtains various kinds of data and information from the Funds and their portfolio companies, including data and information relating to business operations, trends, budgets, customers and other metrics, some of which is sometimes referred to as “big data”. The Adviser may be better able to anticipate macroeconomic and other trends, and otherwise develop investment themes, as a result of its access to this data and information from the Funds and their portfolio companies. Although the Adviser believes that these activities improve the Adviser’s investment management activities on behalf of the Funds, information obtained from a particular Fund and its portfolio companies also provides material benefits to the Adviser or other Funds without compensation or other benefit accruing to the particular Fund or its investors. For example, information from a portfolio company owned by a particular Fund may enable the Adviser to better understand a particular industry and execute investment strategies in reliance on that understanding for the Adviser and other Funds that do not own an interest in the portfolio company, without compensation or other benefit to the particular Fund or its investors. Furthermore, except for contractual obligations to third parties to maintain confidentiality of certain information, and regulatory limitations on the use of material nonpublic information, the Adviser is generally free to use data and information from a Fund’s activities to assist in the pursuit of the Adviser’s various other activities, including for the benefit of the Adviser or any of the other Funds. Any confidentiality obligations in a Fund’s Organization Documents do not limit the Adviser’s ability to do so. For example, the Adviser’s ability to trade in securities of an issuer relating to a specific industry may, subject to applicable law, be enhanced by information of a portfolio company in the same or related industry. Such trading may provide a material benefit to the Adviser without compensation or other benefit to a Fund or its investors.

The sharing and use of “big data” and other information presents potential conflicts of interest and any benefits received by the Adviser will not be shared with the Funds or Investors. As a result, the Adviser has an incentive to pursue investments that have data and information that can be utilized in a manner that benefits the Adviser or one or more Funds generally, but not a particular Fund.

Strategic Relationships The Adviser has entered, and it can be expected that the Adviser will enter, into strategic relationships with investors (and/or one or more of their affiliates) that involve an overall relationship with the Adviser that could incorporate one or more strategies in addition to the Funds’ strategies (“Strategic Relationships”). A Strategic Relationship often involves an investor agreeing to make a capital commitment to, or invest alongside, multiple Funds. Such investors will not receive a copy of any agreement memorializing a Strategic Relationship program (even if in the form of a side letter). Specific examples of such additional rights and benefits include, among others, specialized reporting, targeted amounts for co-investments alongside Adviser vehicles (including, without limitation, preferential or favorable allocation of co-investment, and preferential terms and conditions related to co-investment or other participation in Adviser vehicles), participation through special purpose vehicles (SPVs) or other affiliated vehicles, introductions to portfolio companies, rights to make crossover investments into existing portfolio companies, direct or indirect investments in portfolio companies outside of the Funds, other economic arrangements, and other rights with respect to existing or future portfolio companies. The co-investment that is part of a Strategic Relationship may include co-investment in investments made by the Funds. In certain circumstances, the Adviser may structure an investment with the expectation that a portion of such investment may be offered or syndicated to a Strategic Relationship participant. The Adviser, including its personnel, may receive compensation from Strategic Relationships and be incentivized to allocate investment opportunities away from a Fund to, or source investment opportunities for, Strategic Relationships, affiliated advisers (including a16z Perennial), or related vehicles over a Fund. Strategic Relationships and related SPVs or affiliated vehicles may therefore result in fewer co-investment opportunities (or reduced allocations) being made available to investors. The existence of Strategic Relationships may create conflicts of interest, including incentives for the Adviser to prioritize investments that may be more suitable for, or more likely to be syndicated to, Strategic Relationship participants. The Adviser addresses and mitigates such conflicts by reviewing transaction details prior to a deal closing to ensure allocation of investment opportunities among Funds and affiliated vehicles occurs in a manner the Adviser believes to be fair and consistent with its fiduciary obligations. In addition, the Adviser’s right to receive management fees from Strategic Relationships may differ. Allocation of Investment Opportunities The Adviser currently manages and will continue to manage, sponsor and close a variety of existing or future Funds that have, in whole or in part, overlapping investment objectives and/or guidelines, or that pursue similar returns but have different investment strategies or objectives. As a result, certain opportunities within a Fund’s mandate may be made by or shared with one or more other

Funds. Moreover, the Adviser encounters situations in which it must determine how to allocate investment opportunities among various Funds and other persons, which include, but are not limited to, the following:

The Funds;

Any co-investment vehicles that have been formed to invest side-by-side with one or more Funds in all or particular transactions entered into by such Fund(s) (the investors in such co-investment vehicles may include Adviser Investors and/or individuals and entities that are not investors in any Funds (“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 Funds in particular transactions entered into by such Fund(s); and

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

It is expected that some activities of the Adviser, the Funds, their portfolio companies and other persons will compete with a particular Fund and its portfolio companies for one or more investment opportunities that are consistent with such Fund’s investment objectives, and as a result such investment opportunities may only be available on a limited basis, or not at all, to the Fund. Moreover, under certain circumstances, investment opportunities sourced and/or identified by a Fund and that falls within such Fund’s investment strategy and objective may be allocated in whole or in part to portfolio companies, other Funds or their portfolio entities, the Adviser or other persons. The Adviser has conflicting loyalties in determining whether an investment opportunity should be allocated to a particular Fund or other persons, and these conflicts may not necessarily be resolved in favor of the Fund. In addition, principal executive officers and other personnel of the Adviser invest indirectly in and are permitted to invest directly in Funds and therefore participate indirectly in investments made by the Funds in which they invest. Such interests will vary Fund by Fund and create an incentive to allocate particularly attractive investment opportunities to the Fund in which such personnel hold a greater interest. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund. The Adviser has adopted guidelines and policies, which it may update from time to time, regarding allocation of investment opportunities. In general, the Adviser first determines which of the Funds are eligible to participate in a new investment opportunity and within which Fund investment strategies an investment opportunity may fall when there is potential overlap. The Adviser assesses whether such investment opportunity is appropriate for a particular Fund based on such Fund’s investment objectives, strategies, and structure as set forth in such Fund’s Organizational Documents. Prior to allocating a new investment opportunity to one or more Funds, the Adviser

determines whether additional factors may restrict or limit the offering of an investment opportunity to such Fund(s), including, but not limited to:

Obligation to Offer: the Adviser and its affiliates may be required to offer an investment opportunity to one or more Funds. This obligation to offer investment opportunities will generally be set forth in the applicable Fund’s Organizational Documents.

Related Investments: the Adviser may offer a new investment opportunity related to an investment previously made by one or more Fund(s) to such Fund(s) to the exclusion of, or resulting in a limited offering to, other Funds.

Legal and Regulatory Exclusions: the Adviser may determine that certain Funds should be excluded from participating in an investment opportunity due to specific legal, regulatory or contractual restrictions applicable to the participation of such persons in certain types of investment opportunities.

Conflicts of Interest: the Adviser will review each investment opportunity to identify and address any related conflicts of interest. This may include reviewing due diligence questionnaires, cap tables, and conducting additional due diligence checks of each investment opportunity.

