New Enterprise Associates: investment adviser

other future funds to which NEA provides investment advisory services, which may include funds formed for one investor (each a “Fund,” and collectively, the “Funds”), in each case, that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). NEA was formed in 1977. NEA Management Company, LLC was formed in 2006 and is controlled by its sole owner, NEA Manager TC, LLC, which is controlled by its managing member, NEA Manager Holdings MF, LLC, which in turn is controlled by its directors, Scott D. Sandell, Anthony A. Florence, Jr., and Mohamad Makhzoumi. Scott D. Sandell, Anthony A. Florence, Jr., and Mohamad Makhzoumi collectively comprise NEA’s Executive Committee. NEA provides investment advisory services to Funds that primarily focus on early-stage and venture growth equity investing. The Funds invest in a broad range of technology and healthcare sectors across multiple stages and geographies. NEA’s discretionary investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and disposing of such investments. Although investments are made predominantly in non-public companies, certain Funds will make investments in public companies, Crypto Assets (as defined below), and other investment funds or similar entities sponsored by third-party managers to the extent consistent with the relevant Fund’s investment strategy and objectives and its Governing Documents (as defined below). NEA’s advisory services to each Fund are detailed in the relevant limited partnership agreement (each, a “Partnership Agreement”), individual manager letter agreement, the private placement memorandum, and/or other analogous organizational documents of the Funds (collectively with the relevant Partnership Agreement, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds are referred to in this Brochure as “investors” or “limited partners.” Investors and prospective investors in each Fund should refer to the Governing Documents of the relevant Fund for information on the investment objectives and investment restrictions with respect to such Fund. There is no assurance that any of the Funds’ investment objectives will be achieved. The Funds or the General Partners have entered into side letters or other similar

agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing certain terms (including economic or other terms) of, the Governing Documents with respect to such investors, and such rights are not made available to investors generally. Such Side Letters generally are disclosed only to investors in the applicable Fund that have separately negotiated with NEA for the right to review such Side Letters. NEA also forms co-investment vehicles or other entities to co-invest with or alongside certain other Funds in one or more portfolio companies. Please refer to each Fund’s Governing Documents and the “Conflicts of Interest” section in this Brochure, including “Co-Investment by Limited Partners and Others” below, for additional information related to co-investment vehicles. NEA does not sponsor any wrap fee programs. Certain NEA employees conduct investment advisory business activities from temporary locations as part of the Firm’s business continuity plan or work from home practice. As of December 31, 2025, NEA managed $35,582,968,154 in client assets on a discretionary basis. NEA does not manage client assets on a non-discretionary basis.

Generally, the Funds will pay NEA, quarterly in advance, an annual management fee (the “Management Fee”) of 0.00-1.75% of aggregate investor capital commitments (“Commitments”) of a Fund, as detailed in each Fund’s Governing Documents. Certain Funds, or certain investors in such Funds, or other investment vehicles, including employee vehicles (such as the NEA Ventures Program Vehicles (as defined below)) pay a reduced Management Fee or do not pay a Management Fee at all. With respect to certain Funds, the Management Fees payable to NEA by certain investors are reduced relative to the Management Fees payable by other investors in the same Fund and certain investors may not bear any portion of the Management Fee. Please refer to the Governing Documents of each of

the Funds for complete information on the amount and timing of Management Fee payments. Depending on the terms of the Governing Documents, for certain Funds, Management Fees will be payable during term extensions unless otherwise agreed with Fund investors. The Governing Documents provide that certain Fund’s Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value. As further specified in the relevant Governing Documents, from the effective date of the relevant Fund until a Management Fee stepdown date, if applicable, Management Fees generally will be charged based on a formula tied to the amount of the relevant Fund’s aggregate Commitments, although in certain Funds the Management Fee is charged based on invested capital. Further, after the date specified in the Governing Documents in which management fee base is adjusted (the “Stepdown Date”), Management Fees for certain Funds generally will be charged and calculated based on a formula tied to the aggregate fair value of a Fund’s remaining portfolio investments or the amount of investment contributions (including, where applicable, a Fund borrowing component and the amount of any capitalized transactionspecific fees and expenses of unrealized investments) made by the relevant Fund relating to the Fund’s aggregate investment(s) in its investments that have not been realized or completely written off for U.S. federal income tax purposes (such investments “Impaired Value Investments”). Under the Governing Documents, where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Stepdown Date Management Fees (to the extent they are calculated based on the aggregate cost basis of a Fund’s remaining portfolio investments) will not be calculated based upon such appreciated value, and will instead continue to be calculated based on the amount of such investment contributions. In many circumstances, the post-Stepdown Date Management Fee base (to the extent Management Fees are calculated based on the aggregate cost basis of a Fund’s remaining portfolio investments) will include capitalized transaction-specific fees and expenses of unrealized investments. Further, Management Fees generally will not be reimbursed or refunded under the Governing Documents in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant calculation period. To the extent Management Fees are assessed in advance, the Funds’ Governing Documents require such Management Fees to be returned to the limited partners of such Funds should NEA’s management services to the Fund be terminated prior to the end of the period in respect of which the Management Fees have been paid (including, for example, situations where the final distribution by a Fund occurs prior to the end of a period for which Management Fees have already been paid). The General Partners, NEA, and certain other persons associated with NEA are permitted to receive directors’ fees, consulting fees or other remuneration from portfolio companies of a Fund (or prospective or former portfolio companies) (whether in cash, securities, options or

otherwise and including, for the avoidance of doubt, break-up and monitoring fees) (“Transaction Fees”) from portfolio companies or prospective portfolio companies of the Funds. Subject to the provisions of the applicable Governing Documents, Transaction Fees will typically trigger a “Management Fee offset” under such Governing Documents (pursuant to which future Management Fees payable by the applicable Fund to its General Partner or NEA will be reduced) to the extent such Transaction Fee is converted into and received in cash by the General Partners, NEA, or for certain NEA personnel then serving as managers of the ultimate general partner of the applicable Fund. In addition, certain Governing Documents and internal NEA practices generally require that employees or other personnel who receive Transaction Fees must turn over such amount to NEA, which will also trigger a Management Fee offset. Notwithstanding the foregoing, NEA personnel whose title with the General Partners or NEA is that of a “venture partner,” “venture advisor,” “special partner,” “entrepreneur-in-residence,” “executive-in-residence,” or “advisor” are typically permitted to personally retain such Transaction Fees subject to the terms in a Fund’s Governing Documents and the individual service level agreements or engagement letters between NEA and such personnel. A Fund’s Governing Documents generally will provide that Transaction Fees received by NEA and attributable to such Fund’s investment in a portfolio company will be credited against Management Fees otherwise owed to NEA in a specified percentage. The remaining amount of such Transaction Fees will be retained by NEA. Transaction Fees typically do not inure to the benefit of co-investment or similar vehicles or their investors. The receipt of such Transaction Fees will not reduce the Management Fee payable by any other Fund that has also invested in such investment, and, as a result, a Fund will, in most cases, only benefit with respect to its allocable portion of any such Transaction Fee and not the portion of any Transaction Fee that relates to such co-investors or potential coinvestors in another investment vehicle (which could include co-investment vehicles managed by NEA, third parties, portfolio company management or employees and/or others), which have the potential to be significant. As a result, a Fund, in accordance with the terms of the Governing Documents, will not benefit from the portion of any fee related to: (i) General Partner or affiliated partner commitments; (ii) co-investors or potential co-investors (which could include co-investment vehicles managed by NEA, service providers (including lenders and law firms), third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners); or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant. In certain Funds, the portion of Transaction Fees related to: (i) General Partner or affiliated partner commitments and (ii) the aggregate commitments of investors that do not bear any portion of the Management Fee, will not be factored into the calculation of the Management Fee offset. With respect to certain Funds, such “Management Fee offset” provisions do not apply to Funds no longer charging a Management Fee or fees or other remuneration received in cash (or in the case of securities or options, sold or exchanged for cash) by the General Partners, NEA, or their employees in an amount that exceeds the remaining amount of Management Fees payable

by the applicable Fund to NEA. In certain other Funds, excess “Management Fee offsets” are paid directly to investors by NEA, other than such investors in a Fund who decline their pro rata share. At times, NEA has discretion over whether to charge Transaction Fees to a portfolio company and, if so, the rate, timing, method and/or amount of such compensation, as well as to charge such amounts at varying levels in a portfolio company’s holding or operating structure. In most circumstances, such compensation is not reviewed or approved by an independent third party. The receipt of Transaction Fees generally will give rise to potential conflicts of interest between the Funds, on the one hand, and NEA and/or its affiliates on the other hand. Because NEA is permitted to retain certain Transaction Fees in connection with Fund investments (to the extent a Fund is required to pay a Management Fee), it expects to be subject to a potential conflict of interest in connection with approving transactions and setting such compensation. In many cases, Transaction Fees are based on enterprise value or other metrics relating to a portfolio company, but also have the potential to be charged on a flat-fee basis or based on another metric, and there can be no assurance that the amount of Transaction Fees charged will be proportional to the amount of hours of work performed on behalf of the portfolio company. Additionally, NEA, its personnel, affiliates or others designated by NEA expect to receive compensation in the form of portfolio company securities. To the extent any such securities are received, after any applicable Management Fee offset provisions in the Governing Documents are applied (typically based on the then-present value of such securities), NEA and/or such other recipients will be permitted to retain such securities as Transaction Fees, and in doing so will be subject to potential conflicts of interest in determining whether to sell such securities (subject to restrictions imposed by the portfolio company and/or NEA) or retain such securities for a period consistent with their own financial and investment objectives, which may differ from those of the relevant Fund. In addition, because portfolio company securities typically represent newly issued incentive equity (whether in the form of common stock, warrants or options to buy common stock, or similar instruments), the receipt of compensation in the form of securities typically has the result of diluting a Fund’s relative ownership of the portfolio company awarding such compensation. In certain circumstances, such as those relating to short- or long-term portfolio company cash or liquidity needs, and regardless of whether the portfolio company is undergoing financial stress, NEA reserves the right to accrue, defer or forego payments of Transaction Fees, and reserves the right to charge interest at then-available rates with respect to such amounts. In such cases, in accordance with the Governing Documents, investors will not receive the benefit of Management Fee offsets with respect to such amounts until they are actually received. Certain Governing Documents permit the applicable General Partners or an affiliated entity to make “deemed contributions” of capital to certain Funds through waivers of the Management Fee. “Deemed contributions” are effectively invested in the relevant Fund on such General Partner’s or an affiliate’s behalf and operate to reduce the amount of capital such General Partner would otherwise be required to directly contribute as part of the General Partner’s

capital commitment to the Fund. In such circumstances, the limited partners of the relevant Fund generally are required to make a pro rata contribution according to their respective Commitments to fund any contribution that would otherwise be required of the relevant General Partner in connection with a deemed contribution. As a result, the use of such “deemed contributions” by the applicable General Partners could result in an acceleration of capital contributions by the limited partners of the relevant Funds. Any deemed contributions of the relevant General Partners generally will reduce the Management Fee payable by fee-paying limited partners of a Fund to the extent set forth in the relevant Fund’s Governing Documents. Waived or reduced Management Fees payable by certain limited partners do not reduce the overall Management Fee offset when calculating the net Management Fee payable by the Fund. The Management Fee offsets described above, and the amount of such waived or reduced Management Fees, has the potential to be significant. Carried Interest In addition, the General Partner of each Fund (other than certain co-investment vehicles) will generally receive a performance-based fee in the form of “carried interest” from such Fund’s investors. The precise amount of, the manner of calculation of, and the timing of payment of such “carried interest” is detailed in each Fund’s Governing Documents. The “carried interest” varies across the Funds, as more fully described in the Governing Documents. The General Partner of certain Funds will, from time to time, waive or reduce carried interest for certain vehicles or investors in certain Funds, as permitted by the relevant Governing Documents. It is expected that any future Funds will have a similar compensation structure. Fund Expenses In addition to the Management Fee and carried interest payable to NEA, and to the extent not paid or reimbursed by a portfolio company or other third party, each Fund (and, therefore, indirectly, the investors in such Fund) will be responsible for the payment of its expenses as set forth in the Governing Documents of such Fund (collectively, such Fund’s “Fund Expenses”), including, without limitation, all fees, costs, expenses, liabilities and obligations relating to its (and its subsidiaries’ and intermediate entities’) activities, investments, and business to the extent not reimbursed by a portfolio company or applied to reduce Management Fees born by fee-paying limited partners, including, but not limited to: organizational expenses and offering expenses, including travel expenses as well as certain fees with respect to local agents, locally licensed intermediaries and placement agents (which expenses will in certain cases or in excess of certain amounts result in a reduction of the Management Fee payable by fee-paying limited partners of such Fund); liquidation expenses of such Fund; any taxes, fees or government charges which may be assessed against such Fund; fees and expenses incurred in connection with the actual or proposed acquisition, holding or disposition (including via inkind distribution to investors) of investment securities, including, without limitation, commissions, finders’ fees or brokerage fees or similar charges incurred in connection with the purchase or sale of investment securities (including any merger fees payable to third parties

and whether or not any such purchase or sale is consummated); fees and expenses of such Fund’s registered agent and for maintaining such fund’s registered office; fees and expenses of third-party administrators (including without limitation charges for a portion of office space, onboarding, and other overhead expenses of such administrators to the extent included in the cost of their services) related to fund accounting, investor servicing, tax and financial reporting and related administrative services for certain Funds, co-invest vehicles and non-United States entities formed for tax, regulatory or similar purposes to hold investments by such Fund; fees and expenses (including, without limitation, travel) of members of such Fund’s advisory committee or board of advisors (“Board of Advisors”); fees and expenses (including, without limitation, travel) for consulting or other services related to portfolio companies or identified prospective portfolio companies, (including, without limitation, for such services provided to portfolio companies or prospective portfolio companies by NEA consultants or employees of the relevant General Partner or NEA who are serving as “venture advisors”, “venture partners”, “special partners”, “operating partners”, “executives-in-residence”, “entrepreneurs-inresidence” or “advisors” (as those terms are generally understood in the venture capital industry) or in a similar capacity or by non-“partner” investing staff of NEA who are on “secondment” (or a similar arrangement) to a portfolio company that are paid for by portfolio companies or prospective portfolio companies, whether or not an investment in any such prospective portfolio company is consummated; third party costs and expenses associated with the investigation and pursuit of a startup business idea with respect to which such Fund is considering the establishment of a company in which such Fund potentially would invest (including, without limitation, consulting and research services in respect of the foregoing), whether or not an investment in such start-up business idea is consummated; interest expense for borrowed money and any other fees or expenses related to any Fund credit facility; costs and expenses related to investments of such Fund’s cash reserves; all expenses (including, without limitation, travel) relating to any actual or threatened litigation, investigation or other proceeding involving or relating to such Fund, including indemnification expenses; expenses (including, without limitation, travel) attributable to normal and extraordinary investment banking, commercial banking (including fees and expenses incurred in connection with the maintenance of bank or custodian accounts), accounting (including, without limitation, software programs obtained by such Fund or NEA to prepare or support typical accounting practices), tax (including, for the avoidance of doubt, compliance with “foreign account reporting regimes” (including any fees and expenses of third-party service providers related to such compliance), auditing, appraisal (including, without limitation, in connection with “fairness opinions”), valuation (including, without limitation, software programs obtained by such Fund or NEA to prepare or produce valuations), research and due diligence (including use of, or subscriptions to, research or database services or expert networks and including use of such research or database services or expert networks by portfolio companies), legal, custodial, depository, registration and other professional services provided to such Fund, including in each case services in connection with the purchase or sale (whether or not consummated) of investment securities by such Fund (including any investigation of the issuer of such securities, a purchase or sale opportunity or a startup business idea with respect to which such Fund is considering the establishment of a company in which such Fund potentially would invest, whether or not such investment is made) or with respect to investment securities

held by such Fund; costs and expenses incurred in connection with managed distributions of investment securities; other due diligence expenses (such as market diligence or background checks and including use of, or subscription costs for, expert networks) with respect to actual or proposed investments, whether or not consummated; other “broken deal” fees and expenses; third party expenses incurred for specialized assistance in connection with preparing, printing and delivering and/or filing such Fund’s financial statements, tax returns, K-1s and other reports and communications regarding such Fund to its limited partners (individually or collectively), governmental authorities or self-regulatory organizations, or responding to requests from a limited partner for additional information regarding such Fund (to the extent that such limited partners has not otherwise agreed to separately bear (and does bear) such expenses); costs and expenses related to cybersecurity risk prevention, including related insurance, in each case, relating to the affairs of such Fund; costs and expenses (including, without limitation, travel) associated with environment, social and corporate governance and similar matters with respect to such Fund or any portfolio company or prospective portfolio company, including engaging any consultants or other third-party service providers with respect thereto; fees and expenses of or for third-party services provided to or for the benefit of portfolio companies, including, without limitation, research (including expert networks), procurement, administrative, tax, regulatory, legal, insurance and other portfolio company related services; costs related to such Fund’s compliance with United States (Federal, state and local) and non-United States laws, regulations or administrative pronouncements, or rules of any applicable self-regulatory organization (including, without limitation, (i) any organizational, offering, initial and ongoing costs resulting directly or indirectly from marketing such Fund in the United Kingdom or the European Union under the European Union’s Alternative Investment Funds Managers Directive or similar laws, or from marketing such Fund in other non-U.S. jurisdictions, if applicable, the fees and expenses of any representative, distribution agent, depository, paying agent or other locally licensed intermediary required under applicable law or regulations in connection with or arising from the marketing or sale of interests in such Fund in one or more non-U.S. jurisdictions, and fees and expenses of third-party service providers in connection with such matters (including, for the avoidance of doubt, providers of depository services related to such matters), (ii) costs and expenses incurred in complying with anti-money laundering or “know your customer” laws, regulations, practices, administrative pronouncements or other similar requirements, government sanctions programs, data protection or privacy laws, regulations, administrative pronouncements or similar requirements and cross-border activity tracking (e.g., Treasury International Capital or Bureau of Economic Analysis filings), in each case with respect to such Fund, including the fees and expenses of third-party service providers related to such compliance; and (iii) costs related to filings under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, whether by such Fund, the relevant General Partner, NEA or direct or indirect employees or beneficial owners of such General Partner or NEA resulting from or attributable to, directly or indirectly, investments by such Fund, or the acquisition or disposition thereof); costs related to filings with the Committee on Foreign Investment in the United States (or any successor thereto) or any member agency thereof acting in its capacity as a member agency (“CFIUS”) or other matters related to Section 721 of the United States Defense Production Act of 1950, as amended, including all implementing rules and regulations

thereof or CFIUS in connection with such Fund’s investments or proposed investments, regardless of the reason that any such filing is made; costs related to the formation and maintenance of alternative investment vehicles and other intermediate holding entities through which such Fund holds investment securities, including any direct or indirect general partner or equivalent thereof (subject to the provisions of the relevant Governing Documents with regard to the apportionment of costs related to alternative investment vehicles); the costs and expenses (including, without limitation, set-up, honorarium, travel, dining, entertainment and related expenses) of hosting annual or special meetings of limited partners, or otherwise holding meetings or conferences with limited partners as a group, or otherwise holding meetings or conferences with limited partners; premiums for liability insurance (and any legal or consulting fees and expenses related to such insurance) to protect such Fund, its General Partner, the partners of such General Partner, NEA, the members of such Fund’s advisory committee or Board of Advisors, any of their respective direct or indirect partners, members, managers, stockholders, officers, directors, employees, NEA consultants or agents and other persons serving on the boards of directors (or the equivalent) of portfolio companies at the request of such Fund in connection with the activities of such Fund; (subject to such Fund’s Governing Documents) all costs and expenses incurred in connection with any restructuring of such Fund, including amendments to the Governing Documents of such Fund and related entities in connection therewith; costs and expenses associated with the establishment, operation and maintenance (including, without limitation, fees and expenses related to accounting, audit and tax services) of any Angel Vehicles (as defined below), which entities typically also pay other compensation to such persons serving as “scouts” or “angels” or other third parties funded by such Fund; and all other expenses properly chargeable to the activities of such Fund. In certain cases, certain of the expenses described herein, or other similar expenses (and/or Transaction Fees), are expected to be charged to portfolio companies, capitalized into the cost basis of a transaction, or, to the extent necessary or desirable for operational, administrative, tax, or other reasons, charged at the level of an intermediate holding company or sub-vehicle of the Fund. For purposes of this Brochure, travel expenses include, without limitation, commercial and non-commercial transportation costs, accommodations, meals, entertainment and other incidental expenses; provided, however, that the Funds generally shall not pay or reimburse for any private air travel in an amount that exceeds the cost of a corresponding first-class commercial flight, as reasonably determined by the relevant General Partner, to the extent that a commercial flight option is reasonably available for the particular trip. The types of fees and expenses incurred will vary among Funds and are subject to the terms contained in a Fund’s Governing Documents. All investors and prospective investors should review the Governing Documents of the applicable Fund in conjunction with this Brochure for complete information on the charges and expenses payable with respect to a particular Fund. Investors will be required to make capital contributions to the extent of their unpaid capital commitments for the payment of Fund Expenses and Management Fees. The amount of each

Fund’s expenses will be substantial and will reduce the actual returns realized by investors on their investment in such Fund (and, as a general matter, reduce the amount of capital available to be deployed by such Fund in portfolio investments). Each Fund’s expenses include recurring and regular items, as well as extraordinary expenses for which it is difficult to budget or forecast. As a result, the amount of each Fund’s expenses could exceed investor expectations and will vary from Fund to Fund. Expenses to be borne by the General Partners and/or NEA are generally limited to those items specifically enumerated in the Governing Documents (such as expenses for office space and facilities and salaries of its employees), and all other costs and expenses incurred in connection with operating each Fund generally will be borne indirectly by the limited partners of such Fund. NEA expects to be subject to potential conflicts of interest where certain administrative and other functions are performed by NEA personnel would not be chargeable to the Funds under the Governing Documents, but service providers performing the same services generally would be chargeable to the Funds thereunder. The relevant General Partner may withhold on a pro rata basis from any distributions amounts necessary to create, in its discretion, appropriate reserves for expenses and liabilities, contingent or otherwise, including Fund Expenses and Management Fees, and such General Partner may withhold, on a basis it determines is appropriate, amounts necessary to reserve for taxes or tax withholdings required to be made on an investor’s behalf subject to any limitations in a Fund’s Governing Documents. NEA will pay out of Management Fees the normal operating expenses referred to in the Governing Documents of each Fund, generally including, without limitation, all expenses and costs incurred by NEA in connection with providing services to the Funds to the extent provided in the applicable Governing Documents, such as compensation of its investment and operations professionals, rent, utilities, and office expenses. NEA typically pays Fund expenses in advance and is reimbursed by the relevant Fund for such expenses. NEA is required to decide whether costs and expenses are to be borne by a Fund, on the one hand, or such Fund’s General Partner or NEA, on the other, and/or how certain costs and expenses should be allocated between or among multiple Funds. NEA and its affiliates shall determine in good faith the proportionate share of such expenses shared by more than one Fund that is allocable to each such Fund and/or its General Partner or NEA as provided for in its policies and as further described under “Conflicts of Interest” below. For example, in certain circumstances, one Fund will pay an expense or obligation common to multiple Funds (including, without limitation, legal expenses for a transaction in which such other Funds and/or co-investors participate, or other fees or expenses in connection with services the benefit of which are received by other Funds and/or co-investors over time) and be reimbursed by the other Funds for their share of such expenses or obligations, without interest. NEA Ventures Program Vehicles (as defined below) do not pay their share of expenses, including, without limitation, legal expenses for a transaction in which such vehicle participates alongside a Fund. To the extent the paying Fund makes use of a credit facility to pay such expense, it generally

will not be reimbursed separately by other Funds for the costs of establishing, negotiating or maintaining the facility as a whole. While NEA believes such circumstances to be highly unlikely, it is possible that one of the other Funds could default on its obligation to reimburse the paying Fund. In certain circumstances, NEA, the relevant General Partner or an affiliate thereof is expected to advance amounts related to the foregoing and receive reimbursement from the Funds, without interest, to which such expenses relate. NEA and its affiliates make judgments regarding expense allocations notwithstanding their interest in the outcome and make corrective allocations should they reasonably determine, based on periodic reviews, that such corrections are necessary or advisable. While NEA seeks to allocate expenses in an equitable manner as determined by NEA in good faith and in accordance with applicable internal policies, taking into account such factors that it determines to be relevant for the particular expense, there can be no assurance that this method of allocating expenses will result in the most equitable outcome for each Fund on each occasion. As described above, in certain circumstances, the relevant General Partner is expected to permit certain investors to co-invest in portfolio companies alongside one or more Funds, subject to NEA’s related policies and procedures and the applicable Governing Documents and/or Side Letter(s). Where an NEA-managed co-investment vehicle is formed, such entity generally will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Funds. In the event that a transaction in which a co-investment was planned, including a transaction for which a co-investment was believed necessary in order to consummate such transaction or would otherwise be beneficial, or a proposed co-investment opportunity made available by NEA to limited partners or other third parties with regard to a new or existing portfolio company, in the reasonable judgment of the General Partner, ultimately is not consummated, it is expected that all “broken deal” expenses relating to such proposed transaction (including, without limitation, legal, consulting, financial, tax, travel, and other business diligence costs and expenses) will be borne by the relevant Fund(s) and allocated among investors within the Fund(s) regardless of whether any individual investor negotiated for an elective or automatic contractual right that would have excused them from participating in the investment, but will not be borne by any potential co-investors that were to have participated in such transaction through a co-investment vehicle. If a co-investment vehicle does accept subscriptions, then the portion of unreimbursed transaction expenses incurred by a Fund in connection with such investment, unreimbursed expenses incurred by a Fund in connection with the ongoing monitoring of its investment in the applicable company, and any other unreimbursed expenses incurred by a Fund with respect to such investment that are payable, if any, by the co-investors will be allocated to such co-investors as determined by NEA in good faith on a case-by-case basis. Generally, NEA will have no obligation to cause co-investors, including any entity or co-investment vehicle formed by a General Partner or its affiliates that was a co-investor, to bear any expenses incurred by a Fund with which they coinvested or to bear any particular portion of such expenses (and will have no obligation to pro rate or otherwise reduce the amount paid by such Fund in respect of any such expenses to take into account the co-investment). To the extent a Fund makes use of a credit facility to invest in a portfolio company or pay related expenses, it generally will not be reimbursed separately

by co-investors for use of the facility or, if so reimbursed, will not bear the origination expenses. Other Information Certain Funds form and hold interests in an investment vehicle through which such Fund makes investments in one or more portfolio companies and with respect to which one or more persons serving as “scouts” or “angels” and other third parties (including persons who provide or who facilitate the provision of services to one or more portfolio companies) are entitled to a share of the profits from such vehicle (whether in the form of distributions or otherwise) disproportionate to their share of the contributed capital (if any) to such vehicle (each, an “Angel Vehicle”). In the case of “scouts” or “angels” and certain other persons, investments for such vehicle are expected to be sourced by the persons entitled to a share of the profits from such vehicle, although in some cases such investments are sourced by NEA. The relevant Fund bears any fees, expenses and costs related to the organization, operation and maintenance of any Angel Vehicle through which such Fund invests, including the costs of performance or incentive payments made to any “scouts” or “angels.” Further, no amount of any fees, profits, compensation or other remuneration paid to any participant in an Angel Vehicle will offset the Management Fees or the “carried interest” payable by the relevant Fund or will otherwise inure to the benefit of such Fund or its limited partners. NEA reserves the right to exempt certain Funds and co-investment vehicles from payment of all or a portion of Management Fees and/or carried interest, including its personnel or certain investors in the Funds designated by NEA as meeting certain qualification requirements based on commitment size or other strategic or relationship factors. The relevant General Partner reserves the right to make any such exemption from Management Fees and/or carried interest by a direct exemption or a rebate by NEA and/or its affiliates or by other means. Additionally, subject to any specific limitations in the Governing Documents of a Fund, the General Partners have the right to permit investors, affiliated with the General Partner or otherwise, to invest in one or more specific portfolio companies through co-investment vehicles that do not bear Management Fees and/or carried interest. In general, the Management Fee offsets described above apply only with respect to the Commitments of fee-paying investors. The Funds generally invest on a long-term basis. Accordingly, investment advisory and other fees are expected to be paid, except as otherwise described in the Governing Documents, over the term of the relevant Fund, and investors generally are not permitted to withdraw or redeem interests in the Funds. Each Fund generally will bear the costs of implementing, monitoring and complying with investment guidelines and directives relating to the Fund’s strategy, including in Side Letters relating thereto. Additionally, subject to the Governing Documents, a Fund typically will bear certain unreimbursed expenses of portfolio companies and intermediate holding vehicles through which the Fund invests.

