Sapphire Ventures, LP: investment adviser

Sapphire’s advisory services consist of investigating, identifying, and evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the Funds, managing, and monitoring the performance of such investments and disposing of such investments. Nino Marakovic is the principal owner of Sapphire by virtue of an indirect ownership through an estate planning vehicle. Sapphire provides investment advice directly to the Funds, subject to the discretion and control of each Fund’s general partner (a “General Partner”). Each General Partner is an affiliate of Sapphire and has full and exclusive management authority over all investments, asset dispositions, distributions, and other affairs of the Fund it manages. Where context permits, references in this Brochure to “Sapphire” should be read to include the General Partners and vice versa. B. Advisory Services Sapphire provides investment management and advisory services to the Funds, which primarily invest in (A) private equity securities issued by venture capital stage operating companies (each, a “Portfolio Company”) and (B) limited partner interests in third-party venture capital funds (each, a “Portfolio Fund”). Although investments into Portfolio Companies predominantly consist of private securities, the Funds hold public securities from time to time. Sapphire’s investment advice and authority for each Fund are tailored to the investment objectives, strategies and guidelines of such Fund, which are described in and governed by, as applicable, the private placement memorandum, limited partnership agreement, subscription agreements, side letters entered into between the General Partner and the Fund’s investors (the “Investors”), and other Governing Documents thereof (collectively, “Governing Documents”). Investors are generally not permitted to impose restrictions on a Fund’s investment activities, although in limited circumstances certain Investors may be excused or excluded from particular investments due to legal, regulatory, or other considerations, as provided in the applicable Governing Documents. C. Regulatory Assets Under Management As of July 1, 2026 2026, Sapphire managed approximately $10.4 billion in regulatory assets under management on a discretionary basis. Sapphire does not manage any assets on a non-discretionary basis.

Additionally, certain Funds invest in special purpose vehicles managed by third parties that charge management fees and/or carried interest. As a result, Investors in these vehicles will generally incur two layers of fees and carried interest. Please see the “Additional Portfolio FundSpecific Risk Factors” discussed in Item 8 for more information regarding multiple layers of fees and carried interest arising from fund-of-fund investments. The actual fees and expenses applicable to each Fund are set forth in detail in such Fund’s Governing Documents. Investors will receive copies of the Governing Documents (with the exception of subscription agreements, side letters, and other documents that only pertain to specific Investors) before investing in any Fund and may have an opportunity to negotiate certain terms under certain circumstances. Investors should refer to the Governing Documents of the applicable Fund for a complete understanding of how Sapphire is compensated for its advisory services. The information contained herein is a summary only and is qualified in its entirety by the Governing Documents. A. Management Fees As compensation for investment supervisory services rendered to the Funds, each Fund (other than coinvestment vehicles) generally pays Sapphire a management fee calculated in accordance with such Fund’s Governing Documents. Management fees are generally reduced during the life of a Fund. The management fees and other fees and distributions described herein are generally subject to modification, waiver, or reduction by Sapphire in its sole discretion, both voluntarily and on a negotiated basis with Investors. Fees differ from one Fund to another. The management fees paid by the Funds will generally be reduced by certain fees and expenses, such as (i) transactional fees, monitoring fees, directors’ fees, financial consulting fees and other similar fees received by Sapphire personnel from a Portfolio Company or Portfolio Fund (less any reimbursement amounts), (ii) private placement or finders’ fees paid to placement agents, finders or other third parties performing similar services in connection with a Fund’s formation, offering and/or capitalization (excluding any out-of-pocket fees and expenses for services required under applicable non-U.S. law or regulation in connection with the issuance or sale of interests in the corresponding non-U.S. jurisdiction), (iii) breakup fees and litigation proceeds received from transactions not consummated by the Fund in connection with a proposed investment (less any reimbursement amounts), and (iv) organizational expenses in excess of any applicable cap, in each case in accordance with the Funds’ Governing Documents. Management fees will generally not be reduced by expense reimbursements, compensation received for services provided in connection with a Portfolio Company’s business, compensation for services provided as an employee or in a similar capacity, directors’ fees from a public company that don’t exceed amounts paid to other directors, amounts received as publicly traded securities, breakup fees, or other amounts otherwise approved by a Fund’s advisory board as not constituting transaction fees. The amount and manner of any such management fee reductions are set forth in each Fund’s Governing Documents. Certain Funds’ Governing Documents permit the applicable General Partner to make deemed contributions to fulfill its capital commitment through reductions in the management fee. Under these arrangements, a designated percentage of each capital contribution that would otherwise be required from the General Partner in cash instead constitutes a deemed contribution. The Investors of the relevant Fund are required to fund the