The Adviser, in its sole discretion, will decide how to allocate such investment opportunity among the identified Funds on a case-by-case basis, subject to any requirements of the Organizational Documents of the relevant Funds, taking into account some or all of a wide range of factors, including, but not limited to:

Each Fund’s investment objectives and investment focus;

Transaction sourcing;

Each Fund’s liquidity and reserves;

Each Fund’s diversification;

Lender covenants and other limitations;

Available financing and permitted leverage;

Amount of capital available for investment by each Fund as well as each Fund’s projected future capacity for investment;

Each Fund’s targeted rate of return and/or exposures;

Stage of development of the prospective portfolio company or other investment;

Composition of each Fund’s portfolio;

The suitability as a follow-on investment for a current portfolio company of a Fund;

The availability of other suitable investments for each Fund;

Supply or demand of an investment opportunity at a given price level;

Risk considerations;

Cash flow considerations;

Asset class restrictions;

Industry and other allocation targets;

Minimum and maximum investment size requirements;

Cost and complexity of allocating an opportunity across more than one Fund;

Tax implications;

Legal, contractual or regulatory constraints;

Such other criteria as are reasonably related to the allocation of investments to one or more Funds; and

Any other relevant limitations imposed by or conditions set forth in the Organizational Documents of each Fund.

While this brochure describes various factors and guidelines that the Adviser reserves the right to consider in allocating investment opportunities, the Adviser retains sole discretion with respect to all allocation decisions, including with respect to which factors may be considered for a particular investment opportunity and how much weight to give to one or more factors in making any particular allocation decision. Thus, an investment opportunity may be offered to one eligible Fund to the exclusion of other eligible Funds or may be offered to one or more (but not necessarily all) eligible Funds for co-investment. Any sharing of an investment opportunity among eligible Funds will be determined by the Adviser on a case-by-case basis and would likely not be pro rata relative to the respective capital commitments (or remaining unfunded capital) of each such Fund. The Adviser’s general policy is to consider follow-on investment opportunities in a particular portfolio company on a priority basis for the Fund that has an existing investment in such portfolio company. If Funds of different vintages or strategies have an existing investment in a portfolio company, follow-on investment opportunities for that company generally will be first considered for the Fund or Funds that made the most recent investment in such portfolio company; provided,

that, subject to any consents or other conditions expressly required under the Organizational Documents of the applicable Funds, the Adviser may allocate such opportunities differently if it determines, in its sole discretion, that such different allocation is appropriate under the circumstances (including, without limitation if one of the Funds lacks sufficient unreserved capital for such follow-on investment or lacks sufficient liquidity in order to make such follow-on investment). To the extent that there is additional capacity in a follow-on investment opportunity after it is considered for one or more Funds with the existing investment in the company, the Adviser may offer such opportunity to other Funds or co-investors. For example, the Adviser intends to offer concentrated follow-on investment opportunities to its actively investing late-stage venture funds (and any related funds) or potential Strategic Relationships from time to time in existing portfolio companies of the Funds. When the Adviser determines not to pursue some or all of an investment opportunity for a particular Fund that would otherwise be within the Fund’s objectives and strategies, and the Adviser provides the opportunity or offers the opportunity to other Funds, the Adviser, including its personnel may receive compensation from such other Funds, whether or not in respect of a particular investment, including an allocation of carried interest, and any such compensation could be greater than amounts paid by the original Fund. As a result, the Adviser could be incentivized to allocate investment opportunities away from the original Fund to, or source investment opportunities for, the other Funds. In addition, in some cases, the Adviser may earn greater fees when the other Funds participate alongside or instead of the original Fund in an investment. The Adviser makes good faith determinations for allocation decisions based on expectations that may prove inaccurate and such determinations require it to make subjective judgments regarding application of the guidelines and arrangements described in this brochure. Information unavailable to the Adviser or circumstances not foreseen by the Adviser at the time of allocation, may cause an investment opportunity to yield a different return than expected. For example, an investment opportunity that the Adviser determines to be consistent with the return objectives of a lower return Fund rather than another Fund may not match the Adviser’s expectations and underwriting and generate an actual return that would have been appropriate for the latter Fund. Conversely, an investment that the Adviser expects to be consistent with a Fund’s return objectives may fail to achieve them. Any such judgments and application involves inherent conflicts and risks that assumptions regarding investment opportunities may not ultimately prove correct. As such, there can be no assurance that the subjective judgments made by the Adviser will prove correct in hindsight. a16z Perennial advises the a16z Perennial Venture Capital Fund, L.P. (the “Perennial VC Fund”), which makes investments in investment funds sponsored by the Adviser, venture capital funds sponsored by emerging third-party investment managers (“Third Party Funds”), and coinvestments directly into companies alongside Third Party Funds. Certain investments made by the Perennial VC Fund, in particular direct investments, are expected to be within the investment strategy of one or more Funds. Neither the Adviser nor a16z Perennial has an obligation to present such investment opportunities to the Funds, and investors should assume that the Perennial VC Fund will make direct investments that the Adviser, in the past through its network and connections

to a Third Party Fund (prior to the Perennial VC Fund’s formation), would have sourced and presented to the Funds. Use of Alternative Investment Vehicles In order to address legal, tax, regulatory, accounting, financing, operational or other similar considerations, the General Partners are generally authorized to cause certain Fund investments to be held inside, outside of, or beneath the Funds through one or more alternative investment vehicles and will require the Limited Partners to make such investments directly or indirectly through such vehicles. Additionally, the applicable General Partner may appoint an independent trustee, manager, or other fiduciary to serve as the control person in respect of an alternative investment vehicle. While the economic, governance and other substantive provisions governing any alternative investment vehicle are intended to be substantially the same as those of the Fund taking into consideration the legal, tax, regulatory, accounting, financing, operational or other similar results intended to be achieved, the rights of the Limited Partners in, and the obligations and duties of the General Partner as manager of, the alternative investment vehicle may differ from those applicable to the Fund by virtue of the specific terms, or jurisdiction of establishment, of the alternative investment vehicle. In addition, the structural attributes of certain alternative investment vehicles may result in divergent return characteristics for certain Limited Partners. Block Trades and Allocation Methodologies The Adviser or its affiliates may execute block trades on behalf of a Fund, including transactions entered into on a “no-names” or aggregated basis and subsequently allocated among them. The allocation of block trades involves judgment and discretion and may result in differences in execution price, transaction costs, timing or exposure among participating funds. There can be no assurance that a Fund will receive allocations that are advantageous or equivalent to those received by other managed funds, and the Fund may bear a disproportionate share of less favorable executions or residual positions. Errors, delays, changes in market depth of a Digital Asset or disputes in allocation processes could also result in unintended exposures or losses.