As is typical for venture capital funds, the Funds bear more and greater expenses, directly or indirectly, than many other pooled investment products, such as mutual funds, and there can be no assurance that the financial return or other benefits to investors will be commensurate with such expenses. Investors and prospective investors in the Funds should note that advisory services similar to those provided by NEA to the Funds are available from other investment advisers for similar or lower fees. NEA does not receive any transaction-based compensation from the Funds for the sale of securities or other investment products to any Fund. Please refer to the subsection titled “Client Referrals and Other Compensation” for information on types of compensation that NEA receives with respect to investments by the Funds. To the extent brokerage fees for securities transactions are incurred, they will be incurred in accordance with the general practices set forth in “Brokerage Practices.” In certain circumstances, one Fund will pay an expense or obligation common to multiple Funds (including, without limitation, legal expenses for a transaction in which such other Funds participate, or other fees or expenses in connection with services the benefit of which are received by other Funds over time) and be reimbursed by the other Funds for their share of such expenses or obligations, without interest. NEA Ventures Program Vehicles (as defined below) do not pay their share of expenses, including, without limitation, legal expenses for a transaction in which such vehicle participates alongside a Fund. To the extent the paying Fund makes use of a credit facility to pay such expense, it generally will not be reimbursed separately by other Funds for the costs of establishing, negotiating or maintaining the facility as a whole. Venture Partners and Others As further described herein and in the Governing Documents, NEA or one or more of its affiliates will employ, engage or retain investment professionals to serve as “venture partners,” “special partners,” “venture advisors,” “entrepreneurs-in-residence,” “executives-inresidence,” “operating partners,” “advisors” (including entities formed for the benefit of such persons and/or to facilitate the provision of their services) or others in similar capacities to work closely with entrepreneurs and executives across one or more of the Funds’ portfolio companies or prospective portfolio companies, often as board members or employees, and to play an active role in assisting with special situations in the portfolio (each such person performing the services described above, a “Venture Partner”). Such Venture Partners generally provide services in relation to the identification, acquisition, holding, improvement and disposition of portfolio companies, including operational aspects of such companies. In certain circumstances, these services also include serving in management or policy-making positions for portfolio companies. Venture Partners receive compensation, including, but not limited to, cash fees, retainers, discretionary bonuses (whether or not based on pre-determined milestones), Transaction Fees, a profits participation or equity interest in a portfolio company or holding company, incentive equity and stock awards, profits or equity interests (including carried interest) in one or more Funds or General Partners, remuneration from NEA and/or its Funds or affiliates, guaranteed minimums or other compensation, the amount of which typically is determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of such Venture Partners, a

percentage of the value of the portfolio company, the invested capital exposed to such portfolio company, amounts believed to be charged by other providers for comparable services and/or a percentage of cash flows from such portfolio company. Compensation from a portfolio company in the form of profits or equity interests in a portfolio company directly to a Venture Partner generally has a dilutive impact on the relevant Fund’s investment, and has the potential to result in economic effects greater than the original amount of compensation. If a portfolio company engages with any Venture Partner, the portfolio company generally will bear the expenses in connection with such services, including compensation of such Venture Partner and reimbursement to such Venture Partner for certain travel and other costs in connection with their services, and therefore the Funds (and their investors) shall indirectly bear their proportional share of the expense of any such services, and such amounts will not offset the Management Fee. Venture Partners generally make use of NEA resources or otherwise are associated with NEA. Venture Partners are expected from time to time to include former employees of NEA or certain portfolio companies, and in some circumstances former Venture Partners are expected to become NEA employees or employees of portfolio companies. Consequently, the determination of whether individuals are Venture Partners is expected to vary and/or be revisited from time to time. As described above, no such amounts will offset or reduce the Management Fee. The use of Venture Partners subjects NEA to potential conflicts of interest, as discussed under “Conflicts of Interest” below.

involved in identifying investment opportunities or disposing of positions in existing portfolio companies for Funds relative to which they are entitled to receive a higher or lower carried interest percentage. As discussed in more detail under “Conflicts of Interest,” NEA seeks to address the potential for conflicts of interest in these matters with allocation practices that provide that transactions and investment opportunities will be allocated to the Funds in accordance with each Fund’s investment guidelines and Governing Documents and NEA’s policies. NEA does not allocate investment opportunities among Funds based on the amount of performance-based compensation possible to be received by NEA or any personnel. The existence of performance-based compensation has the potential to create an incentive for the General Partners to make more speculative investments on behalf of a Fund than it would otherwise make in the absence of such arrangement, although NEA generally considers

performance-based compensation to better align its interests with those of its investors, particularly in instances where the Governing Documents include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals.

governmental entities and related pension funds or retirement plans or systems, insurance companies, corporations, pension and profit-sharing plans, endowments, charitable organizations, fund-offunds, trusts, estates and certain family offices and high-net worth individuals. In addition, investors in the Funds also include, directly or indirectly, principals or other employees of NEA and its affiliates and members of their families and related estate planning vehicles, Venture Partners, or other service providers retained by NEA or a Fund, as well as executives of portfolio companies in which NEA invests. The relevant General Partner also generally is permitted to establish Funds that are alternative investment vehicles in order to permit certain investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally have limited discretion to invest the assets of such vehicles independent of limitations or other procedures set forth in the organizational documents of such vehicles and the Governing Documents of the related Fund. The Funds generally have minimum investment amounts as described in the applicable Fund’s Governing Documents for third-party investors, and Fund interests are generally offered and sold solely to “accredited investors” within the meaning of the Securities Act and/or “qualified purchasers” within the meaning of the 1940 Act (or qualified knowledgeable NEA personnel). NEA is generally permitted to waive or reduce such minimum investment amounts.

With respect to many of its Funds’ portfolio companies, NEA seeks to combine its product insights with data-driven rigor and develop a highly engaged approach and long-term oriented relationship with such portfolio companies. There can be no assurance that NEA will achieve the investment objectives of any Fund, and a loss of investment is possible. Material Risks of Investment The task of identifying investment opportunities and managing such investments is difficult. There can be no assurance that a Fund will be able to make any particular investment or that a Fund will be able to generate returns for its investors. In addition, there can be no assurance that any investor will receive any distribution from a Fund. Investing in a Fund involves a risk of loss that investors should be prepared to bear. Investors should carefully consider, among other factors, the following material risks involved with NEA’s investment strategies. The discussion below of risks associated with investments does not purport to be an exhaustive list of all risks associated with an investment in the Funds. Please refer to the applicable Governing Documents of the Funds for a more detailed discussion of risks. Operating Risks of Investments The Funds’ portfolio companies generally will be developing companies in industry sectors that entail significant operating risk. While early-stage venture investments and venture growth equity investments offer the opportunity for significant gains, such investments also involve a high degree of business and financial risk and can result in substantial losses. Among these risks are the general risks associated with investing in companies at an early stage of development or with little or no operating history, companies seeking to grow rapidly, companies operating at a loss or with substantial variations in operating results from period to period, and companies with the need for substantial additional capital to support expansion or to achieve or maintain a competitive position. Such companies face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and service capabilities and a larger number of qualified managerial and technical personnel. Many of each Fund’s portfolio companies will be at an early (or relatively early) stage of development which involve greater risks than are generally associated with investments in more established companies (such as intellectual property issues, product roll-out delays or failures, rapid obsolescence and the inability to attract and retain qualified managerial and technical employees). There will be substantially less information available about most of each Fund’s portfolio companies than is ordinarily available regarding publicly traded companies, and the information is generally not of the same quality. A Fund typically has limited information rights with respect to one or more of its portfolio companies and, as a result, will receive less information regarding such portfolio company than some or all of the other equity holders in such entity.

Early-Stage Investments The General Partners of certain Funds intend to invest such Funds extensively in privatelyheld, early-stage companies. These companies typically have minimal or no revenues and are usually not profitable. They require considerable additional capital to develop additional research and development activities, technologies and markets, to acquire customers and/or achieve or maintain a competitive position. This capital may not be available at all, or on acceptable terms. Further, the research and development activities and/or technologies and markets of such companies may not develop as anticipated, even after substantial expenditures of capital. Portfolio companies may have substantial variations in operating results from period to period and experience failures or substantial declines in value at any stage. Early-stage companies are generally also more susceptible to the negative effects of downturns in general economic conditions or loss of a single or a small number of employees. Growth Stage Investments The General Partners of certain Funds intend to invest such Funds extensively in privately held, growth-stage companies. The characteristics of these companies and related risks are similar in many ways to those described above with respect to early-stage companies. In addition, growth stage companies may not be able to effectively scale or otherwise grow at the rate that was projected in calculating the price a Fund paid for an interest in such companies. Need for Development of Portfolio Companies Some Funds will invest in portfolio companies at early stages (including “seed” or “incubation” stage). Particularly in early-stage enterprises, a major risk exists that a proposed service or product cannot be developed successfully with the resources available to the portfolio company. Growth-stage companies may not be able to effectively scale or otherwise grow at the rate that was projected in calculating the price a Fund paid for an interest in such companies. There is no assurance that the development efforts of any portfolio company will be successful or, if successful, will be completed within the budget or time period originally estimated. Additional funds typically will be necessary to complete such development and there is no assurance that such funds will be available from any particular source or at all. Highly Competitive Market for Investments The Funds’ task of identifying and developing successful companies is difficult and highly competitive. Many organizations operated by persons of competence and integrity have been unsuccessful in the venture capital business. The Funds will be competing for investments with many other investors. There can be no assurance any Fund will be able to locate suitable investment opportunities, acquire them for an appropriate level of consideration or on attractive terms, achieve any particular rate of return or fully invest its committed capital. There is a risk that investments could lose money.

Concentration of Investments Each Fund will participate in a limited number of investments (and may seek to make several investments in one industry or one industry segment or within a short period of time) and, as a consequence, the aggregate return of a Fund may be materially affected by the performance of a single investment or a single industry segment. Difficulty in Valuing Portfolio Investments Each Fund’s investment portfolio will consist primarily of high-risk investments in privatelyheld companies, and valuing the Fund’s investments requires significant judgment. There will be no readily available market for most of a Fund’s investments. A Fund’s investments are valued based on the principles outlined in U.S. GAAP, but the General Partners’ valuations of such investments will vary from similar 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 the value that could be obtained through a transaction with a third-party buyer in the market. In addition, valuations for many private companies can fluctuate over time depending on the private company’s performance and general market conditions, among other factors. A general decline in valuations would likely impact the ability of earlier Funds to ultimately realize returns commensurate with any materials presenting prior investment performance, which would reduce the investment results of such partnerships. The value of the Funds’ investments may also be affected by changes in accounting standards, policies, or practices. “Crypto Assets” can be difficult to value given the nature of the exchanges or other forums on which “Crypto Assets” transact. Due to a wide variety of market factors and the nature of certain securities and assets to be held by the Funds, there is no guarantee that the value determined by the applicable General Partner will represent the value that will be realized by the applicable Fund on the eventual disposition of the investment or that would, in fact, be realized upon an immediate disposition of the investment. Industry Concentration Risk The industry sectors in which each Fund’s investment activities will be focused may not perform as well on an industry-wide basis as is currently anticipated by the applicable General Partner. The potential underperformance of these industry sectors may be caused by any number of factors, some of which are beyond the control of the individual portfolio companies, including the impact of government regulation relating to these industry sectors and general financial market and economic conditions. Each Fund is, therefore, subject to more volatility and a greater risk of loss than a more broadly diversified fund that focuses on a broader array of investments. In particular, events affecting technology-enabled companies – for example, intellectual property issues (including litigation over proprietary rights to technology or an inability to adequately protect intellectual property rights), product roll-out delays or failures, rapid obsolescence, constant technical innovation, shifting technical standards, disproportionally large research budgets, marketing expenses and market penetration by

competitors and the inability to attract and retain qualified technical and managerial employees – will affect the value of a Fund’s portfolio more than they would likely affect a portfolio that was not similarly concentrated. Lack of Sufficient Investment Opportunities It is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. The business of identifying, structuring and completing venture capital or private equity transactions is highly competitive and involves a high degree of uncertainty. However, regardless of the extent to which the Commitments of the limited partners are invested (or drawn down to be invested), the limited partners will be required to bear Management Fees through such Fund during the investment period based on the entire amount of the limited partners’ Commitments to such Fund and other expenses as set forth in the Governing Documents. Dynamic Investment Strategy While each General Partner generally intends to seek attractive returns for a Fund through the investment strategy and methods described herein, the relevant General Partner is permitted to pursue additional investment strategies and/or modify or depart from its initial investment strategy, investment process or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the Governing Documents. A General Partner is permitted to pursue investments outside of the industries and sectors in which NEA has previously made investments or has internal operational experience. Impact of Government Regulation and Reform; Enhanced Regulation of the Private Funds Industry The industry sectors in which a Fund invests can be (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. While each Fund intends to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to such industries are complex, may be ambiguous or may lack clear judicial or regulatory interpretive guidance. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements, could have a material adverse effect on the operations and/or financial performance of the companies in which a Fund invests. Additionally, the SEC has enacted and previously indicated it intends to enact changes to numerous areas of law and regulations that impact the business of NEA and the Funds. Regulatory changes can materially impact NEA and its affiliates, and as a result, could also impact the Funds and/or their investments, as well as increasing their expenses. NEA expects to devote significant time and resources to comply with applicable regulations, which will

detract from the time and resources dedicated to the Funds, and the Funds have the potential to bear significant increased costs as a result of such rules or regulations. Inflation Reduction Act The Inflation Reduction Act mandates changes that will affect drug pricing relating to Medicare and Medicaid for certain drugs, which could potentially have a negative impact on the healthcare sectors where NEA invests. Trade Policy The U.S. government has imposed, and is likely to continue imposing, broad and rapidly changing tariffs on multiple countries. Such actions as well as the responses of other countries and actors could significantly exacerbate the normal risks associated with the Funds and result in adverse changes to, among other things: (i) general economic and market conditions; (ii) shipping and transportation costs and supply chain constraints; (iii) interest rates; (iv) demand for investments; (v) available credit in certain markets; (vi) import and export activity from certain markets; and (vii) laws, regulations, treaties, pacts, accords, and governmental policies. Such tariffs have the potential to gravely impact markets, global supply and demand, import/export policies, and the availability of labor in certain markets, and there is no guarantee that additional tariffs or similar measures will not be implemented. The foregoing could seriously impact the operations of the Funds and their ability to realize investment objectives in a timely manner. Co-Investment Vehicle Concentration Risk Certain co-investment vehicles will make investments in only one portfolio company and, in any event, will invest in a significantly smaller number of portfolio companies than a typical Fund. Investing in one or a small number of portfolio companies entails greater risks than investing in a more diversified portfolio. Reliance on Portfolio Company Management Each Fund’s investments will generally represent minority positions in portfolio companies, and, although such Fund will often have representatives that serve on the boards of directors, such Fund most often will not have the power individually to exert significant control over such portfolio companies’ boards of directors and management. In such cases, such Fund will rely significantly on the existing management and boards of directors of such companies, which may include unseasoned managers and representatives of other investors with whom the Funds are not affiliated and whose interests or views could conflict with the interests of such Fund. This is especially true of certain seed investments and certain expansion-stage investments where a Fund has less active involvement with the portfolio company, no representative on its board of directors, fewer protective provisions (e.g., limited information rights and less (or no) dilution protection), and/or a smaller ownership stake in the portfolio

company. To the extent that the management of a portfolio company performs poorly, or if a key manager of a portfolio company terminates his or her employment with such company, a Fund’s investment in such company could be adversely affected. Long Term Nature of Portfolio Investments There may be a significant period of time before a Fund has completed its investment program. Private company investments typically take several years from the date of initial investment to reach a state of maturity when realization of the investment may be achieved. Losses on unsuccessful investments are often realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, will generally occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is not generally expected that this will occur for a number of years after the initial investment. Prior to such time, there often will be no current return on the investments. In recent periods, successful privately held companies have been more likely to stay private longer than in prior periods, increasing the length of time to 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 a Fund’s investment returns. Restricted Nature of Investment Positions Generally, there will be no readily available market for a substantial number of each Fund’s investments and hence, most of a Fund’s investments will be difficult to value. Certain investments may be distributed in kind to the investors in a Fund and it may be difficult to liquidate the securities received at a price or within a time period that is determined to be ideal by such investors. After a distribution of securities is made to the investors, many investors may decide to liquidate such securities within a short period of time, which could have an adverse impact on the price of such securities. The price at which such securities may be sold by such investors may be lower than the value of such securities determined pursuant to the Governing Documents, including the value used to determine the amount of carried interest available to NEA with respect to such investment. Uncertain Exit Strategies and Timing Due to the illiquid nature of most of the investments made by the Funds, the General Partners are unable to predict with confidence what the exit strategy or timing will ultimately be for any given portfolio investment, or that an exit will definitely be available at an attractive price, or at all. Exit strategies that appear to be viable or profitable when an investment is initiated may be precluded or unprofitable by the time the investment is ready to be realized due to market, economic, legal, political or other factors. Exit timing for a portfolio company may also be impacted by additional financing rounds for such portfolio company in which one or more Funds or other existing or new investors participate. For example, a large additional financing round may enable a portfolio company to stay private for an extended period of time rather than pursuing an initial public offering or acquisition that would have constituted (or

potentially led to) an exit event for a Fund with an existing investment in such portfolio company. No Assurance of Profits or Distributions There is no assurance that the investments of the Funds will be profitable or that any distribution will be made to the limited partners of the Funds. Any return on investment to the limited partners will depend upon successful investments being made by the Funds. The marketability and value of any such investment will depend upon many factors beyond the control of the Funds. A Fund may not have sufficient cash available to make tax distributions to the applicable General Partner and limited partners. The expenses of each Fund may exceed such Fund’s income, and the limited partners could lose the entire amount of their contributed capital. The General Partner has the discretion to use or reserve investment proceeds received by the Fund, including investment returns, to pay Fund Expenses, including Management Fees. Reinvestment of Investment Proceeds As permitted by a Fund’s Governing Documents, the General Partner typically has the discretion to reinvest or recycle proceeds from a Fund’s investments back into new or existing investments up to a specified percentage of the Fund’s aggregate Commitments. The purpose of reinvesting or “recycling” investment proceeds from exits, distributions, or other liquidity events into new investment opportunities within a Fund’s investment mandate is to enhance capital efficiency and increase potential returns to a Fund’s investors. However, recycling presents certain risks, including the potential delay of distributions to a Fund’s investors due to an increase in a Fund’s investment holdings, increased exposure to market fluctuations, and the possibility of reinvesting into assets with lower return potential. All recycled capital is subject to a Fund’s stated investment strategy and the applicable Governing Documents. Truncated Due Diligence for Certain Investments While the General Partners generally conduct due diligence for most of the Funds’ investments, NEA will rely upon information provided to them by prospective portfolio companies, including, but not limited to, such company’s profit and loss statements, balance sheets, and cash flow statements. To the extent that any of this information is incomplete or inaccurate, it may adversely affect NEA’s ability to accurately price or value one or more proposed investments. It may also adversely affect the ability of a Fund to perfect or effectuate a lien, and, under certain circumstances, may cause payments made to a Fund to be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. business, financial condition and results of operations. In addition, NEA’s valuation or other models may make certain assumptions that may not always prove to be correct. For example, a common assumption is that historical performance and variance of a cohort of a company’s customers is indicative of their future performance but there is no guaranty that this will be the

case. Although NEA takes measures to verify its models, predictions and other matters, in certain cases NEA may fail to accurately estimate the risk that a Fund is undertaking in connection with one or more proposed investments, which could have a material adverse effect on such Fund’s business, financial condition and results of operations. Furthermore, there are instances where, depending on facts and circumstances, the due diligence process will be truncated and expedited. For example, a portion of certain Funds’ assets will be invested in seed investments in recently formed businesses, including investments through NEA’s scout or angel program or “seed” program or any Angel Vehicle. There are often several factors which necessitate an accelerated timeline to close a seed investment, including (without limitation): (i) a Fund is one of several investors making an investment; (ii) there is be increased competition from other investors associated with closing the investment on a shortened timeline; and (iii) the relevant General Partner desires to seek to accommodate the requests of portfolio company founders and the capital needs of a start-up business which often requires capital in a timely manner. Because of such factors, and because an initial seed investment in a new company generally is much smaller than a traditional earlystage venture capital investment, a due diligence review process similar to a later stage investment is neither practical nor warranted in connection with a seed investment. In these situations, the relevant General Partner generally will truncate and expedite its typical diligence and investment process. If a company in which a seed investment was made, including seed investments through NEA’s scout or angel program, later becomes a candidate for a Fund to invest in through a future investment opportunity, the General Partner of the applicable Fund(s) generally will seek to subject the company to additional due diligence and review at that time, which may be truncated and expedited similar to the initial scout or angel investment if the subsequent investment amount remains de minimis. These seed investments including, investments through NEA’s “scout” or “angel” program or “seed” program or any Angel Vehicle, are often de minimis investments that have a significant likelihood of being unsuccessful as well as an increased likelihood of a complete loss. Due to the size and nature of these investments, NEA will often have limited, and often less reliable, access to information with respect to such investments (both prior to and after the investment is made). In particular, given the limited information available to NEA with respect to such seed investments, NEA will experience difficulty in fair valuing such seed investments, and any such valuations may be unreliable and not truly indicative of the seed investment’s market price. As a result, limited information (including information related to company valuations and performance) with respect to such investments will be reported to limited partners of the relevant Fund. When reported to investors, seed investments are generally aggregated and counted as one collective investment for purposes of investment count and reporting. As with seed investments, certain other early venture and certain growth equity investments will at times, depending on facts and circumstances, involve a truncated and expedited investment process compared to the General Partners’ typical process. Among other reasons for deviation from the normal process for certain early venture and growth equity investments, the Fund(s) is one of several investors (another one of which may be leading the investment

