Spectrum Equity: investment adviser

The Spectrum Funds’ investment activity, and consequently SEM’s advisory business, is principally focused on growth stage investments in software, data and consumer internet businesses. The Spectrum Funds principally seek investment opportunities in private companies with established business models that are run by founder -led or existing management teams, which may be supplemented or enhanced during the hold period, and that present opportunities for future growth, either organically, through acquisition, or both. The Spectrum Funds’ investment portfolios include private companies and public companies. As either a minority or majority investor, the Spectrum Funds provide equity capital in a wide variety of transactions including: •

Primary capital for growth;

•

Recapitalizations and dividends;

•

Acquisition financings; and

•

Secondary share purchases.

SEM provides the services described above pursuant to a series of contracts with the Spectrum Funds . Generally, an entity affiliated with SEM acts as the general partner of each Spectrum Fund, and SEM serves as investment adviser to each Spectrum Fund. References to SEM in this Brochure include, as the context requires, affiliates through which SEM provides investment advisory services or that act in any capacity referenced in the previous sentence . SEM tailors its advisory services to the specific investment objectives and restrictions of each Spectrum Fund as set forth in such Spectrum Fund’s confidential offering memorandum (or similar offering documents), limited partnership agreement, subscriptio n agreement , investment management agreement and/or other governing documents . Investors and prospective investors of each Spectrum Fund should refer to the confidential offering memorandum (or similar offering documents), limited partnership agreement, su bscription agreement, investment management agreement and/or other governing documents (collectively, the “ Governing Documents ”) of the applicable Spectrum Fund for complete information on the investment objectives and

investment restrictions with respect to such Spectrum Fund. SEM and its affiliates make no assurance that any of the Spectrum Funds’ investment objectives will be achieved. In accordance with common industry practice, one or more of the Spectrum Funds and/or their general partners have entered into “side letters” or similar agreements with certain investors pursuant to which the general partner of the applicable Spectrum Fund grants such investors specific rights, benefits, or privileges that are not made available to investors generally. Certain current and/or former employees, consultants, advisors of SEM and other persons with a strategic relationship with SEM are typically given the opportunity to invest on a side -by-side basis with the Spectrum Funds through one or more co investment v ehicles that are structured to facilitate those investments (each, an “ Employee Investment Fund ”). SEM generally forms separate Employee Investment Funds to co -invest alongside most Spectrum Funds. SEM does not participate in any wrap fee programs. SEM manages all assets on a discretionary basis in accordance with the terms and conditions of each Spectrum Fund’s Governing Documents . As of December 31, 202 5, the amount of assets SEM manages on a discretionary basis is $7,319,267,75 3.

Except for Spectrum VI Co -Investment Fund, L.P., Spectrum VII Co -Investment Fund, L.P., Spectrum VIII Co -Investment Fund, L.P., Spectrum IX Co -Investment Fund, L.P., Spectrum X Co -Investment Fund, L.P., Spectrum VI Investment Managers’ Fund, L.P., Spectrum VII Investment Managers’ Fund, L.P., Spectrum VIII Investment Managers’ Fund, L.P. (“ IMF VIII”), Spectrum IX Investment Managers’ Fund, L.P. (“ IMF IX ”) and Spectrum X Investment Managers’ Fund, L.P. (“ IMF X ”), all SEM clients are “qualified purchasers” as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the “ Company Act ”), and therefore SEM has not included specific fee information in this Brochure. With respect to IMF VIII, IMF IX and IMF X, each of which is an Employee Investment Fund, SEM, in certain circumstances, is entitled to receive a management fee from certain limited partners of IMF VIII, IMF IX and IMF X equal to 1.65% of t heir respective

capital commitments to such fund. Except as set forth above with respect to IMF VIII, IMF IX and IMF X, SEM does not receive management fees or other compensation from the Employee Investment Funds. Deduction of Fees; Timing of Payments; Termination As a general matter, SEM will charge and deduct advisory fees directly from the Spectrum Funds pursuant to the terms of the Governing Documents . The payments of advisory fees are generally made quarterly in advance accordance with the terms of the Governing Documents. Please refer to the Governing Documents of each Spectrum Fund for complete information on the timing of advisory fee payments by such Spectrum Fund.

and in

Upon termination of any investment management agreement, any prepaid, unearned fees will be promptly refunded (determined on a pro rata basis based on the number of days elapsed in the applicable payment period), and any earned, unpaid fees will be due and payable. The payments and/or reimbursements relating to Other Fees and Expenses are generally made on a monthly basis. Other Fees and Expenses In addition to the fees payable to SEM and its affiliated entities, the Spectrum Funds (and therefore, indirectly, the limited partners of such Spectrum Funds) will incur certain charges imposed by third parties and other expenses as set forth in the Governing Documents attributable to each Spectrum Fund . Such expenses will include (but are not limited to) any taxes, fees or other governmental charges which may be assessed against the Spectrum Funds and all expenses incurred in connection with any tax audit , investigation, settlement or review of the Spectrum Funds; any expense related to obtaining and maintaining fidelity bonding in respect of the Spectrum Funds; organizational expenses of the Spectrum Funds; premiums for director and officer liability (including coverage for third-party directors appointed by the Spectrum Funds), general partner liability, cybersecurity or other insurance to protect the Spectrum Funds, the Spectrum Funds’ general partners, the employees of SEM and its affiliated entities an d the members of the Spectrum Funds’ advisory committee; the costs of preparing, printing and distributing communications, financial statements, tax returns (including, without limitation, Schedules K -1, K -2, K 3 and any other schedules to any tax returns) and other reports to one or more investors in the Spectrum Funds, governmental authorities or self -regulatory organizations, as applicable, and other third party expenses incurred in connection with secure communications, accounting and similar administra tive functions; software related to portfolio data collection, monitoring, analysis, valuation, accounting, reporting and financial management; expenses incurred with respect to third parties which are not affiliates of SEM and its affiliated entities, inc luding, but

not limited to, Third-Party Consultants and Advisors (as defined below) , in investigating investment opportunities for, and monitoring investments by, the Spectrum Funds; commissions, brokerage, finder’s fees, placement and underwriting fees, registration expenses and other charges incurred in connection with the purchase, ho lding, restructuring and/or sale of securities (including any merger fees payable to third parties other than affiliates of SEM); all expenses incurred in connection with the securing o f financing, including but not limited to expenses related to the arranging, negotiating, structuring, entering into and amending any credit facility or agreement with one or more lenders; principal and interest on, and fees and expenses arising out of, al l permitted borrowings made and credit facilities entered into by the Spectrum Funds; costs and expenses of commercial transportation (including business -class and/or first -class travel), accommodations and meals incurred in respect of any consummated inve stments of the Spectrum Funds (but excluding the costs and expenses of any “closing” or similar celebratory dinners ); all fees and expenses (other than travel expenses) incurred in connection with transactions not ultimately consummated by the Spectrum Funds (i.e., “broken -deal” fees and expenses); consulting fees and expenses (other than with respect to affiliates of S EM); fees and expenses of third -party services provided to portfolio companies to the extent not borne by such portfolio companies, includin g, without limitation, research (including expert networks), procurement, consulting, administrative, tax, regulatory, legal and other portfolio company -related services; any expenses of the members of the Spectrum Funds’ advisory committees (including tra vel, lodging and meals); costs and expenses relating to meetings with investors in the Spectrum Funds (including the Spectrum Funds’ annual meetings and any special meetings) or any meetings of the Spectrum Funds’ advisory committees, in each case whether individually or as a group (including travel, lodging and meals); all costs and expenses incurred in connection with the Spectrum Funds’ legal and regulatory compliance with U.S. federal, state, local and non -U.S. or other law or regulation (including, for example, FATCA and Common Reporting Standard (“ CRS ”) compliance (including the fees and expenses of third -party service providers related to such compliance ), compliance with anti -money laundering or “know your customer” laws (including the fees and expenses of third -party service providers related to such compliance), cross border activity tracking (e.g., TIC and BEA forms), the European Union Alternative Investment Fund Managers Directive, as amended from time to time, or marketing the Spectrum Funds in other non -U.S. jurisdictions, costs associated with any representative, distribution agent, paying agent or other third -party service providers required in c onnection with or arising from the marketing or sale of interests in the Spectrum Funds in non -U.S. jurisdictions, the preparation and administration of any reports, disclosures, filings or notifications prepared in accordance with any of the foregoing, fi lings under Section 13 or Section 16 of the U.S. Securities Exchange Act of 1934, as amended, and filings with the Committee on Foreign Investment in the United States (“ CFIUS ” ) (or other matters related to the Defense Production Act or CFIUS in connectio n with the Spectrum Funds’ investments or proposed investments, regardless of the reason that any such filing is made) or related to compliance with the provisions in the Governing Documents or any side letter or similar agreements, whether borne by the Sp ectrum Funds, the Spectrum Funds’ general partners, SEM,

SEM’s managing directors (the “Managing Directors”) or direct or indirect employees or beneficial owners of the foregoing; all costs and expenses related to the presence of the Spectrum Funds’ general partners or their affiliates (including vehicles formed to facilitate the purchase or sale of any securities) in jurisdictions in which the Spectrum Funds or an alternative investment vehicle maintain subsidiary or related acquisition vehicles, including rent, domiciliation fees, directors fees and other simil ar costs; normal and extraordinary fees and expenses associated with actual or threatened litigation, regulatory, administrative or other proceedings, settlement or review involving the business or activities of the Spectrum Funds, including any indemnific ation or extraordinary expense or liability relating to the affairs of the Spectrum Funds; all expenses of dissolving and liquidating the Spectrum Funds and their assets; all expenses incurred in connection with any restructuring or amendments to the const ituent documents of the Spectrum Funds and related entities; all expenses incurred in connection with the formation, maintenance and dissolution of special purpose investment vehicles, including any alternative investment vehicles and subsidiary holding ve hicles (including any direct or indirect general partner (or equivalent) thereof); fees and expenses for outside tax advisors, accountants, administrators, custodians, attorneys, auditors, consultants, independent appraisers, valuation firms, research -related data providers (including expert networks and third -party data sources), agents and other professionals; all expenses and fees relating to investment banking, commercial banking, legal, custodial, administrative, audit, accounting, tax, financial analy sis, transfer, depository and registration services provided to the Spectrum Funds and its related entities (including any alternative investment vehicle and/or any subsidiary holdings vehicles), including in each case services provided with respect to the purchase or sale, or proposed purchase or sale, of securities by the Spectrum Funds, any alternative investment vehicles and/or any subsidiary holding vehicles, whether or not consummated (but excluding all expenses directly related to a U.S. Internal Rev enue Service examination of the capital contributions deemed to have been made by the Spectrum Funds’ general partners to the Spectrum Funds (or any corresponding allocations or distributions)); all costs and expenses incurred in connection with the manage d distribution of portfolio investments; costs and expenses related to cybersecurity risk prevention, including related insurance, relating to the affairs of the Spectrum Funds; costs and expenses associated with environmental, social and corporate governa nce and similar matters with respect to the Spectrum Funds or any portfolio company or prospective portfolio company, including engaging any consultants or other third -party service providers with respect thereto (including their travel); any other expenses consented to by the Spectrum Funds’ advisory committees; and other non -recurring or extraordinary expenses properly chargeable to the Spectrum Funds. The types of other fees and expenses incurred will vary among Spectrum Funds . All investors and prospective investors should review the Governing Documents of the applicable Spectrum Fund in conjunction with this Brochure for complete information on the charges and expenses payable with respect to a particular Spectrum Fund.

As indicated above, SEM and its affiliated entities generally expect to engage individual consultants (including “executives -in-residence”, “advisers”, “operating partners” and other similar individuals and any entity that is essentially an “alter ego” for such individuals) (or affiliates thereof) who may not be employees of SEM and who have industry, transactional, investment, operating or other experience (“ ThirdParty Consultants and Advisors ”) to provide due diligence and other consulting services to th e Spectrum Funds, including in connection with investigating potential investment opportunities and monitoring existing investments (“ Consulting Services”). In addition to the Consulting Services provided to SEM and the Spectrum Funds, such Third -Party Consultants and Advisors often participate in a wide variety of financial and other professional services (including, without limitation, serving as board members, officers, consultants or in a similar capacity with respect to existing or potential Spectrum Fund portfolio companies). The Spectrum Funds will generally pay the expenses of Third -Party Consultants and Advisors related to services provided to the applicable Spectrum Fund, portfolio company or prospective portfolio company. If any Third -Party Cons ultants and Advisors are involved with an investment in a portfolio company, some or all of the expenses, as well as salary, performance based compensation and/or remuneration, of such Third -Party Consultants and Advisors may be paid by such portfolio comp any, including by the issuance of stock, options, warrants or other securities in such portfolio company. The applicable Spectrum Funds may also cause such portfolio company to reimburse the Spectrum Funds, SEM and/or its affiliates for some or all of the expenses of Third -Party Consultants and Advisors previously paid by any such person . As discussed in Item 14, compensation paid to such consultants from Spectrum Fund portfolio companies generally does not reduce or otherwise offset the advisory fees paid to SEM and its affiliated entities by the applicable Spectrum Funds pursuant to the applicable Spectrum Fund’s Governing Documents. From time to time, certain of such consultants will also provide administrative or other back -office services to SEM and its affiliated entities (“ Administrative Services ”) . In situations where a consultant provides both Consulting Services and Administrative Services, SEM will allocate such consultant’s costs and expenses among SEM and the relevant Spectrum Funds on a basis that is fair and equitable as determined by SEM taking into account all relevant facts and circumstances of the services provided. The Spectrum Funds generally share common fees and expenses related to portfolio companies in which one or more Spectrum Funds co -invest, to the extent practicable (taking into account available liquid assets and/or available unfunded capital commitments), in proportion to the invested capital of each Spectrum Fund with respect to such portfolio company (unless SEM and its affiliates determine in good faith that another apportionment of a particular expense is equitable under the circumstances). Further, t he Spectrum Funds generally share any other common expenses based on their respective committed capital, total invested capital, total net asset value, or on such other basis, in each case as determined by SEM in good faith to be equitable with respect to the particular common expenses. All investors should review the Governing Documents of the applicable Spectrum Fund for complete information on how expenses are shared with respect to such Spectrum Fund .

The section titled “ Brokerage Practices ” describes the factors SEM considers in selecting or recommending broker -dealers and determining the reasonableness of their compensation . Timing of Payments Please refer to the subsection entitled “ Termination ” described above.

Deduction of Fees; Timing of Payments;

Transaction -Based Compensation SEM does not receive any compensation as broker or agent for the sale of securities or other investment products to any Spectrum Fund . Please refer to the subsection titled “ Economic Benefits Received from Third Parties ” below for information on other types of compensation that SEM may receive with respect to investments by the Spectrum Funds.

Arrangements regarding performance -based allocations received by related persons of SEM will create an incentive for SEM to recommend investments that may be riskier or more speculative than those that would be recommended under a different fee arrangement . Side -by-Side Management Different Spectrum Funds will be subject to different performance -based compensation arrangements . If SEM or an affiliate is entitled to receive a higher percentage of the net profits from one Spectrum Fund than the percentage that SEM or an affiliate receives from another Spectrum Fund, then SEM will have an incentive to favor, or to allocate certain riskier or more speculative investments to, the Spectrum Fund that is subject to the highe r percentage.