Allocation of Co-Investment Opportunities and Secondary Transactions In general, a Fund will be permitted to co-invest with other Funds, its Investors, Investors of other Funds, the Adviser’s affiliates and other parties with whom the Adviser has a material relationship. The allocation of co-investment opportunities is entirely and solely in the discretion of the Adviser, and it is expected that many investors who may have expressed an interest in co-investment opportunities will not be allocated any co-investment opportunities or may receive a smaller amount of co-investment opportunities than the amount requested. Furthermore, co-investment offered by the Adviser will be on such terms and conditions (including with respect to management fees, performance-based compensation and related arrangements and/or other fees applicable to co-investors) as the Adviser determines to be appropriate in its sole discretion on a case-by-case basis, which may differ amongst co-investors with respect to the same co-investment. In addition, the performance of other persons co-investing with a Fund is not considered for purposes of calculating the carried interest payable by the Fund to the Adviser. Furthermore, a Fund and co91

investors will often have different investment objectives and limitations, such as return objectives and maximum hold period. The Adviser, as a result, will have conflicting incentives in making decisions with respect to such opportunities. Even if a Fund and any such parties invest in the same securities on similar terms, conflicts of interest will still arise as a result of differing investment profiles of the investors, among other items. General Co-Investment Considerations. In exercising its discretion to allocate co-investment opportunities with respect to a particular investment among the Funds, and other potential coinvestors, the Adviser considers some or all of a wide range of factors, which include, but are not limited to, one or more of the following:

The Adviser’s evaluation of the size and financial resources of the potential co-investment party and the Adviser’s perception of the ability of that potential co-investment party (in terms of, for example, staffing, expertise and other resources) to efficiently and expeditiously participate in the investment opportunity with the Fund without harming or otherwise prejudicing the Fund, in particular when the investment opportunity is timesensitive in nature, as is typically the case;

Any requirements of any third-party lenders as to the identity of any investors participating as co-investors, or as to the creditworthiness of any co-investors, or as to the number of coinvestors, or as to other matters with respect to the investors in the transaction;

The size of the investment allocation available the Adviser (and not being allocated to any other investment funds and entities managed by the Adviser or any of its affiliates) and the practicality of splitting the allocation into smaller tranches;

Any confidentiality concerns the Adviser has that arise in connection with providing the other account or person with specific information relating to the investment opportunity in order to permit such potential co-investment party to evaluate the investment opportunity;

The expertise, knowledge and sophistication of the prospective co-investor with respect to the issuer, segment, industry, geographic region or other characteristics that are relevant to the investment;

The Adviser’s evaluation of its past experiences and relationships with the potential coinvestment party, such as the willingness or ability of the potential co-investment party to respond promptly and/or affirmatively to potential investment opportunities previously offered by the Adviser and the expected amount of negotiations required in connection with a potential co-investment party’s commitment;

The character and nature of the co-investment opportunity (including the potential coinvestment amount, structure, geographic location, tax characteristics and relevant industry);

Level of demand for participation in such co-investment opportunity;

Whether the prospective co-investor has expressed an interest in evaluating co-investment opportunities, including the perceived degree of that interest;

The Adviser’s evaluation of whether the investment opportunity subjects the potential coinvestment party to legal, regulatory, competitive, confidentiality, reporting, public relations, media or other burdens that make it less likely that the other account or person would act upon the investment opportunity if offered;

The Adviser’s evaluation of whether a particular potential co-investment party has provided value in the sourcing, establishing relationships, participating in diligence and/or negotiations for such potential transaction or is expected to provide value to the business or operations of a portfolio company post-closing;

The Adviser’s evaluation of whether the profile or characteristics of the potential coinvestment party may have an impact on the viability or terms of the proposed investment opportunity and the ability of the Fund to take advantage of such opportunity (for example, if the potential co-investment party is involved in the same industry as a target company in which the Fund wishes to invest, or if the identity of the potential co-investment party, or the jurisdiction in which the potential co-investment party is based, may affect the likelihood of the Fund being able to capitalize on a potential investment opportunity);

Whether the Adviser believes, in its sole discretion, that allocating investment opportunities to a potential co-investment party will help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits (including strategic, sourcing or similar benefits) to the relevant Fund or future funds and/or the Adviser; and

Whether a prospective co-investor or investor in a co-investment vehicle brings strategic value to a portfolio company of the Adviser.

The Adviser’s exercise of its discretion in allocating investment opportunities with respect to a particular investment among the persons, including the Funds, potential co-investors, Adviser Investors and Third Parties, and in the manner discussed above, may not result in proportional allocations among such persons, and such allocations may be more or less advantageous to some such persons relative to other such persons. For example, the Adviser will be incentivized to offer a co-investment opportunity to certain persons over others based on its economic arrangement with such persons. While the Adviser will determine how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which the Adviser is subject, discussed herein, did not exist. In the event the Adviser determines to offer an investment opportunity to co-investors, there can be no assurance that the Adviser will be successful in offering a co-investment opportunity to a potential co-investor, in whole or in part, that the closing of such co-investment will be

consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for the applicable Fund or that expenses incurred by such Fund with respect to the syndication of the co-investment will not be substantial. Further, it is possible that a potential co-investment party may experience financial, legal or regulatory difficulties and may, from time to time, have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a Fund and as a result, may take a different view from the Adviser as to appropriate strategy for an investment or may be in a position to take a contrary action to a Fund’s investment objective. In the event that the Adviser is not successful in offering a co-investment opportunity to potential co-investors, in whole or in part, a Fund may consequently hold a greater concentration and have exposure in the related investment opportunity than was initially intended, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. Additional Potential Conflicts of Interests With Respect to Co-Investment and Strategic Relationships Involving Co-Investment. The Adviser and its affiliates will in certain circumstances be incentivized to offer certain potential co-investors (including, by way of example, as a part of an overall strategic relationship, including a Strategic Relationship, with the Adviser) opportunities to co-invest in priority or on more favorable terms than other potential co-investors due to the amount of performance-based compensation, management fees or other fees paid by the coinvestor receiving the priority allocation or better terms (as well as any additional discounts or rebates avoided by allocating co-investments to such co-investor) or other aspects of such coinvestor’s relationship with the Adviser. The management fees, carried interest and other fees received by the Adviser and its affiliates from, and the amount of expenses charged to, a Fund may be less or more than such amounts paid by or charged to co-investment vehicles pursuant to the terms of such vehicles’ partnership agreements and other agreements with co-investors, and such variation in the amount of fees and expenses may create an economic incentive for the Adviser to allocate a greater or lesser percentage of an investment opportunity to the Fund or such coinvestment vehicles or co-investors, as the case may be. In addition, other terms of existing and future co-investment vehicles may differ materially, and in some instances may be more favorable to the Adviser, than the terms of a Fund, and such different terms may create an incentive for the Adviser to allocate a greater or lesser percentage of an investment opportunity to such Fund or such co-investment vehicles, as the case may be. For example, with respect to a Strategic Relationship that grants the Adviser pure deal-by-deal carried interest entitlements on coinvestment opportunities allocated with respect to such Strategic Relationship, if a Fund’s returns are not sufficient to entitle its General Partner to carried interest, there is an economic incentive to allocate such investment to the Strategic Relationship. Such incentives will from time to time give rise to conflicts of interest, and there can be no assurance that any investment opportunities that would have otherwise been offered to a Fund or investors through co-investment will be made available. Secondary Transactions. In addition, to the extent the Adviser has discretion over a secondary transfer of interests in a Fund pursuant to a Fund’s Organizational Documents, or is asked to

identify potential purchasers in a secondary transfer, the Adviser will do so in its sole discretion, generally taking into account the following factors:

The Adviser’s evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations;

The Adviser’s perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits to current or future Funds and/or the Adviser and the expected amount of negotiations required in connection with a potential purchaser’s investment;

Whether the potential purchaser would subject the Adviser, the applicable Fund, or their affiliates to legal, regulatory, tax, reporting, public relations, media or other burdens;

Requirements in the Fund’s Organizational Documents; and

Such other facts as it deems appropriate under the circumstances in exercising such discretion.

A purchaser’s potential investment into a future Fund may be considered but will not be the sole determining factor considered by the Adviser in determining whether to grant or withhold its consent to a secondary transfer of interests in a Fund.