round) and/or there is increased competition from other investors associated with closing the investment on a shortened timeline. Uncertain Time Frame for Winding Up Affairs The Funds each have a term, as specified in the applicable Governing Documents, which generally may be extended in accordance with such Governing Documents, or ended earlier in certain circumstances as provided in such Governing Documents. Given the illiquid nature of the Funds’ investments, it is likely that the Funds will hold investments in a number of portfolio companies that cannot be disposed of advantageously or timely as each Fund reaches the end of its initial term. Therefore, the applicable General Partner may seek one or more extensions of an applicable Fund’s term as provided in a Fund’s Governing Documents. At the end of each Fund’s term, the winding up of its affairs will commence. In connection with the winding up of each Fund, the applicable General Partner (or other relevant liquidator) may sell, exchange or otherwise dispose of the assets of such Fund in such reasonable manner as such General Partner (or other relevant liquidator) determines to be in the best interest of such Fund. There is no particular period specified or required for the final disposition of a Fund’s assets. Given the illiquid nature of a Fund’s investments, it is likely that each Fund will hold a number of portfolio investments which cannot be advantageously disposed of promptly following the end of such Fund’s term (including extensions) in the absence of a liquidity event for the applicable portfolio company, and there can be no assurances with respect to the time frame in which the assets of a Fund will be disposed of following commencement of the winding up of such Fund, which could take several years. In addition, sales of portfolio companies in connection with the winding up of a Fund may include escrows of a portion of the sales proceeds or other arrangements, which may further delay the final liquidation of such Fund. Each Fund can generally continue to make follow-on investments during the winding up period at the end of its term (as extended). Depending in part on the number of extensions of a Fund’s term that are effected, final liquidation of the applicable Fund may not occur until several years or more after the end of such Fund’s term, and in any event, the General Partners anticipate that it will be several years or more after each Fund’s initial term until all of such Fund’s assets are disposed of and any final distribution of proceeds is made to its limited partners. In-Kind Distributions Certain investments will be distributed in kind to the limited partners of the Funds and any such distribution could put downward pressure on the price of the applicable assets, which make it difficult or impossible for all such limited partners to sell such assets at the distribution price. Nevertheless, the distribution price of such assets for purposes of making allocations and distributions among the partners of a Fund (including for purposes of determining the relevant General Partner’s “carried interest”) will be established under the provisions of the applicable Governing Documents and will not be adjusted to reflect actual sale prices obtained by the Fund’s limited partners. The General Partner of the applicable Fund (and in many cases its partners or other affiliates) will receive distributed assets at the same time as the Fund’s limited partners, and generally neither the General Partner nor its partners will be limited with respect

to selling such distributed assets upon receipt. In addition, with the consent of a Fund’s Board of Advisors in most cases, in-kind distributions could consist of assets for which there is no readily available public market which would cause the Fund’s limited partners to incur costs and delays in converting such assets to cash. Subject to the terms of a Fund’s Governing Documents, NEA or one of its General Partners reserves the right to agree to manage distributed assets in kind for a Fund’s investors without obtaining the consent of other investors in the same Fund. Moreover, where multiple Funds have invested in the same portfolio company, NEA may decide to distribute securities of such portfolio company in kind to the investors in a Fund, while causing another Fund (including a co-investment vehicle) that has invested in such portfolio company to continue to hold such portfolio company’s securities or to sell securities for cash. 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 Fund that continues to hold such portfolio company’s securities (or the price at which a selling fund sells its securities) and may negatively impact the ultimate returns to such Fund with respect to its investment in such portfolio company. If a Fund makes a distribution in kind, such Fund’s General Partner, including for purposes of this paragraph, its members, will typically receive the same securities as the limited partners of such Fund in such distribution. Such General Partner and its members will act in their own interest with respect to their share of such securities and may determine to sell 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 or its members shall determine, or distribute 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). The ability of a General Partner and its members to act in their own interest with respect to such distributed securities creates a conflict of interest between such General Partner and its members and affiliates, on the one hand, and the investors and limited partners of the applicable Fund, on the other hand. Dependence on Certain NEA Personnel Each Fund will be dependent upon the activities of the individual managers of its ultimate general partner entity with respect to such Fund. The loss of one or more of these individuals could have a significant adverse impact on the business of one or more Funds, its investment activities, or a Fund’s existing portfolio companies. Reliance on Management of the Funds The General Partners will control the business of the applicable Funds. The limited partners will have no voice in Fund decisions, although certain limited situations will require their approval or the approval of the applicable Fund’s Board of Advisors. In general, no changes to a Fund’s Governing Documents may be effected without the approval of a certain percentage

in interest of the limited partners of such Fund. The limited partners will not receive the detailed financial information issued by portfolio companies which is available to the applicable General Partner. A limited partner must rely upon the ability of the applicable General Partner to identify, structure, and implement investments consistent with the applicable Fund’s investment objectives and policies as described in a Fund’s Governing Documents. Controlled Group Risks Under the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), members of certain “controlled groups” of “trades or businesses” may be jointly and severally liable for contributions required under any member’s tax-qualified defined benefit pension plan and under certain other benefit plans. Further, if any member’s tax-qualified defined benefit pension plan were to terminate, underfunding at termination would be the joint and several responsibility of all controlled group members, including members whose employees did not participate in the terminated plan. Similarly, joint and several liability may be imposed for certain pension plan related obligations in connection with the complete or partial withdrawal by an employer from a multiemployer pension plan. Depending on a number of factors, including the level of ownership held by a Fund and other co-investors in a particular portfolio company, a Fund may be considered to be a member of one or more portfolio company’s “controlled group” for this purpose. Regulated Businesses Generally Certain companies in which the Funds invest will be in regulated industries. Changes in regulations applicable to such companies could have a negative impact on their business and operations. The Funds and/or NEA employees (including employees or Venture Partners serving on the boards of directors of such companies) are generally required to comply with regulations applicable to such companies or may have a duty to adequately oversee such companies’ regulatory compliance and may be subject to adverse regulatory actions or proceedings as a result. Such companies could also be subject to enforcement or other proceedings relating to their compliance or non-compliance with applicable regulations, which could negatively affect such companies and a Fund’s investment in those companies. In certain cases, the applicable General Partner may structure the applicable Fund’s investment in a regulated business differently from the manner in which it might structure a similar investment in a different type of business in order to attempt to reduce the potential impact of the applicable regulatory requirements on the applicable Fund, the General Partners and their affiliates and personnel (e.g., holding non-voting stock rather than voting stock, keeping such Fund’s economic and/or voting ownership percentage below certain thresholds or declining the opportunity to have a representative serve on the company’s board of directors). Further, investments by the Funds in portfolio companies that are in regulated industries require disclosure (to regulators or the public or both) of information related to NEA, the General Partners, the Funds and/or their limited partners. The General Partners may need to obtain

additional information from the limited partners in order to satisfy such disclosure requirements. Governmental Export Controls Certain of the Funds’ portfolio companies are expected to be subject to U.S. or other export control laws that, among other things, prohibit the shipment of certain products and services to certain countries, governments and/or other persons. Such governmental export controls could negatively impact the Funds by impairing the ability of certain portfolio companies to compete in international markets and/or subject it to liability for violations, including possible civil and criminal penalties. In addition, as a result of such export control laws, certain of the Funds’ portfolio companies may be unable to share certain information with persons or entities based on the nationality, jurisdiction of formation, place of business or other status of such person or entity (or its beneficial owners), which could impact the type of information any such portfolio company is able to share with the Funds. Uncertain Economic, Social and Political Environment Changes in legal, fiscal, tax and regulatory regimes around the world may occur during the life of the Funds which may have an adverse effect on the Funds. The Funds may not be permitted to, or be able to, make adjustments in their structure or investment program in order to adapt to such changes. The General Partners will have the exclusive right and authority (within limitations set forth in the applicable Governing Documents) to determine the manner in which the Funds shall respond to such changes, and limited partners will have no right to withdraw from the Funds or to demand specific modifications to the Funds’ operations in consequence thereof. Political unrest, war and acts of terrorism may also increase the risks inherent in the Funds’ investments. Due to the illiquidity of the Funds’ investments, the Funds will have limited ability to adapt to any such changes in the economic environment or mitigate any corresponding losses. Changes in legal, fiscal, tax and regulatory regimes globally also impose additional or more stringent requirements on the General Partners or NEA. Such changes could, in turn, have a negative impact on the Funds. Social Media and Publicity Risk The use of social networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or authoritative verification. Any such information or misinformation regarding NEA, the Funds or one or more portfolio companies could have a material and adverse effect on the value of the Funds or the actual or perceived reputation of NEA.

Use of Artificial Intelligence Artificial intelligence technology models (“AI”), including generative artificial intelligence and similar technologies (“GenAI”), can post risks to NEA, the Funds, and their investments. AI is an emerging and rapidly evolving technology and therefore it is difficult to fully assess the risks associated with it and those posed to NEA, the Funds, and/or the Funds’ investments. NEA endeavors to evaluate AI models and related risks before using them in its business. However, there can be no assurance that it will do so successfully, and the use of AI may adversely affect NEA and the Funds and/or the Funds’ investments. NEA is exposed to the risks of these developing and evolving technologies, including in situations where AI is used by third-party service, data, or information vendors, or by companies where the Funds have or are considering an investment. Use of AI implicates risks resulting from inaccuracies in data input and output or signals, modeling, and information security and related regulatory developments, among others. NEA and/or the Funds could incur liability or expenses in connection with claims of infringement or similar claims by third parties related to information which NEA receives through GenAI. As a result, these risks may subject NEA to potential litigation (particularly trademark, licensing terms of use, and copyright claims), conflicts of interest, and/or other legal or operational risks. It is possible that new regulations may emerge in this area which impedes or hinders NEA’s ability to use AI in the future. The adoption of proposed regulatory rules regulating AI and other similar systems may also impose additional obligations and expenses on NEA. NEA’s practices regarding the use of AI potentially disadvantage NEA competitively and there can be no assurance that NEA’s anticipated use of AI will be able to continue without restrictive regulatory requirements. Any of the foregoing factors could have a material and adverse effect on NEA, the Funds, and portfolio companies. Additionally, NEA utilizes various enterprise-level AI tools and technologies to assist in generating or analyzing certain non-confidential or proprietary information and/or in conducting analysis related to its investment advisory business in accordance with the thenexisting internal policies. These AI tools are used for tasks including, but not limited to, data processing, market research, trend analysis, meeting summarization or transcription, and generating or drafting general business communications. In general, AI tools rely on pre-existing data, algorithms, and pattern recognition, which may result in biases, inaccuracies, or incomplete assessments. Investors should not rely solely on AI-generated insights and should conduct their own due diligence when making investment decisions whether to invest in a Fund. Moreover, while AI tools can provide analytical support, NEA does not guarantee the accuracy, completeness, or reliability of AI-assisted information. Risks Related to Artificial Intelligence and Technological Evolution Artificial Intelligence (“AI”) technologies present emerging and evolving risks that could materially impact business operations and competitive dynamics across industries. Portfolio companies that fail to effectively adopt and integrate AI capabilities may experience significant competitive disadvantages, including reduced operational efficiency, higher costs, and diminished market share. The rapid advancement of AI technologies could render existing

products, services, or business models obsolete. Conversely, portfolio companies that invest in AI may face substantial implementation costs, technical challenges, regulatory scrutiny, and cybersecurity risks. AI systems may produce unreliable outputs, make errors in decisionmaking processes, or perpetuate biases that could harm a portfolio company’s business operations or reputation. Additionally, increasing reliance on AI systems could expose portfolio companies to new vulnerabilities, including data privacy breaches, system failures, or malicious attacks. The regulatory landscape surrounding AI remains uncertain, and future government oversight or restrictions could impact the development, deployment, and utilization of AI technologies. These factors could adversely affect a portfolio company’s business operations, financial condition, and competitive position in ways that are difficult to predict or mitigate. Environmental, Social and Governance (“ESG”) Matters NEA maintains an ESG policy and seeks to consider certain material ESG factors in its investment process in accordance with its policy consistent with and subject to its fiduciary duty and any applicable legal, regulatory or contractual requirements. There is no guarantee that NEA will successfully be able to implement its ESG policy or to make investments in companies that create a positive ESG impact while achieving its investment strategy. The process of electing and evaluating material ESG factors is subjective by nature, and NEA expects to be subject to competing demands from different investors and stakeholder groups with divergent views on ESG (including the role of ESG factors in the investment process). There is no guarantee that the criteria utilized by NEA, or any judgment exercised by NEA, will reflect the views, internal policies, or preferred practices of any particular investor or other asset manager or reflect market trends. Although NEA views the integration of ESG factor to be an opportunity to potentially enhance or protect the performance of its investments over the long-term, NEA cannot guarantee that its ESG program will positively impact the performance of any individual investment or Fund. The materiality of ESG factors depends on many factors, including the relevant industry, location, asset class, and investment strategy. ESG factors, issues, and considerations do not apply in every instance and will vary by Fund and investment. In addition, in evaluating an investment, NEA frequently depends upon information and data provided by a number of sources, including prospective portfolio companies and/or various external reporting sources which could be incomplete or inaccurate, and which could cause NEA to incorrectly identify, prioritize, assess or analyze an investment’s ESG practices and/or related risks and opportunities. NEA does not independently verify all ESG information reported by portfolio companies, investments, or other third parties. Further, considering ESG qualities when evaluating an investment could result in the selection or exclusion of certain investments based on NEA’s view of certain ESG-related and other factors and could cause the relevant Funds not to make an investment that they would have made or to make a management decision with respect to an investment differently than they

would have made in the absence of the ESG Policy, which could negatively impact NEA’s performance. Additionally, NEA’s ESG policy and practices and criteria are expected to change over time. ESG integration and responsible investing practices as a whole are evolving rapidly, and there are different principles, frameworks, methodologies, and tracking tools being implemented by asset managers. NEA’s adoption and adherence to various such principles, frameworks, methodologies, and tools is expected to vary over time. There is also a growing regulatory interest across jurisdictions in improving transparency regarding how asset managers identify and manage financially material risks and adverse impacts, as well as how they define and measure ESG performance. NEA and its Funds (as well as certain portfolio companies) expect to be subject to disclosure laws and regulations related to a range of sustainability matters, or requiring due diligence processes and internal compliance systems in relation to human rights and environmental matters. At the same time, “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies, legislation, or initiatives or issued related legal opinions. This evolving landscape results in management burdens and costs and could subject NEA to enforcement or other legal or reputational risks. NEA cannot guarantee that its current approach to ESG will meet future regulatory requirements or align with market trends. CFIUS and Investment Clearance Considerations Certain investments in, or acquisitions of, portfolio companies connected with or related to certain emerging and foundational technologies may be subject to review and approval by CFIUS and/or non-U.S. investment clearance regulators depending on the beneficial ownership and control of interests in a Fund. In the event that CFIUS or another regulator reviews one or more of a Fund’s proposed or existing investments, or the disposition or incremental capitalization of an investment, there can be no assurances that such Fund will be able to maintain, or proceed with, such transactions on terms acceptable to such Fund. CFIUS or another regulator may seek to impose limitations on or prohibit one or more of a Fund’s investment, financing or disposition transactions. Such limitations or restrictions may prevent such Fund from maintaining, pursuing or exiting investments, which could adversely affect such Fund’s performance with respect to such investments (if consummated) and thus such Fund’s performance as a whole. In addition, the Funds’ limited partners generally include nonU.S. investors, which increases both the risk that investments may be subject to review by CFIUS, and the risk that limitations or restrictions will be imposed by CFIUS or other nonU.S. regulators on a Fund’s investments. In the event that restrictions are imposed on any investment by a Fund due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS considerations, the applicable Fund’s General Partner may (subject to the terms of such Fund’s Governing Documents) choose to restrict such limited partner’s or such group of limited partners’ rights to and access to certain information relating to such Fund and its investments, or both. However, there can be no assurance that any restrictions implemented on any such limited partner or any such group of limited partners will allow such Fund to maintain, or proceed with, any investment.

Privacy and Data Protection Law Compliance Risk The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe, and other jurisdictions (collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of NEA, the General Partners, the Funds and/or their portfolio companies, and increase compliance costs and require the dedication of additional time and resources for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions or other penalties or litigation, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Fund performance. Portfolio companies are subject to various Privacy Laws related to privacy, data protection and information security in the jurisdictions in which they do business. As Privacy Laws are implemented, interpreted and applied, compliance costs for NEA, the General Partners, the Funds and/or their portfolio companies are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed, adopted, or are considering similar Privacy Laws, which if enacted, could impose significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include NEA, the General Partners, the Funds and/or their portfolio companies. Compliance with current and future Privacy Laws could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and some of NEA’s, the Funds’ and portfolio companies’ current and planned business activities. A failure to comply with such laws could result in fines, sanctions or other penalties, which could materially and adversely affect results of the Funds’ or portfolio companies’ operations and overall business, as well as have an impact on NEA’s and the Funds’ reputation. Cybersecurity Breaches NEA and the Funds’ portfolio companies rely on digital technology, electronic communications (including email or other electronic messaging platforms), the Internet and computer systems to perform necessary business functions and engage with investors, business partners, vendors and other constituencies. Although NEA 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 incidents 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 assets,

intellectual property, or other sensitive information belonging to NEA and the Funds’ portfolio companies, their customers, or their business partners. Cyber-attackers use a complex array of means to perpetrate cyber-attacks, including the use 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, proprietary and other information processed and stored in, and transmitted through, such computer systems and networks, or otherwise cause interruptions or malfunctions in NEA’s, the Funds’ or their portfolio companies’ operations, which could result in damage to NEA’s, the Funds’ or their portfolio companies’ reputation, financial losses, litigation, remediation costs, cybersecurity protection costs, increased insurance premiums, litigation and legal risks including regulatory penalties, and/or customer dissatisfaction or loss. If technology systems are compromised, become inoperable for extended periods of time or cease to function properly, NEA, the General Partners, the Funds, portfolio companies, and/or one or more of their respective service providers may incur significant time or expense to fix or replace them and to seek to remedy the effects of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in NEA’s, the General Partners’, the Funds’, portfolio companies’ and/or service providers’ operations, including the ability to make distributions to limited partners, and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). In certain events, a failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. The use of internet- or cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. Any adverse circumstances could subject a portfolio company, or the relevant Fund, to substantial losses, including losses relating to: misappropriation of assets, intellectual property or confidential information; corruption, deletion or destruction of data; physical damage and repairs to systems; reputational harm; financial losses from remedial actions; and/or disruption of operations. Third parties, including activist, criminal, nation-state or terrorist actors, may also attempt fraudulently to induce portfolio companies or their personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm. In addition, in the event that such a cyber-attack or other unauthorized access is directed at NEA or one of its service providers holding its financial or investor data, NEA, its affiliates, personnel, or the Funds may also be at risk of loss, despite efforts to prevent and mitigate such risks under NEA’s policies and practices. NEA’s vendors have experienced such events with respect to its information technology or other computer or software systems but such events have not, to its knowledge, caused material damage to NEA as a result. Recent events have illustrated the ongoing cybersecurity risks to which operating companies are subject, particularly operating companies in historically vulnerable industries such as the food services and retail industries. To the extent that a portfolio company, Fund, General Partner, NEA or one or more of their respective service providers is subject to cyber-attack or other unauthorized access is gained to their systems, substantial losses may occur in the form

of stolen, lost or corrupted: (i) data or payment information; (ii) financial information; (iii) software, contact lists or other databases; (iv) proprietary information or trade secrets; or (v) other items. Electronic Communications NEA will provide to limited partners statements, reports and other communications relating to the Funds and/or a limited partner’s interest in electronic form, such as email or via a secure website. Such electronic communications may be modified, corrupted or contain viruses or malicious code, and may not be compatible with a limited partner’s electronic system. Reliance on such electronic communications involves the risk of inaccessibility, power outages or slowdowns for a variety of reasons. These periods of inaccessibility will delay or prevent receipt of reports or other information by the limited partner. Digital Currencies and Assets Certain Funds are permitted and may invest a percentage of its capital commitments in (a) digital files representing or associated with stored value (such representation or association, typically referred to as a “token” or “coin”) or other digital assets that are cryptographically issued, sold, exchanged and secured on a distributed ledger or blockchain-based system: (1) with values related to direct or ancillary relationships to other initiatives, enterprises, organizations or businesses; (2) tied, pegged or otherwise having value correlated in any way with the value of any fiat currency (e.g., “stablecoins” tied to fiat currency, or the U.S. “digital dollar initiative”); (3) characterized as “fan tokens” or similar asset tied, pegged or correlated in some way (including but not limited to value) to the performance of an individual, team, league or other organization; and (4) that are a non-fungible token, fractional non-fungible token, or semi-non-fungible token, or any similar asset that has a value associated with confirming the authenticity or ownership of other assets; (b) that are contractual rights, including without limitation investment contracts or other instruments or securities, in respect of any of the foregoing (collectively, “Crypto Assets”), and (c) investment vehicles that invest in such Crypto Assets (collectively with Crypto Assets, “Digital Currency-related Investments”). Crypto Assets involve a high degree of risk and, in many cases, constitute a speculative investment. As relatively new products and technologies, Crypto Assets have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. A significant portion of the demand for Crypto Assets has been generated by speculators and investors seeking to profit from the short or long-term holding of Crypto Assets. The prices of Crypto Assets are often subject to rapid and extreme fluctuations. Several factors affect the price of Crypto Assets, including, but not limited to: supply and demand, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures (if any) that restrict the trading of Crypto Assets or the use of Crypto Assets as a form of payment or other representation of value. There is no assurance that Crypto Assets will achieve or maintain their long-term value in terms of purchasing power in the future, or that acceptance of payments in the form of Crypto Assets by mainstream retail merchants and commercial businesses will grow. A lack of expansion by Crypto Assets into

retail and commercial markets, or a contraction of such use, may result in increased volatility, which may adversely affect the Funds’ Digital Currency-related Investments. In addition, Crypto Asset networks are vulnerable to hacking and malware and some Crypto Asset exchanges have been closed due allegations of fraud, failure, or security breaches. In such event, the Funds’ Digital Currency-related Investments will be adversely affected. Crypto Assets may be held in “digital wallets” or “digital vaults”, which require a private digital key or combination of keys for access. Loss of a key associated with a “digital wallet” or “digital vault” would result in a loss of the Crypto Asset. Unauthorized access to “digital wallets” or “digital vaults” is another risk. Additionally, professional third-party custodians that are qualified, capable and/or permitted to hold and take custody of Crypto Assets on behalf of the Funds are currently limited. Under the Governing Documents of certain of the Funds, distribution in kind of Crypto Assets to the limited partners requires the prior consent of the applicable Fund’s Board of Advisors. In the event the Funds were to distribute Crypto Assets in kind to the limited partners, the risks associated with ownership of such distributed Crypto Assets will be borne solely by the limited partners, and limited partners will be responsible for dealing with any requirements to dispose of such distributed Crypto Assets. As Crypto Assets have grown in popularity, certain U.S. and non-U.S. regulatory agencies exerted authority over Crypto Assets and the operations of their networks. To the extent that a particular Crypto Asset is determined to be a security, commodity future or other regulated asset, to the extent that a U.S. or non-U.S. government or quasi-governmental agency exerts regulatory authority over a particular Crypto Asset, or if it becomes illegal, now or in the future, to own, hold, sell or use Crypto Assets in one or more countries or other jurisdictions, including the United States, the Funds’ Digital Currency-related Investments may be adversely affected. Regulation of the Crypto Assets sector is likely to increase. The United States Internal Revenue Service has issued a Notice providing that certain Crypto Assets are treated as property for U.S. federal income tax purposes, but little other guidance has been provided. The taxation of Crypto Assets is similarly uncertain and continuously evolving in many other jurisdictions. Crypto Assets are often difficult to value given the nature of the exchanges or other forums on which Crypto Assets are traded. Traditional venture capital valuation methodologies do not necessarily apply easily to Crypto Assets. Trading infrastructure for buying and selling Crypto Assets is still developing and differs in many ways from trading in traditional equity securities of publicly traded companies. In many cases, there will be no clear primary market for a particular Crypto Asset and pricing will be less transparent compared to traditional public equity markets. Such factors impact the General Partners’ ability to value Crypto Assets and also may make it harder to achieve “best execution” for trading in Crypto Assets. Coin or token offerings often do not include the same rights associated with traditional equity securities. Coin or token offerings are subject to significant regulatory uncertainty regarding securities and other laws. To the extent that a Fund participates in a coin or token offering or other acquisition of Crypto Assets that is later determined by regulatory authorities to violate applicable laws, rules or regulations, the value of such Fund’s interest in the applicable Crypto Asset would likely be adversely affected, including to the extent that compliance with and/or enforcement