To mitigate potential conflicts of interest, the allocation of commitments and investment decisions with respect to each Spectrum Fund are made by SEM with respect to all Spectrum Funds in accordance with the Governing Documents of the applicable Spectrum Funds and, to the extent not addressed therein, based on SEM’s good faith consideration of multiple criteria , including those factors discussed in “ Allocation of New Investment Opportunities in New Portfolio Companies between Predecessor Spectrum Funds and Successor Spectrum Funds ”, “ Allocation of Follow on Investment Opportunities ” and “ Allocation of Investment Opportunities Between the Select Opportunities Funds, Overage Vehicles and Other Spectrum Funds ” below. After the applicable Spectrum Fund(s) have received their desired portion of an investment opportunity (including “follow -on”, “add -on”, “bolt -on”, “build -out”, “roll -up” or similar investments) (in light of the applicable Spectrum Fund(s)’ strategy, diversification objectives, concentration limits, portfolio allocation, available capital and future anticipated capital needs), SEM, in certain cases, may make additional amounts with respect to suc h investment opportunity (if any) (including investments in existing portfolio companies of the applicable Spectrum Fund(s) in connection with financing rounds or other investment opportunities in existing portfolio companies of the applicable Spectrum Fund(s) in which the applicable Spectrum Fund(s) are not participating) available for co -investment to strategic investors, third-party sponsors, consultants, advisors or lenders, one or more (but not necessarily any or all) investors in one or more Spectrum Funds and/or their affiliates, private investors, groups and/or individuals. Co -investment opportunities (if any) for investors i n the Spectr um Funds (or persons or entities associated with such investors) or third parties will be made available on a case -by-case basis by SEM or its affiliates (taking into account, among other factors, such Spectrum Fund’s desired portion (if any) of the releva nt investment opportunity). If SEM expects to offer any such co -investment opportunity to one or more limited partners of a Spectrum Fund, SEM will offer such opportunity to participate in such co -investment in accordance with the applicable provisions of the Spectrum Funds’ Governing Documents . Co -investments by investors in the Spectrum Funds or third parties may be made directly in the applicable portfolio company or may be made through “special purpose vehicles” or other entities formed and managed by SEM or its affiliates (“ Co -invest SPVs ”). SEM or its affiliates may (but are not obligated to) receive management fees, carried interest or other compensation in connection with such co -investments (and the terms of any such management fees, carried interes t or other compensation may differ from the terms applicable to an investment in the Spectrum Funds with regard to such matters). See “ Co -Investment Opportunities ” below for further discussion regarding co -investments. The Spectrum Funds may, as permitted under their respective Governing Documents, cross-invest in portfolio companies in which other Spectrum Funds already hold an interest or engage in cross -sales of interests in portfolio companies between Spectrum Funds. See “ Principal and Cross Transactions ” below for further discussion regarding such transactions. To the extent that multiple Spectrum Funds hold an interest in the same portfolio company, it is SEM’s policy that , subject to any requirements under the appl icable Spectrum Funds’ Governing Documents, disposition opportunities with

respect to that investment will be determined by SEM and its affiliates on a case -bycase 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 company. In suc h cases, SEM and its affiliates will allocate disposition opportunities among the applicable Spectrum Funds in their discretion, taking into account the factors discussed in “ Other Matters Related to Overlapping Investments with Other Spectrum Funds ” below . Certain Spectrum Funds (each, a “ Select Opportunities Fund ”) have been, or are expected to be, formed with the primary purpose of providing a limited number of investors with the opportunity to participate in investments in portfolio companies of other Spectrum Funds in connection with a full or partial sale of t he interests in such portfolio companies held by the applicable other Spectrum Funds (including by purchasing such interests directly from the applicable other Spectrum Funds). Each Select Opportun ities Fund is generally limited to investing in portfolio companies of other Spectrum Funds in circumstances where specific criteria have been satisfied, as further discussed in the Governing Documents of the Select Opportunities Funds. There are conflict s of interest inherent in any sale of securities to a Select Opportunities Fund by another Spectrum Fund, which SEM believes are mitigated (but not eliminated) by the satisfaction of the specific criteria provided for in the relevant Governing Documents. See “ Allocation of Investment Opportunities Between the Select Opportunities Funds, Overage Vehicles and Other Spectrum Funds ” below for further discussion regarding the Select Opportunities Funds. Please refer to the Governing Documents of each Spectrum Fund for complete information on the specific “performance -based fee” arrangements of each Spectrum Fund.

Prospective investors are requested to refer to the Governing Documents of the applicable Spectrum Fund for complete details on any AIV that may be established by such Spectrum Fund and such Spectrum F und’s ability to make investments through AIVs . Certain investors in

Spectrum Funds may participate directly or indirectly through AIVs structured as “blocker corporations” (and bear the burden of taxes and certain other expenses and, to the extent feasible, reductions in proceeds incurred in connection with the formation a nd operation of such “blocker corporation”) while other investors (including the general partner entities of such Spectrum Funds) participate through a tax transparent AIV without an intervening “blocker corporation .” This will create conflicts for SEM an d its affiliates, particularly in structuring an exit from such investments given the varying tax implications to SEM and its affiliates and the investors in the applicable Spectrum Funds resulting from different exit structures . Returns from such investments to SEM and its affiliates, including in respect of their carried interest, typically would not be reduced by any taxes, other expenses or reductions in proceeds borne by any investor in a Spectrum Fund participating in such investments directly or indi rectly through a “blocker corporation .” In addition, the tax consequences to the general partner entities of the Spectrum Funds, and their beneficial owners, with respect to tax items realized by the applicable Spectrum Funds (including the tax rates applicable to income and gains and the ext ent to which tax items are deductible or otherwise result in a tax benefit) will be different than the tax consequences to the investors in the such Spectrum Funds, and their beneficial owners, from such tax items. SE M may also consider the tax objectives of the general partner entities of the Spectrum Funds and their respective beneficial owners and may elect to utilize AIVs to achieve such tax objectives (including in connection with the structure of investments made by the Spectrum Funds, the manner (and timing) in which investments are disposed of, and the form, nature and timing of distributions made by the Spectrum Funds to their partners). Minimum Investment Requirements The Spectrum Funds are generally offered to “accredited investors” within the meaning of the Securities Act and/or “qualified purchasers” within the meaning of the Investment Company Act and are therefore not required to register as investment companies un der the Investment Company Act in reliance upon the exemptions available under Sections 3(c)(1) and 3(c)(7) thereof. In general, the minimum investment commitment required of a limited partner to participate in a Spectrum Fund is $10,000,000; however, the general partner of each Spectrum Fund has discretion to increase or reduce the minimum investment commitment . Investors are requested to refer to the Governing Documents of each Spectrum Fund for complete information on minimum investment requirements for participation in a particular Spectrum Fund . The minimum commitment for an investor in an Employee Investment Fund is determined by the applicable general partner of such Employee Investment Fund in its sole discretion.

Methods of Analysis Investments, and potential investments, are generally analyzed by SEM based upon the business strategy and focus of the target portfolio company and the relevant experience of the target portfolio company’s management team . SEM also considers general economic characteristics of potential investments, including the potential for recurring revenue, strong cash flow margins, barriers to entry, high margins, significant operating leverage, long -term customer relationships, and op portunities for add -on acquisitions. SEM’s principal sources of information in identifying investments include internal cold calling efforts, its network of industry participants, bankers, consultants, executives , and professional advisors (including attorneys, accountants and other industry advisors), private offering memoranda, quarterly and annual reports, personal interviews with directors and officers of such entities, visits to such entities, SEC filings (if available) and general industry knowledge. Upon identifying a potential target portfolio company investment opportunity , SEM engages in a thorough due diligence process that includes a written presentation first to the Managing Directors based within the local office in which the prospective portfolio company investment team resides as part of their weekly investment team meeting. Further diligence, if warranted, will serve to establish the original thesis of the investment , and address the issues identified by the initial weekly discussion. As diligence progresses, SEM may seek to leverage the expertise of the firm’s extensive network of relationships, often drawing on executives from existing or former portfolio companies , and third-party vendors, such as lawyers, consultants and specialists, may be engaged at this stage to investiga te threshold matters (e.g., regulatory compliance, market size, ecosystem intelligence) . This second level of diligence and evaluation will lead to a refined financial model along with a more informed perspective as to valuation and opportunity for return . Customarily, a term sheet will result from this process, which will serve as the template for further negotiation and begin to define the parameters of a transaction ; however, at times

due to deal dynamics, a term sheet may be presented before this second level of diligence commences or is finalized . Once this second level of diligence has been completed and a deal structure and price outlined, a more comprehensive presentation (s) will be made as part of the weekly meeting of the Managing Directors which will include all members of the deal team for the portion of the meeting covering the potential investment . This constitutes the “Investment Committee” meeting and will include refinement s to the proposed structure and pricing and additional diligence required. After the final presentation, t he Managing Directors will then vote on whether to approve the potential investment , which vote may be done with just the Managing Directors in attendance . If approved by any requisite vote required by the general partner documents , the transaction will move to the final step of the process, including commencing any new and completing any outstanding third-party diligence work and legal documentation , and frequently includes a “bring down” diligence review to the Managing Directors . Material Risks The task of identifying investment opportunities and managing such investments is difficult . There can be no assurance that SEM will be able to choose, and the Spectrum Funds will be able to make and/or realize, any particular investment or that the Spectrum Funds will be able to generate returns for their investors . In addition, there can be no assurance that any investor will receive any distribution from a Spectrum Fund. Investing in the Spectrum Funds involves a risk of loss that investors should be prepared to bear . Investors in the Spectrum Funds are requested to refer to the Governing Documents of the applicable Spectrum Fund for complete information on investment strategies employed by such Spectrum Fund and the corresponding risks associated with such investment s trategies and, in particular, should review the risk factors and conflicts of interest described in the confidential offering memorandum of the applicable Spectrum Fund. Investors in the Spectrum Funds should carefully consider, among other factors, the following material risks involved with SEM investment strategies . Nature of Investments . A substantial portion of a Spectrum Fund’s investments will be in equity or equity -related investments that by their nature involve business, financial, market and/or legal risks . A Spectrum Fund’s investments will be highly illiquid, and there can be no assurance that a Spectrum Fund will be able to realize on such investments in a timely manner . There will generally be a significant period of time before a Spectrum Fund has been fully deployed . A Spectrum Fund may make investments that may not be advantag eously disposed of prior to the date that such Spectrum Fund will be wound -up and dissolved, either by expiration of such Spectrum Fund’s term or otherwise. While an investment in a portfolio company may be sold at any time, it is not generally expected that this will occur for a number of years after the initial investment in such portfolio company . Prior to such time, there often will be no current return on the investments to the investors in such Spectrum Fund. In recent periods, successful privately he ld companies have been remaining private longer than in prior periods, increasing the length of time for liquidity for investors in

those companies and the need for additional capital to be invested while the company is private. Longer liquidity timeframes could reduce such Spectrum Fund ’s investment returns compared to the returns achieved by earlier Spectrum Funds . Furthermore, sales of portfolio investments in connection with the winding up of a Spectrum Fund may include escrows of a portion of the sales proceeds or other arrangements (such as earn -outs), which may further delay the final liquidation of such Spect rum Fund . As a resul t of the foregoing, depending in part on the number of extensions of a Spectrum Fund’s term that are effected, the final liquidation of such Spectrum Fund may not occur until several years or more after the end of such Spectrum Fund’s term. Furthermore, th e sale or transfer of a Spectrum Fund interest is subject to approval of the general partner of such Spectrum Fund and other restrictions contained in the applicable Governing Documents. Consequently, the limited partners of a Spectrum Fund (each, a “ Limited Partner ”) may not be able to liquidate an investment in the event of an emergency or for any other reason. While such investments offer the opportunity for significant investment gains, they also involve a high degree of risk that may result in substantial losses . There can be no assurance that the general partner of a Spectrum Fund or SEM will correctly evaluate the nature and magnitude of the various factors that could affect the value of such investments . Prices of the investments may be volatile, and a variety of other factors that are inherently difficult to predict, such as domestic or international econom ic and political developments, may significantly affect the results of a Spectrum Fund’s activities. Non-Controlling Investments . A Spectrum Fund may invest in minority positions in portfolio companies and may have a limited ability to exert significant influence or protect its position . Accordingly, a Spectrum Fund may have a limited ability to protect its interests in such portfolio companies and to influence such portfolio companies’ management . In such cases, a Spectrum Fund will be significantly reliant on the other equity holders in the portfolio companies and on the existing management and board of directors of such portfolio c ompanies, which may include representation of other financial investors with whom a Spectrum Fund is not affiliated and whose interests may conflict with the interests of such Spectrum Fund. Limited Number of Investments . SEM expects each Spectrum Fund to participate in a limited number of investments and, as a consequence, the aggregate return of a Spectrum Fund may be adversely affected by the unfavorable performance of even a single investment. Although SEM intends to di versify each Spectrum Fund’s portfolio to the extent reasonably possible within the confines of such Spectrum Fund’s investment strategy, the inability of SEM to achieve this objective could adversely affect the performance o f a Spectrum Fund. Leverage . Although the Spectrum Funds generally only borrow on a short -term basis, portfolio companies in which a Spectrum Fund invests may utilize leverage. Use of leverage may increase the exposure to adverse economic factors such as significantly rising interest rates, downturns in the economy or deterioration in the condition of

any given portfolio company or its industry. Any event that adversely affects the value of a portfolio company held by a Spectrum Fund may be magnified to the extent that such portfolio company is leveraged . In the event a portfolio company is unable to meet principal and interest payments on its third -party indebtedness, the value of a Spectrum Fund’s investment in such entity could be significantly reduced or even eliminated. In addition, to the extent one or more portfolio companies rely on financing fro m the same or a limited number of lenders, such Spectrum Funds with portfolio companies with the same lenders may be exposed to lender concentration risk. Adverse developments affecting any such lender (including financial distress, regulatory action, liquidity constraints, changes in capital requirements , a reduction in such lender’s willingness or ability to extend or renew credit , and the developments described in “ Failure of Financial Service Providers and Banking System Instability ” below) could impair the availability, cost or terms of financing to such portfolio companies. This could limit such portfolio companies’ ability to operate, refinance existing indebtedness, pursue acquisitions or implement growth initiatives and may adversely aff ect the value of the Spectrum Funds’ investments. Lines of Credit . Certain Spectrum Funds utilize a capital call (also known as “subscription”) line of credit to borrow on a short -term basis (generally up to 180 days) primarily to fund investments and to pay expenses and other liabilities, and such Spectrum Funds may borrow money (including, but not limited to, pursuant to such capital call line of credit) subject to the limitations set forth in the applicable Governing Documents. Though SEM and its affiliates intend to use capital call lines of credit pri marily for administrative convenience to reduce the overall number of capital calls from the Limited Partners and avoid having excess cash on hand, a Spectrum Fund’s net internal rate of return (“IRR”) is expected to be higher than it would be in the absence of such capital call line of credit, since such Spectrum Fund’s net IRR (taking into account use of the capital call line of credit) will be based on the time Limited Partner contributions are actually made and use of the capital call line of credit wil l generally delay such contributions (typically by up to 180 days). Accordingly, the use of Spectrum Fund-level lines of credit may benefit the marketing efforts of SEM and its affiliates. In addition to a capital call line of credit, certain Spectrum Funds may also utilize other lines of credit (e.g., hybrid or “net asset value” credit facilities), subject to the limitations on the amount of outstanding borrowing at any time in the applicable Governing Documents (as described above) but with borrowings und er such other lines of credit not subject to the 180 -day limit that applies to any capital call (subscription) line of credit. Such other lines of credit may or may not affect the timing of capital calls by Limited Partners (which, as noted above, is relevant for determining a Spectrum Fund’s net IRR factoring in use of the capital call line of credit ). A Spectrum Fund (and indirectly its partners) will bear any interest expense s, fees and other costs in connection with such lines of credit . The capital call line of credit will provide the lender with certain rights in the event of a default , which SEM expects to include, among others, the right to call capital from the Limited Partners and, in the event of a failure by a Limited Partner to fully fund its capital contributions to the Spectrum Fund when due, the right to exercise certain defau lt remedies di rectly against such Limited Partner. A Spectrum Fund’s lines of

credit may also include restrictions on Limited Partners’ rights to transfer their interests in such Spectrum Fund, including in certain cases subjecting transfers to the prior approval from the lender. Lines of credit for a Spectrum Fund other than its ca pital call line of credit may require SEM or its affiliates to provide the lender with other rights, including but not limited to, granting a security interest in the portfolio investments of such Spectrum Fund. Reliance on Other Management . The day -to-day operations of each portfolio company in which a Spectrum Fund invests will be the responsibility of such portfolio company’s management team. Although SEM and each Spectrum Fund’s general partner will monitor the performance of a Spectrum Fu nd’s portfolio companies and will screen for and, if necessary, seek to recruit capable management, there can be no assurance that such management will be able to operate any such portfolio company in accordance with such Spectrum Fund’s expectations. Reliance on Individual SEM Personnel . A Spectrum Fund will be particularly dependent upon the efforts, experience, contacts and skills of the individual personnel of SEM. The loss of any such individual could have a material, adverse effect on such Spectrum Fund, and such loss could occur at any time due to death, disability, resignation or other reasons. Competition for Investments . The growth equity business is highly competitive and has become more so in recent years due to a substantially increased flow of capital into venture capital, growth equity and private equity funds and similar investment organizations. The Spectrum Funds will generally be competing with other established f unds and investment organizations with substantial resources and experience. Moreover, the volume of attractive investment opportunities varies greatly from period to period and a Spectrum Fund may be unable to find enough attractive opportunities to meet its investment objectives. There can be no assurance that a Spectrum Fund will be able to make investments on attractive terms, and it is possible that a Spectrum Fund’s ter m will expire before such Spectrum Fund has invested all of its available capital. Bridge Financings . From time to time, a Spectrum Fund may lend to portfolio companies on a short -term basis, typically through convertible bridge notes, in anticipation of repayment, a future issuance of equity or long -term debt securities or other refinancing or syndication . Such bridge loans are generally expected to be recouped or otherwise repaid in connection with the issuance of a more permanent, long -term debt or equity security to a third party; however, for reasons not always in such Spectrum Fund’ s control, such repayment, refinancing or syndication does not occur and/or long -term securities may not be issued and such bridge loans may remain outstanding or convert into equity securities held by such Spectrum Fund. To the extent such a bridge loan remains outstanding, the interest rate or other economic terms may not adequa tely reflect the risk associated with the position taken by such Spectrum Fund, and the structure of such bridge financing may result in additional costs or inefficiencies to the S pectrum Fund .