Management of Multiple Funds; Conflicts Related to Purchases and Sales The Adviser may give advice or take actions with respect to the investment of one or more Funds that may not be given or taken with respect to other Funds with similar investment programs, objectives or strategies. As a result, Funds with similar strategies may not hold the same securities or achieve the same performance. In addition, a Fund may not be able to invest through the same investment vehicles or have access to similar credit or utilize similar investment strategies as another Fund. These differences will result in variations with respect to price, leverage and associated costs of a particular investment opportunity. The Adviser does not have a Chief Investment Officer who gives “top-down” direction with respect to investment positions or strategies on a Firmwide basis; as stated in “Section 4: Advisory Business,” investment advice is provided directly to the Funds subject to the discretion and control of the applicable Fund’s General Partner. This could result in situations where investment positions or actions taken for one Fund directly contradict those taken for other Funds. The Adviser may consider and reject an investment opportunity on behalf of one Fund and, the Adviser may subsequently determine to have another Fund make an investment in the same company. A conflict of interest arises because one Fund will, in such circumstances, benefit from the initial evaluation, investigation and due diligence undertaken by the Adviser on behalf of the original Fund considering the investment. In such circumstances, the benefitting Fund(s) will not

be required to reimburse the original Fund for expenses incurred in connection with researching such investment. The Funds may enter into borrowing arrangements that require the Funds to be jointly and severally liable for the obligations. If one Fund defaults on such arrangement, the other Funds may be held responsible for the defaulted amount. The Funds will only enter into such joint and several borrowing arrangements when the Adviser determines it is in the best interests of the Funds. Conflicts arise when a Fund makes investments in conjunction with an investment being made by other Funds, or in a transaction where another Fund has already made an investment. Investment opportunities may be appropriate for multiple Funds at the same, different or overlapping levels of a portfolio company’s capital structure, including in cryptocurrency tokens issued by such portfolio company. The Adviser invests in early-stage companies that generate potential investment opportunities for one or more Funds. The investment opportunities may be suitable for multiple Funds and will be allocated in accordance with the Adviser’s allocation policies. Conflicts arise in determining the terms of investments. Questions arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring raise conflicts of interest. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, the Funds may or may not provide such additional capital, and if provided each Fund will supply such additional capital in such amounts, if any, as determined by the Adviser. Additionally, where multiple Funds hold interests in the same portfolio investment, a subsequent investment by another Fund in such portfolio investment may dilute an existing Fund’s ownership percentage, voting rights, or economic participation in such investment. Such dilution may occur in connection with follow-on investments, additional financing rounds, recapitalizations, or other transactions involving the portfolio investment, including financing rounds completed at a valuation that is lower than the valuation at which an existing Fund made its initial or prior investment, which may impact the value of such Fund’s existing holdings and, to the extent new investors negotiate anti-dilution protections or preferential liquidation rights, may further subordinate the economic rights of the existing Fund relative to such new investors. Except as provided in the applicable governing documents, the Adviser is under no obligation to offer existing Funds the opportunity to participate in subsequent investment rounds on a pro-rata or other basis to maintain their ownership percentage. As a result, there can be no assurance that the terms of an existing Fund’s investment will remain as favorable following such subsequent investment, and the existing Fund’s relative share of any future distributions, proceeds, or voting rights with respect to the portfolio investment may be reduced. Investments by more than one Fund in a portfolio company or Digital Asset issued by a portfolio company will also raise the risk of using assets of a Fund to support positions taken by other Funds, or that a Fund may remain passive in a situation in which it is entitled to vote. The Adviser may also express inconsistent or contrary views of commonly held investments or of market conditions more generally. Employees and related persons of the Adviser have made and will likely continue to make capital investments in or

alongside certain Funds, and therefore will have additional conflicting interests in connection with these investments. There can be no assurance that the return of a Fund participating in 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. Certain portfolio companies in which a Fund invests may engage in activities that could adversely affect another Fund and/or its portfolio company, including, for instance, as a result of laws and regulations or certain jurisdictions (such as bankruptcy, environmental, consumer protection and/or labor or union laws) that may not recognize or permit the segregation of assets and liabilities between separate entities. Such jurisdictions may also allow for recourse against assets that are under common control with, or part of the same economic group as the entity that has incurred the liability. This may result in the assets of a Fund and/or a portfolio company being used to satisfy the obligations or liabilities of another Fund or its portfolio company. From time to time the Adviser will, in its discretion, enter into transactions with investors in a Fund to dispose of all or a portion of certain investments held by a Fund. In exercising its discretion to select the purchaser(s) of such investments, the Adviser may consider some or all of the factors listed above under “Allocation of Co-Investment Opportunities and Secondary Transactions”. The sale price for such transactions will be mutually agreed to by the Adviser and such purchaser(s); however, determinations of sale prices involve a significant degree of judgment by the Adviser. Although the Adviser is not obligated to solicit competitive bids for such sale transaction or to seek the highest available price, it will first determine that such transaction is in the best interests of the Fund, taking into account the sale price and the other terms and conditions of the transaction. There can be no assurance, in light of the performance of the investment following such a transaction, that such transaction will ultimately prove to be the most profitable or advantageous course of action for the applicable Fund(s). Any such transactions will comply with the Organizational Documents of the applicable Fund(s). The Funds will, from time to time, enter into equity commitment arrangements whereby, subject to any applicable documentation, a Fund agrees that upon the closing of a transaction with respect to a potential portfolio company, it will purchase equity securities in a transaction. Furthermore, in certain instances a Fund may also enter into limited guarantee arrangements whereby, subject to any applicable documentation, a Fund agrees that if a transaction with respect to a potential investment is not consummated, it will pay a percentage of the total value of the transaction as a “reverse termination fee” to the seller entity. While certain co-investment vehicles with investments contractually tied to a Fund (including co-investment vehicles through which Adviser personnel participate) are generally obligated to pay their proportionate share of the equity purchase price and/or the reverse termination fee (whether pursuant to the applicable Funds’ Organizational Documents or otherwise), such co-investment vehicles are generally not direct parties to the equity commitment arrangements or limited guarantees. Therefore, in the unlikely event that a co-investment vehicle defaults on such arrangement, the Funds would be held responsible for the entire equity purchase price or reverse termination fee, as applicable.

The Funds, from time to time, may co-invest with third parties through partnerships, joint ventures or other similar entities or arrangements. These investments involve risks that would not otherwise be present in investments where a third party is not involved. Such risks include, among other things, the possibility that the third party may have differing economic or business goals than those of the Funds, or that the third party may be in a position to take actions that are inconsistent with the investment objectives of the Funds. There may also be instances where a Fund will be liable for the actions of such third-party co-investors. There can be no assurance that the return of a Fund participating in a transaction with a third party 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.

Strategic Partner Funds The Adviser may manage or advise other investment funds that invest alongside a Fund on a dealby-deal basis where the sole investor of such vehicle is a strategic partner (a “Strategic Partner Fund”), and such Strategic Partner Funds may not invest consistently with the applicable Fund’s investments. As a result, a Fund’s interests in portfolio companies may be diluted due to the participation of a Strategic Partner Fund and the applicable strategic partner’s ability to exercise control over the investments in which it participates.