of applicable laws, rules and/or regulations would disrupt the proposed business development and growth trajectory of the issuer of the coin offering or other Crypto Asset. Certain companies have used “coin-offerings” to raise capital in lieu of traditional equity financings. To the extent that more companies adopt this approach, the Funds may not have access to what otherwise might have been attractive traditional venture capital investment opportunities, and the amount that the Funds might otherwise have invested in Digital Currency-related Investments may increase as a result. The technology underlying Crypto Assets is, in many cases, new and unproven. Technological failures with respect to a Crypto Asset or trading platform could lead to a diminution in the value of the Funds’ investment in one or more Crypto Assets. There can be no guarantees about the reliability of the technology used to create, issue, or transmit Crypto Assets held by the Funds. Third parties may assert intellectual property claims relating to the operation of digital currencies and their source code relating to the holding and transfer of such assets. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the ability of end-users to hold and transfer Digital Currency-related Investments would likely adversely affect an investment in the Funds. The technology of Crypto Assets is a new and untested technology. In addition to the risks discussed herein, there are other risks associated with investing in Digital Currency-related Investments, including unanticipated risks. Such risks are expected to further materialize as unanticipated variations or combinations of the risks discussed herein. Reserves As is customary in the industry, each General Partner will establish reserves for follow-on investments by the applicable Fund in portfolio companies, operating expenses (including Management Fees), Fund liabilities, and other matters. Similar reserves will be established for earlier and future Funds. Estimating the appropriate amount of such reserves is difficult, especially for follow-on investment opportunities, which are directly tied to the success and capital needs of portfolio companies as well as liquidity events with respect to portfolio companies. Such estimates are not subject to or based on any standard industry practices, and are made on a case-by-case basis, taking into account a variety of factors determined by NEA in its sole discretion. Reserves are updated by NEA on a periodic basis and will increase or decrease over time. The Governing Documents typically limit the Funds’ ability to borrow, which puts greater emphasis on the amount of reserves established by the General Partners. Co-investment vehicles are generally not expected to have reserves. Reserves will increase or decrease over time, depending on the projected needs of a Fund’s portfolio companies and a Fund’s available cash. Inadequate or excessive reserves could impair the investment returns to the Fund’s limited partners. If reserves are inadequate, a Fund may be unable to take advantage of attractive follow-on or other investment opportunities or to protect its existing investments from dilutive or other punitive terms associated with “pay-toplay” or similar provisions (including dilution as a result of investments by other Funds or

other investors). If reserves for a Fund are excessive, such Fund will not be fully invested and/or may decline or otherwise not pursue attractive opportunities to make other investments. Further, in certain cases the allocation of investment opportunities, both among the Funds and with respect to co-investment opportunities, including with respect to existing portfolio companies of a Fund, will depend, in part, on their respective reserves at the time of allocating the opportunity, possibly resulting in lower returns if any of such reserves were later determined to be inadequate or excessive. Foreign Investments A portion of a Fund’s capital (which portion may be significant) is permitted to be invested in securities of non-United States portfolio companies. Such investments present a variety of risks not presented by investments in United States portfolio companies, including risks associated with: (i) fluctuating currency exchange rates; (ii) limitations on currency exchange or the transfer of capital/profits across international boundaries; (iii) different accounting standards; (iv) different legal protections for investors; (v) location specific regulatory burdens that can be particularly intrusive, including but not limited to, information disclosure requests or requirements; (vi) political or social instability; (vii) multiple taxing jurisdictions; (viii) developing and rapidly evolving government regulatory environments; and (ix) possibility of expropriation or confiscatory taxation. In addition, United States portfolio companies may seek to go public on, or be acquired by, companies with shares traded exclusively or primarily on a foreign securities exchange, also exposing investors in the Funds to currency exchange, geopolitical and tax-related risks. Even those portfolio companies that nominally are United States portfolio companies by virtue of their jurisdiction of organization or management headquarters are often exposed to significant non-United States risks due to the increasingly global nature of many technology companies, which, for example, rely upon international location or outsourcing of research, development, manufacturing or other operations; seek alliances with non-United States partners; or seek non-United States customers. Emerging Markets Many of the laws that govern private and foreign investment, securities transactions, creditors rights and other contractual relationships in emerging markets where the Funds could invest are new and largely untested and not fully developed. As a result, the Funds and their portfolio companies are subject to a number of unusual risks, including contradictory legislation or regulations, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs characteristic of developed markets, and lack of enforcement of applicable regulations. There can be no assurance that difficulties in protecting and enforcing rights will not have a material adverse effect on a Fund and its investments.

Functional Currency Unless otherwise specifically indicated in a Fund’s Governing Documents, the functional currency of the Funds is the United States dollar. Capital commitments of the partners, capital contributions and distributions of cash will be stated, made and are payable in United States dollars. An investor whose functional currency is not the United States dollar will bear substantial risks associated with fluctuating currency exchange rates, particularly with regard to capital contributions that are payable in installments over time. Certain investments by each Fund, and the income received by each Fund with respect to such investments, are expected to be denominated in various non-United States currencies. However, because the books of each Fund are maintained, and contributions to and distributions from each Fund are made, in United States dollars, currency conversion is required in such circumstances, which may adversely affect the United States dollar value of investments, income from such Fund’s investments, gains and losses realized on the sale of such Fund’s investments and the amount of distributions, if any, made by such Fund. In addition, the applicable Fund will incur costs in converting from United States dollars to foreign currency and vice versa. Furthermore, non-United States portfolio companies are potentially subject to risks relating to changes in currency values, as described above. If a portfolio company suffers adverse consequences as a result of such changes, the applicable Fund would likely also be adversely affected. Investments in Public Companies Although the Funds generally make investments primarily in private companies, the Funds will invest a percentage of their capital commitments in public companies. Such investments in public companies can occur through traditional purchases on the public secondary market through the use of a broker, or can be a private investment in public equity, such as a “PIPE” transaction. In either case, NEA’s public company purchases and sales are often conducted through an investment vehicle formed as a subsidiary of a Fund. Equity investments in public companies may subject a Fund to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of such Fund to dispose of such securities at certain times, increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members, including NEA’s personnel, and increased costs associated with each of the aforementioned risks. Additionally, some of the Funds’ portfolio companies are expected to become public companies following an initial public offering, direct listing, or reverse merger into a public entity, and some of the Funds’ portfolio companies are expected to be acquired by publicly traded companies (which could include special purpose acquisition companies (“SPACs”)) in exchange for consideration consisting in whole or in part of securities of such publicly traded

companies. Such investments in debt and/or equity securities issued by publicly held companies subject the Funds to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the Funds to dispose of such securities (or securities of other companies) at certain times (including due to the possession by the Funds or their representatives of material, non-public information as well as restrictions under Rule 144 of the Securities Act), increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives or board members, which includes NEA personnel, regulatory action by governmental bodies, and increased costs associated with each of the aforementioned risks. Hedging Techniques From time to time, a Fund will have investments in public companies but the shares of such companies held by such Fund are illiquid and/or otherwise not freely tradable. Subject to the terms of the applicable Fund’s Governing Documents, the applicable General Partner is permitted to cause such Fund to engage in hedging techniques in an effort to maintain the value of such investments until the corresponding shares become liquid and freely tradable. Certain hedging arrangements may create for a General Partner and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (the “CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Fund or a portfolio company to hedge its exposures becomes limited by such requirements. Dilution from Subsequent Closings Subject to the Governing Documents, investors admitted to certain Funds or increasing their capital commitment to a Fund following such Fund’s initial closing date will generally participate in existing investments of such Funds made prior to such admission or increase, thereby diluting the interests of existing investors. Although such investors will contribute their respective pro rata share of previously contributed capital for expenses and such investments at original cost plus a cost of carry (typically at a fixed rate), there can be no assurance that this payment will reflect the fair value (including any post-investment losses) of the Fund’s existing investments at the time such additional investors subscribe for interests. Leveraged Investments While NEA has historically limited the use of leverage by its Funds and generally expects that any borrowing by the Funds would be on a relatively short-term basis and subject to the limitations on borrowing in the applicable Fund’s Governing Documents, portfolio companies may borrow without limitation. In certain cases, this may include borrowing by portfolio

companies as part of the transaction in which a Fund invests in such companies. While portfolio company leverage presents opportunities to increase such Fund’s total return from its investment in such portfolio companies, it also has the effect of potentially increasing losses. If income and cash flow of such portfolio companies are less than the required interest payment on the borrowings, the value of such portfolio companies, and thus of such Fund’s investment, will likely decrease or such Fund could suffer a total loss. The cost and availability of leverage is highly dependent on the state of the broader credit markets (and such credit markets may be impacted by regulatory restrictions and guidelines), which state is difficult to accurately forecast, and at times it may be difficult to obtain or maintain the desired degree of leverage. Lenders often impose restrictive financial and operating covenants on portfolio companies that are leveraged. Accordingly, any event that adversely affects the value of an investment by a Fund may be magnified to the extent that a portfolio company is leveraged. It will also be necessary in certain cases and from time to time for a leveraged portfolio company to seek refinancing or restructuring of its debt financing, and there can be no assurance that any needed refinancing or restructuring will be available on terms that are favorable to the Funds’ investment in the portfolio company. The Funds, subject to certain limitations in their Governing Documents, can guarantee the indebtedness of portfolio companies. In such a case, if the portfolio company’s cash flow is insufficient to cover its debt obligations, a Fund may be called upon to fund all or a portion of the portfolio company’s debt obligations to satisfy such guarantee. This would reduce the amount of capital such Fund has available for other purposes and could adversely affect returns to the Fund’s investors. These risks generally are expected to increase as interest rates rise, including in circumstances where a portfolio company’s creditworthiness is such that it must borrow at higher interest rates than are available to the relevant Fund. In the event any portfolio company cannot generate adequate cash flow to meet its debt service, a Fund may suffer a partial or total loss of capital invested in the portfolio company, which could adversely affect the returns of such Fund. Furthermore, should the credit markets be limited or costly at the time a Fund determines that it is desirable to sell all or a part of a portfolio company, the Fund may not achieve an exit multiple or enterprise valuation consistent with its forecasts. Furthermore, the companies in which a Fund invests generally will not be rated by a credit rating agency. Except where otherwise required by the relevant Governing Documents, a Fund will not be obligated to borrow on behalf of a portfolio company, even in circumstances where the Fund’s creditworthiness would permit borrowing at a lower rate than is available to the portfolio company. A Fund is also permitted to borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable therefor, and in such situations, it is not expected that such Fund would be compensated for providing such guarantee or exposure to such liability. The use of leverage by a Fund generally also will result in fees, interest expense and other costs to such Fund that may not be covered by distributions made to such Fund or appreciation of its investments. Fund-level borrowings generally will be subject to limitations set forth in the Governing Documents and are interim in nature.

A Fund generally is permitted to incur leverage on a joint, several, joint and several or cross collateralized basis with one or more other Funds and entities managed by NEA or any of its affiliates, including through Fund subsidiaries and other intermediate entities, and may have a right of contribution, subrogation or reimbursement from or against such entities. Certain coinvestors (potentially including service providers (including lenders and law firms), third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners) are not expected to share in incurring such leverage or the related costs and as a result the Fund will disproportionately bear the risk and/or costs of leverage arrangements. In addition, to the extent a Fund incurs leverage (or provides such guaranties), such amounts are permitted to be secured by Commitments made by such Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of such Fund. To the extent a Fund provides bridge financing to facilitate portfolio company investments, it is possible that all or a portion of such bridge financing will not be recouped within the time period specified in the Governing Documents, in which case the investment would be treated as a permanent investment of the Fund. As a result, the relevant Fund’s portfolio could become more concentrated with respect to such investment than initially expected or otherwise provided for under the Fund’s investment limitations. Risk of Portfolio Company Bankruptcy The Funds have made (and may in the future make) investments in portfolio companies that experienced financial difficulties and become insolvent or filed for bankruptcy protection. There are a number of risks inherent in the bankruptcy process, including, for example, the effects of litigation between the creditors and debtor, the duration of the bankruptcy proceedings and the tangible and intangible costs to the portfolio company. Further, various U.S. federal and state and non-U.S. laws in connection with such bankruptcy proceedings could operate to the detriment of the Funds. There is also a risk that a court may require a Fund to return amounts previously paid to it by a portfolio company that has become insolvent or filed for bankruptcy, a risk that could increase if such Fund has management rights with respect to such portfolio company. Subscription Lines of Credit A Fund generally is permitted to enter into a subscription line with one or more lenders in order to finance its operations, including the acquisition, financing or refinancing of the Fund’s investments, as well as to consolidate or make less frequent capital calls to limited partners. Fund-level borrowing subjects limited partners to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the relevant General Partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital on an accelerated basis if the Fund fails to repay the amounts

borrowed under a subscription line or experiences an event of default thereunder. Moreover, any limited partner claim against the Fund would likely be subordinate to the Fund’s obligations to a subscription line’s creditors. In addition, Fund-level borrowing will result in additional partnership expenses that will be borne by investors. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of a subscription line, an upfront fee for establishing a subscription line, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility, as well as expenses relating to maintaining, renegotiating or terminating the facility. Because a subscription line’s interest rate is based in part on the creditworthiness of the relevant Fund’s limited partners and the terms of the Governing Documents, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the relevant Fund’s cost of borrowing, Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Fund’s reported net returns in certain methods of calculation. Conflicts of interest have the potential to arise in that the use of Fund-level borrowing typically delays the need for limited partners to make contributions to a Fund, or results in short-term gains to a Fund, which in certain circumstances enhances the relevant Fund’s return calculations and thereby has the potential to benefit the marketing efforts of the General Partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Fund’s carried interest arrangements will be met. A portfolio company financing from a subscription line, rather than from a Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances the use of Fund-level borrowing can increase the base of a Fund’s Management Fee calculation, such as during periods where Management Fees are based in whole or in part on an acquisition cost that includes a borrowing component. Because Management Fees are incurred whether an investment is financed through capital calls or borrowings, and a Fund’s preferred return typically does not accrue on outstanding borrowings, the relevant General Partner has an incentive to cause the Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of Fund-level borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination of the end of a Fund’s investment period, and cause or defer a related change in the basis of the relevant Fund’s Management Fee calculation under the Governing Documents. Conflicts of interest also have the potential to arise to the extent that a subscription line is used to make an investment that is later sold in part to co-investors (including one or more coinvesting Funds), as to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the subscription line and neither the relevant Fund nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities.

A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of a Fund and the limited partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the relevant General Partner’s ability to consent to the transfer of a limited partner’s interest in a Fund or impose concentration or other limits on the Fund’s investments, and/or financial or other covenants, that could affect the implementation of the Fund’s investment strategy and/or a limited partner’s ability to transfer its interest in a Fund. In addition, in order to secure a subscription line, the relevant General Partner may request certain financial information and other documentation from limited partners to share with lenders. The General Partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other Fund subsidiary is expected to bear higher rates under a borrowing facility than are borne by the Fund, resulting in a potential net benefit to the Fund, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Fund subsidiary. Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows a General Partner to fund investments and pay partnership expenses without calling capital, potentially for extended periods of time. Calling a large amount of capital (including amounts that would have represented multiple capital calls or investment closings absent the use of a subscription line) at once to repay the then-current amount outstanding under the subscription line could cause short-term liquidity concerns for limited partners that would not arise had the relevant General Partner called smaller amounts of capital incrementally over time as needed by a Fund. This risk would be heightened for a limited partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the limited partner to meet the accumulated, larger capital calls at the same time. Such larger capital amounts may increase the magnitude of potential investor defaults. A General Partner is authorized to use Fund-level borrowing to pay Management Fees and to reimburse NEA for expenses incurred on behalf of the relevant Fund. A Fund is also permitted to utilize Fund-level borrowing when a General Partner expects to repay the amount outstanding through means other than limited partner capital, including as a bridge for equity or debt capital with respect to an investment. If a Fund ultimately is unable to repay the borrowings through those other means, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. If an investment appreciates in value and is disposed of prior to repayment, the relevant Fund generally would apply disposition proceeds to repay the borrowing and related interest and expenses, the absence of invested capital funded by limited partners potentially will result in a distribution of net proceeds without a preferred return accrual on the amount invested. Accordingly, borrowings have the potential to support the distribution of proceeds to limited partners and increase the potential carried interest for the relevant General Partner, as reduced

by the interest incurred by the relevant Fund. Subject to any limitations in the Governing Documents, this scenario potentially incentivizes the relevant General Partner to permanently fund the acquisition and ongoing capital needs of a Fund’s investments and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an asneeded basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never, if principal and interest on such borrowings are always repaid out of disposition proceeds). Bridge Financings The Funds are expected to lend to portfolio companies on a short-term, unsecured basis in anticipation of a future issuance of equity. Such bridge loans typically would be convertible into, or be repaid upon the issuance of, more permanent, long-term securities; however, for various reasons, such securities may not be issued and such bridge loans by a Fund may remain outstanding for longer periods than originally expected or desired. In such event, the interest rate on, and other terms of, such loans would likely not adequately reflect the risk associated with the unsecured position taken by such Fund. Investment and Intermediate Entity-Level Borrowing Certain Funds, in accordance with such Fund’s Governing Documents, may incur indebtedness that is secured by any assets of the Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and may directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation (including other extensions of credit). Indebtedness may be incurred for any purpose relating to the activities of the Fund, including without limitation to: finance any investment-related activities of the Fund; increase the buying power of the Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Fund expenses or fund the payment of Management Fees; make, hold or dispose of investments; provide financing or refinancing to portfolio companies; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves. Further, the Funds are expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Fund’s subscription line facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the risk and/or cost of such financing, or the guarantees or other credit support the relevant Fund provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the

financing improves portfolio company performance. Although in many cases the Governing Documents impose limits on borrowings at the Fund level, portfolio investments and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. Projections of Portfolio Companies or NEA Funds Projected operating results of a company in which a Fund invests normally will be based primarily on financial projections prepared by such company’s management, with adjustments to such projections made by NEA in its discretion. In all cases, projections are only estimates of future results that are based upon information received from the company and third parties and assumptions made at the time the projections are developed. There can be no assurance that the results set forth in the projections will be attained, and actual results can be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material impact on the reliability of projections. Any projected or estimated results of the Funds that appear in investor-facing communications, including Fund marketing or advertising materials, are meant for sophisticated investors who can understand the risks involved when investing in a Fund and are hypothetical in nature and likewise based on the underlying assumptions and information available at the time they are prepared and are subject to significant change. Such projections should not be regarded as guarantees or assurances of future performance of any Fund. Illiquidity of the Interests Limited partner interests in the Funds are highly illiquid, have no public market and are not transferable except with the consent of the applicable General Partner, which can be withheld for any reason, and will be withheld or deferred to a future date if certain tax and legal requirements are not met. Without limiting the generality of the foregoing, transfers of limited partner interests have historically been restricted by a General Partner in order for the applicable Fund to stay within annual “safe harbors” related to avoiding “publicly traded partnership” status. There will be no public market for the interests in the Funds, and none is expected to develop. Withdrawals of limited partner interests from the Funds are generally not permitted, although in certain circumstances a limited partner may be entitled, or required, to withdraw from a Fund for tax, legal, regulatory or similar considerations. A withdrawn limited partner may not be entitled to immediate payment for its interest in such Fund. Any withdrawal of a limited partner would likely reduce the amount of Fund capital available for investment, payment of expenses, or other activities. To the extent a General Partner is asked to consent to a transfer of limited partner interests, such General Partner generally may do so in its sole discretion, taking into account such factors the General Partner determines to be relevant under the circumstances, which includes, without limitation: whether the potential purchaser is an existing investor in the Fund or other Funds, such General Partner’s evaluation of the financial resources of the potential purchaser,

including its ability to meet outstanding capital contribution obligations; such General Partner’s perception of its past experiences and relationships with the potential purchaser, including its belief that the potential purchaser would help establish, recognize, strengthen, or cultivate relationships that may indirectly provide longer-term benefits to the Funds, the General Partners, other Funds (now or in the future) or NEA itself; whether the potential purchaser would subject the General Partners, the Funds or their respective affiliates to legal, regulatory, reporting, public relations, media or other burdens; requirements in the applicable Governing Documents; and the likelihood that a purchaser would make an investment into another Fund (including a Fund to be formed in the future). Substantial Penalty for Default Capital calls will be issued by the Funds at the discretion of the General Partners, based upon each General Partner’s assessment of the needs and opportunities of the applicable Fund. In general, forfeiture of a significant portion of a limited partner’s interest and other adverse consequences may occur upon a limited partner’s failure to make any installment payment of a capital call on a timely basis. Limited Partner Defaults Limited partners may default on capital calls for a variety of reasons, including their own insolvency, bankruptcy or subjective determination that default is more attractive than compliance. Some investors may participate in a Fund through their own special purpose vehicles or other structures that have the effect of limiting a Fund’s recourse against such investors for amounts not paid or contributed. Any failure by limited partners to make timely capital contributions in respect of their capital commitments (or to make any other payments required under the applicable Governing Documents or applicable law) may impair the ability of the Funds to pursue their investment program or cause other damage. If a particular limited partner fails to make a contribution or other payment, other partners of the relevant Fund may effectively bear the burden of such limited partner’s share of Fund-related costs or expenses. Notwithstanding the foregoing, no General Partner will be under any obligation to confirm the creditworthiness of any investor before or after admitting such investor to the applicable Fund as a limited partner, nor will the General Partners be under any obligation to exclude from the applicable Funds any investor based on creditworthiness-related considerations. Limited Access to Information Subject to applicable laws and regulations, the rights of limited partners to information regarding the Funds and their portfolio companies will be specified, and strictly limited, in the applicable Governing Documents. In particular, it is anticipated that the General Partners will obtain certain types of material information that will not be disclosed to limited partners. For example, a General Partner will often obtain information regarding portfolio companies (e.g., via members of such General Partner serving as directors of portfolio companies) that is material to determining the value of securities issued by such portfolio companies. Such

specific information generally will be withheld from limited partners in order to comply with confidentiality or other duties to such portfolio companies or otherwise to protect the interests of such portfolio companies or the applicable Fund (including in the case of limited partners that are subject to laws that might require the public disclosure of such information). Decisions by NEA or a General Partner to withhold certain information may have adverse consequences for limited partners in a variety of circumstances and will make it difficult for a limited partner to monitor NEA and its performance. For example: (i) a limited partner that seeks to sell its interest in the applicable Fund may have difficulty in determining an appropriate price for such interest; (ii) decisions by a General Partner to withhold information may make it difficult for limited partners to subject such General Partner to rigorous oversight; and (iii) each communication from such General Partner to one or more limited partners must be interpreted in light of the realistic possibility that such General Partner is in possession of undisclosed information relating to such Fund or its portfolio companies that could be material to a comprehensive assessment of such communication. Overall, prospective investors should not expect a Fund to be operated with the same degree of “transparency” as a publicly traded corporation. Furthermore, it is anticipated that limited partners that designate representatives to participate on a Fund’s Board of Advisors generally may, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other limited partners. Limited partners generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials, and NEA reserves the right to withhold certain information from investors subject to such laws for reasons relating to NEA’s public reputation, business strategy or other reasons. Notwithstanding the foregoing, or the provision of any Fund’s Governing Documents, NEA will not as a matter of policy interpret any Fund’s confidentiality or information rights provisions to: (i) prohibit any limited partner from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any limited partner to provide notification that it has made such reports or disclosures. Side Letters Subject to applicable laws and regulations, NEA and/or its affiliates reserve the right to enter into Side Letters with certain investors in a Fund providing such investors with different or preferential rights or terms, including, but not limited to, different fee structures (including discounted or rebated compensation terms), information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, rights to serve on the Fund’s Board of Advisors, and transfer rights. Moreover, NEA is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners (e.g., based on commitment amount to a Fund or the timing thereof, the ability of a limited partner to provide

sourcing or other services to NEA, its affiliates and personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to NEA, its affiliates and personnel, or the Funds). Side Letters also are expected to relate to strategic relationships under which an investor agrees to make Commitments to multiple Funds. Except in the circumstances and on the timing required by the Governing Documents, other investors will not receive disclosure of Side Letters or related provisions, and as a general matter, the other investors have no recourse against a Fund, NEA, the relevant General Partner or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such Side Letters. Side Letters subject NEA to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Fund’s Board of Advisors results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other Side Letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Fund or of limited partners as a whole, including in the event that a Side Letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Fund. As a consequence of one or more limited partners being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in investments, the aggregate returns realized by participating or non-participating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments. Although NEA believes it to be unlikely, excuse rights requested or received by one or more limited partners (or such regulatory, tax or other factors applicable to such limited partners) representing a substantial percentage of a Fund have the potential to create significant variations in limited partner investment returns, or to influence or affect the investment strategy and pursuit of investment opportunities by the General Partner on behalf of the relevant Fund as a whole. A limited partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Governing Documents; conversely, a limitation on one or more limited partners’ voting rights generally will increase the voting rights percentage of other limited partners in the relevant Fund. Further, limited partners with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Fund. Freedom of Information/Sunshine Laws Under “freedom of information,” “sunshine,” “public records” and similar laws, certain governmental or other regulated entities, such as state universities and public pension funds, are required to publicly disclose confidential information regarding the Funds or their portfolio companies, notwithstanding contractual obligations (such as those contained in the applicable