In addition, a Spectrum Fund may make an investment (whether in the form of equity or debt) in a portfolio company in anticipation of selling a portion of such investment to another investor or otherwise refinancing such investment in the near -term. To the extent provided in suc h Spectrum Fund’s Governing Documents, these investments will not be taken into account in calculating certain percentage limitations with respect to such Spectrum Fund’s investments and ability to borrow and to guarantee portfolio c ompany indebtedness. For various reasons, such Spectrum Fund may be unable to sell or refinance such investment as quickly as expected or at all, which would increase such Spectrum Fund’s exposure to such portfolio company . Dependence on Patents, Trademarks and other Intellectual Property . Certain of the companies in which the Spectrum Funds invest may depend heavily on intellectual property (“IP”) rights, including patents, copyrights, trade secrets, trademarks and servicemarks. The ability to effectively enforce patent, trademark and oth er IP laws will affect the value of many of these companies. IP disputes are frequent and can preclude commercialization of products, and IP litigation is costly and could subject a portfolio company to significant liabilities to third parties. The presenc e of patents or other proprietary rights belonging to other parties may lead to the termination of the research and development of a portfolio company’s particular product. There can be no assurance that the applicable Spectrum Funds or a portfolio company will be able to protect their own IP rights or will have the financial resources to do so, or that competitors will not develop technologies substantially equivalent or superior to a company’s technologies. Unauthorized access or theft of proprietary info rmation may make a portfolio company or its products and services less valuable and more vulnerable to malicious attack. While piracy adversely affects portfolio company revenue in all jurisdictions, the impact on revenue from outside the U.S. is significa nt, particularly in countries where laws are less protective of IP rights. The absence of harmonized patent laws makes it more difficult to ensure consistent respect for the patent rights of portfolio companies. Reductions in the legal protection for softw are IP rights could adversely affect portfolio companies. A portfolio company may, from time to time, receive notices from others claiming such portfolio company has infringed their intellectual property rights. The number of these claims may grow because of a constant technological change in the software industry, increased user -generated content, the extensive patent coverage of existing technologies, and the rapid rate of issuance of new patents. Additionally, portfolio companies may use “open source” software in their products or may use such software in the f uture. Such open -source software is licensed by its copyright holders under licenses that in some cases may require disclosure of the company’s code to third parties. Copyright owners or third parties may allege that a portfolio company has not complied wi th the requirements of one or more of these licenses and that confidential code must be publicly disclosed and freely licensed. To resolve these and other intellectual property infringement claims, portfolio companies may enter into royalty and licensing a greements on terms that are less favorable than currently available, stop selling or redesign affected products, or pay damages to satisfy

indemnification commitments with customers. These outcomes would likely cause operating margins to decline. In addition to money damages, in some jurisdictions plaintiffs can seek injunctive relief that may limit or prevent importing, marketing and selling products that have infringing technologies. Software Code Protection . The development and protection of source code is critical for many businesses in the software sector. If an unauthorized disclosure of a significant portion of a portfolio company’s source code occurs, such portfolio company could potentially lose future trade secret protection for such source code. The loss of trad e secret protection could make it easier for others to compete with such portfolio company’s products by copying their code and functionality, which could adversely affe ct such portfolio company’s revenue and operating margins. Unauthorized disclosure of source code could also increase security risks (e.g., viruses, worms, and other malicious software programs that may attack a portfolio company’s products and services). Costs for remediating the unauthorized disclosure of source code and other cybersecurity breaches may include those related to increased protection, reputational damage, loss of market share, liability for stolen assets or information and repairs to damage d systems. Remediation costs may also include incentives offered to maintain a portfolio company’s business and/or customer relationships following a security breach. Cybersecurity . SEM and the Spectrum Funds’ portfolio companies rely on digital technology, electronic communications (including email), the internet and computer systems to perform necessary business functions and engage with investors, business partners and other constituencies. Although SEM has implemented, and portfolio companies will likely implement, a variety of security measures, their digital technology, information technology, communications and computer systems could be subject to cybersecurity in cidents from unintentional events or deliberate attacks by insiders or third parties, including cybercriminals, competitors, nation -states and hacktivists. The objectives of cyber -attacks vary widely and may include the theft or destruction of financial as sets, intellectual property, or other sensitive information belonging to SEM and the Spectrum Funds’ portfolio companies, their customers, or their business partners. Cyber -attackers use a complex array of means to perpetrate cyber-attacks, including the u se of stolen access credentials, malware, ransomware, phishing, structured query language injection attacks, and distributed denial -ofservice attacks, among other means. If one or more of these events occurs, it could jeopardize the confidential, propriet ary and other information processed and stored in, and transmitted through, such computer systems and networks, or otherwise cause interruptions or malfunctions in Spectrum Equity’s, the Spectrum Funds’ or their portfolio companies’ operations, which could result in damage to Spectrum Equity’s, the Spectrum Funds’ or their portfolio companies’ reputation, financial losses, litigation, remediation costs, cybersecurity protection costs, increased insurance premiums and legal risks including regulatory penalties, and/or customer dissatisfaction or loss.

Follow-On Investments . A Spectrum Fund may be called upon to provide follow -on funding for its portfolio companies or have the opportunity to increase its investment in portfolio companies. There can be no assurance that a Spectrum Fund will have sufficient capital to do so. Any decision not to make follow -on investments or the inability to make them may have a substantial negative impact on a portfolio company in need of such an investment or may diminish a Spectrum Fund’s proportionate ownership in such p ortfolio company and thus its ability to influence such portfolio company’s future development. In addition, follow -on investments may be made at different valuations, on different terms or in different securities than the initial investment, which may result in differing risk profiles or economic outcomes. In certain circumstances, follow -on investments may be made by different Spectrum Funds than the Spectrum Funds that made the initial investment , including successor or later -vintage funds , Overage Vehic les ( as defined below) and/or Select Opportunities Funds , which may result in differing return profiles among Spectrum Funds with investments in the same portfolio company . Reserves. In managing the Spectrum Funds, the general partners of the Spectrum Funds will establish reserves for follow -on investments in portfolio companies, operating expenses (including management fees payable to SEM), liabilities and other matters. Estimating the amount necessary for such reserves will be difficult, particularly because follow -on investment opportunities will be directly tied to the success and capital needs of portfolio companies . As set forth in the Governing Documents of each Spectru m Fund, the authority of a general partner of a Spectrum Fund to cause such Spectrum Fund to borrow will be strictly limited, which will further increase the difficulty of estimating the proper size of reserves. Inadequate or excessive reserves could have a material adverse effect upon the investment returns to the investors in a Spectrum Fund . For example, if reserves are inadequate, a Spectrum 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 a “pay -to-play” or similar investment round where such Spectrum Fund does not exercise its participation, preemptive or similar rights. If reserves are excessive, a Spectrum Fund may decline attractive new investment opportunities or hold unnecessary amounts of capital in money market or similar low yield accounts. Non-U.S. Investments . A Spectrum Fund may from time to time invest in portfolio companies operating and/or organized outside of the United States . Such investments will involve risks not typically associated with investments in the securities of U.S. companies . Such investments may be subject to certain additional risks not presented by investments in U.S. portfolio companies due to, among other things, potentially unsettled points of applicable governing law, the risks associated with different accounting standards, different legal protections for investors, unusual regulatory burdens, political instability, fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of such Spectrum Fund) a nd the application of complex tax rules to cross -border investments. Even those portfolio companies that nominally are U.S. portfolio companies by virtue of

their jurisdiction of organization or management headquarters may be exposed to significant foreign risks due to the increasingly international nature of many growth stage companies . Any adverse change to the political, economic, military or social environments in the host countries of a Spectrum Fund's portfolio companies could have a significant adverse effect upon the operations or financial performance of a Spectrum Fund. The fore going factors may increase transaction costs, adversely impact the value of a Spectrum Fund’s investments in non -U.S. portfolio companies and otherwise reduce returns to a Spectrum Fund’s investors. Litigation Risks . A Spectrum Fund will be subject to a variety of litigation risks, particularly if one or more of its portfolio companies face financial or other difficulties during the term of such Spectrum Fund. Legal disputes, involving any or all of the Spectrum Funds, their affiliates, or their portfolio companies, may arise from a Spectrum Fund's activities and investments and could have a significant adverse effect on such Spectrum Fund. Cross Liability . Portfolio companies of one or more Spectrum Funds may, from time to time, engage in activities that could adversely affect one or more other Spectrum Funds or their portfolio companies, including, for instance, as a result of laws and regulations or certain jurisdictions (such as bankruptcy, environmental, consumer protection, and labor or union laws) that may not recognize or permit the segregation of assets and lia bilities 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 one or more Spectrum Funds or a portfolio company being used to satisfy the obligations or liabilities of one or more other Spectrum Funds or a portfolio company thereof. Regulatory and Enforcement Risks . The Spectrum Funds will be subject to a variety of securities laws and other types of governmental regulation in the United States and other jurisdictions that may limit the scope of its operations or impose material compliance costs and other burdens . Regulation of the venture capital and private equity industry, including regulation applicable to managers of private investment funds such as SEM, has increased significantly in recent years . Additional regulation is likely in the future . Compliance with regulations (including regulations applicable to SEM under the Advisers Act ) involves significant time and attention from the SEM’s personnel and such demands are likely to increase over time . SEM or its affiliates and personnel may be subject to regulatory examinations, investigations or enforcement actions that require additional time and attention from SEM’s personnel and that could distract from the management of the Spectrum Funds’ affairs . Enforcement actions and any re sulting sanctions that have an adverse effect on SEM or its personnel could in turn have an adverse effect on the Spectrum Funds . In certain cases, a Spectrum Fund or its portfolio companies themselves could become subject to regulatory investigation or enforcement actions that could involve significant costs or otherwise adversely affect such Spectrum Fund or its portfolio companies.

Changes in Environment . A Spectrum Fund's investment program is intended to extend over a period of years, during which the business, economic, political, regulatory, and technology environment within which the Spectrum Fund operates is expected to undergo substantial changes, so me of which may be adverse to such Spectrum Fund. A Spectrum Fund may not be permitted to, or be able to, make adjustments in its structure or investment strategy in order to adapt to such changes. SEM or its affiliates will have the exclusive right and au thority (within the limitations set forth in the applicable Governing Documents) to determine the manner in which a Spectrum Fund will respond to such changes, and the Limited Partners of such Spectrum Fund generally will have no right to withdraw from suc h Spectrum Fund or to demand specific modifications to such Spectrum Fund’s operations. The business, operating results, financial condition and prospects of many of the Spectrum Funds’ portfolio companies would likely be materially and adversely affected, as would the value of a Spectrum Fund’s investments in such companies, by general downward swings in the overall economy or in the technology industry. A drawn -out recession, downturns in the economy, deteriorations in the condition of an industry sector in which a Spectrum Fund has invested or adverse developments in the securities or credit markets may have an adverse impact on some or all of a Spectrum Fund’s investments. Additionally, a period of deteriorating general economic conditions could negativ ely impact the Spectrum Funds’ ability to dispose of their portfolio company investments by adversely affecting the market for acquisitions and public offerings . Factors affecting economic conditions, including, for example, inflation rates, interest rates, credit availability, industry conditions, competition, technological developments, domestic and worldwide political, military and diplomatic events and trends, tax laws and innumerable other factors , none of which will be within the control of SEM, can s ubstantially and adversely affect the business and prospects of the Spectrum Funds. Changing economic conditions could potentially adversely impact the valuation of portfolio holdings . Traditional exit opportunities for funds, such as the Spectrum Fund, have consisted primarily of initial public offerings and acquisitions of portfolio companies by other companies and, in the case of publicly traded companies, often for stock. The ability of the Spectrum Funds to sell securities and realize investment gains will depend upon favorable market conditions . Initial public offering and merger and acquisition opportunities, including acquisitions by publicly traded companies (including special purpose acquisition companies (“ SPACs ”)) may be limited or non -existent for extended periods of time, whether due to economic, regulatory or other factors. A sustained period of inactivity and/or low valuations in the public equity markets and/or lack of investor interest in initial public offerings could result in substantia lly lower liquidation values and substantially longer periods before liquidity is achieved in comparison with historical values, which would reduce the returns that could be achieved by a Spectrum Fund. In addition, factors specific to a portfolio company may have an adverse effect on a Spectrum Fund’s investment in such company. The economic environment for all companies may remain challenging. All portfolio companies may face intense competition, changing business and economic conditions, risks of technol ogical acceptance and obsolescence or other developments that may adversely affect their performance. The investment sourcing, selection, management and liquidation strategies and

procedures exercised by SEM in the past may not be successful, or even practicable, during a Spectrum Fund's term. Certain Considerations Related to Active Management . A Spectrum Fund will in certain cases (itself or together with other Spectrum Funds) own a significant or controlling interest in a given portfolio company. Because of such significant or controlling ownership, representation on the boards of directors (or equivalent), and/or contractual rights, such Spectrum Fund(s) may in certain cases be thought to control, participate in the management of or influence the conduct of portfolio companies. This could exp ose the assets of such Spectrum Fund(s), SEM, SEM employees and certain other persons to claims by a portfolio company, its security holders, its creditors or governmental agencies. Under the terms of the Governing Documents of such Spectrum Fund(s), such Spectrum Fund(s)’ assets may be available to indemnify SEM and certain other persons for losses or expenses incurred in any action related to conduct on behalf of such Spectrum Fund(s), subject to certain conditions, and such Spectrum Fund(s) may have the ability to recall distributions previously made to the Limited Partners of such Spectrum Fund(s) (subject to certain limitations set forth in the Governing Documents of such Spectrum Fund(s)) for the purpose of satisfying such liabilities. Beyond direct costs, such disputes may adversely affect such Spectrum Fund(s) in a variety of ways, including by distracting SEM personnel and harming relationships between such Spectrum Fund(s) and their portfolio companies or other investors in such portfolio companies as well as reputational harm to SEM, SEM personnel, such Spectrum Fund(s) and/or their portfolio companies . Political Instability and Military Actions . There are, and will likely continue to be, conflicts throughout the world among various state and non -state actors (collectively, “ Military Actions ”). Military Actions have caused, and are currently expected to continue to cause, (i) significant disruptions to global financial systems, international trade, and the transportation and energy sectors, among other disruptions, (ii) the displacement of millions of people, causing acute global refugee crises, and/or (iii) an increase in the threat of nuclear acc idents or attacks, cyberattacks and further regional or global conflicts (including a potential expansion of current Military Actions to other countries as well as other potential conflicts, including, but not limited to, conflicts in other geographic loca tions and between other state and non -state actors), among other potentially dire consequences. As a result of certain Military Actions, countries and governing bodies, including the United States , the United Kingdom and the European Union , have, and may in the future, put in place global sanctions and other severe restrictions or prohibitions on the activities of certain individuals and businesses connected to such Military Actions. Private companies have implemented, and may in the futur e implement, (i) 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 the applicable state and non -state actors and/or (ii) the divestiture of subsidiaries and