Investments with the Intent to Syndicate In order to facilitate investments, a Fund may make (or commit to make) an investment with a view to selling a portion of such investment to other Funds. Such Fund may obtain third-party financing prior to or within a brief period after the closing of the acquisition of such investment. Such investments will typically be sold to such other Funds at fair value, at cost plus an interest component, or at such other price determined by the Adviser in good faith under the circumstances and in accordance with any fiduciary obligation of the Adviser under applicable law. In the event a Fund makes such an investment, the Fund will bear the risk that any or all of the excess portion of such investment may not be sold or financed or may only be sold or financed on unattractive terms and that, as a consequence, such Fund may bear the entire amount of any breakup fee or other fees, costs and expenses related to such investment, hold a larger portion than expected of such investment (and thus the Fund’s investment portfolio could become significantly concentrated in a particular investment) or may realize lower than expected returns from such investment. A Fund will also bear the risk that any persons or entities acquiring an interest in such an investment after the closing of such investment may acquire such interest on terms that may not reflect the then-current value of such investment. A Fund is permitted to borrow to fund the portion of an investment that it intends to sell to other persons or entities. If such other persons or entities do not ultimately invest in such investment, the Fund will bear the interest and other expenses relating to any such borrowing or investment as well as any broken deal expenses related thereto.

Principal Transactions Section 206 under the Advisers Act regulates principal transactions between an investment adviser (like the Adviser) and certain of its affiliates, on the one hand, and the clients thereof (like the Funds), on the other hand. Generally, if an investment adviser proposes to purchase a security from, or sell a security to, a client (in what is commonly referred to as a “principal transaction”), such adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. Subject to the requirements of Section 206 of the Advisers Act and any other requirements of an applicable Fund’s Organizational Documents, the Adviser and its affiliates may occasionally engage in principal transactions with the Funds (including, for the avoidance of doubt, when a Fund invests in Incubated Companies). The Adviser has established certain policies and procedures designed to comply with the requirements of the Advisers Act as they relate to principal transactions regarding securities, including that disclosures regarding any proposed principal transactions be made in accordance with Section 206 of the Advisers Act, and that the requisite advance consent to the transaction is received prior to consummating such a transaction.

Cross-Transactions In certain cases, the Adviser may cause a Fund to purchase investments from another Fund or may cause a Fund to sell investments to another Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Fund may not receive the best price otherwise possible, or the Adviser might have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Additionally, in connection with such transactions, the Adviser, its affiliates and/or their professionals (i) may have significant investments, or intentions to invest, in the Fund that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). The Adviser and its affiliates have the potential to receive management or other fees and/or Carried Interest in connection with their management of the relevant Funds involved in such a transaction and may also be entitled to share in the investment profits of the relevant Funds. To address these conflicts of interest, in connection with effecting such transactions, the Adviser will follow the investment allocation requirements of the relevant Funds. To the extent such matters are not addressed in the investment allocation requirements, the Adviser’s CCO will be responsible for confirming that the Adviser (i) considers its respective duties to each Fund, (ii) assesses whether the purchase or sale and price or other terms are comparable to what could be obtained through an arm’s length transaction with a third party on commercially reasonable terms, and (iii) obtains any required approvals of the transaction’s terms and conditions. In addition, pursuant to the Fund’s Organizational Documents, the General Partner of a Fund may form parallel funds for tax or other reasons, and the Organizational Documents may provide for a fixed, parallel investment ratio, which is generally pro rata, among a Fund and its related parallel funds. Because parallel funds can hold closings at various times during a Fund’s fundraising period, a Fund may need to rebalance the holdings of the applicable Fund and/or parallel funds to maintain

the fixed investment ratio between the Fund and such parallel funds. In such an event, the General Partner of a Fund is generally authorized to cause the Fund to buy or sell a portion of the securities of each of the portfolio companies of a Fund to or from such parallel funds. This may cause a conflict of interest because the General Partner must determine the price that a Fund or parallel fund will pay for such securities. Generally, pursuant to the applicable Organizational Document, the price will be equal to the cost basis of the securities if the purchase and sale occurs within twelve months of its original purchase or at a price equal to the fair market value of such securities as of the date of such sale if it occurs after twelve months of its original purchase, or as approved by the applicable advisory committee.

Bulk Sales of Assets; Sales of Assets by Multiple Funds While typical exit scenarios for a Fund’s investments are expected to consist of acquisitions of portfolio companies by third-party buyers (including other venture capital or private investment funds) or sales or distributions of publicly traded securities by the Fund following a portfolio company’s initial public offering, the Adviser may determine that it is in the best interests of the Fund to dispose of one or more portfolio investments to a secondary buyer in a negotiated transaction (or in a similar transaction). The specific portfolio investments selected to be included in any such transaction would be determined by the Adviser in its sole discretion, considering such factors as it deems to be relevant under the circumstances, which may include: contractual restrictions and other relevant provisions in agreements related to the Fund’s investments in a portfolio company (such as rights of first refusal in favor of third parties); the Fund’s level of ownership of a portfolio company; the amount of gain (or loss), realized and unrealized, on the Fund’s investment in a portfolio company (and for the Fund as a whole) at the time of such disposition opportunity; liquidity needs for the Fund and the investment cycle of the Fund; respective holding periods for the Fund’s investments; the nature of each investment; the Adviser’s relationships with such company and its founders and executives; current and anticipated market conditions; and tax, legal or regulatory considerations. While this type of transaction results in earlier liquidity for a Fund, the total proceeds received by the Fund could be less than the amount the Fund would have received if it had continued to hold each investment until the applicable portfolio company itself had a liquidity event (such as an acquisition or an initial public offering). To the extent that multiple investments of a Fund are sold in any such transaction, the amount of proceeds received by the Fund with respect to such investments may be less than the amount that could have been obtained if such assets had been sold separately, and may be at a discount to the value at which the Fund was carrying such investment at the time of the applicable transaction. In addition, a Fund may sell investments alongside other Funds in such a transaction. In connection with any such transaction, it is expected that the sale proceeds (and certain related transaction expenses) will need to be allocated among the participating sellers. The allocation methodology that is ultimately utilized may take into account a number of factors, including, without limitation, the relative values for the applicable investments that the various Funds reported to their respective investors, the relative values assigned to the investments (or certain investments) being sold in the transaction by the secondary buyer (which could be influenced by the buyer’s desire to discourage other parties from exercising

rights of first refusal, co-sale or other similar rights), adjustments to the transaction price to account for distributions received and/or contributions made by the Funds with respect to any such investments between the “record date” and the closing date of the transaction and/or such other adjustments and considerations deemed relevant by the Adviser. Accordingly, the amount of proceeds (and related transaction expenses) that would be allocated among the Funds is uncertain and could be materially different than would be the case had other factors been considered relevant (or more relevant) by the Adviser. Conflicts may arise with respect to any such allocation methodology, as the Adviser may have an incentive to allocate such proceeds and transaction expenses among the Funds in a manner that it believes will maximize the amount distributable to the Adviser and its affiliates with respect to the “carried interest” payable by the Funds. When a Fund sells investments alongside other Funds, there are also potential situations where Funds will enter the market seeking different price targets and as a result may not trade at the same fill rate, price or method of transacting. Additionally, Funds holding the same asset may not choose to transact such assets at the same time due to a variety of factors such as differing target prices or other market factors. Additionally, there may be situations where one Fund is selling the asset while another Fund is buying or holding the same asset due to various factors. Where the Fund has invested in the same asset as another Fund, dispositions, or decisions not to dispose, of such investments by each Fund will be determined by the Adviser and applicable General Partner on a case-by-case basis and will not necessarily be made at the same time or in proportion to dollars invested in that company or relative ownership percentages in that asset. In such cases, the Adviser and applicable General Partner will allocate disposition opportunities among the Fund and such other Fund in their discretion, taking into account the factors identified above and such other factors that the Adviser and applicable General Partner may determine to be relevant.