Governing Documents or Side Letters) to the contrary. Any such disclosure could have a material adverse effect upon the Funds or their portfolio companies, and could even expose the Funds, the General Partners, NEA and other NEA personnel to claims for damages brought by portfolio companies or other persons related thereto. Nevertheless, the Governing Documents will not prohibit such entities from being admitted to the Funds. No Assurance of Confidentiality As part of the subscription process to a Fund and otherwise in their capacity as limited partners, investors will provide significant amounts of information about themselves to the General Partners and the Funds. Limited partners should not assume that such information will be kept confidential. For example, subject to any specific legal requirements, such information may be made available to other limited partners, third parties that have dealings with the Funds, and governmental or regulatory authorities. Certain Litigation Risks, Exculpation and Indemnification The Funds will be subject to a variety of litigation risks, especially due to the fact that NEA will have representatives serving on the boards of directors of portfolio companies and because one or more portfolio companies may face financial or other difficulties during the term of the applicable Fund’s investment. The Funds may also participate in portfolio company financings at implicit portfolio company valuations lower than the valuations implicit in preceding rounds of financing. In the event of a dispute arising from any of the foregoing activities (or other activities relating to the operation of the Funds), it is possible that the Funds, the General Partners, NEA, or NEA personnel will be named as defendants. Under most circumstances and subject to the terms of the applicable Governing Documents, the applicable Fund will indemnify the applicable General Partner, NEA and other NEA personnel for any costs they incur in connection with such disputes. Beyond direct costs, such disputes may adversely affect the Funds in a variety of ways, including by distracting the General Partners and by harming relationships between the Funds and their portfolio companies or other investors in such portfolio companies. Although the Governing Documents generally contain broad exculpation and indemnification provisions, NEA will not interpret such provisions to constitute a waiver of any person’s non-waivable federal fiduciary duties to the relevant Fund under the Advisers Act. Certain Considerations Related to Active Management Although the Funds’ investments will generally represent a minority interest in portfolio companies, the Funds may in certain cases own a significant or controlling percentage of the equity of portfolio companies. Because of such significant or controlling ownership, representation on the boards of directors and/or contractual rights, the Funds may in certain cases be thought to control, participate in the management of or influence the conduct of portfolio companies. This could expose the assets of the Funds, the General Partners, the managers of the Funds’ ultimate general partners and certain other persons or entities

associated with NEA to claims by a portfolio company, its security holders, its creditors or governmental agencies. Under the terms of the applicable Governing Documents, the Funds’ assets are available to indemnify the General Partners and certain other persons and entities for losses or expenses incurred in any action related to conduct on behalf of the Funds, subject to certain conditions, and the General Partners have the ability to recall distributions previously made to the partners for the purpose of satisfying such liabilities. Return of Distributions Indemnification obligations or other requirements in the Governing Documents to recall distributions (such as those described above) and obligations to return proceeds to a portfolio company imposed on the Funds (including obligations that arise after a Fund’s liquidation) could obligate limited partners to return certain distributions received from such Fund, as provided in the applicable Governing Documents and under applicable laws of the State of Delaware. Regulatory and Enforcement Risks Regulation of the venture capital industry, including regulation applicable to managers of venture capital funds and their portfolio companies, has increased significantly in recent years. Additional regulation of private fund managers is likely to be enacted in the future. Compliance with regulations globally requires significant time and effort from NEA and its personnel. NEA or its affiliates and personnel expect to be subject to regulatory inquiries, examinations, or investigations that require significant time and attention from NEA personnel and that could distract from the management of a Fund’s affairs. Enforcement actions and any resulting sanctions that have an adverse effect on NEA or such personnel could in turn have an adverse effect on the Funds. In certain cases, the Funds themselves or a portfolio company could become subject to regulatory investigation or enforcement actions that could involve significant cost to the Funds or such portfolio company or otherwise adversely affect the Funds or such portfolio company. Financial Institution Risk and Distress Events. An investment in a Fund is subject to the risk that one of the Fund’s banks, brokers, hedging counterparties, lenders or other custodians of some or all of the Fund’s assets (each, a “Financial Institution”) fails to perform its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, a change in interest rates, significant customer withdrawals, fraud, malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences a Distress Event, NEA, the Funds and/or their portfolio companies may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation (“FDIC”), in the case of

banks, or the Securities Investor Protection Corporation (“SIPC”), in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental intervention has resulted in additional protections for depositors upon the occurrence of Distress Events, there can be no assurance that governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of NEA to manage the Funds and their investments, and on the ability of NEA, any Fund and/or portfolio companies to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. Such losses have the potential to include a Fund to pay fees and expenses in the event the Fund is not able to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of investors to make capital contributions or otherwise), as well as the inability of a Fund to acquire or dispose of investments at prices that the relevant General Partner believes reflect the fair value of such investments and/or the inability of portfolio companies to make payroll, fulfill obligations and maintain operations. Although NEA expects to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, there can be no assurance that such remedies will be successful or avoid losses or delays. Many Financial Institutions require, as a condition to using their services or otherwise, that NEA and/or the relevant Fund maintain all or a set amount or percentage of their respective accounts or assets with such Financial Institution or its affiliate(s) (each, a “Custodian”), which heightens the risks associated with a Distress Event with respect to such Custodians. Although NEA seeks to do business with Custodians that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, NEA is under no obligation to use a minimum number of Custodians with respect to any Fund, or to maintain account balances at or below the relevant insured amounts. Material Non-Public Information The General Partners and their affiliates will come into possession of material, non-public information that will block or limit the ability to buy and sell investments under applicable securities laws. The Funds’ investment flexibility will be constrained as a consequence of the General Partners’ inability to use such information for the purposes of buying or selling securities. Alternatively, the General Partners and their affiliates may decline to receive material, non-public information which they might otherwise receive in order to avoid investment restrictions on other Funds managed by the General Partners or their affiliates even though access to such information might have been advantageous to the Funds and other market participants are in possession of such information.

Alternative Data Providers NEA uses alternative data in its investment process. Alternative data includes datasets that have been culled from a variety of sources, including but not limited to, internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases (this data is sometimes referred to as “big data” or “alternative data”). NEA applies this alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne, in whole or in part, by the Funds. No assurance can be given that NEA will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for NEA in numerous jurisdictions. NEA cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to NEA, its General Partners, or to the Funds. Regulatory Restrictions Regulatory restrictions such as anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent NEA or the Funds from entering into transactions with certain individuals or in certain jurisdictions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio companies owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the U.S. Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to one Fund’s acquisition of a portfolio company may preclude other Funds from making an attractive acquisition or require one or more other Funds to sell all or a portion of certain portfolio companies owned by them. As a result of any of the foregoing, a Fund may be adversely affected because of NEA’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Fund from pursuing investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by NEA or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there

can be no assurance that any Fund will be able to participate in all potential investment opportunities that fall within its investment objectives. Taxation An investment in any Fund involves complex tax considerations that differ for each limited partner and vary from jurisdiction to jurisdiction. Many factors affect the tax consequences to a particular limited partner of an investment in a Fund (including whether an investment in such Fund results in any tax filing obligations for the limited partner). Such factors include, without limitation, the tax profile and other particular circumstances of the limited partner, and the structure and jurisdiction of a Fund’s investments. Further, there may be tax law changes (possibly with retroactive effect) during (and/or after) the life of the Fund(s) that affect such tax consequences. There can be no assurance that the structure of any investment will be tax efficient for any particular limited partner, that any particular tax result will be achieved, or that the Fund(s) will make annual distributions to each limited partner in the amount necessary for the limited partner to pay all tax liabilities resulting from the limited partner’s ownership of an interest in the Fund(s). Formation of New Funds NEA expects to establish additional funds (subject to the terms of the Governing Documents) and there can be no assurance that the creation of such additional funds will not give rise to conflicts of interest between the investors of the respective funds with respect to allocation of investment opportunities and other matters. Need for Follow-On Investments Following its initial investment in a given portfolio company, NEA is permitted to decide to provide additional funds to such portfolio company or consider the opportunity to increase its investment in a portfolio company, whether for opportunistic reasons, to fund the needs of the business, as an equity cure under applicable debt documents or for other reasons. There can be no assurance that any Fund will make follow-on investments or that any Fund will have sufficient funds to make all or any of such investments. Any decision by a Fund not to make follow-on investments or its inability to make such investments may have a substantial negative impact on a portfolio company in need of such an investment (including an event of default under applicable debt documents in the event an equity cure cannot be made), result in a lost opportunity for such Fund to increase its participation in a successful operation, or the dilution of the relevant Fund’s ownership in a portfolio company if a third party or co-investor is permitted to invest. Co-Investment by Limited Partners and Others As is common in the venture capital industry, NEA will often invite other venture capital firms and other investment firms, Strategic Investors (as defined below), and others that are not

affiliated with the Funds to participate in investment rounds with the Funds (and NEA and the Funds may also be invited to participate in investment transactions being led by such other firms and investors). As permitted by the Governing Documents, NEA expects to provide (or agree to provide) coinvestment opportunities (including the opportunity to participate in co-invest vehicles) to certain investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, Strategic Investors, NEA’s personnel and/or certain other persons associated with NEA and/or its affiliates, including Venture Partners. Such coinvestments typically involve investment and disposal of interests in the applicable portfolio company at the same time and on the same terms as the Fund making the investment. However, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing selldown or transfer), which generally will have been funded through such Fund’s investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a coinvestor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in NEA’s sole discretion, NEA reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund. Please refer to the subsection titled “Co-Investments by Limited Partners and Third Parties” below for additional information. Misconduct of NEA Employees and Third-Party Services Providers Misconduct by employees of NEA or by third-party service providers could cause significant losses to the Funds. Such misconduct could include, but is not limited to, binding NEA to transactions that exceed authorized limits or present unacceptable risks and unauthorized investment activities or concealing unsuccessful investment activities (which, in either case, could result in unknown and unmanaged risks or losses). Further, employee misconduct could also involve illegal or otherwise inappropriate acts that are not directly related to NEA or any portfolio companies but nonetheless have a material adverse impact (including reputational damage) on NEA or the General Partners. Losses could also result from actions by third-party service providers, including, without limitation, failure to recognize trades and misappropriating assets. In addition, NEA employees and third-party service providers might improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting NEA’s business prospects or future marketing activities. No assurances can be given that any due diligence performed by NEA or the General Partners will identify or prevent any such misconduct.

Dependence on Patents, Trademarks and other Intellectual Property Certain of the portfolio companies in which the Funds invest will depend heavily on intellectual property rights, including patents, copyrights, trade secrets, trademarks and servicemarks. The ability to effectively enforce patent, trademark and other intellectual property laws will affect the value of many of these companies. Intellectual property disputes are frequent and can preclude commercialization of products, and intellectual property litigation is costly and could subject a portfolio company to significant liabilities to third parties. The presence 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 a Fund or a portfolio company will be able to protect its own intellectual property rights or will have the financial resources to do so, or that competitors will not develop technologies substantially equivalent or superior to a portfolio company’s technologies. Unauthorized access or theft of proprietary information 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 significant, particularly in countries where laws are less protective of intellectual property 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 software intellectual property rights could adversely affect portfolio companies. Force Majeure NEA, its Funds, or their respective portfolio companies could be affected by force majeure events (i.e., events beyond a party’s control, including fire, flood, earthquakes, adverse weather conditions, assertion of eminent domain, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, riots, and/or other types of civil unrest). The occurrence of a force majeure event could have a material adverse effect on the macro economy and/or the business operations of NEA, its Funds, and their portfolio companies. Some force majeure events could adversely affect NEA’s ability or the ability of another party (including a portfolio company or a counterparty to a Fund or a portfolio company) to perform its obligations until it is able to remedy the force majeure event. In addition, the cost to portfolio companies or the Funds of repairing or replacing damage resulting from such force majeure event could be considerable. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries where NEA or its Funds could invest specifically. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more portfolio companies or its assets, including through eminent domain, could result in a loss to the Funds, including if any of their investments in a portfolio company is canceled, unwound or acquired (which could be without what NEA considers to be adequate compensation). Any of the foregoing could therefore adversely affect the Funds’ economic

performance. Force majeure risks are generally uninsurable and, in some cases, agreements can be terminated if the force majeure event is so catastrophic that it cannot be remedied within a reasonable time period. While NEA would seek to utilize insurance and other risk management and mitigation techniques (to the extent available on commercially reasonable terms) to mitigate the potential loss resulting from catastrophic events and other risks customarily covered by insurance, it could not always be practicable or feasible to do so. Moreover, it may not be possible to insure against all such risks, and insurance proceeds could be inadequate. General Economic, Social, and Political Conditions Changes in legal, tax, fiscal and regulatory regimes are likely to occur during the life of the Funds and could have an adverse effect on the Funds. The Funds may not be permitted to, or be able to, make adjustments in their structure or investment strategy in order to adapt to such changes. Each General Partner will have the exclusive right and authority (within the limitations set forth in the applicable Governing Document) to determine the manner in which the applicable Fund shall respond to such changes, and limited partners generally will have no right to withdraw from the Funds or to demand specific modifications to the Funds’ operations. Interest rates, inflation, general levels of economic activity, the price of securities and participation by other investors in the financial markets will affect the value, and potentially the number of, investments made by the Funds. Instability in the securities markets will likely affect the value of the Funds’ investments, as well as the length of time such investments are held. Political unrest, disease, war and acts of terrorism may also increase the risks inherent in the Funds’ investments. Due to the illiquidity of the Funds’ investments, the Funds will have limited ability to adapt to any such changes in the economic environment or to mitigate any corresponding losses. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of (and/or higher interest rates on) credit for consumers, homeowners and businesses, including credit used to acquire or fund the operation of businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of a Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Fund and result in longer holding periods for investments. In recent periods, interest rates have been higher than they had been for many previous years. Higher interest rates increase borrowing costs for the Funds and their portfolio companies, which could have an adverse effect on their performance.

Public Health Emergencies; Pandemics Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Funds. The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact and result in significant losses to the Funds. The extent of the impact on the Funds’ and their portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of the Funds to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy the Funds intend to pursue, all of which could adversely affect the Funds’ ability to fulfill their investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements (including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Funds, their portfolio companies, the General Partners and NEA may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. International Conflicts and Geopolitical Events Wars and other international conflicts, such as the United States’ military operations in Iran, the Israeli-Palestinian conflict, and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and

international policy changes, actual or perceived trade wars, import or export controls, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Fund intends to pursue, all of which could adversely affect the Fund’s ability to fulfill its investment objectives. U.S. Taxation of Carried Interest U.S. federal income tax law treats certain allocations of capital gains to service providers by partnerships such as the Funds as short-term capital gain (taxed at higher ordinary income rates) unless the partnership has held the asset that generated such gain for more than three years. Additionally, Congress has considered proposed legislation that would treat certain income allocations to service providers by partnerships such as a Fund (including any carried interest) as ordinary income for U.S. federal income tax purposes that under current law are treated as an allocation of the partnership’s income (and which may be taxed at lower rates than ordinary income). Such rules, as well as any such legislation that may be enacted in the future, could apply to reduce the after-tax returns of individuals associated with a Fund, its General Partner, or NEA who were or may in the future be granted direct or indirect interests in carried interest, which could make it more difficult for the relevant General Partner and its affiliates to incentivize, attract and retain individuals to perform services for a Fund. This creates potential incentives for NEA to cause a Fund to hold investments for a longer period than would be the case if such greater-than-three-year holding period requirement did not exist. Item 9 - Disciplinary Information

Minority interests in NEA are owned by vehicles managed by two strategic investors (the “Strategic Investors”). The Strategic Investors do not have authority over the day-to-day operations or investment decisions of NEA as they relate to the Funds, although they have negotiated certain minority protection and consent rights in connection with their investments in NEA. The Strategic Investors also have relationships with other advisers and investment vehicles that may give rise to potential conflicts, including sponsoring or investing in firms or vehicles that pursue investment strategies similar to those of a Fund and ultimately compete with a Fund for investment opportunities. The Strategic Investors will also be offered coinvestment opportunities as a strategic relationship of NEA and may have relationships in the ordinary course with current or prospective portfolio companies, including providing services and/or financing directly or indirectly to current or prospective portfolio companies. The Strategic Investors’ minority interests do not impact the management, control or any other aspect of NEA’s investment advisory services. Neither NEA nor any of its personnel are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither NEA nor any of its management persons are registered as a futures commission merchant, commodity pool operator or commodity trading advisor. Please refer to “Conflicts of Interest” for descriptions of certain relationships between NEA, certain of its Funds, and other investment advisers. NEA and its related entities and personnel engage in a broad range of advisory and nonadvisory activities, including investment activities for their own account and for the account of Funds, and providing transaction-related, legal, management and other services to Funds and portfolio companies. NEA will devote such time, personnel and internal resources as are necessary to conduct the business affairs of the Funds in an appropriate manner, as required by the applicable Governing Documents, although the Funds and their respective investments will place varying levels of demand on these resources over time. In the ordinary course of NEA conducting its advisory activities, the interests of a Fund likely will conflict with the interests of NEA, one or more other Funds, portfolio companies, NEA personnel or their respective affiliates in certain circumstances. Certain of these conflicts of interest are discussed in this Brochure as well as the Governing Documents of a Fund. Moreover, the Governing Documents for a Fund will generally contain certain protections for investors against certain conflicts of interest faced by the applicable General Partner and its affiliates 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), to the extent permitted by applicable law, that might otherwise exist in the absence of such provisions. As a general matter, NEA will determine all matters relating to structuring transactions and 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 Board of Advisors of the applicable Funds under the applicable Governing Documents.

Other Activities of NEA and Its Personnel In addition to devoting time to the Funds (including Funds formed in the future), NEA and its personnel may also devote portions of their business time to other investment funds, accounts or programs that NEA has formed or sponsored or may in the future form or sponsor, alone or with third parties or with respect to which NEA has or may have an interest in the management fee or carried interest (“NEA Associated Partnerships”), to the extent not prohibited by the applicable Governing Documents. Conflicts of interest will arise in allocating time, services or resources among the investment activities of the Funds and NEA Associated Partnerships. NEA personnel also may have certain time commitments to activities and endeavors outside of NEA, including, without limitation, their own personal investments, whether or not through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations or similar arrangements, and to pay or receive compensation relating to the foregoing. NEA’s principals and NEA’s investment staff will continue to manage and monitor such investments until their realization. Such other investments that NEA personnel expect to control or manage generally have the potential to compete with companies acquired by a Fund. Following the investment period of a Fund, NEA personnel reserve the right to, and likely will, focus their investment activities on other opportunities and areas unrelated to such Fund’s investments. To the extent an investment opportunity is received that is reasonably deemed unsuitable for a Fund in NEA’s sole discretion (including such discretion held by one or more employees of NEA), NEA and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity. Unless restricted by the Governing Documents, NEA personnel are permitted to serve on boards or act in other roles unaffiliated with NEA, the Funds or their portfolio companies, including boards of charitable and educational institutions, public companies, private for-profit companies, and former portfolio companies, and receive compensation in connection with such services and roles. NEA has policies in place to manage these potential conflicts of interest. Relationship with Connect Ventures The origin of Connect Ventures was to pursue investment opportunities in early-stage technology-focused global commerce and media-oriented businesses that could benefit from the combined resources of NEA and Creative Artists Agency, LLC (“CAA”). In furtherance of that objective, CAA and NEA agreed to certain arrangements to govern a joint venture relationship between CAA and NEA, including arrangements with respect to management of Connect Ventures I, L.P. Separately, and subsequent to the initial joint venture relationship, Connect Ventures Management Company, LLC (“Connect Ventures”) was established and acts as the manager of certain other funds in which NEA Funds have invested. As of December 31, 2025, certain NEA Funds and CAA are currently the sole limited partners of certain funds managed by Connect Ventures. Connect Ventures reserves the right to raise capital from third-party investors not associated with CAA or NEA, in which case such investors would be expected to bear a management fee and/or “carried interest” payable to Connect Ventures. Such fees or “carried interest” will not be directly payable to the Funds. In

addition, NEA has the right to appoint a member of the board to Connect Ventures and anticipates that it will share in the revenue generated by Connect Ventures in the future. NEA Associated Partnerships In addition to the Funds, NEA reserves the right to form or sponsor NEA Associated Partnerships. An NEA Associated Partnership may have a different investment strategy or investment focus than the Funds or, subject to applicable limitations in the applicable Governing Documents, may have a similar investment strategy or investment focus as the Funds. NEA and certain Funds have received preferential economics (for example, reduced management fees and/or “carried interest”) with respect to investments in NEA Associated Partnerships that are not controlled by NEA or its personnel. Investment opportunities that may have been appropriate for the Fund(s) may be offered, in whole or in part, to NEA Associated Partnerships. NEA Associated Partnerships that are managed by third parties are not clients of NEA. NEA is not in a position to dictate investment and disposition allocation decisions as between the Fund(s) and an NEA Associated Partnership, even if NEA or its employees have some involvement with such NEA Associated Partnership, such as serving in an advisory role to an NEA Associated Partnership. As a result, such NEA Associated Partnership may make an investment in a Fund portfolio company, or dispose of an investment in a company in which the Fund(s) and such NEA Associated Partnership each have an existing investment, at different times than the Fund(s). The Fund(s) are permitted to co-invest with NEA Associated Partnerships, either on a formal or informal basis and either on a regular or episodic basis. Consent of the applicable Fund’s Board of Advisors will not be required for such Fund to invest (initially or as a follow-on) in a company where an NEA Associated Partnership has an investment unless expressly required under the applicable Governing Documents. Consent of the applicable Fund’s Board of Advisors will not be required for an NEA Associated Partnership to invest (initially or as a follow-on) in a company in which such Fund has an existing investment. Overlapping investments between the Fund(s) and NEA Associated Partnerships create potential conflicts of interest similar to those described with respect to other Funds under “Overlapping Investments Among Funds” below, particularly in situations where NEA or its employees have an economic interest in such NEA Associated Partnership separate from any interest of the Fund(s) that have invested in such NEA Associated Partnership and control or substantially influence investment and disposition decisions for such NEA Associated Partnership. Investors with an Ownership Interest in NEA Further to the discussion of the Strategic Investors above, at the end of 2020, NEA’s management company entities consummated a minority general partner-stake transaction that involved, among other things, a sale of indirect interests in those management company entities to third-party investors in exchange for a combination of primary and secondary proceeds. As a result, certain limited partners in certain Funds are (or are affiliates of) third-party investors

that have acquired such passive minority ownership interests in NEA’s management entities, which interests entitle such third-party investors to a portion of the General Partners’ “carried interest” in such Funds (and future Funds) and a portion of the adjusted profits earned by NEA. Such limited partners have the potential to be subject to conflicts of interest with respect to matters presented to the limited partners of such Funds for a vote or consent and will not be prohibited from voting on any such matter. Such third-party investors will also invest indirectly in such Funds as part of the General Partners’ capital commitment on a Management Fee-free and “carried interest”-free basis. Affiliates of such third-party investors operate in a variety of business units and activities through a number of affiliated entities. Such relationships create an incentive for NEA to favor such limited partners (or their affiliates) over other limited partners of the Funds (e.g., with regard to the allocation of co-investment opportunities or the provision of information regarding the Funds and their portfolio companies). NEA has policies in place to manage these potential conflicts of interest.