assets that are located in the applicable state actors or otherwise associated with the applicable state and non -state actors. The impact of Military Actions on the supply chain and commodity prices can be profound and may result in substantial inflation in one or more countries (or globally). However, the ultimate impact of Military Actions and the effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Spectrum Funds or any particular industry, business, currency or country and the duration and severity of those effects, is impossible to predict. Military Actions may have a significant adverse impact and result in significant losses to the Spectrum Funds . This impact may include reductions in revenue and growth, unexpected operational losses and liabilities and reductions in the availability of capital. Developing and further governmental actions (military or otherwise) may cause additional disruption a nd constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which a Spectrum Fund intends to pursue, all of which could adversely affect such Spectrum Fun d’s ability to fulfill its investment objectives . Impact of Market and Economic Uncertainty on Capital Deployment . Ongoing global economic uncertainty and volatility in the financial markets have contributed to a cautious and, in some cases, paralyzed environment within the venture capital, growth equity and private equity industry. As a result, the Spectrum Funds may face significant challenges in identifying and executing attractive investment opportunities in a timely manner. This may lead to a prolonged period during which a meaningful portion of capit al commitments in such Spectrum Funds remain undeployed, or in some cases, may never be fully invested. The combination of macroeconomic headwinds, shifting valuations and reduced transaction activity may delay capital deployment well beyond initial expectations. Consequently, investors in the Spectrum Funds should be prepared for the possibility of extended investment timelines, delayed capital calls, and slower realization of returns, all of which could negatively affect the Spectrum Funds’ overall perfor mance and IRR. Force Majeure Events . Investments may be subject to catastrophic events and other force majeure events. These events could include fires, floods, earthquakes, adverse weather conditions, pandemics, assertion of eminent domain, strikes, acts of war (declared or undeclared), rio ts, terrorist acts, “acts of God” and similar risks. These events could result in a partial or total loss of an investment or significant down time resulting in lost revenues, among other potentially detrimental effects. Some force majeure risks are generally uninsurable, and, in some cases, purchase, sale, financing or other agreements (including those relating to a portfolio company investment) can be terminated if the force majeure event is so catastrophic that it cannot be remedied within a reasonable time period. Extraordinary Events . Terrorist activities, anti-terrorist efforts, armed conflicts involving the United States, its interests abroad or other countries and natural disasters may

adversely affect the United States, other countries, global financial markets and global economies and could prevent a Spectrum 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 certain financial markets and the Spectru m Funds in ways that cannot presently be predicted. Risks Associated with Artificial Intelligence (“AI ”). The use of AI is increasing rapidly, which presents both significant opportunities for growth and competitive advantage, but also introduces substantial risks to SEM, the Spectrum Funds, and the Spectrum Funds’ portfolio companies . Portfolio companies of the Spectrum Funds with an AI focus and each portfolio company of the Spectrum Funds deciding to use or not use AI in various ways 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 rapidly render existing technologies and business models obsolete . Accordingly, a Spectrum Fund’s investment in a portfolio company with an AI -focus or using or not using AI carries a s ignificant risk of depreciation due to technological obsolescence and the value of such investment could decline if such portfolio company fails to stay at the forefront of technological advancements. The widespread adoption of AI could also lead to significant economic and labor market disruptions, including job displacement and changes in the demand for certain skills. This could result in regulatory restrictions on the use of AI, which could negative ly impact the Spectrum Funds’ portfolio companies. Governments and regulatory bodies worldwide are already scrutinizing AI technologies for potential ethical, privacy and security concerns, and new laws, guidel ines or standards could be introduced that imp ose stringent requirements on companies using AI. The regulatory landscape for the use of AI is likely to continue to evolve . These changes could lead to increased costs associated with compliance, litigation or modification of business practices for SEM and the Spectrum Funds’ portfolio companies. Regulatory shifts might also restrict the scope of operations or make certain business models untenable, which translates to heightened risk that the Spectrum Funds’ portfolio companies will require additional ti me and resources to adapt to new regulatory conditions. The uncertainty of market changes and increased regulation makes a Spectrum Fund’s investments in portfolio companies that make use of AI, or otherwise develop AI, risky. Given the Spectrum Funds’ exposure to software, data and consumer internet oriented portfolio companies, rapid advancements in AI technologies and AI -enabled business models may have a disproportionate impact on the Spectrum Funds. The integration of AI -driven tools into existing products and services may compress pricing, reduc e switching costs, alter competitive dynamics or diminish the perceived differentiation of certain software, data and consumer internet offerings. In addition, public market valuatio ns of certain software, data and consumer internet companies have recently experienced significant volatility and, in some cases, sharp declines, in

part due to investor reassessments of the long -term impact of AI on traditional software, data and consumer internet business models. Such volatility and repricing in public markets may adversely affect private market valuations, financing conditions and exit opportunities. These dynamics may result in multiple contractions , increased impairment risk, longer hold periods or reduced exit proceeds for software, data and consumer internet -focused investments. Such developments may also affect the Spectrum Fund s’ ability to source, price and structure new investments in software, data and consumer internet -driven sectors on terms consistent with historical expectations. In addition, SEM may use AI technology models, including generative AI and similar technologies, to aid in the development of infrastructure and technology, and to assist in the research process as well as in developing, evaluating and implementing strategies. While SEM endeavors to evaluate AI models before using them in its business, and is continuously developing protocols for use of AI which attempt to address certain known risks associated with the technology, there can be no assurance that it will do so successfully, and the use of AI may adversely affect SEM and the Spectrum Funds. For example, AI may create output that superficially appears correct but may in fact be incorrect . There is also no assurance that SEM can successfully assert proprietary rights in AI -generated output. The intellectual property laws relating to AI -generated works of authorship or inventions are unclear, and there is no assurance that intellectual property laws would be sufficient to permit SEM to protect its AI -generated o utput in the event that others obtain access to it . Conversely, it is possible that the output from any AI model may be similar to preexisting content on which the AI model was trained and there is a risk that SEM and the Spectrum Funds could incur liability or expense in connection with claims of infringement or similar claims by third parties related to information which SEM receives through AI. Further, while SEM may restrict certain uses of third -party and open source AI tools, such as ChatGPT, SEM’s employees and service providers and the Spectrum Funds’ portfolio companies may use these tools, which poses additional risks relating to the protection of SEM’s, the Spectrum Funds’ and such portfolio companies’ proprietary data, including the potential exposure of SEM’s , the Spectrum Funds’ and such portfolio companies’ confidential information to unauthorized recipients and the misuse of SEM’s or third-party intell ectual property, which could adversely affect SEM, the Spectrum Funds and/or the Spectrum Funds’ portfolio companies. Given the rapid pace of AI’s use and development, it is difficult to fully assess the risks associated with AI. Difficulty in Valuing Portfolio Investments . A Spectrum Fund’s investment portfolio will consist primarily of high -risk investments in privately held companies, and most of such Spectrum Fund’s investments will be difficult to value. There will be no readily available market for most of a Spectrum Fund’s investments. Valuations of such investments as determined by SEM and its affiliates may vary from s imilar valuations performed by other investors or independent third parties for the same or similar types of securities or assets, and there can be no assurance that the valuations of such securities reflect true fair market value . The value of a Spectrum Fund’s investments

may also be affected by changes in accounting standards, policies, or practices . Due to a wide variety of market factors and the nature of the investments to be held by a Spectrum Fund, there is no guarantee that the value determined by SEM and its affiliates will represent the value that will be realized by such Spectrum Fund on the eventual disposition of the investments or that would, in fact, be realized upon an immediate disposition of the investments. [In many cases, valuations for private technology companies have experienced decreases relative to their valuations in connection with prior funding rounds . Some companies with substantial valuations based on private investment rounds have had initial public offerings or have been acquired at valuations below those established by prior private investment rounds . A general decline in valuations may impact the ability of the Spectrum Funds to ultimately realize returns commensurate with the valuations that are reflected in any materials presenting prior investment performance, which would reduce the investment results of such Spectrum Funds. Failure of Financial Service Providers and Banking System Instability . The failure of a bank, lender, broker, custodian or other financial service provider (each, a “ Financial Service Provider ”), such as those of Silicon Valley Bank (“ SVB”) and Signature Bank (“ Signature ”) in March 2023 and First Republic Bank (“ FRB”) in May 2023, with which the Spectrum Funds or their portfolio companies have a commercial relationship, could adversely affect, among other things, the Spectrum Funds’ and their portfolio comp anies’ ability to access deposits, establish new lines of credit or utilize existing lines of credit (or the costs and terms associated with such lines of credit), consummate transactions and meet obligations, which in turn could have an adverse impact on the Spectrum Funds and their portfolio companies . While the Spectrum Funds will seek to utilize Financial Service Providers that they believe are creditworthy and capable of fulfilling their obligations to the Spectrum Funds , the failure of a Financial Ser vice Provider may be caused by a variety of factors that are outside of the Spectrum Funds’ control, including negative market sentiment, a rapidly changing interest rate environment, a “run” on withdrawals, fraud, increase in defaulted loans, poor performance or accounting irregularities. Failure of a Financial Service Provider could also hinder the ability of investors in the Spectrum Funds to satisfy capital calls, which could lead to shortfalls in such Spectrum Funds’ available cash and other disruptions to such Spectrum Funds’ operations. Assets held by regulated Financial Service Providers in the U .S. are frequently insured up to stated amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, or the Securities Investor Protection Corporation, in the case of certain broker -dealers. Although governmental intervent ion resulted in additional protections for depositors in connection with the failures of SVB and Signature in March 2023, there is no guarantee that there will be such governmental intervention in the future or that such governmental intervention will avoid the risk of loss of, or delays in accessing, uninsured amounts. Neither the Spectrum Funds nor their portfolio companies expect to limit deposit or other accounts at any particular Financial Service Provider to the minimum amount insured . As a result, the Spectrum Funds and their portfolio companies are subject to losses in respect of uninsured

accounts in the event of Financial Service Provider failures. The Spectrum Funds’ and their portfolio companies ’ ability to spread its banking and other financial relationships among multiple Financial Service Providers may be limited by certain contractual arrangements, including requirements of credit facilities (e.g., “subscription” lines) and other business, op erational and administrative considerations. Contemporaneous with the collapse of SVB and Signature, liquidity concerns with other banks (particularly U .S. regional banks, which included FRB) resulted in fear of instability in the banking system. Systemic concerns with the banking and financial system have occurred at other times as well. Uncertainty in the banking and financial systems can result in signifi cant and widespread deterioration in market and economic conditions by disrupting access to capital and other financial services, which could adve rsely affect the performance of the Spectrum Funds and their portfolio companies . Monetary Policy and Governmental Intervention . The U.S. Federal Reserve (the “Federal Reserve”) and global central banks, including the European Central Bank, have, in addition to other governmental actions to stabilize markets and to encourage economic growth, acted to hold interest rates at various l evels over time; however, periods of accommodative monetary policy have contributed to inflationary pressures in global economies, including the United States. Central banks may implement, adjust or reverse mo netary policy measures, including interest rate changes, in response to evolving economic and financial conditions. It cannot be predicted with certainty when, or how , these policies will change, but actions by the Federal Reserve and other central bankers may have a significant effect on interest rates and on the U.S. and world economies and financial markets generally, which in turn may affect the performance of the Spectrum Funds’ investments . Further financial or economic crises may result in additional governmental intervention in the markets. In addition, the consequences of the extensive changes to the regulation of various markets and market participants contemplated b y the legislation and increased regulation arising out of financial crises are difficult to predict or measure with certainty . Inflation and Deflation . Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Spectrum Funds ’ investments can decline. Deflation risk is the risk that prices decline over time —the opposite of inflation . Deflation may have an adverse effect on the creditworthiness of any companies underlying the Spectrum Funds ’ investments and may make defaults more likely, w hich may result in a decline in the value of the Spectrum Funds ’ investments. Higher inflation and rising input costs will put pressure on a portfolio company’s profit margins, particularly where pricing power is lacking. For example, heightened competition for workers, tariffs, supply chain issues and rising energy and commodity prices have contributed to increasing wages and increases in prices for other inputs. Government efforts to combat inflation, including through interest rate increases,

may erode consumer sentiment and result in a recession. If a portfolio company is unable to increase its revenue in times of higher inflation, its profitability will be adversely affected. Typically, as inflation rises, a portfolio company will earn more revenue but also will incur higher expenses; as inflation declines, a portfolio company might be unable to reduce expenses in line with any resulting reduction in revenue. In addition to inflation, possible stagflation resulting in slow economic growth, on the one hand, and increasing prices for goods and services sold, on the other hand, could also have an adverse effect on a Spectrum Fund and its portfolio companies. In response to economic downturns and other disruptions , multiple world governments, as well as inter -governmental institutions, have undertaken various forms of fiscal stimulus measures, including lowering interest rates and undertaking so called “quantitative easing.” Such stimuli, unless successfully managed and scaled back at the appropriate time, may be inflationary. In addition, there is significant concern in macroeconomic terms about the levels of indebtedness carried by certain governments. While bringing with it a range of issues, one of the consequences of an extended period of a higher -than-desired level of inflation is often to erode in real terms the value of government debt . This element of debt erosion may create an incentive for governments to be less robust in seeking to deal with inflation than might otherwise have been the case had the government concerned not suffered from a high level of indebtedness . If such events occur , it would have the negative consequences for the Spectrum Funds set out above. Conflicts of Interest SEM and its related entities engage in a broad range of advisory and non -advisory activities, including investment activities for their own account and for the account of the Spectrum Funds, and providing transaction -related, legal, management and other services to the Spectrum Funds and their portfolio companies. SEM will devote such time, personnel and internal resources as are necessary to conduct the business affairs of the Spectrum Funds in an appropriate manner, as required by the Governing Documents, although the Spectrum Funds and their respective investments will place varying levels of demand on these over time. In the ordinary course of SEM conducting its activities, the interests of a Spectrum Fund likely will conflict with the interests of SEM, one or more other Spectrum Fund s, portfolio companies, SEM personnel or their respective affiliates in certain circumstances. There can be no assurance that SEM will resolve all conflicts of interest in a manner that is favorable to a particular Spectrum F und and its investors . Certain of these conflicts of interest are discussed herein. The Governing Documents of a Spectrum Fund will generally contain certain protections for investors against certain conflicts of interest faced by the applicable general partner and its affiliate s, but will not purport to address all types of conflicts that may arise, and such Governing Documents will generally override or modify duties (including fiduciary duties) that might, only to the extent permitted by applicable law, otherwise exist in the absence of such provisions. As a general matter, SEM will determine all matters relating to structuring transactions and Spectrum Fund operations using its reasonable judgment considering all factors it

deems relevant, in its sole discretion, but subject in certain cases to the required consents of advisory committee of the applicable Spectrum Funds under the Governing Documents. Other Activities of the Managing Directors . SEM personnel will be engaged in some activities unrelated to the Spectrum Funds, including, without limitation, managing personal or family investments, attending to charitable or community endeavors and participating in industry -related activities. SEM personnel reserve the right to manage their own personal or family investments, whether or not through a formal family office or estate planning structure, and to pay or receive compensation relating to these arrangements . Conflicts are expected to arise in the allocation of time, services, resources, or investment opportunities among the Spectrum Funds and other such activities. There will be substantial overlap between the partners and members of the general partner entities of each Spectrum Fund . As a result, such partners and members will be subject to a variety of conflicts of interest arising from their independent duties to, and differing interests in, each Spectrum Fund. Allocation of New Investment Opportunities in New Portfolio Companies between Predecessor Spectrum Funds and Successor Spectrum Funds . Until predecessor Spectrum Funds have used their remaining capital capacity for investments in new portfolio companies, as determined in good faith by their general partners, investment opportunities in new portfolio companies may be offered to and pursued by both predecessor Spectrum Funds and successor Spectrum Funds . Allocations between such Spectrum Funds will be determi ned on a case -by-case basis as determined by the applicable Managing Directors in their good faith discretion, taking into account the nature and size of the opportunity (including projected follow -on financing requirements), a desire to complete an older fund’s active investing cycle before making investments from a newly -formed fund, the amount of capital available for investment, portfolio construction, the life cycle of the applicable Spectrum Funds (including the age or remaining “investment period” of such Spectrum Funds) and such other fund, legal or regulatory requirements (including, but not limited to filings required by the Hart –Scott–Rodino Antitrust Improvements Act of 1976, as amended (“ HSR”)), whether the investment opportunity arose from an existing investment of a predecessor Spectrum Fund (e.g., a spinoff or spinout from an existing portfolio company) and such other factors as the applicable Managing Directors consider relevant. This po tentially could include having a predecessor Spectrum F und and a successor Spectrum Fund co -invest in a new portfolio company investment opportunity. To the extent that the Spectrum Funds co-invest in a new portfolio company, the sharing of that investment may not necessarily be pro rata relative to the respec tive capital commitments or remaining available capital of such Spectrum Funds. Even after a successor Spectrum Fund has commenced investing, SEM may again consider predecessor Spectrum Funds for investment opportunities in new portfolio companies if prede cessor Spectrum Funds subsequently have additional capital available for new investment opportunities (e.g.,