Secondaries and Other Adviser-Led Transactions There continues to be a significant market in the private fund sector for secondary sales, general partner-led transactions, continuation funds, successor fund investments and other transactions for the disposition of investments, and the Adviser may dispose of (or seek additional capital for) a Fund’s investments through such means. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase a portion of one or more investments that will continue to be managed by the Adviser following the transaction. Such transactions are undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing investors and maintaining exposure to an asset where the Adviser believes there is the potential for additional value generation. Where undertaken, existing investors 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 Adviser), often on different terms than the original investment.

Each of these transactions has the potential for conflicts between the interests of a Fund or investor and those of the Adviser or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where the Adviser will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction (potentially in addition to performance-based compensation earned by the Adviser or a General Partner on the sale of an asset from the corresponding Fund in such transaction), their incentives are expected to diverge from those of investors who elect to sell their interests. Similarly, there are potential conflicts of interest among a Fund, the Adviser and any buyer group relating to the valuation and consideration offered for the investment(s) subject to the transaction. To the extent a General Partner or the Adviser requires existing investors and/or new buyers to commit capital to a continuation fund or another Fund in addition to the purchase amount paid in a transaction, such requirement is expected to have a dilutive effect on the purchase price for the Fund and its investors. There can be no assurance that any such transaction will accurately reflect the fair market value of the Fund investment(s) being sold. Further, the Adviser is expected to be incentivized 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.

Formation of New Businesses The Adviser may establish or acquire new business units and/or provide new services in the future (including businesses in the asset and investment management space that advise investment vehicles that overlap with the Funds). Any revenue or fees generated by such newly established or acquired businesses will be for the benefit of the Adviser and will not otherwise benefit the Funds or offset any Advisory Fee or other fees owed to the Adviser. Clients of such new business units may also be affiliated with investors in the Fund. Certain personnel of the Adviser (for both of the Adviser’s existing business and future business units) may have interests in performance-based economics and compensation that may be payable by clients of new business units, on the one hand, and from Advisory Fees and Carried Interest payable by a Fund, on the other hand. Such arrangements may create incentives for the Adviser to recommend investment opportunities to clients of such new business units and away from the Funds. In addition, certain new business units, such as a16z Perennial, may provide services to certain portfolio company executives, employees of the Adviser and its affiliates, as well as investors of the Funds.

Advisory Committee Rights Each Fund is authorized to establish an advisory committee consisting of representatives of its investors. A conflict of interest may exist when some, but not all Limited Partners, are permitted to designate a member to the advisory committee. The advisory committee also has the ability to approve conflicts of interests with respect to the Adviser and the Fund, which could be disadvantageous to the investors, including those investors who do not designate a member to the advisory committee. Representatives of the advisory committee may have various business and other relationships with the Adviser and its partners, employees and affiliates. These relationships may influence the decisions made by such members of the advisory committee.

In addition, certain Funds have designated the advisory committee of another Fund (e.g., the main Fund into which such Funds invest or invest alongside) to act as their advisory committee. While it is generally expected that the interests of a Fund will be aligned with the interests of the Funds it invests in or invests alongside, such alignment of interests may not always exist. Currently, the Funds that have established an advisory committee have appointed the same set of representatives to their committees (i.e., such Funds have identical advisory committees). While it is generally expected that the interests of the advisory committee members in each Fund will incentivize them to represent the interests of each Fund, a conflict of interest exists to the extent that an advisory committee member has differing incentives vis-à-vis its interests in the different Funds. Funds with respect to which an advisory committee member’s interest is less aligned may be disadvantaged compared to Funds with respect to which an advisory committee member’s interest is more aligned.

Valuations The Adviser’s exercise of discretion in valuing the assets of the Funds gives rise to conflicts of interest, as such valuations influence the Adviser’s track record and the Carried Interest and/or Advisory Fees payable by Investors are calculated based, in part, on such valuations. The Adviser intends to apply its valuation policies and procedures, as in effect from time to time, in determining the valuation of the assets of the Funds. In addition, annual valuations of a Fund’s portfolio investments are reviewed by the Fund’s auditors in connection with the preparation of the Fund’s audited financial statements.

Fee and Expense Structure Because there is a fixed investment period after which capital from investors in a Fund may only be used in limited circumstances and because Advisory Fees are, at certain times during the life of the Funds, based on capital invested by the Funds, this fee structure creates an incentive to deploy capital when the Adviser may not otherwise have done so. Additionally, as discussed above in Item 6, each General Partner of a Fund is entitled to Carried Interest under the terms of the Organizational Documents of such Funds. Such General Partner is an affiliate of the Adviser. The existence of the General Partner’s Carried Interest creates an incentive for a General Partner to cause the relevant Fund to make more speculative investments than they would otherwise make in the absence of performance-based compensation. Pursuant to the Organizational Documents, the General Partner may be required to return excess distributions of Carried Interest as a “clawback”. This clawback obligation creates an incentive for the General Partner to defer disposition of one or more investments or delay the liquidation of a Fund if the disposition and/or liquidation would result in a realized loss to the Fund or would otherwise result in (or exacerbate) a clawback situation for the General Partner. Because certain expenses are paid for by the Funds and/or their portfolio companies or, if incurred by the Adviser, are reimbursed by a Fund and/or its portfolio companies, the Adviser may not

necessarily seek out the lowest cost options when incurring (or causing the Fund or its portfolio companies to incur) such expenses.

Transactions Between Portfolio Companies of the Funds and Former Adviser Employees The Adviser is permitted to, in its discretion, cause a Fund and its portfolio companies to have ongoing business dealings, arrangements, or agreements with persons who are former employees or executives of the Adviser. Such Fund and its portfolio companies would bear, directly or indirectly, the costs of such dealings, arrangements, or agreements. In such circumstances, there may be a conflict of interest between the Adviser and the Fund (or its portfolio companies) in determining whether to engage in or to continue such dealings, arrangements, or agreements, including the possibility that the Adviser may favor the engagement or continued engagement of such persons even if a better price or quality of service could be obtained from another person.

Providers of Operations Support The portfolio companies will from time to time engage with other companies and individuals (“Operations Support Providers”), which include affiliates of the Adviser or General Partners, employees of such affiliates, portfolio companies of other Funds, third party consultants (including specialized consultants, external executives, and industry advisory roundtable members), venture partners, entrepreneurs-in-residence, executives-in-residence, consultants, contractors, or advisers (as those terms are generally understood in the venture capital and private equity industries) of the Adviser. The Operations Support Providers are engaged to provide operational support, specialized operations, introductions to relevant third parties and consulting services and similar or related services to, or in connection with, one or more portfolio companies (“Operations Support Services”). These arrangements may be memorialized in a formal written agreement or may be informal and are negotiated individually, depending upon the anticipated Operations Support Services to be provided. Operations Support Providers may be offered the ability to co-invest alongside Funds, including in investments in which such Operations Support Provider is involved or participates in the management thereof. Any compensation, including fees, equity interests and reimbursement of expenses will be paid for by the portfolio companies and will not offset or otherwise reduce the Advisory Fee. To the extent a portfolio company grants equity interest to an Operations Support Provider, such grant will have a dilutive effect on other investors in the portfolio company including one or more Funds.