All NEA supervised persons are required to acknowledge the terms of the Code of Ethics no less than annually, and the provisions apply to such supervised persons as well as, in general, certain family and household members. The Code of Ethics includes penalties for violations and requires reporting of violations. NEA reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with NEA on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential to materially affect the investments available to the Funds or the expenses borne thereby. A copy of the Code of Ethics is available to any investor or prospective investor upon written request to NEA at compliance@nea.com. Participation or Interest in Client Transactions Below is a summary of material conflicts that arise in connection with the participation or interest of NEA and its affiliates and personnel in client transactions, including participation through an investment in a Fund. Further information on the types of potential conflicts of

interest relating to a particular Fund can be found in each Fund’s respective Governing Documents. In certain cases, a Fund or NEA will purchase securities from a company that is an existing portfolio company of another Fund or sell or transfer securities of a portfolio company to another Fund (including, without limitation, in connection with “warehousing” securities for a subsequently formed Fund that NEA intends to be transferred to such other Fund following the closing of such other Fund or a “General-Partner-led” secondary transaction) subject to any limitations or requirements under the Governing Documents or consents required under the Advisers Act. In addition, subject to any consents required under the Governing Documents, a Fund can make an investment in a portfolio company of another Fund at or after the time such other Fund disposes of a portion of its investment in such portfolio company, including in connection with a financing that provides proceeds for the disposing Fund. NEA intends that any such transactions be conducted in a manner that it believes to be fair and equitable to each Fund under the circumstances, including a consideration of the potential present and future benefits with respect to each Fund. Except for any such transactions contemplated by the Governing Documents (including the anticipated purchases by one or more Funds from, or transfers of commitments to, one or more Funds by another Fund), any transaction involving a purchase or sale by a Fund from or to another Fund would typically require the consent of the applicable Fund’s Board of Advisors, as subject to a Fund’s Governing Documents and any requirements imposed by the Advisers Act. Such a transaction or “cross trade” entails a conflict of interest because NEA and its General Partners act for both the applicable Fund and another Fund and could be incentivized to improve the performance of the other Fund (for example, by selling an underperforming asset to a Fund in order to increase the “carried interest” payable to NEA or its General Partners by such other Fund). Please refer to the subsection titled, Transactions Among Funds” below for additional information. The Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Generally, if an adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. In connection with NEA’s management of the Funds, NEA and its affiliates may engage in principal transactions subject to the terms of each Fund’s Governing Documents. NEA maintains certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including disclosures required by Section 206 of the Advisers Act to be made to the applicable Fund(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received, including any consent required to be given by a Fund’s Board of Advisors. NEA does not have an affiliated broker-dealer and therefore does not engage in agency crosstrading transactions. An agency cross-trading transaction is defined as a transaction where the

investment adviser affects the sale or purchase of a security for a client while acting as broker for a person other than the client. Conflicts of Interest NEA 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 other Funds, and providing transaction-related, legal, management and other services to Funds and portfolio companies. NEA will devote such time, personnel and internal resources as are necessary to conduct the business affairs of the Funds in an appropriate manner, as required by the Governing Documents, although the Funds and their respective investments will place varying levels of demand on these over time. In the ordinary course of NEA conducting its activities, the interests of a Fund likely will conflict with the interests of NEA, one or more other Funds, portfolio companies or their respective affiliates in certain circumstances. Certain of these conflicts of interest are discussed herein. As a general matter, NEA will determine all matters relating to structuring transactions and Fund operations using its reasonable judgment considering all factors it deems relevant, but in its sole discretion, subject in certain cases to the required approvals by the Board of Advisors of the participating Funds. Any of these situations subjects NEA and/or its affiliates to potential conflicts of interest. NEA attempts to resolve such conflicts of interest in light of its obligations to investors in its Funds and the obligations owed by NEA’s advisory affiliates to investors in investment vehicles managed by them, and attempts to allocate investment opportunities among a Fund, other Funds and such investment vehicles in a manner it believes to be fair and equitable to the Funds under the circumstances over time. To the extent that an investment or relationship raises particular conflicts of interest, NEA will review the circumstances of such investment or relationship with a view to addressing and reducing the potential for conflict. Where necessary, NEA consults and receives consent to conflicts from Board of Advisors consisting of limited partners of the relevant Fund(s) and such other investment vehicles. Additionally, full-time NEA partners and/or other personnel of NEA serve in a personal capacity as directors on a board, or act as an advisor to, public or private companies, including international financial institutions that are expected to engage in lending, investment, underwriting, or other financial activities with companies in which a Fund invests, with the Fund itself, or with investors in the Fund. Moreover, one or more of these financial institutions in which personnel of NEA are personally engaged serve, in certain circumstances, as a distribution partner or agent on behalf of one or more Funds and/or are, or through an affiliate, invested in one or more Funds. This outside business relationship certain NEA partners are engaged in creates conflicts of interest, as the NEA partner will receive material non-public information through board service of such public company, may be involved in decisions affecting Fund investments, and receive compensation for board service that could misalign incentives. To mitigate such conflicts of interest, NEA has sought to implement information barriers, recusal protocols, and has engaged in enhanced compliance oversight from time to time. Even with such mitigation efforts, however, NEA is unable to guarantee the elimination

of all conflicts of interest that could arise and NEA may be required to forgo certain investment opportunities or transactions that might otherwise be advantageous to a Fund. Allocation of New Investments among Funds NEA expects to be presented with certain investment opportunities that would be suitable not only for a Fund, but also for other Funds and other investment vehicles (including coinvestment vehicles) operated by advisory affiliates of NEA. In determining which investment vehicles should participate in such investment opportunities, NEA and its affiliates are subject to conflicts of interest among the investors in such investment vehicles. Except as required by the Governing Documents, NEA is not obligated to recommend any investment to any particular investment vehicle. Investments by more than one client of NEA in a portfolio company also have the potential to raise the risk of using assets of a client of NEA to support positions taken by other clients of NEA. In general, and in accordance with NEA’s relevant policies, NEA must first determine which Fund(s) will, or are required to, participate in the relevant investment opportunity. NEA assesses whether such investment opportunity is appropriate for a particular Fund based on such Fund’s investment objectives, strategies, and structure as set forth in such Fund’s respective Governing Documents. Prior to allocating a new investment opportunity to one or more Funds, NEA determines whether additional factors restrict or limit the offering of an investment opportunity to such Fund(s), including, but not limited to: (i) whether NEA and its affiliates are required to offer an investment opportunity to one or more of the Funds pursuant to the applicable Fund’s Governing Documents or otherwise; (ii) whether a new investment opportunity relates to an investment previously made by one or more Fund(s), which new investment opportunity may be offered to such Fund(s) to the exclusion of, or resulting in a limited offering to, other Funds; and (iii) whether NEA determines that certain Funds or investors in such funds should be excluded from participating in an investment opportunity due to specific legal, regulatory or contractual restrictions (including as contained in any Side Letters) applicable to the participation of such persons in certain types of investment opportunities. A Fund generally reserves the right to invest together with other Funds advised by an affiliate of NEA in the manner set forth in the Governing Documents and NEA’s internal policies and procedures, as amended from time to time. NEA will determine the allocation of investment opportunities among Funds in a manner that it believes is fair and equitable to its clients under the circumstances over time consistent with NEA’s obligations and reserves the right to take into consideration factors such as those set forth above. In other circumstances, during the period that a portfolio company is owned by a Fund, it could become a suitable investment for one or more other Funds due to size, revenue, earnings, change in business focus or other characteristics. In making investment allocation decisions, NEA takes into account some or all of a wide range of factors, including, but not limited to: each Fund’s investment objectives and investment focus; the source of the investment opportunity; the amount of each Fund’s available cash and reserves; the amount of capital that each Fund has available for new

portfolio company investments as well as projected future capacity for investment (and, in the case of a new Fund and its predecessor Fund, any desire of NEA to use the remaining available capital for the older of the Funds first); the nature, size and location of the portfolio company; the nature and size of the opportunity (including projected follow-on financing requirements); each Fund’s investment period; liquidity needs; each Fund’s target rates of return; the stage of development of the prospective portfolio company or other investment and the anticipated holding period for such investment; portfolio construction and diversification matters with respect to each Fund; the age or life of each Fund; the availability or anticipated availability of other suitable investments for the Funds; supply or demand of the investment opportunity at a given price level; considerations related to risks, cash flows, asset classes, industry and other allocation targets; the size of the investment opportunity as well as projected follow-on investment size requirements (including maximums and minimums); legal, tax or regulatory considerations; any investment restrictions in the organizational documents of each Fund; and such other factors that NEA considers to be relevant. A new investment opportunity may be offered to one eligible Fund to the exclusion of other eligible Funds or may be offered to one or more (but not necessarily all) eligible Funds for coinvestment. Any sharing of an investment opportunity among eligible Funds will be determined by NEA on a case-by-case basis and would not necessarily be pro rata relative to the respective capital commitments (or remaining unfunded capital) of each such Fund. Following such determination of allocation among Funds, NEA reserves the right to offer coinvestment opportunities to one or more potential co-investors, including Venture Partners, Strategic Investors, vendors, service providers and/or other third parties, as determined by the Governing Documents, Side Letters and NEA’s internal policies and procedures, as amended from time to time. In certain cases, determinations to allocate such amounts or investment opportunities among certain co-investors, vendors, or service providers will be made prior to the determination of the availability of opportunity for other co-investors, and as such generally will decrease the amount of co-investment opportunities available. NEA’s allocation policies and procedures permit it to take into consideration a variety of factors in making such determinations, as further set forth in “Co-Investment by Limited Partners and Third Parties” below. As a general rule, NEA seeks to allocate new investment opportunities to the then most recent Fund pursuing an investment strategy for which such new investment opportunities are suitable that has commenced investing in new investment opportunities in priority to predecessor Funds pursuing such strategy; however, new investment opportunities may be allocated differently in accordance with NEA’s policies and in its sole discretion. There can be no assurance that the application of NEA’s policies and factors set forth above will result in a Fund’s participation in all investment opportunities that fall within its investment objectives.

Allocation of Follow-On Investments among Funds In general, but subject to any specific allocation guidelines for follow-on investments in the Governing Documents for particular Funds, NEA seeks to allocate follow-on investment opportunities in a portfolio company in which one or more Funds has an existing investment (including for this purpose new investment opportunities in companies that NEA determines are spin-outs from an entity in which such Fund has an existing investment) to the Funds (generally excluding co-investment vehicles) that have an existing investment in such entity in priority to other Funds. However, follow-on opportunities may be allocated differently in the sole discretion of NEA (taking into account various factors, including capital availability, reserves for additional investments in existing portfolio companies of the relevant Funds and other factors similar to those described above with respect to the allocation of new investment opportunities). Other Investment Allocation Related Conflicts NEA reserves the right to consider and reject in whole or in part a new or follow-on investment opportunity on behalf of one or more of the Funds and NEA may subsequently determine to have another Fund (including, potentially, a co-investment vehicle) make an investment in the same portfolio company or investment opportunity. A conflict of interest arises because one Fund will, in such circumstances, benefit from the initial evaluation, investigation and due diligence undertaken by NEA on behalf of the Fund(s) in initially considering the investment. In such circumstances, the benefitting Fund(s) will not be required to reimburse the original Fund(s) for expenses incurred in connection with researching such investment or performing due diligence on the applicable portfolio company. For example, where multiple Funds invest in the same company at different times, the first Fund to invest typically will bear a higher level of diligence and transaction fees, costs and expenses than later Funds; similarly, to the extent a transaction does not proceed, the first Fund to invest typically will bear the full amount of “broken deal” expenses relating to the transaction, regardless of whether other Funds could or would have invested in the company in potential future transactions. The determinations made by NEA in connection with the allocation of investment opportunities are frequently subjective in nature and as a result, an investment that was determined to be appropriate for one Fund have the potential to ultimately prove to have been more appropriate for another Fund and, in cases where potential overlap among a Fund and other Funds exists, NEA reserves the right to forgo investment opportunities suitable for one or more of such Funds. With respect to the allocation of investment opportunities among the Funds, NEA has an incentive to allocate investment opportunities among the Funds in a manner that NEA believes will maximize the economic returns (including in respect of the General Partners’ “carried interest” in the Funds) to NEA and its related persons. For example, NEA will likely have an incentive to allocate particular investment opportunities to one Fund over the other because of different rates of “carried interest” applicable to the Funds, and additional conflicts will arise

as a result of differences in the performance of one Fund relative to the other, which could incentivize NEA to allocate an attractive investment opportunity to the Fund where it is more likely to receive “carried interest” (or a greater amount of “carried interest”) in respect of such investment than it would if such opportunity were offered to the other Fund. Furthermore, conflicts of interest are expected to arise for managers of the General Partners individually to the extent such managers are entitled to a greater share of the “carried interest” of one Fund relative to the other Funds. Overlapping Investments among Funds NEA expects that the Funds will invest in existing portfolio companies of one or more other Funds or NEA Associated Partnerships, in each case subject to the requirements of the applicable Governing Documents. Where such “crossover” investments by one or more Funds in the same portfolio company are made at different times or in different proportions in separate financing rounds for that portfolio company, conflicts of interest have the potential to arise with regard to valuations, exit opportunities and other matters. For example, if one or more Funds invests in a portfolio company of an Fund at a higher implied valuation than the valuation implied by the financing round in which such Fund initially participated, such subsequent financing round may significantly delay exit opportunities for the Fund with the preexisting investment and may incentivize the applicable General Partner to cause such initial Fund to hold the securities of such portfolio company for a longer period than it otherwise would. In addition, conflicts will tend to arise to the extent that Funds invest in various securities of a portfolio company that have different rights than the securities of such portfolio company held by other Fund(s), or if one Fund invests in securities of a portfolio company that have different rights than the securities of such portfolio company held by the other Fund. Even if investments in the same portfolio company by multiple Funds are made in the same securities at the same time and in the same proportions across multiple financing rounds, conflicts of interest have the potential to arise because of different liquidity needs and different time horizons among such Funds. In some cases, preemptive rights, rights of first refusal, co-sale rights or other similar rights with respect to a portfolio company held by a Fund that has an investment in such portfolio company may be exercised by or for the benefit of another Fund that has also invested in such portfolio company or another Fund. For example, this can occur when a Fund makes an initial or follow-on investment in a portfolio company that is also held by another Fund. Where multiple Funds invest at the same, different, or overlapping levels of a portfolio company’s capital structure, there is potential for conflicts of interest in determining the terms of each such investment. In such cases, the General Partners and their affiliates will allocate disposition opportunities among the Funds in their good faith discretion, taking into account (without limitation): relevant provisions or restrictions in each applicable Fund’s Governing Documents or in other agreements related to the applicable Funds’ investment in the portfolio company (such as “tag-along” or “piggy-back” rights); the ownership percentage of, and/or the aggregate amount invested by, each applicable Fund in the portfolio company; the amount of

gain (or loss), realized and unrealized, on each applicable Fund’s investment in the portfolio company at the time of such disposition opportunity, whether on an absolute basis or relative to NEA’s expectations or goals; liquidity needs for each applicable Fund and the investment cycle of each applicable Fund; respective holding periods for the investment of each applicable Fund; the nature of the disposition opportunity, including the size and source of the opportunity; current and anticipated market conditions; tax, legal or regulatory considerations; and such other factors that the General Partners and their affiliates may determine in good faith to be relevant. Moreover, questions may arise subsequently as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced or restructured. In troubled situations, decisions, including whether to enforce claims, or whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any workout or restructuring, may raise conflicts of interest, particularly with respect to Funds that have invested in different securities within the same portfolio company. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, Funds may or may not provide such additional capital, and if provided, each Fund generally will supply such additional capital in such amounts, if any, as determined by NEA in its sole discretion. Because of the different legal rights associated with debt and equity of the same portfolio company, NEA expects to face a potential conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, one Fund versus another Fund (e.g., the terms of debt instruments, the enforcement of covenants, the terms of recapitalizations and the resolution of workouts or bankruptcies). If a Fund enters into any indebtedness with another Fund on a joint and several basis, the relevant General Partner is expected to enter into one or more agreements that provide each Fund with a right of contribution, subrogation or reimbursement. In administering, or seeking to reinforce, these agreements, NEA expects to be subject to potential conflicts of interest, for example between a Fund with a reimbursement obligation and a Fund seeking reimbursement. In certain circumstances Funds are expected to be prohibited from exercising (or NEA may deem it appropriate to refrain from exercising) voting or other rights in order to mitigate the relevant potential conflicts, notwithstanding the fact that the investment(s) of one Fund or the other may be subject to creditor claims regarding subordination of interests. NEA intends to mitigate any potential conflicts by structuring such agreement in a manner intended to cause each Fund to bear its proportionate share of the applicable indebtedness. Warehousing Arrangements Under the terms of the Governing Documents of the relevant Fund, the relevant General Partner reserves the right to form, and certain Funds have already formed, one or more entities (together in this context with a Fund, a “Warehousing Vehicle”) that is controlled by such General Partner (or any affiliate thereof) and the economic interests of which are owned by one or more holders of a direct or indirect interest in NEA or the relevant General Partner (or one or more affiliates of such a holder). Such Fund will be permitted in the relevant General Partner’s sole discretion to purchase from any Warehousing Vehicle, and any Warehousing

Vehicle will be permitted to sell to the relevant Fund, certain securities and/or other investments acquired by such Warehousing Vehicle with the intended purpose of selling such securities and/or other investments to such Fund, a parallel fund, an employee co-invest vehicle, any alternative investment vehicle and/or any co-investment vehicle (“Warehoused Investments”). The arrangements with such Warehousing Vehicle (i) typically obligates a Fund to acquire Warehoused Investments from such Warehousing Vehicle and generally (ii) permit a General Partner to require the Warehousing Vehicle to sell Warehoused Investments held by such Warehousing Vehicle to a Fund, in each case upon certain conditions and terms (including price, calculated at the Warehousing Vehicle’s original cost for such Warehoused Investments plus certain expenses and will likely include additional interest calculated at a fixed or variable percentage per annum). Although Warehousing Vehicles provide a Fund with additional investment flexibility and the fixed pricing arrangement is intended to reduce potential conflicts of interest, as a result of utilizing a Warehousing Vehicle, it is possible that a Fund could be required to purchase such Warehoused Investments at an undesirable point in time or at a price at which a Fund otherwise would not have made such purchase absent such obligation. In other cases, a Warehousing Vehicle may not be able to sell an investment to a future fund if the fund does not successfully launch or fails to have adequate commitments to purchase the Warehoused Investment. Co-Investments by Limited Partners and Third Parties NEA or its related persons expect to make decisions regarding whether and to whom to offer co-investment opportunities in consultation with other participants in the relevant transactions, such as the portfolio company issuing the securities, a lender or co-sponsor. Co-investment opportunities typically will be offered to some and not to other Fund investors, and the consideration of the factors set forth above related to allocation of investment opportunities generally likely will result in certain investors receiving multiple opportunities to co-invest while others expressing interest in co-investments have the potential to receive none. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Fund, and NEA expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Fund because (i) co-invest opportunities generally appeal to Fund investors and third parties, (ii) to the extent co-investments made by Fund investors are not subjected to Management Fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such persons in a manner not subject to the “mostfavored nation” provisions of a Fund’s Governing Documents, and (iii) co-investors’ proportionate share of a particular investment typically is not subject to the Management Fee offset provisions of a Fund’s Governing Documents. In order to facilitate the acquisition of a portfolio company, a Fund reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to co-investors or other persons prior to or following the closing of the acquisition. In such event, the relevant Fund will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example

the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the General Partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. To the extent such a syndication is made, the General Partner’s interest in limiting the Fund’s exposure to a given investment while providing a potential benefit to co-investors investing at such lower values will give rise to a potential conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Fund would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-thanexpected investment in such portfolio company, (iii) receive less-than-fair-market value for the syndicated portion of the investment and/or (iv) be diluted or realize lower than expected returns from such investment. When and to the extent that personnel and related persons of NEA and its affiliates make capital investments in or alongside certain Funds, NEA and its affiliates are subject to potentially conflicting interests in connection with these investments. There can be no assurance that any Fund’s return from a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. As is common in the venture capital industry, the General Partners will often invite other venture capital and/or other investment firms, strategic investors, institutional investors with which NEA maintains a relationship, and others that are not affiliated with the Funds to participate in investment or financing rounds of portfolio companies with the Funds (and NEA and its Funds may also be invited to participate in investment transactions being led by such other firms and investors). NEA may also invite NEA Associated Partnerships to participate in investment or financing rounds with the Funds. These “co-investments” take the form of an investment vehicle managed by NEA (similar to the Funds) which is established for the purpose of holding an investment in a portfolio company, or can take the form of NEA syndicating an investment opportunity for investors in its Funds or other strategic or institutional investors to invest directly into the securities of a portfolio company (and not through a Fund or other NEA-managed vehicle) in which a Fund is investing or has an existing investment. In each case, NEA does not expect to receive any fees or compensation in connection with making an investment opportunity available to prospective investors. In addition to such “syndication” of investment opportunities described in the preceding paragraph and in addition to potential co-investments between the Funds and other Funds, each of which is not otherwise addressed in the discussion of co-investment opportunities below, the General Partners are permitted, but are under no obligation, to provide opportunities to coinvest with the Funds (including in connection with financing rounds in which a Fund is not participating) to third parties, including one or more investors in the applicable Fund or other Funds (and without making any such opportunity available to all limited partners). NEA reserves the right to enter into arrangements with investors in Funds and/or other third parties pursuant to which such investors make capital available to NEA for co-investments in portfolio companies of the Funds, on a discretionary basis or otherwise. These arrangements can take

the form of a NEA-managed vehicle, and NEA or the General Partners reserve the right (but shall not be required) to form entities or accounts managed or controlled by NEA through which co-investors participate in such co-investment (which may be for one or multiple coinvestments in portfolio companies) and may receive fees, carried interest or other compensation in connection with such co-investments from some or all of such co-investors (and the basis upon which any such fees, carried interest or other compensation is determined may differ from the basis upon which they are determined for other Funds). Any such fees, carried interest, or other compensation received from co-investors typically will not offset the Management Fee payable by the Fund with which they have co-invested or otherwise benefit such Fund’s investors. Co-investment opportunities for limited partners and others (if any) will be determined on a case-by-case basis by the General Partners and their affiliates in their sole discretion. Additionally, NEA reserves the right to permit Venture Partners, vendors or service providers to co-invest alongside the Funds. The factors that the General Partners and their affiliates typically consider in selecting investors in Funds and other third-parties (if any) to which co-investment opportunities are offered include, among others and subject to change over time: the ability of the co-investor to make the investment (whether a prospective co-investor has the financial, expertise, and other resources to make the investment); size of commitment or potential commitment (the size of a prospective co-investor’s existing capital commitments to the Funds and/or the potential for such co-investor to commit capital to another Fund); timing (how quickly a prospective coinvestor is able to conduct its own due diligence and make a decision with respect to an investment opportunity); capital availability (whether one or more limited partners or others have made capital available to NEA specifically for co-investment, through an account or other vehicle established with or by NEA or otherwise); ability to support the portfolio company (whether the General Partners believe that a prospective co-investor will be able to meet future investment needs of the portfolio company); tax, regulatory, securities laws and/or other legal considerations (e.g., qualified purchaser or qualified institutional buyer status); expertise of the prospective co-investor in the geographic location, market or industry to which the investment opportunity relates; confidentiality concerns that arise in connection with providing the prospective co-investor with specific information relating to the investment opportunity; perceived ease of process in coordinating or completing the investment with the prospective co-investor or co-investors similar thereto; NEA’s perception of whether the investment opportunity may subject the prospective co-investor to legal, regulatory, reporting or other burdens that make it less likely that the prospective co-investor would act upon the investment opportunity if offered or would impair NEA’s ability to execute the relevant transaction in the desired time or on desired terms; lender requirements; perceived public relations and reputational benefits or costs; existence of a formal or informal strategic relationship with the prospective co-investor; whether NEA believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longer-term benefits to the relevant portfolio company, other portfolio companies, the Funds or NEA; previous co-investment (participation in previous coinvestment opportunities offered by NEA); and specific co-investment interest (whether a prospective co-investor has proactively approached the General Partners in respect of

potentially co-investing in a particular portfolio company if and to the extent that an opportunity is available). Other factors that the General Partners and their affiliates consider include, among others and subject to change over time: general co-investment interest (whether a prospective co-investor has indicated to the General Partners a desire to make investments of the type offered by the investment opportunity); quality of deal partner (whether the General Partners believe that a prospective co-investor will represent a good syndicate partner in connection with the investment); strategic value (the perceived strategic value of a prospective co-investor to the investment opportunity); existence of a formal or informal strategic relationship with the prospective co-investor; and other factors relevant to the relationship of a particular investment opportunity to a given prospective co-investor. NEA also reserves the right to grant certain third-party investors (including anchor or other early-committing investors or investors making large commitments) the opportunity to evaluate specified amounts of prospective coinvestments in Fund portfolio companies or otherwise to have priority in co-investment opportunities. NEA may be incentivized to allocate co-investments to one or more limited partners or others that have made capital available to NEA specifically for co-investment, through an account or vehicle established with or by NEA or otherwise, due to various factors, including the mitigation of execution risk in connection with any co-investment. The application of the factors described above generally results in co-investment opportunities being allocated to a relatively small and consistent group of limited partners or other coinvestors. As among investors in Funds who are selected for consideration for a co-investment opportunity, if and to the extent that the demand for such opportunity exceeds the amount available for co-investment by such investors as determined by NEA, the General Partners and their affiliates historically have allocated the available capacity among such persons in part on a formulaic basis that takes into account a weighted averaging of their respective commitments to certain Funds, although the General Partners and their affiliates reserve the right to make changes to such formula or their approach to the allocation of co-investment opportunities among participants over time and depending on the circumstances of each co-investment opportunity. Co-investors (including for investors in an entity formed and managed by NEA to facilitate a co-investment with another Fund) are generally 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 followon investments (whether or not a Fund participates). If NEA has formed an entity managed by NEA to facilitate a co-investment with other Fund(s), disposition opportunities with respect to any applicable portfolio company will be allocated between such entity and such other Fund(s) as determined by NEA in its good faith discretion (subject to any specific requirements in the governing agreements for such co-investment entity), taking into consideration such factors that it considers to be relevant, including (if applicable) but not limited to, those described under “Overlapping Investments Among Funds” above.