because of proceeds received from the disposition of a portfolio investment or because amounts reserved for follow -on investments are no longer needed for that purpose) and is still permitted by its governing agreements to make investments in new portfolio companies. Government Filings; Antitrust Risks . Certain investments by the Spectrum Funds are expected to require filings with both U.S. and/or non -U.S. government agencies. In some cases, this may be the result of the applicable company being a regulated business. In other cases, this may be the result of the nature or size of the investment itself. For example, certain investments by the Spectrum Funds are expected to require filings under HSR, based in part on the aggregate amount of capital invested by the Spectru m Funds in a particular company. Government filings in connection with investments such as HSR filings would result in additional costs being incurred by the Spectrum Funds and may result in delays in closing certain investments or ultimately preclude the Spectrum Funds from consummating certain investments. Such filings may also require disclosure of confidential information regarding the Spectrum Funds , the Limited Partners and the Spectrum Funds’ investments to government agencies. Failure to make a filing with a government agency, or failure to do so on a timely basis, can lead to additional costs, penalties, delays and other consequences. In addition, the Federal Trade Commission (the “FTC”) and other U.S. and non -U.S. regulators have recently focused on transactions in the technology sector as part of a broader antitrust agenda aimed at technology companies. If a transaction involving a portfolio company (including a transaction relating to the acquisition or disposition by the Spectrum Funds of such portfolio company) is prohibited on antitrust grounds, pre or post -closing, such prohibition is likely to have an adverse impact on such portfolio company (or the Spectrum Funds’ ability to acquire or dispose of its interest in such portfolio company). A rulemaking effective February 10, 2025 significantly expanded HSR reporting requirements and substantially increase d the burden on reporting parties, leading to impacts on transaction timing and certainty. However, in February 2026, a federal court vacated that rulemaking, and the ruling is subject to appeal and potential further regulatory action. As a result, the scope of applicable HSR reporti ng requirements and review processes may continue to evolve, and transaction timing and certainty may be less predictable than in prior years. Additional disclosure requirements include reporting on officers and directors and submission of additional transaction related documents, regular course business plans and descriptions of business lines, among other requirements. As such, t ransactions in the technology sector are expected to face significant antitrust scrutiny, resulting in potentially significant additional costs, delays and risks to successful transaction completion. On January 25, 2024, the FTC launched an inquiry scrutinizing the investments and partnerships of five technology companies relating to certain artificial intelligence (“AI”) startups and subsequently issued a staff report analyzing the competitive implications of such arrangements. These developments reflect expanding scrutiny by the FTC and other government agencies related to AI and companies in the AI sector.

Increased scrutiny by regulators may lead to additional costs and risks for portfolio companies in the AI sector and other portfolio companies deploying AI -based or other emerging technology. Allocation of Follow -on Investment Opportunities . SEM’s general policy is to consider follow -on investment opportunities (whether involving a financing round by a company or a secondary purchase of outstanding securities of such company, or otherwise) in a particular portfolio company on a priority basis for the Spectrum Fund(s) that has a then -existing investment in such portfolio company . Follow-on investment opportunities in companies in which more than one Spectrum Fund has a then-existing investment wi ll be allocated for priority consideration by such Spectrum Funds that have a then -existing investment in such company in proportion to their relative ownership percentages of such portfolio company, provided that SEM and its affiliates may allocate such opportunities differently (including to other Spectrum Funds that have not previously invested in such company) if they determine, in their discretion, that such different allocation is appropriate under the circumstances (including, without limitation, if one or more of the funds lacks sufficient unreserved capital for such follow -on investment), which may result in one Spectrum Fund taking advantage of participation, preemptive or similar rights that were otherwise held by another Spectrum Fund. In other cases, strict adherence by a portfolio company to participation, preemptive or similar rights may impact the allocation of a follow -on investment if one of such Spectrum Funds does not have such rights or if the apportionment of such rights differs from th e relative ownership percentages of the Spectrum Funds in such portfolio company . To the extent that there is additional capacity in a follow -on investment opportunity after it is considered for the Spectrum Fund(s) with the existing investment in the company, SEM may offer the opportunity to other Spectrum Funds. Other Matters Related to Overlapping Investments with Other Spectrum Funds . Spectrum Funds may hold or may acquire positions in portfolio companies in which one or more other Spectrum Funds are investing or have invested . Similarly, Spectrum Funds may hold or acquire a position in companies in which other Spectrum Funds hold or are acquiring investments . Such investments may be coincident or precede one another . Where initial investments by Spectrum Funds in the same company are made at different times, or where follow -on investments in a company in which more than one Spectrum Fund has an investment are made in proportions that differ from their then -existing ownership percentages of that company, conflicts of interest may arise with regard to valuations, exit opportunities and other matters. Even if investments in the same company by Spectrum Funds are made in the same securities, at the same times and in the same proportions across multiple financing rounds, conflicts may arise because of different liqui dity needs, different time horizons, different “carried interest” percentages or different “carried interest” entitlements at a particular time among such Spectrum Funds. In addition, conflicts may arise to the extent that a Spectrum Fund invests in the securities of a portfolio company that have different rights than, and/or are senior in

the company’s capital structure to (e.g., debt vs. equity), the securities of such portfolio company held by another Spectrum Fund. In that regard, actions may be taken by such Spectrum Funds that are adverse to one another, including, but not limited to, during an exit (including a potential sale) and/or a restructuring , bankruptcy or other insolvency proceeding or similar matter . Where SEM, its affiliates, or other Spectrum Funds invest in different parts of the capital structure of a portfolio company, their respective interests may diverge significantly in the case of an exit (including a potential sale) and/or the financial distress of the company . In a bankruptcy proceeding, a Spectrum Fund’s interest may be subordinated or otherwise adversely affected by virtue of another Spectrum Fund(s)’involvement and actions relating to their investment. This may result in loss or substantial dilution of such Spectrum Fund’s investment, while such other Spectrum Fund(s) recover all or part of amounts due to them . In addition, where a Spectrum Fund is a creditor of a portfolio company in which other Spectrum Funds hold more junior securities, such Spectrum Fund may take actions in its own interests with respect to its rights as a creditor (e.g., with respect to brea ches of covenants) that may be adverse to the interests of the other Spectrum Funds as junior creditors or equity holders. There can be no assurance that the terms of or the return on one Spectrum Fund’s investment will be equivalent to or better than the terms of or the returns obtained by any other Spectrum Funds participating in the transaction. SEM’s ability to implement a Spectrum Fund’s strategies effectively may be limited to the extent that contractual obligations entered into in respect of investme nts made by other Spectrum Funds impose restrictions on such Spectrum Fund engaging in transactions that SEM may otherwise be interested in pursuing. SEM and its affiliates generally intend to allocate disposition opportunities with respect to a particular portfolio company among Spectrum Funds that have an interest in such portfolio company in proportion to their relative ownership percentages of such portfolio company; provided, that SEM and its affiliates may allocate such opportunities differently if they determine, in their discretion, that such different allocation is appropriate under the circumstances, and accordingly, disposition opportunities w ill not necessarily be made at the same time or in proportion to dollars invested in that company or relative ownership percentages in that company. In such cases, SEM and its affiliates will allocate disposition opportunities among the Spectrum Funds in t heir discretion, taking into account (without limitation): the relevant provisions in agreements related to the applicable entities’ investment in the portfolio company (such as “tag -along” or “piggy -back” rights); the relative ownership percentage of, and the relative amount invested by, each applicable entity in the portfolio company; the amount of gain (or loss), realized and unrealized, and the resulting multiple of invested capital and internal rate of return, on each applicable entity’s investment in the portfolio company at the time of such disposition opportunity, whether on an absolute basis or relative to SEM’s expectations or goals; the type of securities held by each entity in the portfolio company; liquidity needs for each applicable entity and the investment cycle of each applicable entity; respective holding periods for the investment of each applicable entity; the nature of the disposition opportunity, including the size of the opportunity;

current and anticipated market conditions; tax, legal or regulatory considerations; and such other factors that SEM and its affiliates may determine to be relevant. As a result, Spectrum Funds may dispose of the same investments at different times, in different forms (i.e., cash vs. in -kind) and at different prices . SEM and its affiliates may reach different decisions regarding the allocation of investment and disposition opportunities in respect of each Spectrum Fund in situations that might otherwise appear to be similar. In addition, SEM and its affiliates may have a financial incentive to support the interests of certain Spectrum Fund(s) by causing other Spectrum Fund(s) to invest (or to avoid investing) in a portfolio company, to invest on terms less favorable to such other Spectrum Fund(s) than they might otherwise obtain or to exercise its rights as a holder of portfolio company securities or otherwise act in a manner that helps, or minimizes harm to, the relevant other Spectrum Fund(s). In particular, there may be an incentive to cause a Spectrum Fund to provide capital to a portfolio company in order to maximize the likelihood that such portfolio company will survive, to enhance the value of the other Spectrum Fund(s)’ investment or to facilitate the disposition of the other Spectrum Fund(s)’ investment in such portfolio company, even when doing so would entail an unattractive investment, or an investment on unattractive terms, by such Spectrum Fund. In any such case, the profitability of such Spectrum Fund(s)’ investment, and such Spectrum Fund(s)’ overall performance, may be substantially reduced. Some or all of an investment opportunity that is allocated by SEM to one Spectrum Fund may be the result of participation, preemptive or similar rights that other Spectrum Fund(s) had to invest in such opportunity or may otherwise represent an opportunity that was made available to SEM because of the pre -existing investments of such other Spectrum Fund(s) in the relevant portf olio company. Where multiple Spectrum Funds invest in the same company at different times, the first Spectrum Fund to invest will typically, but not always, bear a higher level of diligence, costs and expenses than later Spectrum Funds; similarly, to the extent a transaction does not proceed, the first Spectrum Fund that intended to invest will bear the full amount of broken deal expenses relating to the transaction, regardless of whether other Spectrum Funds could or would have invested in the company in potential futur e transactions. SEM and its affiliates reserve the right from time to time to express inconsistent views of commonly held investments or of market conditions more generally . There can be no assurance that the return on a Spectrum Fund’s investments will be the same as the returns obtained by other Spectrum Funds participating in a given transaction . Given the nature of the relevant conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to each applicable S pectrum Fund . In that regard, actions taken for one or more Spectrum Funds may adversely affect one or more other Spectrum Funds.

Allocation of Investment Opportunities Between the Select Opportunities Funds, Overage Vehicles and Other Spectrum Funds . As noted above, SEM has formed, and may in the future form, one or more Select Opportunities Funds . In addition, SEM has formed, and may in the future form, one or more investment vehicles (each, an “ Overage Vehicle ”) as part of SEM’s “Discretionary Overage Program”, for the purpose of co -investing with certain Spectrum Funds in follow -on investments in existing portfolio companies of ot her Spectrum Funds, whether or not such Spectrum Funds participate in such investments where certain criteria and investment thresholds have been met in respect of the relevant portfolio companies. The investors in any Select Opportunities Fund and/or Overage Vehicle will include some, but not all, Limited Partners of the other Spectrum Funds and/or persons affiliated with them and may include persons and entities that are not Limited Partners of the other Spectrum Funds . SEM will determine in its sole discretion the persons and entities to which interests in any Select Opportunities Fund or Overage Vehicle may be offered. The operation of the Select Opportunities Funds and the Overage Vehicles gives rise to certain potential conflicts of interest, some (but not all) of which are discussed below . The Select Opportunities Funds and the Overage Vehicle generally will bear a management fee on invested capital only (as opposed to on aggregate capital commitments), which may , in addition to the conflicts discussed in “ Compensation ” below, create an incentive for SEM and its affiliates to allocate a larger portion of investment opp ortunities to a Select Opportunities Fund or the Overage Vehicle, as applicable, in order to increase the aggregate amount of management fee paid by the relevant Spectrum Funds and the Select Opportunities Fund or the Overage Vehicle, as applicable. In addition, the relevant Spectrum Funds and Select Opportunities Funds and/or Overage Vehicles may charge different carried interest percentages . SEM and its affiliates also have an incentive to allocate investment opportunities between the relevant Spectrum Fu nds and the Select Opportunities Fund or the Overage Vehicle, as applicable, in a manner that SEM and its affiliates believe will maximize the amount distributable to SEM and its affiliates with respect to the “carried interest” payable by the relevant Spe ctrum Funds and the Select Opportunities Funds or the Overage Vehicle, as applicable. With respect to allocations of investment opportunities between the relevant Spectrum Funds, on one hand, and a Select Opportunities Fund, on the other hand, SEM intends that investment opportunities in a portfolio company in which the relevant Spectrum Funds (but not a Select Opportunities Fund) have an existing investment will generally be allocated first to the relevant Spectrum Funds and, if applicable, predecessor or successor Spectrum Funds that have an existing investment in the applicable portfolio company , and/or to the other Spectrum Fund(s) that such investment opportunity is determined to be more appropriate for until they have taken their full desired portion (if any) of such opportunity ( which determination is made by SEM and its affiliates in their discretion taking into consideration, among other things, whether the applicable investment opportunity’s profile aligns with the

investment objective and criteria applicable to such other Spectrum Fund(s)), with any remaining portion of such investment opportunities then considered for such Select Opportunities Fund. Any excess portion of such follow -on investment opportunity may then be considered for a Select Opportunities Fund in the discretion of SEM or its affiliates. Once the relevant Spectrum Funds (but not a Select Opportunities Fund), have taken their full desired portion of such opportunities, a Select Opportunities Fund t hen making investments in new portfolio companies may be considered for such investment opportunities if any excess is available . In determining the desired portion of an investment for the relevant Spectrum Funds, SEM and its affiliates will take into account such factors as they determine to be relevant (including, without limitation, anticipated or projected investment performance ; the nature and size of the investment opportunity (including projected follow -on (or subsequent follow -on) investment requirements); the amount of capital that the relevant Spectrum Funds have available for investment generally and for the particular com pany (which depends in part on the relevant Spectrum Funds’ reserves for such investment and other investments; the relevant Spectrum Funds’ available cash; the relevant Spectrum Funds’ portfolio construction and diversification (by stage, geography and se ctor); the age or remaining “investment period” of the relevant Spectrum Funds and the expected timing for realization of potential returns; regulatory issues that may arise from the participation of the relevant Spectrum Funds in the investment opportunit y (including, but not limited to, HSR Filings); and any investment restrictions or investment opportunity allocation provisions in the Governing Documents of the relevant Spectrum Funds. With respect to allocations of investment opportunities between the relevant Spectrum Funds, on one hand, and the Overage Vehicle, on the other hand, SEM and its affiliates will allocate investment opportunities in the manner described in the Governing Doc uments of the relevant Spectrum Funds, which generally depend on the size of the applicable investment opportunity relative to the capital commitments of the applicable Spectrum Funds that the applicable Overage Vehicle is co -investing with, the available capital of the applicable Overage Vehicle, investment restrictions applicable to the participating Spectrum Funds, the availability of strategic investors, and any other factors deemed relevant in consultation with the advisory committees of the applicable Spectrum Funds. SEM and its affiliates will in certain cases reach different decisions regarding the allocation of investment and disposition opportunities in respect of the relevant Spectrum Funds and the Select Opportunities Funds or the Overage Vehicle, as applicable, in situations that might otherwise appear to be similar. Compensation . The Governing Documents provide SEM and its affiliates with wide ranging authority to make determinations, including those related to investment purchases and dispositions (and their timing), valuation and other matters that in each case have the potential to affect SEM and its affiliates’ compensation. In making such determinations, SEM is subject to potential conflicts of interest. For example, the