Service Providers The Adviser engages certain service providers to provide services to the Adviser, the Funds and/or the portfolio companies, including services during the due diligence and acquisition process. Such service providers are, in certain circumstances, Fund portfolio companies, investors in a Fund or affiliates of such investors and may include, for example, investment or commercial bankers, outside legal counsel pension consultants and/or other investors who provide services (including mezzanine and/or lending arrangements). The engagement of any such service provider may be concurrent with an investor’s admission to a Fund, or during the term of such investor’s investment

in the Fund. This creates a conflict of interest, as the Adviser may give such investor preferred economics or other terms with respect to its investment in a Fund or may have an incentive to offer such investor co-investment opportunities that it would not otherwise offer to such investor. Additionally, Adviser personnel and/or their family members or relatives may have ownership, employment, or other interests in such service providers. These relationships that an Adviser may have with a service provider can influence the Adviser in determining whether to select or recommend such service provider to perform services for a Fund or a portfolio company. The Adviser will have a conflict of interest with a Fund in recommending the retention or continuation of a service provider to the Fund or a portfolio company if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in Funds or will provide the Adviser information about markets and industries in which the Adviser operates or is interested or will provide other services that are beneficial to the Adviser. Although the Adviser selects service providers that it believes will enhance portfolio company performance (and, in turn, the performance of the applicable Fund), there is a possibility that the Adviser, because of financial, business interest, or other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. While the Adviser often does not have visibility or influence regarding advantageous service rates or arrangements, there will be situations in which the Adviser receives more favorable service rates or arrangements than the Funds or their portfolio companies. The Adviser or its affiliates and service providers, often charge varying amounts or may have different fee arrangements for different types of services provided. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required, and the time demands of the service provider. As a result, to the extent the services required by the Adviser or its affiliates differ from those required by the Funds and/or its portfolio companies, the Adviser and its affiliates will pay different rates and fees than those paid by the Fund and/or its portfolio companies. Notwithstanding the foregoing, the Adviser generally does not enter into any arrangement with a service provider that provides for a lower rate or discount than those available to a Fund or a potential portfolio company for comparable services. In connection with its services to the Funds and their investments, the Adviser, its affiliates and personnel expect to receive the benefit of certain tangible and intangible benefits. For example, in the course of the Adviser’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, the Adviser and its personnel expect to receive and benefit from information, “knowhow,” experience, analysis and data relating to Fund or portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “Adviser Information”). In many cases, Adviser Information will include tools, procedures and resources developed by the Adviser to organize or systematize Adviser Information for ongoing or future use. Although the Adviser expects its Funds and their portfolio companies generally to benefit from the Adviser’s possession of Adviser Information, it is possible that any benefits will be experienced solely by other or future Funds or portfolio companies and not by the Fund or portfolio company from which Adviser Information was originally received. Adviser Information will be the sole intellectual property of the Adviser and

solely for the use of the Adviser. The Adviser reserves the right to use, share, license, sell or monetize Adviser Information, without offset to Advisory Fees, and the relevant Fund or portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization.

Financing of General Partners’ Capital Commitments Members and assignees of a General Partner may enter into one or more credit facilities, preferred equity or other investment structures in order to finance all or a portion of their capital commitments to the General Partner or an employee parallel Fund. Any such financing structures are likely to be secured by their interests in the General Partner, other interests held in general partner entities of other Funds or certain other interests. Adviser affiliated persons may pledge their interests in a General Partner’s capital commitment to a Fund in order to obtain financing from lenders and the Organizational Documents will not include limitations on the amount of their interests they may pledge.

Selection of Intermediaries, Exchanges, and Counterparties The Adviser is subject to conflicts relating to its selection of intermediaries, exchanges, and counterparties on behalf of a Fund. Portfolio transactions for a Fund will be allocated to intermediaries, exchanges and counterparties on the basis of numerous factors, and will not necessarily always be allocated to the third party with the lowest pricing. Certain intermediaries, exchanges and counterparties provide other services that are beneficial to the Adviser, but not necessarily beneficial to the Fund, which may create an incentive for the Adviser to allocate transactions to those intermediaries, exchanges or counterparties. In addition, the Funds from time to time invest in intermediaries, exchanges or other service providers to pooled investment funds or other investors in Digital Assets, including businesses that focus on storage, security and custody of Digital Assets. The Adviser has an incentive to cause a Fund to transact with such intermediaries, exchanges or other service providers, including where similar services are available from other third parties on terms that are more beneficial to the Fund.

Side Letter Agreements; Disclosures The Adviser from time to time enters into certain side letter arrangements with certain Investors in a Fund, which provide different or preferential rights or terms, including, but not limited to, different fee structures, certain information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, and certain liquidity or transfer rights. Other side letter rights are likely to confer benefits on certain Limited Partners 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. It is expected that the Adviser will be required to disclose to Investors in a Fund the existence of, and certain details regarding, such side letter arrangements, although such disclosure will not entitle other Investors in the Fund to receive the same treatment described in the disclosure.

Due in part to the fact that potential investors in a Fund (including purchasers of a Limited Partner’s interests in a secondary transaction) or a co-investment opportunity may ask different questions and request different information, the Adviser from time to time provides certain information to one or more prospective investors that it does not provide to all of the prospective investors or Limited Partners.

Other Potential Conflicts of Interests The Adviser, its affiliates and their personnel and related parties will receive intangible and other benefits, discounts and perquisites arising or resulting from their activities on behalf of the Funds, which will not offset or reduce Advisory Fees or otherwise be shared with the Funds, their portfolio companies or the Investors. For example, airline travel or hotel stays will result in “miles” or “points” or credit in loyalty or status programs, and such benefits will, whether or not de minimis or difficult to value, inure exclusively to the benefit of the Adviser, its affiliates or their personnel or related parties receiving it, even though the cost of the underlying service is borne by the Funds as Fund expenses or by their portfolio companies. Similarly, the Adviser, its affiliates and their personnel and related parties, and third parties designated by the foregoing, also may receive discounts on products and services provided by portfolio companies and customers or suppliers of such portfolio companies. Given the collaborative nature of the Adviser’s business and the portfolio companies in which the Funds invest, there will likely be situations where the Adviser is in the position of recommending the services of a portfolio company to other portfolio companies of the Funds, which may involve fees, commissions, servicing payments and/or discounts to the Adviser, an affiliate, or a portfolio company. The Adviser will have a conflict of interest in making such recommendations, as the Adviser has an incentive to maintain goodwill between it and the existing and prospective portfolio companies of the Funds, while the products or services recommended may not necessarily be the best available to the portfolio companies held by the Funds. The benefits received by a portfolio company providing a service may be greater than those received by a Fund and its portfolio companies receiving the service. The Adviser has an incentive to recommend the products or services of its affiliates, certain Investors or prospective Investors, certain third parties, or their related businesses to the Funds or their portfolio companies for use or purchase, even though the products or services recommended may not necessarily be the best available to the Funds or their portfolio companies. Portfolio companies in which the Funds invest provide services to certain Fund Investors. The Adviser has an incentive to cause the portfolio company to favor those Investors relative to other portfolio company clients or customers in terms of pricing or otherwise, which could adversely affect the portfolio company’s profitability to the Funds. Additionally, the portfolio company could recommend to its clients or customers that they invest in the Funds. The Adviser and/or its affiliates may engage in business opportunities arising from a Fund’s investment in a portfolio company (for example, without limitation, entering into a joint venture with a portfolio company or making a proprietary investment in a portfolio company). This creates