In connection with some investments, certain co-investors can potentially receive fees or equity from a portfolio company in connection with services to be provided by such co-investors to the portfolio company (including service on the board of directors). In certain cases, coinvestors 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 additional equity by the company. Such rights would limit the ability of the General Partner of the applicable Fund to take actions with respect to the portfolio company that it considers to be in the best interests of the applicable Fund. Furthermore, NEA or its related persons expect to make decisions regarding whether and to whom to offer co-investment opportunities in consultation with other participants in the relevant transactions, such as a lender or co-sponsor. Co-investment opportunities typically will be offered to some and not to other Fund investors, and the consideration of the factors set forth above likely will result in certain investors receiving multiple opportunities to co-invest while others expressing interest in co-investments have the potential to receive none. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Fund, and because co-invest opportunities generally appeal to Fund investors and third parties, NEA expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Fund. NEA’s allocation of investment opportunities among the persons and in the manner discussed herein often will not result in proportional allocations among such persons, and such allocations likely will be more or less advantageous to some persons relative to others. While NEA will allocate investment opportunities in a manner it believes is fair and equitable to its clients under the circumstances over time and considering relevant factors, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the potential conflicts of interest to which NEA expects to be subject did not exist. Co-Investment by Persons Associated with NEA Subject to certain exceptions in the relevant Governing Documents, an individual manager of a Fund’s General Partner generally may not invest personally in a portfolio company of such Fund, except with the consent of such Fund’s Board of Advisors. Such consent requirement does not apply to investments by Venture Partners or certain other persons associated with NEA. In certain cases, a Fund invests in companies in which partners of the General Partner of a Fund or other persons associated with NEA have a pre-existing personal investment. To the extent provided in the Governing Documents of the applicable Fund, consent of the applicable Fund’s Board of Advisors will be required for a Fund to make an initial investment (but not for such Fund to make a follow-on investment) in a company if an individual manager of a Fund’s General Partner has a pre-existing personal investment in such company, but such consent will not be required if Venture Partners have a pre-existing personal investment in such company. In addition, to the extent permitted by the respective Governing Documents and in accordance with NEA’s applicable policies, partners, officers, principals and other personnel reserve the right to buy securities in transactions or make personal investments in

private companies that NEA considered and deemed unsuitable for a Fund, but will not in such circumstances be required to share in, reimburse or compensate the relevant Fund for due diligence or other expenses (including “broken deal” expenses) incurred by the Fund in connection with the Fund’s consideration of the relevant investment opportunity. Separate from and in addition to any Funds, as described above, NEA has historically established and funded a small, annual entity (each, an “NEA Ventures Program Vehicle”) for the benefit of its employees who are not entitled to receive from a Fund at the time of establishment any “carried interest” attributable to such Fund, which invests alongside certain Funds. The NEA Ventures Program Vehicles are not advisory clients of NEA, are not treated as “Funds” or “co-investment vehicles” for purposes of this Brochure or NEA’s compliance program and are formed for each year to generally invest alongside a Fund in portfolio companies in which a Fund is making its initial investment during that year and where that initial investment by the Fund is at least a specified amount. An NEA Ventures Program Vehicle is also permitted to participate in follow-on financings of portfolio companies in which the NEA Ventures Program Vehicle previously invested if it has remaining capital available for investment. The sole limited partners in each NEA Ventures Program Vehicle at the time of establishment are employees or affiliated entities of NEA. However, all capital contributions to a NEA Ventures Program Vehicle, as well as certain transaction or other related expenses, are covered by NEA. NEA does not receive any form of compensation from a NEA Ventures Program Vehicle, nor does NEA directly act as the general partner for the NEA Ventures Program Vehicle, but certain NEA affiliated entities are entitled to receive their pro rata share of distributions made by a NEA Ventures Program Vehicle. Moreover, NEA Ventures Program Vehicle investment decisions are typically not made by the same individuals who make decisions for the Funds. As part of certain employee compensation benefits provided by NEA to its employees, the NEA Ventures Program Vehicles allow NEA employees to participate in a share of profits received by the NEA Ventures Program Vehicle without employees having to personally and directly contribute any capital to the NEA Ventures Program Vehicle itself. The NEA Ventures Program Vehicles do not participate in certain types of Fund investments for tax, administrative or other reasons (such as investments in “PIPEs”, other investment funds or certain non-US companies). In addition, prior to NEA’s registration as an investment adviser with the SEC, certain NEA investing staff members who were generally below the Partner level invested relatively modest amounts alongside a Fund in certain portfolio investments with the permission of the sponsoring individual manager of the relevant Fund’s ultimate general partner. In these cases, subsequent to NEA’s registration with the SEC, follow-on investments by these investing staff members for existing personal investments have been permitted to allow the investing staff member to maintain his or her pro rata ownership in the portfolio company. Venture Partners, advisors, consultants or other industry professionals associated with NEA also invest alongside the Funds in certain investments with the permission of the relevant General Partner. Further, NEA anticipates that it will likely engage additional persons with operational backgrounds as “operating partners” or in a similar capacity to provide operational

and strategic support to portfolio companies, including acting as directors of portfolio companies. As part of expanding the operational resources that are potentially available to portfolio companies and in order to try to further align interests with these persons, NEA also anticipates that it will invest relatively modest amounts on behalf of persons filling these roles, alongside the Fund(s), in one or more financing rounds for the portfolio companies with which such persons are involved that occur while they are so involved. These investment participations by an NEA Ventures Program Vehicle, investing staff members, Venture Partners, advisors, consultants, or portfolio company operational support persons will, in many cases, reduce the investment allocation amount that might otherwise be invested by the Fund(s) in an applicable investment opportunity. Disposition opportunities with respect to a portfolio company generally are allocated between an NEA Ventures Program Vehicle, on the one hand, and the applicable Fund(s), on the other hand, based on the relative ownership percentage of such NEA Ventures Program Vehicle in such portfolio company, although such allocation may differ in any particular case as determined by NEA in its good faith discretion, taking into account all factors that it considers to be relevant, including those referenced in the last paragraph under “Overlapping Investments Among Funds” above. Disposition decisions by investing staff members, Venture Partners, advisors, consultants, or operational support persons that hold investments alongside the Fund(s) are independent of disposition decisions for the Fund(s), and, in many cases, dispositions of investments by such persons will likely occur at different times than dispositions by the Fund(s). NEA Ventures Program Vehicles, any such co-investing individuals, and any such operational support persons on behalf of whom NEA invests in a portfolio company typically do not bear any portion of the deal-related Transaction Fees or costs that are borne by the Funds (such as unreimbursed legal and other professional costs, tax structuring costs, due diligence and consulting costs and other costs), do not bear any portion of general expenses related to the Funds’ investing activities or operations that are borne by the Funds (such as research and certain other consulting fees and expenses) and do not bear “broken deal” costs for transactions that are not consummated. In general, the only expenses borne by the NEA Ventures Program Vehicles, such co-investing individuals and such operational support persons in connection with their co-investing activities are direct disposition costs, such as brokerage commissions incurred in connection with the disposition of publicly traded securities. Allocation of Expenses Certain expenses will be incurred that are attributable to one or more Funds (including in connection with portfolio companies in which such Funds have overlapping investments and in connection with the general operation and administration of such entities). The allocation of such expenses among such entities raises potential conflicts of interest, in part because expenses paid by a Fund generally will affect the amount of “carried interest” that the NEA affiliate acting as general partner of such partnership will receive. Subject to any specific requirements in the Governing Documents of the applicable Funds, the General Partners and their affiliates intend to allocate such common expenses among the applicable Funds in an

equitable manner as determined by the General Partners (or such affiliates) in good faith, taking into account such factors that they determine to be relevant for the particular expense (please see above with respect to NEA Ventures Program Vehicles), but in any case in its sole discretion. In exercising such discretion, NEA expects to be faced with a variety of potential conflicts of interest. As a general matter, Fund expenses typically will be allocated among all relevant Funds or coinvest vehicles receiving the benefit of such expenses (in the relevant General Partner’s sole discretion) and eligible to reimburse expenses of that kind. In all such cases, subject to applicable law and legal, contractual or similar restrictions, expense allocation decisions generally will be made by NEA or its affiliates using their reasonable judgment, considering such factors as they deem relevant, but in their sole discretion to be fair and equitable across these vehicles. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters of discretion (e.g., in determining which Funds or coinvest vehicles benefit (or to the extent to which they actually or could potentially benefit) from the relevant service relating to the expense, or whether to allocate pro rata based on the number of Funds or co-invest vehicles receiving related benefits or proportionally in accordance with fund size (including amount of remaining committed capital), asset size or fair value, number of investors, number of investments, number of users, or in certain circumstances determining whether a particular expense has greater benefit to a Fund or NEA). The Funds generally have different expense reimbursement terms, including with respect to Management Fee offsets, which is expected in certain cases to result in the Funds bearing different levels of expenses with respect to the same investment. Certain expenses (e.g., premiums for general partner liability insurance, costs related to cybersecurity risk prevention and related insurance, general ledger accounting software, limited partner reporting software, and certain charges for expert networks services) are incurred for the benefit of both NEA, on the one hand, and one or more of the Funds, on the other hand. Apportionment of such expenses involves a conflict of interest. NEA intends to allocate such expenses among the relevant Funds or entities if and to the extent that NEA controls such allocation decisions, in an equitable manner as determined by NEA in good faith and in accordance with the guidelines set forth in NEA’s allocation policies and procedures, as amended from time to time, taking into account such factors that it determines to be relevant for the particular expense. As described above, NEA Ventures Program Vehicles are not allocated a portion of any such expenses even if such entities benefit from the products or services in respect of which the expenses were incurred. For reasons of administrative convenience, certain expenses allocable to the Funds are paid by NEA on behalf of the particular Fund(s) and are subsequently reimbursed by the Fund to NEA. To the extent that a Fund is unable to or otherwise does not reimburse NEA for such expenses upon its request, a conflict of interest arises as a result of NEA’s status as a de facto creditor to the Fund.

Transactions among Funds NEA reserves the right to cause a Fund to enter into a transaction whereby the Fund (i) purchases securities from, or sells securities to, other Funds managed by NEA, or co-investors or co-investment vehicles, or (ii) co-invests alongside such other Funds or co-investors. Moreover, NEA also reserves the right to cause a Fund to enter into “warehousing” transactions, as further described in the subsections titled “Participation or Interest in Client Transactions” and “Warehousing Arrangements” above. Such transactions may arise in contexts where a portfolio company owned by one Fund is acquired by a portfolio company acquired by another Fund. Any of these transactions raise potential conflicts of interest, including where: (i) the investment of one Fund supports the value of portfolio companies owned by another Fund; or (ii) the transaction allows NEA or its affiliates to realize carried interest or receive future Management Fees or other compensation with respect to such investments. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value. To the extent required by the Governing Documents or otherwise in the sole discretion of NEA, NEA reserves the right to seek to mitigate such conflicts by seeking input from an unaffiliated third party (including the use of a consultant or investment banker paid for by the relevant Fund(s) to opine as to the fairness or “arm’s-length” nature of a purchase or sale price, whether or not part of a formal fairness opinion, “request for proposal” process, or proposal or quotation provided exclusively for the benefit of NEA), or by obtaining the consent of the relevant Fund’s Board of Advisors to such transactions. NEA reserves the right to determine that the willingness of a third party to make an investment on the same or similar terms demonstrates the fairness of the relevant transaction (including its value) to the Fund under then-current market conditions and therefore determine not to obtain a consent or fairness opinion. NEA intends that any such transactions be conducted in a manner that it believes to be fair and equitable to each Fund under the circumstances, including a consideration of the potential present and future benefits with respect to each Fund. Further, cross transactions are expected to arise in the context of automatic or other re-balancing of investments among parallel investing entities, and in such circumstances, NEA generally will not seek a fairness opinion or Board of Advisors consent given that such transactions typically are effected close in time to the initial Fund’s investment or pursuant to authorizing provisions in the relevant Governing Documents. Continuation Vehicles and Continuation Transactions. Subject to the requirements of a Fund’s Governing Documents, NEA establishes other investment vehicles for the purpose of purchasing one or more investments from a Fund (sometimes, but not always, where the selling Fund is approaching the end of its term) in connection with, or alongside another Fund making an investment (such vehicles,

“Continuation Vehicles” and such transactions, “Continuation Transactions”). In such circumstances, NEA is acting on behalf of, and making the investment decision for, both a Fund and the applicable Continuation Vehicle. As a result, Continuation Transactions implicate conflicts of interest due to the related party nature of the transaction between the Fund and the Continuation Vehicle more generally. Further, because NEA will have the opportunity to earn additional Management Fees and/or receive additional carried interest from certain existing or new investors and other benefits in respect of such Continuation Transactions, and because each investor’s commitment to acquire interests in a Continuation Vehicle will ordinarily be conditioned upon completion of the Continuation Transaction, NEA has a potential conflict of interest in determining transaction terms and participants. Continuation Transactions typically will require approval by the participating selling Funds’ Board of Advisors. Additionally, NEA seeks to partner with an independent third-party valuation agent to provide a “fairness opinion” as to the value of the securities being sold in a Continuation Transaction. Competitive Portfolio Company Situations NEA will likely be presented with an investment opportunity for a Fund in a company that is a competitor of a portfolio company of another Fund. NEA may decline to pursue such opportunity for such Fund because of the competitive situation even though the investment opportunity might otherwise be an attractive one for such Fund. On other occasions, a Fund may invest in companies that are competitors of, or that subsequently become competitors of, other companies in which such Fund has invested or in which another Fund has invested. Such competitive situations result in conflicts for NEA in its ongoing interactions with the competitive companies and could, in certain circumstances, result in NEA receiving less information about one or more of such portfolio companies than it might have received in the absence of such competitive situation. Competitive situations could also result in the Fund(s) or NEA and its associated persons (who are generally indemnified by the Funds) facing legal claims regarding misuse of a portfolio company’s confidential information, breach of duties to the portfolio company, including fiduciary duties owed to the portfolio company by a member of the board of directors, antitrust, or other matters related to the competitive situation. Board of Advisors Consents Certain transactions by a Fund that would otherwise be prohibited by the applicable Governing Documents, including certain transactions that involve potential conflicts of interest between Funds, may be effected with the consent of the applicable Funds’ Boards of Advisors. Additionally, the applicable General Partner reserves the right to notify, consult with, or seek the consent of a Fund’s Board of Advisors for certain transactions that involve potential conflicts of interest, but for which such notices, consultations or consents are otherwise not required by the applicable Governing Documents, prior to effecting such transactions. In some instances, a General Partner may seek a consent from the applicable Board of Advisors with respect to a matter for which consent is required by the applicable Governing Documents on a “blanket” basis that would cover multiple instances or transactions rather than a consent for a

specific instance or transaction. Under the Governing Documents of each Fund, generally, if the applicable Fund’s Board of Advisors consents to any matter involving a conflict of interest that is presented to such Board of Advisors by NEA, neither NEA nor its affiliates will be liable to such Fund or any investor in such Fund for breach of any duty otherwise owed to such Fund or any such investor, or for breach of the applicable Governing Documents, in connection with any action taken in good faith with respect to such matter. Pursuant to the terms of the Governing Documents, all limited partners are bound by the determinations of the Board of Advisors, regardless of whether an individual limited partner is represented by a member of the Board of Advisors. A Fund’s Board of Advisors is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience and other factors. In addition, certain members of a Fund’s Board of Advisors are expected to have various business and other relationships with NEA (including longstanding investing relationships) and its partners, employees and affiliates. In certain circumstances, these factors will influence Board of Advisors members to be more aligned with NEA and the relevant General Partner and favor proposals brought to the Board of Advisors; in other circumstances, these factors will make Board of Advisors members more likely to oppose these proposals. Board of Advisors members are expected to be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to limited partners as a whole. Some or all of the members of the applicable Fund’s Board of Advisors will likely be on the Board of Advisors of the other Fund with which there is a potential conflict or will be associated with investors who have an interest in both such Funds, and some or all of the members of a Fund’s Board of Advisors may themselves be subject to other conflicts of interest that are unrelated to overlapping Board of Advisors membership or representation. In many cases, limited partners (including limited partners making commitments in excess of certain amounts) are expected to request (by Side Letter or otherwise) a role on the Board of Advisors, and NEA expects to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. Such Board of Advisors members will not be precluded from participating in discussions with respect to, or from voting on, such transactions that involve potential conflict of interests. In addition, each Fund’s Board of Advisors will not represent the interests of all the limited partners of such Fund, and each member of such Fund’s Board of Advisors may act in the interests of the limited partner with which it is associated. Therefore, the members of each Fund’s Board of Advisors may themselves be subject to various other conflicts of interest which may influence their decisions on matters presented to such Boards of Advisors. For example, a member of a Fund’s Board of Advisors may be associated with a limited partner that is (or an affiliate of which is) a participant in a transaction that is subject to the consent of such Fund’s Board of Advisors or a member or its associated limited partner may have separate business or personal relationships with NEA or its personnel, including as a result in participating in the minority General Partner stake transaction described above. A member of a Fund’s Board of Advisors who is, or who is associated with a limited partner that is, subject to a conflict of interest with respect to a matter brought before such Fund’s Board of Advisors or arising out of another business or personal

relationship with NEA will not be prohibited from participating in discussions with respect to, or from voting on, matters brought to such Fund’s Board of Advisors. In general, limited partners will not be entitled to control the selection of members of a Fund’s Board of Advisors or to review the actions or deliberations of a Fund’s Board of Advisors. A General Partner is authorized to appoint limited partners to the Board of Advisors of its Fund in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Fund or future Fund, their perception of a limited partner’s effectiveness on a Fund’s Board of Advisors, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Fund and the General Partner and other factors. NEA is permitted to seek the consent of the relevant Fund’s Board of Advisors to approve conflicts, although based on these varying incentives limited partners should not expect that every vote cast by a member of the Board of Advisors, or decision made by a Board of Advisors as a whole, will fully represent their individual interests. There is often significant overlap between the members of the Board of Advisors for each Fund. Such overlapping Board of Advisors members are not precluded from participating in discussions with respect to, or from voting on, such transactions that involve potential conflict of interests, including between one or more Funds. Portfolio Company Interests The Funds are expected to have representatives that serve on the boards of directors of portfolio companies and will, as a result, be subject to fiduciary obligations to make decisions that they believe to be in the best interests of the shareholders of the portfolio company. Although in most cases the interests of a Fund and its portfolio companies will be aligned, this may not always be the case, particularly if a portfolio company is in financial difficulty. This will likely result in a conflict of interest between the relevant director’s obligations to the portfolio company and its stakeholders, on the one hand, and the interests of such Fund, on the other hand. Having a representative of a Fund serve as a director of a portfolio company whose shares are publicly traded can potentially limit such Funds’ ability to sell their shares because of trading restrictions imposed on the individual who serves as a director and, by extension, such Fund. In addition, decisions made by a person associated with NEA as a director of a portfolio company may subject NEA, its affiliates or a Fund to legal claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In some circumstances, having a representative of a Fund serve as a director of a portfolio company will restrict the ability of such Fund to invest directly in an investment opportunity that also constitutes an investment opportunity for such portfolio company. NEA and/or its affiliates reserve the right to employ personnel with pre-existing ownership interests in portfolio companies owned by the Funds or other investment vehicles advised by NEA and/or its affiliates; conversely, current or former personnel or executives of NEA and/or

its affiliates are expected to serve in significant management roles at portfolio companies or service providers recommended by NEA. Additionally, a portfolio company typically will reimburse NEA or service providers retained at NEA’s discretion for certain expenses (including, without limitation, travel expenses) incurred by NEA or such service providers in connection with its performance of services for such portfolio company. This subjects NEA to conflicts of interest because the Funds generally do not have an interest or share in these reimbursements, and the amount of such reimbursements over time is expected to be substantial. NEA determines the amount of these reimbursements for such services in its own discretion, subject to its internal reimbursement policies and practices. Transactions between Portfolio Companies of the Funds Portfolio companies of a Fund and portfolio companies of other Funds reserve the right to engage in commercial transactions (including mergers and acquisitions) with one another as the portfolio companies determine to be appropriate in their business judgment. A merger or similar transaction between portfolio companies of different Funds can potentially result in a Fund receiving securities of a portfolio company of another Fund. Such transactions could benefit the portfolio company of one Fund more than the portfolio company of another Fund. NEA has incentives to use or to recommend products or services of one portfolio company to another, which generally will involve fees, commissions, servicing payments or other compensation. Potential conflicts of interest arise in making such recommendations, as NEA has incentives to maintain goodwill between it and its former, existing and prospective portfolio companies, and as a result the products or services recommended may not necessarily be the best or lowest cost option. In certain cases, the relevant Fund(s) will not consent, participate in the negotiations or be directly involved in such arrangements. Although use of any such products or services by a Fund portfolio company would typically be voluntary, a Fund portfolio company may nevertheless feel conflicted in its choice of vendors or suppliers and might select the portfolio company of the relevant Fund when there are better or less expensive products or services offered by unrelated companies. Please refer to the subsection titled “Use of Service Providers” for additional information related to transactions between portfolio companies of the Funds. Diverse Partner Groups The limited partners of each Fund will have certain conflicting investment, tax and other interests with respect to their investment in such Fund. The interests of some or all of the limited partners will conflict with the interests of the General Partner(s) with regard to certain matters. The conflicting interests of the partners arise from, among other things, the nature of investments made by the Funds, the structuring of investments and the timing of disposition of investments. As a consequence, conflicts of interest will likely arise in connection with decisions made by the General Partner of the applicable Fund, including with respect to the

nature or structuring of investments that is more beneficial for some limited partners than for others or more beneficial for such General Partner, particularly with respect to partners’ individual tax situations or the allocation of investment and disposition opportunities between the Funds. In selecting and structuring investments appropriate for the Funds, the General Partners will not consider the investment, tax or other objectives of any limited partner individually, except as required by the applicable Governing Documents (including provisions related to avoiding “unrelated business taxable income” or “effectively connected income”) or by Side Letters with limited partners. The General Partner of each Fund reserves the right to consider the tax objectives of such General Partner and its partners in structuring and disposing of investments for such Fund. In connection with certain investments (such as investments in operating companies treated as partnerships for U.S. federal income tax purposes), the General Partner of each Fund is permitted to form “alternative investment vehicles” pursuant to which certain limited partners participate directly or indirectly through a “blocker corporation” (and bear the burden of taxes and certain other expenses and, to the extent feasible, reductions in proceeds incurred in connection with the formation and operation of such “blocker corporation”) while other partners (including such General Partner) participate through a tax transparent entity without an intervening “blocker corporation”. This has the potential to create conflicts for each General Partner, particularly in structuring an exit from such investments given the varying tax implications to such General Partner and limited partners resulting from different exit structures. Returns from such investments to the applicable General Partner, including in respect of its carried interest, typically would not be reduced by any taxes, other expenses or reductions in proceeds borne by any limited partner participating in such investments directly or indirectly through a “blocker corporation”. However, each General Partner is more likely to elect to structure investments in operating companies taxed as partnerships for United States tax purposes through simpler “blocker” or other structures through which all partners participate indirectly that may be less tax efficient to the applicable Fund or the limited partners as a whole in order to avoid the cost, time or administrative complexity associated with more complicated investment structures that potentially could be used to address the tax objectives or requirements of certain limited partners or requirements of the applicable Governing Documents of each Fund or Side Letters related to tax matters. As a consequence of one or more limited partners being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in investments or ability to bear certain liabilities or obligations, the aggregate returns realized by participating or nonparticipating limited partners could be adversely affected in a material manner by the unfavorable performance of particular investments; similar considerations apply in the event a limited partner defaults on a drawdown in respect of an investment. Although NEA believes it to be unlikely, excuse or other rights requested or received by one or more limited partners (or such regulatory, tax or other factors applicable to such limited partners) representing a substantial percentage of a Fund have the potential to create significant variations in limited partner investment returns or exposures to liabilities or obligations, or to influence or affect the investment strategy and pursuit of investment opportunities by the General Partner on behalf of the relevant Fund as a whole. A limited partner’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Governing Documents; conversely, a

limitation on one or more limited partners’ voting rights generally will increase the voting rights percentage of other limited partners in the relevant Fund. Further, limited partners with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses (e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Fund). Valuations Generally, the relevant General Partner (through the delegation to a Valuation Committee as noted below) will determine the value of all the related Fund’s investments for which market quotations are available based on publicly available quotations. However, market quotations will not be available for a substantial portion of a Fund’s investments because, among other things, the securities of portfolio companies held by such Fund generally will be illiquid and not quoted on any exchange. Each General Partner will determine the value of all the relevant Fund’s investments that are not readily marketable based on ASC 820 guidelines as promulgated by the Financial Accounting Standards Board and any subsequent valuation guidelines required of an investment fund reporting under generally accepted accounting principles as promulgated in the United States. There can be no assurance that the relevant General Partner will have all the information necessary to make valuation decisions in respect of these investments, or that any information provided by third parties on which such decisions are based will be correct. NEA maintains an internal Valuation Committee which is responsible for approving the quarterly valuations for each Fund, and as mentioned above, NEA’s exercise of discretion in valuing the assets of Funds gives rise to conflicts of interest. For example, valuations influence NEA’s investment track record. In addition, the General Partner of certain Funds is entitled to receive distributions from such Fund with respect to its “carried interest” prior to the limited partners having received a full return of their contributed capital based on a “net asset value” test. This creates an incentive for NEA to value unrealized investments held by the Funds, which generally will consist of privately held investments that are difficult to value, higher than it might otherwise have in the absence of such “net asset value” test. NEA and its affiliates face other conflicts of interest related to the Funds’ portfolio company valuations. There can be no assurance that the valuation decision with respect to an investment will represent the value realized by the relevant Fund on the eventual disposition of such investment or that would, in fact, be realized upon an immediate disposition of such investment on the date of its valuation. Accordingly, the valuation decisions made by NEA may cause it to ineffectively manage the relevant Fund’s investment portfolios and risks, and may also affect the diversification and management of such Fund’s portfolio of investments. NEA intends to apply its internal valuation policies and procedures, as in effect from time to time, and comply with any applicable provisions of a Fund’s Governing Documents in valuing the assets of the Funds, which can require presentation for review and approval of a Fund’s valuation of portfolio company securities and valuation methodologies to such Fund’s Board of Advisors.