potential to earn additional compensation creates an incentive for SEM or its affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Spectrum Fund’s m anagement fee and carried interest compensation arrangements. SEM and its affiliates expect to be incentivized to cause a Spectrum Fund to make, hold, value and/or dispose of investments in order to receive greater ongoing management fees and, potentially, earlier and/or larger carried inte rest distributions than would otherwise be the case. With respect to any Spectrum Fund that bears all or a portion of its management fee on invested capital (as opposed to on aggregate capital commitments), SEM or an affiliate will calculate invested capital based on the aggregate cost basis of investments (including any bridge financings) held by such Spectrum Fund for U.S. federal income tax purposes (other than investment securities that have been completely written off as worthless for U.S. federal income tax purposes). As such, where the management fee is calculated taking into account invested capital and/or is otherwise based on the valuation of a Spectrum Fund’s investments, SEM and its affiliates will have incentives to make determinations that result in the continued payment of, or a higher, management fee. Where the Governing Documents do not require management fees to be reduced in connection with investment reorganizations, restructurings, roll -over investments, extraordinary dividends or similar transactions, SEM and its affiliates are incentivized to pursue such transactions in lieu of transactions that would result in a reduction in management fees payable to SEM . Additionally, the amount of carried interest owed to the general partner of the applicable Spectrum Fund is dependent in part on the amount and timing of investment dispositions and such general partner expects to be subject to related potential conflicts of interest in determining whether and when to dispose of investments and/or make distributions, within the requirements of the relevant Governing Documents. Principal and Cross Transactions . Subject to any consent and other conditions expressly required under the applicable Governing Documents, from time to time one or more Spectrum Funds may purchase securities of one or more companies from other Spectrum Funds or may sell securities of portf olio companies to one or more other Spectrum Funds (including to a Select Opportunities Fund on the terms set forth in the applicable Governing Documents), provided that the transfer is consistent with SEM’s fiduciary obligations to each Spectrum Fund part icipating in the cross transaction. Such a transaction entails a conflict of interest because SEM or an affiliate thereof acts for each of the Spectrum Funds involved and may have an incentive to improve the performance of one Spectrum Fund by selling an underperforming asset to another Spectrum Fund (for example, to increase the “carried interest” payable to SEM or its affiliates by such other Spectrum Fund). Where a Spectrum Fund purchases securities of portfolio companies directly or indirectly from ot her Spectrum Funds, the proceeds of such transactions will generally inure to the benefit of such other Spectrum Funds and their investors, and not to the

applicable portfolio company. In addition, a Spectrum Fund may make an investment in a portfolio company of another Spectrum Fund at or after the time such other Spectrum Fund disposes of a portion of its investment in such portfolio company, including in connection with a financing that provides proceeds for the disposing Spectrum Fund . Without limiting the generality of the foregoing, SEM and its affiliates may also cause a Spectrum Fund to “warehouse” investments for a successor Spectrum Fund, subject to the consent of the advisory committee of such Spectrum Funds to transfer the “warehoused” investments to such successor Spectrum Fund . Moreover, SEM or an affiliate may, in certain circumstances, engage in a “principal” transaction in which a Spectrum Fund purchases securities from, or sells securities to, SEM or an affiliate . In analyzing such principal transactions, SEM and its affiliates may have a conflict between acting in the best interests of the Spectrum Fund and assisting itself or its affiliates by selling or purchasing a particular security . SEM will seek the Spectrum Fund’s consent (via an advisory committee consent or otherwise) in connection with any principal transaction to the extent required under the Advisers Act. Parallel Funds, Employee Investment Funds and Similar Vehicles . Certain Spectrum Funds are established as parallel limited partnerships (each a “ Parallel Fund”) to other Spectrum Funds to address the needs of certain Limited Partners or to address other tax or regulatory issues . Such other Spectrum Funds may exit an investment in a portfolio company by a sale or disposition of the securities of such portfolio company while a Parallel Fund may exit an investment in the same portfolio company by a sale or oth er disposition of securities of a “blocker corporation ” that holds the securities of such portfolio company . In certain circumstances, a purchaser of a portfolio company may not be willing to acquire an interest in a “blocker corporation” , which could require a restructuring or sale of the underlying securities and may result in additional transaction complexity, costs, timing delays or differential outcomes among the applicable Spectrum Funds. Parallel Funds and Employee Investment Funds may also engage in re -balancing “cross trades” pursuant to the terms of their Governing Documents if and as the relative capital commitments between the funds change during their respective fundraising periods. Co -Investment Opportunities . SEM or its affiliates may, but are under no obligation to, offer co -investment opportunities to select Limited Partners (without making any such opportunity available to all Limited Partners), as well as to other private investors, groups and/or individu als. Given the nature and timing of co -investment opportunities, while SEM or its affiliates may bring co -investment opportunities to the attention of certain Limited Partners (and may charge fees and/or “carried interest” with r espect to such opportunities), there is no guarantee that they will bring co investment opportunities to the attention of any particular Limited Partner notwithstanding that other Limited Partners may have been invited to participate and SEM and/or its aff iliates may be subject to conflicting interests with respect to offering co-investment opportunities. Any Limited Partner participating in a co -investment must satisfy independently the investor qualification standards and other regulatory conditions appl icable to such co -investment and, in any event, SEM and its affiliates

shall reserve the final right to accept or reject the participation of such investors in the co -investment opportunity. Co -investments by Limited Partners or third parties may be made directly in the applicable portfolio company or may be made through special purpose vehicles formed by SEM or its affiliates, which special purpose vehicles may include investments from person s associated with SEM and/or which may be for one or multiple co -investments. SEM or its affiliates may (but shall not be obligated to) receive fees, “carried interest” or other compensation in connection with such co investments (and the terms of any such fees, “carried interest” or other compensation may differ from the terms of the applicable Spectrum Funds with regard to such matters). Any such fees, “carried interest” or other compensation received from co investors in connection with an investment in a portfolio company will not offset the management fee payable by the applicable Spectrum Funds or otherwise benefit the applicable Spectrum Funds or its investors . Such co -investment opportunities may arise in connection with the applicable Spectrum Fund s’ initial investment in a portfolio company or in connection with a follow -on round for a portfolio company in which the applicable Spectrum Funds have previously invested (including follow -on rounds where SEM has determined that the applicable Spectrum F unds will not participate). Co -investment opportunities (if any) for Limited Partners (or persons or entities associated with Limited Partners) or third parties (including investors in other Spectrum Funds) will be made available on a case -by-case basis by SEM or its affiliates if an d when they determine that it is in the best interests of the applicable Spectrum Funds to do so (taking into account, among other factors, the applicable Spectrum Funds’ desired portion (if any) of an investment opportunity). The factors that SEM and its affiliates may consider in allocating any particular co -investment opportunity to one or more Limited Partners (or persons or entities associated with Limited Partners) or to third parties include, among others: general co -investment interest (whether a p rospective co -investor has indicated to SEM a desire to make investments of the type offered by the opportunity (e.g., the business and stage of the company or the size of the available co -investment opportunity)); specific co -investment interest (whether a prospective co -investor has proactively approached SEM in respect of potentially co -investing in a particular portfolio company if and to the extent that an opportunity is available); participation in previous co -investment opportunities offered by SEM; timing (how quickly the prospective co -investor is able to conduct its own due diligence and make its own decision with respect to an opportunity); ability to make the investment (whether a prospective co -investor has the financial and other resources to m ake the investment); quality of deal partner (whether SEM believes that a prospective co -investor will represent a good syndicate partner in connection with the investment, including by giving confidence that such prospective co -investor will be able to me et future investment needs of the portfolio company); strategic value (e.g., the potential of the co -investor to introduce strategic relationships or provide operating advice or other industry expertise to the portfolio company); portfolio company interest in particular co -investors; capital commitment or potential capital

commitment to Spectrum Funds (the size of a prospective co -investor’s capital commitment to other Spectrum Funds and/or the potential for such co -investor to commit to another Spectrum Fund); and such other factors relevant to the relationship of a particu lar investment opportunity to a given prospective co -investor. Co -investors (including an entity formed and managed by SEM or an affiliate to co invest with the applicable Spectrum Funds in a particular investment) may be granted or allowed certain rights to participate in follow -on investments with respect to the particular portfolio company but will not necessarily be granted or offered such rights or otherwise be required to participate in follow -on investments (whether or not the applicable Spectrum Funds participate). If SEM has formed an entity managed by SEM or an affiliate to facilitate a co -investment with the applicable Spectrum Funds in one or more particular portfolio companies, disposition opportunities with respect to such portfolio company will be allocated between such entity and the applicable Spectrum Funds as determined by SEM and its affiliates in their sole discretion (subject to any specific requirements in the governing agreements for such co -investment entity), taking into consideration such factors that they consider to be relevant, including (i f applicable) but not limited to, those described under “Other Matters Related to Overlapping Investments with Other SEM Funds” above. In certain cases, co -investors may receive a portion of any fees payable by the applicable portfolio company that might otherwise have been received by SEM or employees of SEM and that might otherwise have reduced the management fee payable by the applicab le Spectrum Funds. In connection with co -investment opportunities, some co -investors (which may include one or more Limited Partners) may be provided with the opportunity to serve on the board of directors of the applicable portfolio company. A position on the board of direc tors of a portfolio company provides such co -investors with voting rights, access to information and the ability to potentially influence the operations and decision-making of the portfolio company that are not available to other investors in the applicabl e Spectrum Funds. In certain cases, co -investors may also have contractual rights that require the approval of the co -investors for certain major actions relating to the applicable portfolio company, such as a sale of the company or the issuance of additio nal equity by the company. Such rights would limit the ability of SEM and its affiliates to take actions with respect to the portfolio company that they consider to be in the best interests of the applicable Spectrum Funds. In certain instances, a Limited Partner or persons or entities associated with a Limited Partner may make an investment in the same company as the applicable Spectrum Funds pursuant to an opportunity sourced directly by such Limited Partner (or such associated person or entity) or made available to such Limited Partner (or such associated person or entity) by someone other than SEM, the applicable Spectrum Funds or their affiliates.

As further described above, SEM will not be required to offer any co -investment opportunities or investments in which an Overage Vehicle or a Select Opportunities Fund participates to the Limited Partners and such entities will generally receive priority o ver Limited Partners with respect to potential investment opportunities that SEM believes are appropriate investments for an Overage Vehicle or a Select Opportunities Fund, as applicable. In the event that a proposed co -investment opportunity in a new or existing portfolio company is not consummated, certain costs and expenses will likely have been incurred by the applicable Spectrum Funds in pursuit of such investment opportunity, includin g (without limitation), legal, financial, travel and other business diligence costs and expenses. While SEM generally expects to seek to cause potential co -investors to bear their proportionate share of such costs, such costs and expenses may be paid solely by the Spectrum Fund(s) participating in such investment and in such instance, any potential co -investors (including participants in any Overage Vehicle) to which SEM had offered (or may have intended to offer) such opportunity will not bear any portion of such “broken deal” costs and expenses. If a co -investment by co -investors through an entity formed by SEM or its affiliates does close, the portion of unreimbursed transaction expenses incurred by the applicable Spectrum Funds in connection with such i nvestment, unreimbursed expenses incurred by the applicable Spectrum Funds in connection with the ongoing monitoring of its investment in the applicable company and any other unreimbursed expenses incurred by the applicable Spectrum Funds with respect to s uch investment that are payable by the co -investors (if any) will be determined on a case -by-case basis by SEM and its affiliates in good faith (in each case, subject to such co -investment entity having sufficient capital available to pay for such expenses ). SEM may not have the ability and in any event will have no obligation to cause co -investors to bear any expenses incurred by the applicable Spectrum Funds or to bear any particular portion of such expenses (and will have no obligation to pro rate or ot herwise reduce the amount paid by the applicable Spectrum Funds in respect of any such expenses to take into account the co-investment). Transactions Between the Spectrum Funds or Portfolio Companies and Former Employees of Spectrum Equity . SEM may, in its discretion, cause the Spectrum Funds and their portfolio companies to have ongoing business dealings, arrangements, or agreements with persons who are former employees of SEM (including, without limitation, by making an investment in a port folio company founded by such a former employee or where such a former employee is a current employee, as further discussed below), and has done so with respect to certain Spectrum Funds. The applicable Spectrum Funds and 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 SEM an d such Spectrum Funds (or such portfolio companies) in determining whether to engage in or to continue such dealings, arrangements, or agreements, including the possibility that SEM 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. Without limiting the

generality of the foregoing, other Spectrum Funds have invested in companies that have been formed by former SEM employees, or with respect to which former SEM employees are involved as founders, employees or otherwise, and such Spectrum Funds will also ma ke such investments if the applicable general partners determine that any such investment is appropriate for such Spectrum Funds. Fund Expenses . Each Spectrum Fund will pay and bear all expenses related to its operations . The amount of these expenses will be substantial and will reduce the actual returns realized by Limited Partners on their investment in such Spectrum Fund (and may, in certain circumstances, reduce the amount of capital available to be deployed by such Spectrum Fund in investments ). Such expenses include recurring and regular items, as well as extraordinary expenses for which it may be hard to budget or forecast. As a result, the amount of such expenses ultimately called or called at any one time may exceed expectations. As described further in the applicable Governing Documents and “ Other Fees and Expenses ” above, such expenses encompass a broad swath of expenses and include all expenses of operating the applicable Spectrum Fund . Although the costs and expenses of organizational expenses are separately categorized and typically subject to a limit under the applicable Governing Documents, ongoing expenses to be borne by Limited Partners and not classified as organizational expenses include costs that relate to organizational matters, such as costs and expenses of administering “side letters” entered into with Limited Partners. In addition, certain expenses will be in curred by certain Spectrum Funds for the benefit of a particular Limited Partner (for example, in connection with compliance with any obligations imposed on such Spectrum Funds by a “side letter” entered into with such Limited Partner) and not all Limited Partners. In most cases, such expenses will be borne by such Spectrum Funds and not by such Limited Partner individually . Expenses to be borne by SEM and its affiliates are only limited to those items specifically enumerated in the Governing Documents (such as rent for office space, office furniture and salaries of its employees), and all other costs and expenses in operating a Spectrum Fund will generally be borne by such Spectrum Fund, and therefore indirectly by its Limited Partners. Expenses may be incurred that are attributable to more than one Spectrum Funds (including in connection with portfolio companies in which such Spectrum Funds have overlapping investments and in connection with the general operation and administration of su ch entities). The allocation of such expenses among such entities raises potential conflicts of interest, in part because expenses paid by a Spectrum Fund generally will affect the amount of “carried interest” that SEM or an affiliate acting as the general partner of such Spectrum Fund will receive. From time to time, SEM or an affiliate will be required to decide whether costs and expenses are to be borne by the Spectrum Funds, on the one hand, or SEM or affiliates acting as the general partners of such S pectrum Funds, on the other, and/or whether certain costs and expenses should be allocated between or among a Spectrum Fund and its Parallel Funds, on the one hand, and other Spectrum Funds, on the other. SEM and its affiliates will make such judgments no twithstanding its interest in the outcome and

may make corrective allocations should, based on periodic reviews, it determine such corrections are necessary or advisable.