a conflict of interest, as such interests are a benefit arising from a Fund’s investment and may vary from the Fund’s interest (e.g., whether to make a follow-on investment and, if so, how much should be allocated to the Fund). In certain instances, a Fund’s portfolio companies may compete with, or be a customer of, or a service provider to, another portfolio company of the same Fund or a different Fund. In providing advice to a portfolio company’s business, the Adviser is not obligated to, and need not, take into consideration the interests of other relevant portfolio companies. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by the Adviser to a portfolio company may have adverse consequences to a separate portfolio company. The Adviser has instituted a marketplace program under which the Funds’ portfolio companies and other vendors are given the option to make introductions to portfolio companies and offer services. Program participants expect to receive discounts negotiated with various vendors and service providers, including portfolio companies, on a groupwide basis. Participants voluntarily participate in the program without cost. From time to time, the Adviser and its affiliates and personnel and persons selected by them expect to receive the benefit of “friends and family” and similar discounts from the Funds’ portfolio companies under which such portfolio companies make their goods and/or services available at reduced rates. Because portfolio companies offer such discounts to customers other than the Adviser and such persons as part of their standard commercial practices in an effort to expand their respective customer bases, the Adviser 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 the Adviser, any other portfolio company or third parties have the potential to affect the returns of the portfolio company. There are complex arrangements among the Funds, the Adviser, investors, and other relevant parties. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the Organizational Documents may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Adviser will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to the Funds or the Investors. The Adviser and the Funds will generally engage common legal counsel and other advisers in a particular transaction, including a transaction in which there may be conflicts of interest. Members of the law firms engaged to represent the Funds may be investors in the Funds and may also represent one or more portfolio companies or Investors in the Funds. In the event of a significant dispute or divergence of interest between a Fund and the Adviser, the parties may engage separate counsel in the sole discretion of the Adviser, and in litigation and other circumstances separate representation may be required. Additionally, the Adviser and a Fund and the portfolio companies

of a Fund may engage other common service providers. In certain circumstances, the service provider may charge varying rates or engage in different arrangements for services provided to the Adviser, the Fund, and/or the portfolio companies. This may result in the Adviser receiving a more favorable rate on services provided to it by such a common service provider than those payable by the Fund and/or the portfolio company, or the Adviser receiving a discount on services even though the Fund and/or the portfolio companies receive a lesser, or no, discount. This creates a conflict of interest between the Adviser, on the one hand, and the Funds and/or portfolio companies, on the other hand, in determining whether to engage such service providers, including the possibility that the Adviser will favor the engagement or continued engagement of such persons if it receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by the Funds and/or the portfolio companies. The Adviser from time to time receives material, non-public information regarding issuers, including through its members who participate on the board of directors of other entities, which in some cases may expose such persons to material non-public information regarding other issuers that may fall within a Fund’s investment objectives. Under applicable law and policies Adviser personnel are generally prohibited from disclosing or using material non-public information for their own personal benefit or for the benefit of any other person, regardless of whether that person is a client. Accordingly, should an employee of the Adviser obtain material, non-public information with respect to an issuer, he or she is generally prohibited from communicating that information to, or using that information for the benefit of, the Funds. Accordingly, receipt of material nonpublic information by the Adviser or its employees may impact the ability of a Fund to buy, sell or hold certain investments, which may adversely impact the Fund’s investment results. The Adviser has no obligation or responsibility to disclose the information to, or use such information for the benefit of, any person (including clients) even if requested by the Adviser or its affiliates and even if failure to do so would be detrimental to the interests of that person.

Resolution of Conflicts In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: (1) A Fund will not make an investment unless the Adviser believes that such investment is an appropriate investment considered from the viewpoint of the Fund; (2) Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the Organizational Documents for the Fund; (3) Each Fund has established an advisory committee, consisting of representatives of investors not affiliated with the Adviser. The advisory committee meets as required to consult with

the Adviser as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, the Adviser will be guided by its good faith discretion; (4) Where the Adviser deems appropriate, unaffiliated third parties may be used to help resolve conflicts; and (5) Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund. In addition, certain provisions of a Fund’s Organizational Documents are designed to protect the interests of investors in situations where conflicts exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest will be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives.

Selection of Brokers and Dealers For each of the Funds, the Adviser has, subject to the direction of such 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 the Fund involving a broker-dealer, the Adviser will seek “best execution” of the transaction except to the extent it may be permitted to pay higher brokerage commissions in exchange for brokerage and research services (as discussed below). “Best execution” means obtaining for a 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. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser’s investment team 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 addition, the Adviser may consider the use of Electronic Communications Networks (“ECNs”) when placing trades on behalf of the Funds. When purchasing or selling over-the-counter securities with market makers, the Adviser generally seeks

to select market makers it believes to be actively and effectively trading the security being purchased or sold. In order to monitor best execution, the Adviser’s investment team, in consultation with the Adviser’s CCO, will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Fund. The Adviser also maintains policies and procedures related to selection and utilization of Digital Asset exchanges. Similar to selection of brokers or dealers, the Adviser’s investment team takes into account all factors deemed relevant to a Digital Asset exchange’s execution capability, including but not limited to, cybersecurity of the exchange, reputation and experience, and any related custody solutions offered by the exchange. The Adviser does not receive “soft dollars” in connection with its use of broker-dealers.

Aggregation of Trades The Adviser may aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security or Digital Asset. The Adviser 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. The Adviser may combine orders on behalf of Funds with orders for other Funds for which it has trading authority, or in which it has an economic interest. In such cases, the Adviser generally aggregates trade orders for publicly traded securities and including Digital Assets, so that each participating Fund will receive the average price for each execution of a transaction. However, in certain instances orders may be staged in smaller increments where necessary to avoid moving the price of the asset in the market. The increments will generally be determined based on market factors. If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon the Adviser’s procedures for allocation of investment opportunities, as described in Item 11 above.

Advisory Fees received by the Adviser are generally reduced by the amount of such fees paid by a Fund. As some Funds do not pay Advisory Fees, any such reduction will not benefit such Funds.

of the vote. The Adviser or General Partner does not permit voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Adviser’s general policy to vote or give consent on all matters presented to security holders in any Vote. However, the Adviser reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Adviser’s CCO or the relevant Adviser investment professional, the costs associated with voting such Vote outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. If an investment professional is making the voting decision, the investment professional will inform the CCO of any such voting decision, and if the CCO does not object to such decision as a result of his or her conflict of interest review, the Vote will be voted in such manner. In the event of a conflict of interest with respect to a Vote, the Adviser’s voting policies and procedures provide that the CCO may address the conflict using several alternatives, including by consulting with the Adviser’s Managing Member or a Fund’s General Partner. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client or prospective client upon written request to: a16z Capital Management, L.L.C., 2865 Sand Hill Road, Menlo Park, CA 94025.

Item 18. Financial Information