Management Fee Offsets The General Partner of each Fund and other persons associated with NEA receive directors’ fees, consulting fees or other remuneration, including any Transaction Fees described above (whether in cash, securities, options or otherwise and including, for the avoidance of doubt, break-up, commitment, and monitoring fees). Subject to the provisions of the applicable Governing Documents of each Fund (including certain exceptions provided therein), such fees or other remuneration (if received in cash or when sold or exchanged for cash) generally will trigger a “Management Fee offset” under the applicable Governing Documents (pursuant to which subsequent Management Fees (if a Fund is still liable to pay a Management Fee) payable to NEA by such Fund are reduced) to the extent that such fees or other remuneration are received by the applicable General Partner, its applicable general partner, NEA or an individual manager of the ultimate general partner of such Fund and subject to pro ration if another Fund for which investment decisions are controlled or substantially influenced by an individual manager of the ultimate general partner of a Fund. However, such “Management Fee offset” provisions of the applicable Governing Documents do not apply directly to (and therefore the applicable Fund will not necessarily benefit from) fees or other remuneration received from such Fund’s portfolio companies by other partners of the applicable General Partner (including former individual managers), other persons associated with NEA or non-NEA persons designated by NEA or such Fund to serve on the board of directors of a portfolio company. Without limiting the generality of the foregoing, NEA’s Venture Partners, advisors, consultants, operating partners and persons serving in similar capacities (whether such persons are employees of NEA or are engaged as advisors or consultants by NEA) and certain other consultants associated with NEA often receive fees or other remuneration (including options or other securities) from portfolio companies for services rendered by such persons to such portfolio companies (including for service on the board of directors), and such fees or other remuneration do not result in a “Management Fee offset” or otherwise inure to the benefit of a Fund. Employees of NEA will also be asked to serve (or continue to serve) as directors of, or observers or advisors with respect to, certain entities in which a Fund has fully exited its ownership interest. Such companies will no longer be portfolio companies of such Fund and, as a result, any compensation received by such NEA employee after a Fund has fully exited its ownership interest is not subject to the “Management Fee offset” described above, or otherwise shared with such Fund or its investors. Additionally, from time to time, certain non-“partner” investing staff of NEA may be seconded to a Fund portfolio company and in connection with such secondment, the applicable portfolio company may pay such secondee’s compensation and provide such secondee access to benefit programs or reimburse NEA for compensation and other costs related to NEA’s employment of such secondee. Any such compensation, benefits or reimbursements are not subject to the “Management Fee offset” described above, or otherwise shared with such Fund or its investors. Unless otherwise agreed with investors, Transaction Fees generally will be payable during term extensions, even if Management Fees are reduced or eliminated during the extended term,

thus reducing the amounts of Management Fees actually offset. Transaction Fees will be offset only to the extent they are paid during the holding period of the relevant Fund, and investors generally will not receive the benefit of Transaction Fees paid prior to the Fund’s acquisition, or following the Fund’s disposition, of the relevant investment. Similarly, to the extent a former NEA employee becomes a consultant to, or employed by, a portfolio company, no compensation earned by such former employee will offset the Management Fee, whether or not such former employee has a remaining interest in the relevant Fund’s General Partner or affiliated entity, or a right to receive carried interest payable in the future by a Fund. Conversely, in the event that NEA employs a person that previously received compensation from a portfolio company, limited partners will receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with NEA, and not with respect to any compensation paid prior to such date, including equity grants made prior to the date of employment that vest thereafter. In certain circumstances, NEA expects that coinvestors, lenders, consultants or other parties will negotiate the right to share a portion of such fees from a particular investment, and the above-described offset percentage will be applied after excluding any amounts paid to such persons. Additionally, as further described herein, and in the Governing Documents, it is NEA’s practice to use or retain certain Venture Partners (as defined in this Brochure) to provide services to (or with respect to) certain portfolio companies in which one or more Funds invest. Such Venture Partners generally receive compensation and other amounts described herein from the relevant portfolio companies or Funds to which they provide services, but no such amounts will offset or reduce the Management Fee, subject to the terms in a Fund’s Governing Documents and the individual service level agreements or engagement letters with such personnel. For the avoidance of doubt, NEA also will not offset compensation received from outside sources, such as residual employee board seats at entities that are no longer Fund portfolio companies. Each of the foregoing conditions is expected to reduce the amount of Transaction Fees otherwise available to be offset against Management Fees, resulting in a potential material benefit to NEA over the life of the relevant Fund, and the existence of such potential benefit creates an incentive for NEA to seek to increase such amounts. Where the Management Fee is calculated taking into account the valuation of an investment, NEA 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, NEA is incentivized to pursue such transactions. NEA and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future Management Fees will be calculated. These incentives run counter to NEA’s incentives to reduce the amount of fees, expenses and costs borne by the Funds’ investments in light of the effect of these amounts on the Funds’ carried interest calculations. Additionally, the amount of carried interest owed to the relevant General Partner is dependent in part on the amount and timing of investment dispositions, as well as in determinations that certain investments have been impaired. The

relevant General Partner expects to be subject to related potential conflicts of interest in determining whether and when to dispose of investments, make distributions, and/or determine that an investment has been impaired within the requirements of the relevant Governing Documents. In certain circumstances, current or former NEA personnel are expected to serve in interim or part-time roles at a portfolio company, or provide services to a portfolio company as a secondee or in similar capacities, whether or not while maintaining certain legacy economic arrangements, benefits, support services or indicia of employment at NEA. Under such arrangements, NEA and/or the relevant portfolio company is authorized to pay all or a portion of the personnel costs of such employee, or supervise or oversee such employee. These arrangements have the potential to create conflicts of interest, in that amounts paid by a portfolio company in connection with secondee relationships (including compensation, benefits and other incentives or opportunities (including investment opportunities)) or to former personnel generally will not offset or reduce the Management Fee. Due to the nature of secondee relationships, which are often initiated to meet a temporary portfolio company need, the arrangements between such personnel and the related portfolio company are expected to change over time, and in many cases will be terminated when the portfolio company is sold or when the position can be filled on a longer-term or permanent basis. Personnel may or may not return to NEA at the end of such secondee arrangement. Use of Service Providers NEA generally exercises its discretion to recommend to a Fund or to a portfolio company thereof that it contract for services with certain service providers, and such service providers are expected to include: (i) NEA or a related person of NEA (which is permitted to include a portfolio company of such Fund); (ii) an entity with which NEA or its affiliates or current or former personnel has a relationship or from which NEA or its affiliates or their personnel otherwise derives financial or other benefit, including relationships with joint venturers or coventurers, or relationships where NEA personnel are seconded, or from which NEA receives secondees (including secondees at no or reduced cost to NEA), resources or training; or (iii) certain limited partners or their affiliates. For example, NEA expects to be presented with opportunities to receive financing and/or other services in connection with a Fund’s investments from certain limited partners or their affiliates that are engaged in lending or related business. This discretion subjects NEA to conflicts of interest, because, although NEA selects service providers that it believes are aligned with its operational strategies and will enhance portfolio company performance and, relatedly, returns of the relevant Fund, NEA has a potential incentive to recommend the related or other person (including a limited partner) because of its financial or other business interest, including the possibility that NEA 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 Fund or its portfolio companies. There is a possibility that NEA, 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 relevant Funds or NEA), would favor such retention or continuation even if a better price and/or quality of service could be obtained from another person, which could adversely affect the applicable portfolio company’s profitability and the ultimate returns to the Funds with respect to their investment in that portfolio company. In addition, NEA and its associated persons are permitted, in certain instances, to receive discounts on products and services provided by portfolio companies of the applicable Fund, which could adversely affect the applicable portfolio company’s profitability and the ultimate returns to such Fund with respect to its investment in that portfolio company. NEA will not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses. Although NEA generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived quality, sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending service providers. Additionally, NEA expects certain service providers, their affiliates and personnel to invest in, or co-invest alongside, one or more Funds, and due to the nature of the service provider relationships and the timing of services these persons have the potential to have information advantages relative to other investors or co-investors, and likely will be offered co-investment opportunities before such opportunities are presented to other interested prospective coinvestors. It is possible that service providers consider the overall level of work performed for NEA, the Funds or their portfolio companies in determining whether to provide reduced rates or benefits to NEA. Based on the foregoing factors, limited partners should not expect service providers to NEA or any Fund to provide services that will be the most beneficial to any limited partner or group of limited partners. NEA, its affiliates and/or personnel maintain relationships with (or invest in) financial institutions, service providers and other market participants, including, but not limited to, managers of private funds, banks, brokers, advisors, consultants, finders (including executive finders and portfolio company finders), executives, attorneys, accountants, institutional investors, family offices, lenders, former employees, and current and former portfolio company executives, as well as certain family members or close contacts of these persons. Certain of these persons or entities will invest (or will be affiliated with an investor) in, engage in transactions with and/or provide services (including services at reduced rates) to, NEA and/or its affiliates and/or the Funds or other investment vehicles they advise (e.g., banks that are affiliates of limited partners are expected to act as lenders to the Funds or their portfolio companies). In other circumstances, these vendors are expected to provide personal banking, private wealth or lending arrangements (including lending arrangements with respect to personal purchases or investments) to NEA personnel and their estate planning vehicles. NEA expects to be subject to a potential conflict of interest with a Fund in recommending the retention or continuation of a third-party service provider to such Fund or a portfolio company if such recommendation, for example, is motivated by a belief that the service provider or its affiliate(s) will continue to invest in one or more Funds, will provide NEA information about markets and industries in which NEA operates (or is contemplating operations) or will provide other services that are beneficial to NEA or one or more other Funds. NEA expects to be subject

to a potential conflict of interest in making such recommendations, in that NEA has an incentive to maintain goodwill between it and the existing and prospective portfolio companies for a Fund, while the products or services recommended may not necessarily be the best available to a Fund or its portfolio companies. The General Partners and the Limited Partners Have Disparate Tax Positions The tax consequences to the General Partners, and their beneficial owners, with respect to tax items realized by the Funds (including the tax rates applicable to income and gains and the extent to which tax items are deductible or otherwise result in a tax benefit) are different in many cases than the tax consequences to certain limited partners, and their beneficial owners, from such tax items. As a result, a conflict of interest could exist as the General Partners have tax-related incentives not shared by the limited partners, including tax incentives regarding the types of activities engaged in by a portfolio company, the structure of investments made by the Funds, the manner (and timing) in which investments are disposed of, and the form, nature and timing of distributions made by the Funds to their respective investors. Venture Partners and Other Consultants NEA and its affiliates expect to engage, or to cause the Funds to engage, consultants, including consultants made available through “expert networks,” as well as Venture Partners, to provide services to the Funds or their portfolio companies related to the Funds’ portfolio companies, identified prospective portfolio companies, or potential company incubations and such consultants will receive fees, equity or other remuneration (which may include performancebased or contingent fees based on the performance or value of a Fund portfolio company or the Funds’ investment in such portfolio company) and/or expense reimbursement (including travel-related expenses) from the Fund(s) or the applicable portfolio company. Such services may include, among others, assisting NEA with financial, regulatory, legal, tax or marketing research or due diligence with respect to companies in which the Fund(s) are considering an investment or has invested, or technical, financial or other operational services to portfolio companies or assisting a Fund in generating ideas for the incubation of potential portfolio companies. Any compensation or equity received by such consultants from portfolio companies will not offset or reduce the Management Fee payable by the Funds or otherwise benefit the Funds or their investors. In some circumstances consultants are expected to request that the amount of fees payable in relation to their services instead be directed to a third party or donated to a charitable organization, and in these cases the relevant Fund will bear such amount as a permissible expense to the same extent as if it were paid to the consultant itself. Venture Partners, and certain other advisors or consultants, generally make use of NEA resources or otherwise are associated with NEA. NEA and/or its affiliates reserve the right to agree to compensate certain of such persons to the extent portfolio company-related compensation falls below certain specified levels on an aggregate annualized basis, or provide other compensation. Venture Partners, consultants and advisors are expected to include former personnel of NEA or certain portfolio companies, and in some circumstances former Venture

Partners, consultants and advisors are expected to become NEA personnel or personnel of portfolio companies. Consequently, the determination of whether individuals are Venture Partners is expected to vary and/or be revisited, which poses potential conflicts of interest where certain changes in status or categorization would reduce costs that NEA otherwise would be required to bear. Venture Partners, consultants and advisors generally receive investment opportunities, reimbursements and other compensation that do not offset or reduce the Management Fee of any Fund, as described herein, and the use of Venture Partners, consultants and advisors is expected to fluctuate and/or expand over time. Moreover, advisors, consultants and Venture Partners generally receive investment opportunities, reimbursements and other compensation that do not offset or reduce the Management Fee of any Fund, as described herein. To the extent that advisors, consultants or Venture Partners are paid retainers or guaranteed minimum compensation amounts, there is the possibility that certain portfolio companies or Funds will bear a greater share of such compensation due to the utilization of the advisor’s or consultant’s or Venture Partner’s services at a time when fewer portfolio companies or Funds make use of such advisor or consultant or Venture Partner. Under many of these arrangements, including where Venture Partners, consultants or advisors are paid a flat fee, there can be no assurance that the amount of compensation paid in a particular year will be proportional to the amount of hours worked or the amount or tangible work product generated by the respective Venture Partner, consultant or advisor. In certain cases, including where a Fund does not own a controlling interest in a portfolio company, the portfolio company, its management and/or equity holders potentially will not agree to engage and/or bear the costs of Venture Partners, consultants or advisors. In such cases, where the relevant General Partner believes the services of the Venture Partners, consultants or advisors will benefit a portfolio company, it is authorized to cause the Fund to bear such costs directly, resulting in the Fund bearing a disproportionate share of those costs vis-à-vis other equity holders of a portfolio company, notwithstanding that other equity holders in that portfolio company will receive the benefit of any returns that result from Venture Partner, consultants or advisors services. Although the use of advisors, consultants and Venture Partners and the allocation of compensation paid to them by NEA and/or the portfolio companies subjects NEA to potential conflicts of interest, NEA believes that such potential conflicts have the potential to be reduced by the anticipated cost savings to portfolio companies (which is expected to be to the benefit of the applicable Fund(s)) that will result if the cost of the advisor, consultant or Venture Partner is lower than market rates for the services provided and/or if the services of the advisor, consultant or Venture Partner align with NEA’s model for the portfolio company and improve portfolio company performance. Although NEA seeks to retain advisors, consultants, and Venture Partners with a view to reducing costs to portfolio companies (and, ultimately, the Funds) and/or improving portfolio company performance, a number of factors may result in limited or no cost savings from such retention. There can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost.

Brokers The Funds are permitted to engage brokers or similar service providers in connection with the acquisition or disposition of certain investments by the Funds and will bear the expense of such brokers. While this is typically the case in connection with publicly-traded investments, the Funds are also permitted to engage brokers or similar service providers in connection with a Fund’s acquisition or disposition of privately-held investments. Item 12 of this Brochure contains additional information related to Brokerage Practices. Investors as Portfolio Company Acquirors In certain instances, an investor in a Fund (or an affiliate thereof) may directly or indirectly be a potential acquiror for a portfolio company of a Fund. NEA anticipates that any such acquisition of a portfolio company by any such investor (or an affiliate thereof) would be on arm’s-length terms and that any such investor (or affiliate) would not receive preferable terms resulting from its status as an investor in a Fund. NEA Use of Portfolio Company Data NEA and its affiliates receive and generate various kinds of portfolio company data and other information, including data and information related to financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors, and other metrics. For example, in the course of NEA’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, NEA and its personnel expect to receive and benefit from non-public information, “know-how,” experience, analysis and data relating to a Fund or portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “NEA Information”). In many cases, NEA Information will include tools, procedures and resources developed by NEA to organize or systematize NEA Information for ongoing or future use. As a result, NEA and its affiliates are better able to anticipate macroeconomic and other trends, and otherwise develop investment strategies. NEA is not restricted from using this information in a manner that provides a material benefit to NEA, its affiliates or other Funds without compensating or otherwise benefitting other Fund(s) that hold interests in the portfolio companies from which such information was obtained. In addition, the General Partners potentially have an incentive to cause the Funds to pursue investments in portfolio companies based on the data and information expected to be received or generated as a result thereof. NEA Information will be the sole intellectual property of NEA and solely for the use of NEA. NEA reserves the right to use, share, license, sell or monetize such information it received, without offset to Management Fees, and the relevant Fund or portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Additionally, expenses relating to the Funds or portfolio companies are expected to be charged using credit cards or other widely available third-party rewards programs that provide airline miles, hotel stays, lodging or travel rewards, rental cars, traveler loyalty or status programs,

“points,” “cash back,” rebates, discounts and other arrangements, perquisites and benefits under the available terms of such reward programs. Such terms are expected to vary over time, and any such rewards (whether or not de minimis or difficult to value) generally will inure to the benefit of the personnel participating in the rewards program, rather than the portfolio companies, the Funds or their respective investors; no such rewards will offset Management Fees. Investments in Other Funds The Funds will invest in other private investment funds or similar entities, including investment funds sponsored or managed by NEA in whole or in part (e.g., a joint venture such as Connect Ventures, as described above) and investment funds sponsored or managed solely by third parties, subject to the Governing Documents of the relevant Fund. These types of investments by the Funds that are subject to a management fee and/or a carried interest generally would result in an extra layer of management fee and/or carried interest being borne indirectly by a Fund’s limited partners because, subject to any limitations on the percentage of each Fund’s committed capital that may be invested in other funds that charge the Fund a management fee or a carried interest without a corresponding reduction in the management fee or carried interest payable by the Fund to NEA or the General Partners, as applicable, any management fee or carried interest paid by a Fund to the sponsors or managers of such other investment fund or similar entity is not expected to result in a reduction in the management fee or carried interest payable by the Fund to NEA or the General Partners, as applicable. Investments by a Fund in other investment funds also result in an additional layer of expenses (i.e., expenses incurred by such other investment fund) that are borne indirectly by the Fund and its investors. Investments by a Fund in other investment funds, including those sponsored or managed by NEA, generally will have different operating provisions in their governing agreements than such Fund. Investment opportunities that derive from an investment fund or similar entity in which the Fund(s) have invested (including from third parties involved with NEA Associated Partnerships) may be offered to other Funds even if a main reason for a Fund’s investment in the other investment fund or similar entity was for potential deal flow. For example, a Fund may not have capital available for new investment opportunities at the time that NEA learns of a potential investment opportunity, or NEA may determine in good faith that such potential investment opportunity is more appropriate for another Fund. In addition, NEA itself can sometimes be the principal beneficiary of any benefits or opportunities derived from a Fund’s investment in another investment fund or similar entity. (e.g., as a result of relationships established with the managers of such investment fund or similar entity). Additionally, NEA receives the right to receive a portion of the “carried interest,” management fees or similar economic rights payable by certain other investment funds or similar entities derived from or as a result of a Fund’s investment in another investment fund or similar entity and the entitlement to such benefits (whether with respect to the investment fund or similar entity in which such Fund has invested or future investment funds or similar entities formed by the sponsor or manager of such investment fund or similar entity) may be retained by NEA and,

subject to any “Management Fee offset” required under the Governing Documents of such Fund that is not otherwise waived, would not be shared with such Fund or otherwise inure to the benefit of the Fund’s limited partners. Bulk Sales of Assets; Sale of Assets Alongside Other Funds While typical exit scenarios for a Fund’s investments are expected to consist of acquisitions of portfolio companies by third-party buyers or sales or distributions of publicly traded securities by such Fund following a portfolio company’s initial public offering, NEA may reasonably determine that it is in the best interest of such Fund to dispose of one or more portfolio investments to a secondary buyer in a negotiated transaction (or in a similar transaction). While this type of transaction results in earlier liquidity for the applicable Fund, the total proceeds received by such Fund could be less than the amount such Fund would have received if it had continued to hold the portfolio investment until the portfolio company itself had a future liquidity event (such as an acquisition or an initial public offering). To the extent that multiple Fund portfolio investments are sold in any such bulk secondary transaction, the amount of proceeds received by the applicable Fund with respect to such investments may be less than the amount that could have been obtained if such portfolio investments had been sold separately. In addition, multiple Funds may elect to sell investments alongside one another in such a transaction. In connection with any such bulk secondary transaction involving multiple Funds, including in a transaction wherein certain Funds sell assets to another Fund managed by NEA, it is expected that the sale proceeds (and certain related transaction expenses) will need to be allocated among the participating Funds in a fair and equitable manner. Subject to the applicable Governing Documents, the proceeds allocation methodology that is ultimately utilized may take into account a number of factors, including, without limitation, the relative values for the applicable investments that the applicable Funds reported to their respective limited partners, the relative values assigned to the portfolio investments (or a subset of such 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 Funds with respect to any such investments between the “record date” and the closing date of the transaction and/or such other adjustments and considerations deemed relevant by the applicable General Partner and its affiliates. Accordingly, the amount of proceeds (and related transaction expenses) allocated among the applicable Funds is uncertain and could be materially different than would be the case had other factors been considered relevant (or more relevant) by such General Partner and its affiliates. Conflicts arise with respect to any such allocation methodology, as the applicable General Partner and its affiliates may have an incentive to allocate such proceeds and transaction expenses between the relevant Funds in a manner that such General Partner and its affiliates believe will maximize the amount distributable to such General Partner and its affiliates with respect to the “carried interest” payable by such Funds. In any event, the amount received by any Fund in such a transaction involving multiple Funds may be less than the

amount that such Fund would have received if only such Fund’s investments were sold in such transaction. Such a transaction may also have other benefits for NEA (such as reducing the number of portfolio companies that it is overseeing) that are not directly shared by investors in the selling Funds.

NEA selects brokers for the Funds based on several factors, including, but not limited to, the size and type of transaction, the markets for securities to be purchased or sold, efficiency, settlement capability, financial condition and stability of the broker-dealer, the quality of the broker-dealer’s trade execution on a continuing basis, and the reasonableness of brokerage commissions. Notwithstanding the foregoing, the Funds typically execute trades through one primary brokerage relationship. Through this primary broker, NEA attempts to achieve the best overall price execution for the Funds when purchasing or selling securities. While seeking the lowest possible commission cost on trade execution is a priority, it may not necessarily be the best quality execution of transactions for the benefit of the Funds. It is NEA’s policy not to enter into directed brokerage arrangements. A “directed brokerage” arrangement is an arrangement whereby a client of an investment adviser instructs the investment adviser to direct a portion of its brokerage transactions to a particular broker-dealer. NEA has in the past and will aggregate client trades (i.e., trades executed by two or more Funds) when such aggregation is expected to be in the best interest of all participating Funds. This occurs, for instance, when the same public security is held by multiple Funds. Additionally, brokers engaged by NEA will also execute securities trades on behalf of NEA personnel and their affiliates and NEA Ventures Program Vehicles, including alongside or at the same time as transactions on behalf of the Funds.

Investors should refer to the Governing Documents of the relevant Fund for further information on the reports provided by a particular Fund to its investors.

See “Fees and Compensation.” NEA reserves the right to enter into solicitation or placement arrangements pursuant to which it compensates third parties for referrals that result in a potential investor becoming a limited partner in a Fund. These arrangements generally are disclosed in the relevant Fund’s Form D filing with the SEC, which is publicly available. Any fees payable to any such placement agents generally will be borne by NEA directly or indirectly through an offset against the Management Fee pursuant to the applicable Governing Documents, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to, placement agent travel, meal and entertainment expenses, typically would be borne by the relevant Fund(s).

As a result, depending on each Fund’s particular circumstances, NEA may vote one Fund’s securities differently than it votes those of another Fund, or may vote differently on various proposals, even though the securities or proposals in each case are similar (or identical). In some instances, NEA may determine that it is in a Fund’s best interest (or that a conflict of interest or interested party transaction makes it necessary or advisable) for NEA to “abstain” from voting or not to vote at all, and will do so accordingly. If at any time NEA becomes aware of a material conflict of interest relating to a particular proxy proposal, NEA will handle the proposal by requiring the proposal to be reviewed by the Chief Legal Officer and/or the Chief Compliance Officer. NEA will retain all books and records relating to its proxy voting activities on behalf of the Funds in accordance with the requirements of the Advisers Act. Copies of the Adviser’s proxy voting policies and procedures are available to any Fund investor or prospective investor upon written request to NEA Compliance at compliance@nea.com.