s that

As between the Spectrum Funds, common fees and expenses in respect of a particular portfolio company generally will be shared among such Spectrum Funds pro rata based on the amount invested in such portfolio company (unless SEM and its affiliates determine in good faith that another apportionment of a particular expense is equitable under the circumstances). SEM and its affiliates generally intend to allocate any other expenses attributable to multiple Spectrum Funds in an equitable manner as determined by SEM or such affiliates in good faith, taking into account such factors that it determines to be relevant for the particular expense. If any such entity does not have available assets to pay its allocable portion, SEM and its affiliates would adjust the a llocation of such expenses between such entities (with a greater portion being allocated to the entities with available assets) on a temporary basis or, if necessary, on a permanent basis. Valuations . SEM and its affiliates’ exercise of discretion in valuing the assets of the Spectrum Funds gives rise to conflicts of interest . For example, valuations influence SEM’s investment track record . SEM intends to apply its valuation policies and procedures, as in effect from time to time, in determining the valuation of the assets of the Spectrum Funds . Under its valuation policies and procedures, SEM considers a variety of inputs and factors in determining valuations in accordance with U.S. generally accepted a ccounting principles . In addition, annual valuations of the Spectrum Funds’ portfolio investments are generally subject to the approval of the applicable advisory committee (if any). Further, SEM and its affiliates generally provide valuations of the Spectrum Funds’ portfolio investments to the applicable advisory committee (if any) at other times that valuation is required pursuant to the applicable Governing Documents, and the applicable advisory committ ee (if any) has a right to object to such valuation s as described in the applicable Governing Documents. In addition, due to the current economic climate, many private technology companies have recently experienced decreases to their valuations as compared to prior financing rounds or have not seen their valuations continue to increase at the rate of prior years. Given the Spectrum Funds’ exposure to software, data and consumer internet oriented portfolio companies, valuations may also be particularly sensitive to changes in public market trading multiples and investor sentiment in those sectors. Public market valuations of certain relevant software, data and consumer internet companies have recently experienced significant volatility and, in some cases, declines, including as a result of investor reassessments of the impact of AI and evolving business models on traditional software, data and consumer internet companies. Changes in public or private market comparables or other market -based valuation inputs may result in adjustments to the fair value of the Sp ectrum Funds’ portfolio investments and may increase the volatility of reported valuations. The value of the Spectrum Funds’ investments may also be affected by changes in accounting standards, policies, or practices. Due to a wide variety of market factors and the nature of the investments to be held by the Spectrum Funds, there is no guarantee that the value determined by SEM and its affiliates will represent the value that will

be realized by the Spectrum Funds on the eventual disposition of the investments or that would, in fact, be realized upon an immediate disposition of the investments. SEM’s wide-ranging authority on the determination of write -offs, write -downs and the criteria used by the relevant general partner of a Spectrum Fund or its affiliates in valuing an investment, or determining whether an investment is written off or written down , have the potential to be subjective, to be influenced by market information and other factors and to vary over time. SEM is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the Governing Documents . Because, in certain circumstances, the amount of SEM’s compensation may be dependent in part on the net asset value of a Spectrum Fund’s investments , the relevant general partner of such Spectrum Fund faces potential conflicts of interest in determining the fair market values of such investments, which it will do in its sole discretion . Although SEM intends to operate in accordance with the Governing Documents, as well as its valuation policy, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policy will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations. Due to the illiquid nature of most of the Spectrum Funds’ investments, there can be no assurance that the valuations determined by SEM will be consistent with how such investments would be valued by an independent third party. It is possible that an independent third party would have reduced the valuation of one or more of the Spectrum Funds’ investments while SEM continues to ascribe a higher value to su ch investments, which could result in the amount of management fees payable by the applicable Fund to SEM being materially different (and greater) than it would have been had such independent third party’s valuations been used to calculate the amount of management fees payable by a Spectrum Fund for such period. Transactions Between Portfolio Companies of the Spectrum Funds . Portfolio companies of the Spectrum Funds may engage in commercial transactions (including mergers and acquisitions) with one another from time to time as they determine to be appropriate in their business judgment. A merger or similar transaction between portfolio companies of different Spectrum Funds may result in certain Spectrum Funds receiving securities of a portfolio company of other Spectrum Funds . SEM anticipates that material transactions between portfolio companies generally would be on arm’s length terms or on terms otherwise considered to be equitable to both companies under the circumstances. Advisory committee consent of the applicable Spectru m Funds would not be required for such transactions . Limited Partner consent would also not be required for such transactions. However, such transactions could benefit the portfolio company of some Spectrum Funds more than the portfolio company of other Sp ectrum Funds. SEM anticipates that it will from time to time recommend the products or services of a portfolio company of certain Spectrum Funds to other portfolio companies of other Spectrum Funds . SEM will be presented with a conflict of interest in making such

recommendations in that it has an incentive to maintain goodwill with the existing and prospective portfolio companies of its funds, while the products or services recommended may not necessarily be the best available to its other portfolio companies. Alth ough use of any such products or services by a Spectrum Fund’s portfolio company would be voluntary, a Spectrum Fund’s portfolio company may nevertheless feel conflicted in their choice of vendors and might select the portfolio company of the other Spectru m Funds when there are better or cheaper products or services offered by unrelated companies. The benefits received by a portfolio company of such Spectrum Funds regarding a product or service may be greater than those received by the portfolio company of the other Spectrum Funds regarding such product or service. Selection and Recommendation of Service Providers. SEM generally exercises discretion to recommend to a Spectrum Fund or to a portfolio comp any that it contract for services with certain service providers. This discretion subjects SEM to conflicts of interest, because although SEM selects service providers that it believes are aligned with its operational strategies and will enhance portfolio comp any performance and, relatedly, the returns of the Spectrum Fund s, SEM has a potential incentive to recommend t he person (including a Limited Partner) because of its financial or other business interest. There is a possibility that SEM, because of such belief or for other reasons (including whether the use of such persons could establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer -term benefits to the Spectrum Fund s or SEM), would favor such retention or continuation, even if a better price and/or quality of service could be obtained from another person. SEM will n ot necessarily seek out the lowest cost options when incurring (or causing a Spectrum Fund or recommending that the portfolio comp anies incur) such expenses. It is possible that service providers will consider the overall level of work performed for SEM, the Spectrum Fund s or the portfolio comp anies in determining whether to provide reduced rates or increased benefits to SEM. Although SEM generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived quality, sect or competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending service providers. SEM expects to be subject to potential conflicts of interest where certain administrative and other functions are performed by SEM personnel would not be considered Spectrum Fund expenses, but service providers performing the same services generally would be considered Spectrum Fund expenses. Spectrum Fund Service Providers as Service Providers to SEM or its Affiliates. Certain service providers to the Spectrum Fund s or their portfolio comp anies (e.g., lawyers, accountants, lenders, banks, brokers, tax advisors) are also expected to provide services to SEM or its personnel or affiliates. The terms on which such services are provided to such persons and entities may, in certain circumstances, differ from (and be more favorable than) those on which similar services are provided to the Spectrum Funds or their portfolio comp anies or other third parties. Where such rates or terms include hourly components, SEM reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. Any

methodology, or choice among methodologies, involves potential conflicts of interest. Benchmarking data generally includes information relating only to hourly or project based rates, and so generally does not include the value of any profits, participation or equity interests (including co -investment opportunities) in or relating to portfolio comp anies with respect to which the relevant services are provided; as such, references to “market” or “arms’ -length” (or similar formulations) rates or terms refer only to the contracted -for hourly or project -based rates. In other cases, SEM and its personnel and affiliates may benefit from pricing discounts offered by service providers to both of the Spectrum Fund s (and their portfolio comp anies) and SEM and its personnel and affiliates (as compared to pricing available to other customers) that may primarily be the result of volume of activity (or expected volume of activity) with such service providers from the Spectrum Fund s and/or other SEM funds (and their portfoli o companies). In other circumstances, these service providers are expected to provide personal banking, private wealth or lending arrangements (including lending arrangements with respect to personal investments in or through SEM entities, whether or not relating to financing obligations of SEM personnel to fund their capital commitment obligations to the Spectrum Funds ) to SEM personnel and their estate planning vehicles. This creates a conflict of interest between SEM, on the one hand, and a Spectrum Fu nd or its portfolio comp anies, on the other hand, in determining whether to engage or recommend such service providers, including the possibility that SEM will favor the engagement or continued engagement of such persons if it or its personnel or affiliates receive a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by such Spectrum Fund or its portfolio comp anies. However, it is SEM’s practice to seek to select service provide rs for the Spectrum Fund s (and, if requested to recommend service providers for portfolio comp anies) that it believes are in the best interests of the Spectrum Fund s (or their portfolio comp anies) based on their merits and not based on the services, or the terms of such services, provided to SEM or its personnel or affiliates. SEM reviews its selection of service providers for the Spectrum Fund s and the arrangements between the Spectrum Fund s and such service providers. Secondaries; Bulk Sales of Assets; and Sale of Assets Alongside Other Spectrum Funds. There continues to be a significant market for secondary sales, General Partner-led transactions, continuation funds, successor fund investments and other transactions, and SEM reserves the right to dispose of (or seek additional capital for) Spectrum Fund 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 all or a portion of one or more investments that will continue to be managed by the sponsor following the transaction. SEM could determine to undertake such a transaction with respect to a Spectrum Fund for various reasons, including, for example, to balance competing interests between offering liquidity to existing Limited Partners and maintaining exposure to an asset or multiple assets where SEM believes there is the potential for additional value generation. Where undertaken, existing Limited Partners typica lly 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 (which could include a portfolio that combines assets from multiple funds sponsored by SEM and its affiliates), often on different terms than their original investment in such Spectrum Fund . However, to the extent SEM participates in such transactions with respect to such Spectrum Fund , certain of such transactions would be expected to involve: a Limited Partner investing (or being required to invest) additional capital in such Spectrum Fund and/or other investment vehicles, a greater exposure to one or more particular portfolio companies, and/or a delay in the full liquidation of one or more of such Spectrum Fund’s investments. In other circumstances, even Limited Partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company would have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to such Spectrum Fund to the extent of its right to receive carried interest, if any), effectively diluting their interests. While typical exit scenarios for a Spectrum Fund ’s investments are expected to consist of acquisitions of portfolio companies by third -party buyers (including investment firms and other private investment funds) or sales of publicly traded securities by such Spectrum Fund following a portfolio company’s initial public offering, SEM may determine that it is in the best interests of such Spectrum Fund to dispose of one or more portfolio investments to a secondary buyer in a negotiated transaction (or in a similar transaction, which transaction could include Limited Partners (or related parties thereof) as potential buyers and may or may not include an option for Limited Partners to participate via a rollover or re -investment option). While this type of transac tion results in earlier liquidity for such Spectrum Fund , the total proceeds received by such Spectrum Fund could be less than the amount such Spectrum Fund would have received if it had continued to hold the investment until the portfolio company itself had a liquidity event (such as an acquisition or an initial public offering). To the extent that multiple investments of such Spectrum Fund are sold in any such transaction, the amount of proceeds received by such Spectrum Fund with respect to such investments may be less than the amount that could have been obtained if such assets had been sold separately. In addition, one or more other Spectrum Funds may sell investments alongside such Spectrum Fund in such a transaction. In connection with any such transaction involving such Spectrum Fund and other Spectrum Funds, it is expected that the sale proceeds (and certain related transaction expenses) will need to be allocated among the participating Spectrum Funds . The allocation methodology that is ultimately utilized will take into account a number of factors, including, without limitation, the relative values for the applicable investments that such Spectrum Fund and the other Spectrum Funds reported to their respective Limited Partners , 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 such Spectrum Fund or the other Spectrum 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 SEM and its affiliates. Accordingly, the amount of proceeds (and related transaction expenses) that would be allocated among such Spectrum Fund and other Spectrum Funds is uncertain and could be materially different than would be the case had other factors been considered relevant (or more relevant) by SEM and its affiliates. Conflicts will arise with respect to any such allocation methodology, as SEM and its affiliates will have an incentive to allocate such proceeds and transaction expenses between such Spectrum Fund and the other Spectrum Funds in a manner that SEM and its affiliates believe will maximize the amount distributable to SEM and its affiliates with respect to the “carried interest” payable by such Spectrum Fund and the other Spectrum Funds. In any event, the amount received by a Spectrum Fund in a transaction involving multiple Spectrum Funds may be less than the amount that such Spectrum Fund would have received if only such Spectrum Fund ’s investments were sold in such transaction. Such a transaction may also have other benefits for SEM (such as reducing the number of portfolio companies that it is overseeing) that are not directly shared by investors in such Spectrum Fund . If the secondary buyer is an affiliate of SEM (e.g., another Spectrum Fund), Limited Partner consent would generally be required for such transaction pursuant to the Governing Documents of such Spectrum Fund s. Although relevant potential conflicts of interest would be disclosed to the Limited Partners prior to the closing of such transaction, there can be no assurance that SEM will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of such Spectrum Funds or any individual Limited Partner or group of Limited Partners. However, SEM reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required i n the Governing Documents of such Spectrum Funds. SEM is permitted to seek the consent of the Limited Partners to approve conflicts associated with such transactions and accordingly not all Limited Partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sal e or disposition of a Spectrum Fund’s investments, to the extent such transactions are not consummated, such Spectrum Fund , as permitted under the Governing Documents of such Spectrum Fund , is expected t o bear all of the related costs in the absence of an agreement with other parties to bear a portion of such costs. Further, in circumstances where SEM or an affiliate 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 SEM on the sale of an asset from a Spectrum Fund in such transaction), their incentives are expected to diverge from those of Limited Partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Spectrum Fund(s) , SEM, and any buyer group relating to the valuation and consideration offered for the subject investment(s) in the transaction. To the extent SEM requires existing Limited Partners and/or new buyers to commit capital to a continuation fund or another Spectrum Fund in addition to the purchase amount paid

for the relevant assets in a transaction (including commitments to the relevant fund in specified ratios to the purchase price), such requirement is expected to have a dilutive effect on the purchase price for the selling Spectrum Fund(s) and the Limited Partners. There can be no assurance that any such transaction will accurately reflect the fair market value of the investment(s) being sold. Further, SEM is expected to be incentivized, including through the possibility of receiving additional compensation, 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. Distributions in Kind . In certain instances, SEM or its affiliates may determine to distribute securities of a portfolio company in kind to the investors in a Spectrum Fund (including a co-investment vehicle) , while causing another Spectrum Fund (including a co-investment vehicle) that has invested in such portfolio company to continue to hold such portfolio company’s securities or otherwise sell such portfolio company’s securities for cash. Without limiting the foregoing, SEM or its affiliates, from time to time, expect to dist ribute securities of a portfolio company in kind to the investors in a Spectrum Fund while causing one or more other Spectrum Fund(s) (including a coinvestment vehicle or an Employee Investment Fund ) that is also invested in such portfolio company alongside such Spectrum Fund to sell such portfolio company’s securities for cash (for example, where the costs to effect a distribution in kind by such other Spectrum Fund(s) are disproportionate to the value of the securities that would have been distributed) , and vice versa . Any such distribution could result in downward pressure on the price of such securities, which would have an adverse effect on the net asset value of any Spectrum Fund that continues to hold such company’s securities (or the price at which a selling fund sells its securities) and may negatively impact the ultimate returns to such Spectrum Fund with respect to its investment in such company. If a Spectrum Fund makes a distribution in kind, its general partner will generally receive the same securities as the Limited Partners. Such general partner will act in its own interest with respect to its share of such securities and may determine to sel l the distributed securities (which may include selling its securities prior to the time at which a Limited Partner sells its distributed securities), hold such distributed securities for such amount of time as such general partner shall determine, or dist ribute such securities to such general partner’s beneficial owners (who then may make their own determinations as to whether to sell or hold such securities). In addition, to the extent permitted by the applicable Governing Documents, such general partner may choose to receive a distribution in kind but otherwise distribute cash proceeds to the Limited Partners. The ability of the general partner of a Spectrum Fund to act in its own interest with respect to such distributed securities (including whether to receive a distribution in kind when the Limited Partners receive cash proceeds) creates a conflict of interest between such general partner and its partners and affiliates, on the one hand, and the Limited Partners of such Spectrum Fund, on the other hand.

Investors as Portfolio Company Acquirers; Investors with an Ownership Interest in a Portfolio Company . In certain instances, an investor in one or more Spectrum Funds may directly or indirectly be a potential acquirer for a portfolio company of such Spectrum Funds or other Spectrum Funds in which it is not an investor . SEM anticipates that any such acquisition of a portfolio company by any such investor (or an affiliate thereof) would be on arms’ length terms and that any such investor (or affiliate) would not receive preferable terms resulting from its status as an investor in a Spectrum Fund . However, conflicts of interest may arise in such a situation . For example, SEM may have an incentive to engage in a sale process that favors such investor, despite such potential acquirer offering a lower price than other potential acquirers. In addition, the Spectrum Funds are generally permitted to make an investment in a prospective portfolio company where an investor in the Spectrum Funds (or an affiliate thereof) may directly or indirectly be an equity holder or beneficial owner of securities of such prospective portfolio company. SEM anticipates that any such acquisition of an interest in such a prospective portfolio company by such Spectrum Funds would be on arms’ -length terms and would be made without regard to any additional benefit su ch investor(s) (or their affiliate(s)) would receive as a result of their relationship with such prospective portfolio company. However, conflicts of interest may arise in such a situation. Competitive Portfolio Companies . The Spectrum Funds may invest in one or more companies that is a competitor of, or that subsequently becomes a competitor of, another company in which one or more other Spectrum Funds have invested . Such competitive situations may result in conflicts for SEM and its affiliates in their ongoing interactions with the competitive companies and could, in certain circumstances, result in SEM and its affiliates receiving less information about such companie s that they might have r eceived in the absence of such competitive situation . Competitive situations could also result in the Spectrum Funds or SEM and its associated persons (who are generally indemnified by the Spectrum Funds) facing legal claims regarding misuse of a company’s confidential information, breach of duties to the por tfolio companies or other matters related to the competitive situation. In certain cases, SEM may decline to pursue an opportunity for a Spectrum Fund because of a competitive situation even though the opportunity might otherwise be an attractive one for such Spectrum Fund. In addition, circumstances may arise in which a representative of SEM serves on the boards of portfolio companies that are or become competitors, which may give rise to fiduciary, confidentiality or regulatory concerns and may require SEM to implement measures such as recusals, information barriers, appointing an independent representative or result in SEM voluntarily or mandatorily relinquishing a board seat, which could limit SEM’s access to information or its ability to influence the strategic direction of the applicable portfolio compan ies. Partnership Agreement Conflicts . The Governing Documents establish complex arrangements among the Spectrum Funds, SEM, investors, and other relevant parties. From time to time, questions will arise regarding certain parties’ rights and obligations

in certain situations, some of which may not have been contemplated upon the negotiation and execution of the Governing Documents . In some instances, the operative provisions of the Governing Documents may be broad, unclear, general, conflicting, ambiguous or vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provisi on. While SEM will construe the relevant provisions of the Governing Documents in good faith and in a manner consistent with its legal obligations, the interpretations used may not be the most favorable to the Spectrum Funds or their investors.

Relationships with Related Persons As discussed in the subsection titled “ Participation or Interest in Client Transactions and Personal Trading ,” SEM and its related persons are, directly or indirectly, the general partners, Limited Partners and/or managing members of the general partner of each of the Spectrum Funds . SEM and its related persons manage multiple Spectrum Funds . This can create conflicts in the allocation of time, resources and investment opportunities among the Spectrum Funds. Please refer to the Governing Documents of the relevant Spectrum Fund for complete information on the requisite time commitments (if any) of SEM and its related persons to the Spectrum Funds and the allocation of investment opportunities among the Spectrum Funds . Please also refer to the description of SEM’s investment allocation practices described in the subsection “ Side -by-Side Management ” above . Employees of SEM and its affiliates may serve as officers, advisors, directors or in comparable management functions for portfolio companies in which the Spectrum Funds invest, or provide other services to portfolio companies, and may receive compensation in connection therewith . In connection with such activities, employees

of SEM may be given access to confidential information relating to companies in which the Spectrum Funds invest or may otherwise become subject to legal or contractual restrictions on their ability to effect transactions for the Spectrum Funds. As a result , the Spectrum Funds may, under certain circumstances, be prohibited for a period of time from engaging in transactions with respect to the debt or equity securities of certain portfolio companies, which prohibition may have an adverse effect on the Spectr um Funds. The above individuals may spend a substantial portion of their time with these related management activities . Subject to any specific consent or other requirements under the Governing Documents of the relevant Spectrum Funds, from time to time, certain Spectrum Funds (including Select Opportunities Funds) will hold or may acquire positions in portfolio companies i n which other Spectrum Funds invest or have invested . Such investments may be coincident with or precede one another . Follow-on investments in companies in which a Spectrum Fund and one or more other Spectrum Funds have invested may not necessarily be pro rata based on existing ownership in such companies . The Spectrum Funds may have divergent interests with respect to exit strategies from such investments, restructuring the capital structure or business of such companies or other matters affecting the investment in such companies . To the extent that multiple Spectrum Funds hold an interest in the same company, subject to the terms of the Governing Documents of the applicable Spectrum Funds , disposition opportunities with respect to that investment shall, to the extent practicable, be allocated among such Spectrum Funds on a basis that is fair and equitable to each Spectrum Fund as determined by SEM taking into account all relevant facts and circumstances. In connection with certain investments by a Spectrum Fund, some of such Spectrum Fund’s investors may participate in such investments directly or indirectly through a “blocker corporation” while other investors (and the SEM related person serving as such S pectrum Fund’s general partner) may participate without use of an intervening “blocker corporation”. This will create conflicts for SEM, particularly in structuring an exit from such investments given the varying tax implications to the Spectrum Fund’s gen eral partner and the Spectrum Fund’s other investors resulting from different exit structures. Returns from such investments to the Spectrum Fund’s general partner, including in respect of its carried interest, typically would not be reduced by any taxes, reduction in proceeds or other expenses borne by any investor participating in such investments directly or indirectly through a “blocker corporation”. Investments by a Spectrum Fund may cause SEM and its related persons to become subject to legal or contractual restrictions on their ability to effect transactions for other Spectrum Funds, for example due to the receipt of non -public information or due to the existence of a control relationship between SEM and a portfolio company . In addition, it is possible that in a bankruptcy proceeding a Spectrum Fund’s interest in a portfolio company may be adversely affected by another Spectrum Fund’s involvement and such other Spectrum Fund’ s actions relating to its investment.

SEM will determine all matters relating to structuring transactions, including the amount and terms of securities, allocation of securities among the relevant Spectrum Funds and amounts potentially available for co -investment opportunities, using its best judgment considering all factors it deems relevant and subject to any specific consent or other requirements under the Governing Documents or “side letters” for the relevant Spectrum Funds. Selection or Recommendation of Other Advisers SEM does not recommend or select other investment advisers for its clients and does not receive compensation from such advisers in a manner that would create a material conflict of interest . SEM does not have other business relationships with other advisers that create a material conflict of interest.

Under SEM’ s Code of Ethics, all Supervised Persons have a duty to act only in the best interests of the Spectrum Funds and potential conflicts and violations of the Code of Ethics must be promptly reported to SEM’s Chief Compliance Officer (“ CCO ”) or their designee . All Supervised Persons must acknowledge the terms of the Code of Ethics annually, or when amended . It is the expressed policy of SEM that no person employed by SEM shall prefer his or her own interest to that of a Spectrum Fund or make personal investment decisions based on the investment decisions of the Spectrum Funds . To supervise compliance with its Code of Ethics, SEM requires that Supervised Persons provide annual securities holdings reports and quarterly brokerage statements (or equivalent quarterly transaction reports) to the firm’s CCO or their designee . SEM requires such Supervised Persons to also receive approval from the CCO or their designee prior to investing in any initial public offerings or private placements . In an effort to prevent inappropriate securities transactions by SEM’s personnel, the CCO or their designee will maintain and make available a list of restricted securities Supervised Persons are strictly prohibited from trading on their own behalf in restricted securities without obtaining the prior written approval of the CCO.

.

SEM requires that all Supervised Persons act in accordance with all applicable federal and state regulations governing investment advisory practices . SEM also has a policy prohibiting the use of material non -public information. Any individual not in observance of the above may be subject to discipline or termination . Accordingly, should SEM or any of its Supervised P ersons come into possession of material non public or other confidential information with respect to any public company, SEM generally would b e prohibited from communicating such information to Limited Partners (except in the case of select periodic reporting to Limited Partners and, certain information shared with a Spectrum Fund’s advisory committee in certain other circumstances), and SEM will have no responsibility or liability for failing to disclose such information to Limited Partners as a result of following their policies and/or procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of SEM personnel serving as directors of public companies and may restrict trading on behalf of clients, including a Spectrum Fund. SEM will provide a complete copy of its Code of Ethics to any client or prospective client upon written request. Participation or Interest in Client Transactions; Personal Trading As general partners, Limited Partners and/or managing members of the general partners of each of the Spectrum Funds, related persons of SEM (including certain employees) have indirect beneficial interests in the securities owned by the Spectrum Funds and will share in any profits and l osses generated by the Spectrum Funds’ investments. Moreover, in certain situations, related persons of SEM may purchase or have purchased interests in the same portfolio investments held by one or more Spectrum Funds . All such transactions are subject to compliance with SEM’s Code of Ethics as described above . Any access person who has or acquires ownership of an issuer through a private placement (excluding any indirect investment in an issuer via a direct or indirect interest in a Spectrum Fund) must affirmatively disclose that interest to the CCO or their designee . SEM and/or certain related persons of SEM may, on rare occasions, directly or through one or more entities, sell securities in which they have a direct or indirect ownership interest to certain Spectrum Funds in connection with certain “warehousing” transactions, provided that the sale is consistent with SEM’s fiduciary obligations to the Spectrum Funds. Such transactions will be fully disclosed and the written consent of the appropriate Spectrum Fund (which, in certain circumstances, may be provided by th e Spectrum Fund’s advisory committee) will be obtained prior to the consummation of any such transactions in accordance with Section 206(3) of the Advisers Act to the extent that such transactions constitute “principal transactions” under Section 206(3). Moreover, SEM expects to cause certain Spectrum Funds (including Select Opportunities Funds) to engage in “cross transactions” via the purchase or acquisition of a security from, or the sale or transfer of a security to, another Spectrum Fund,

provided that such transaction is consistent with the provisions of the applicable Governing Documents and SEM’s fiduciary obligations to each Spectrum Fund participating in the cross transaction. While SEM endeavors at all times to act in the best interests of the Spectrum Funds, investors should be aware that such transactions create a potential conflict of interest.

In selecting brokers, SEM’s primary consideration will be to obtain the most favorable net result for the Spectrum Funds under the circumstances, which may not involve the lowest possible commission cost . In selecting broker -dealers to effect securities transactions, SEM seeks to obtain best execution by considering factors including, but not limited to, the price and size of the order, the trading characteristics of the securities involved, the value of research provided by each broker, the broker’s execution abilities, commission rates, and financial responsibility and responsiveness . The applicability of specific criteria will vary depending upon the nature of the transaction, the market in which it is executed, and the extent to which it is possible to select from among multiple brokers or dealers . Research and Soft Dollar Benefits SEM does not engage in soft dollar arrangements with respect to securities transactions for the Spectrum Funds . Service SEM Providers and Client Referrals Subject to SEM’s obligation to seek best execution of all transactions for its clients, SEM may consider referrals of investors in determining its selection of third-party service providers. Accordingly, SEM may have an incentive to select or recommend a broker-dealer or other service provider based on its interest in receiving investor referrals. Any such determinations will be made in accordance with SEM’s fiduciary obligations to the Spectrum Funds and SEM’s compliance policies and procedures.

Trade Aggregation Although SEM does not often trade in public securities, in such circumstances where more than one Spectrum Fund is either selling or buying the same type of security, SEM will, to the extent possible, generally place a combined order for the Spectrum Funds engaged in the purchase or sale of the same security if, in its good faith determination, joint execution would be consistent with its duty to seek best execution, consistent with the terms of the participating Spectrum Funds’ Governing Documents, and oth erwise in the best interest of the Spectrum Funds.

Annual reports generally contain an individual capital account statement as of the end of such fiscal year, a listing of investments held by the Spectrum Fund and the audited financial statements of the Spectrum Fund. The quarterly reports generally conta in unaudited financial statements of the Spectrum Fund for the fiscal quarter. Investors are requested to refer to the Governing Documents of each Spectrum Fund for further information on the reports provided by a particular Spectrum Fund to its investors.

otherwise remit such benefits to the Limited Partners of such Spectrum Fund in accordance with such Spectrum Fund’s Governing Documents. As described above, SEM from time to time engages Third -Party Consultants and Advisors that provide financial and other professional services to third parties, including to Spectrum Fund portfolio companies . Any remuneration paid to such Third-Party Consultants and Advisors by Spectrum Fund portfolio companies generally will not offset the advisory fees payable to SEM and its affiliated entities by the applicable Spectrum Fund pursuant to such Spectrum Fund’s Governing Documents . Accordingly, the Spectrum F unds and their investors do not benefit from any such remuneration paid by Spectrum Fund portfolio companies to such Third -Party Consultants and Advisors . Investors are requested to refer to the Governing Documents of each of the Spectrum Funds for complete information on the additional compensation received by SEM or its affiliates or Supervised Persons in connection with a particular Spectrum Fund’s investments and the amount of the applicable advisory fee offset. Third Party Compensation for Client Referrals SEM and related entities of SEM may enter into cash compensation arrangements with unaffiliated placement agents or other third parties for introducing investors to a Spectrum Fund in accordance with the requirements of Rule 206(4) -1 of the Advisers Act . Any sales charge associated therewith will ultimately be payable by SEM and/or its related entities, either directly or through an offset of the advisory fee payable by the relevant Spectrum Fund to SEM. An investor will not bear any additional charges as a result of an introduction through a placement agent or other unaffiliated third party . Moreover, as described above, SEM may consider referrals of investors to the Spectrum Funds in determining its selection of third-party service providers. SEM endeavors at all times to put the interests of the Spectrum Funds first as part of SEM’s fiduciary duty . Nevertheless, the receipt of compensation by the placement agents creates a potential conflict of interest and may affect the judgment of placement agents when making referrals to SEM and the Spectrum Funds .

In addition, upon the final liquidation of any such Spectrum Fund, SEM will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to such Spectrum Fund to all investors promptly after completion of the audit.

SEM’s investment advice is provided to the Spectrum Funds and their respective general partners and not to investors in the Spectrum Funds individually . SEM is not required to, and generally does not, contact investors in the Spectrum Funds prior to transacting any business for the Spectrum Funds except as required by the Governing Documents .

SEM votes all proxies in a prudent manner, considering the prevailing circumstances at such time and in a manner consistent with the Proxy Voting Policies and Procedures and SEM’s fiduciary duties to the Spectrum Funds. SEM reviews each proposal submitted for a vote on a case -by-case basis to determine whether it is in the best interest of the applicable Spectrum Fund . As a result, depending on the Spectrum Fund’s particular circumstances, SEM may vote one Spectrum Fund’s securities differently than it votes those of another Spectrum Fund, or may vote differently on various proposals, even though the securities or propos als are similar (or identical). In some instances, SEM may determine that it is in a Spectrum

Fund’s best interest for SEM to “abstain” from voting or not to vote at so accordingly .

all and will do

Prior to exercising its voting authority, SEM, in consultation with the CCO and legal counsel, as appropriate, reviews the relevant facts and determines whether or not a material conflict of interest may arise due to business, personal or family relationships of SEM, its owners, its employees or its related persons, with persons having an interest in the outcome of the vote. If a material conflict exists, SEM takes steps to ensure that its voting decision is based on the best interests of the applicable Spectrum Funds and is not a product of the conflict . SEM may, at its discretion, (A) seek the advice of the applicable advisory committee in voting such security (if any); (B) disclose the conflict of interest to the Limited Partners of the Spectrum Fund and defer to the Spectrum Fund’s voting recommendation; (C) defer to the voting recommendation of an independent third-party provider of proxy voting services; and/or (D) take such other action in good faith (in consultation with SEM’s inside or outside coun sel) which would serve the best interest of the Spectrum Fund. Depending on the particular circumstances involved, the appropriate resolution of one conflict of interest may differ from the resolution of another conflict of interest, even though the gener al facts underlying both conflicts may be similar (or identical). SEM will deliver to each Limited Partner of a Spectrum Fund, upon written request, a complete copy of its Proxy Voting Policies and Procedures and/or information on how it voted proxies for the applicable Spectrum Fund .