deemed contributions pro rata according to their respective capital commitments, which in turn offsets the management fee by a corresponding amount. The use of deemed contributions by the applicable General Partners could result in an acceleration of capital contributions by the Investors of the relevant Funds. The management fee reductions and the corresponding deemed contributions have the potential to be significant. Certain Investors that are employees, former employees, business associates and other “friends and family” of Sapphire, its affiliates or their personnel (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles) will not typically pay management fees or carried interest in connection with their investment in a Fund. Furthermore, Sapphire may from time to time in the future establish certain investment vehicles through which such Investors or other third parties may invest alongside Funds, which generally will not pay management fees or carried interest. Management fees billed to and received from the Funds are generally payable quarterly in advance on the first day of each fiscal quarter. If a Fund were to terminate prior to the end of a quarter, management fees paid in respect of such quarter would be returned on a pro rata basis. B. Carried Interest The General Partner of each Fund will generally receive a performance-based fee in the form of carried interest from such Fund’s Investors. The precise amount, the manner of calculation, 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 a Fund will, from time to time, waive or reduce carried interest for certain vehicles or Investors in certain Funds, as permitted by the applicable Governing Documents. C. Expenses Sapphire Expenses As a general matter, Sapphire will pay all ordinary overhead and administrative expenses of the Fund incurred by the General Partner or Sapphire in connection with maintaining and operating its offices (including salaries, rent and equipment expenses) to the extent not borne or reimbursed by a Portfolio Company or Portfolio Fund, but not including any Fund Expenses or blocker expenses. Fund Expenses Subject to its applicable Governing Documents, each Fund will pay, or reimburse any person advancing payment of, all Fund Expenses. While differences exist among Funds, “Fund Expenses” generally include, together with the management fee, all costs relating to the Fund’s activities, business, AIVs, actual or prospective Portfolio Companies, Portfolio Funds or other investments (to the extent not otherwise borne or reimbursed), including all costs relating or attributable to: (i) expenses incurred in connection with identifying, evaluating, sourcing, structuring, negotiating, executing, monitoring, managing, hedging, valuing, and disposing of actual and potential Fund investments, whether or not consummated, including broken deal expenses and any fees paid to attorneys, accountants, investment bankers, consultants and other professionals in connection therewith; (ii) brokerage commissions, investment banking fees, private placement fees, finder’s fees and other transaction-related charges; (iii) interest, fees and other charges incurred in connection with any Fund borrowing or credit facility; (iv) legal, compliance, regulatory and governmental filing fees and expenses, including expenses related to securities law compliance, CFIUS reviews, AIFMD, CISA, FinSA, ERISA, FATCA and comparable foreign account reporting regimes; (v) expenses associated with the offer and sale of Fund interests, including placement agent fees and costs of marketing and distributing interests in applicable jurisdictions; (vi) audit, accounting, bookkeeping, tax preparation, valuation and financial reporting expenses; (vii) fund administration, custody, depositary and transfer agent fees; (viii) expenses associated with the preparation and delivery of tax returns, Schedule K-1s and other tax-related filings and estimates;

(ix) legal and other expenses incurred in connection with actual or threatened litigation, regulatory investigations, arbitration or dispute resolution involving the Fund, its General Partner or its investments; (x) indemnification obligations and related insurance premiums, including directors and officers liability, errors and omissions, cyber, fiduciary and representation and warranty insurance; (xi) costs associated with Fund advisory committee and limited partner meetings, including reasonable travel and related expenses; (xii) expenses related to protecting the confidentiality of Fund information, including responding to FOIA and similar requests; (xiii) costs of any Fund restructurings, amendments or dissolutions; (xiv) expenses relating to the admission, transfer or departure of limited partners, including investor due diligence, KYC and AML compliance costs; (xv) costs of third-party data, research, diligence software, subscription services and expert networks; (xvi) taxes, governmental charges and assessments applicable to the Fund on account of its operations or investments; (xvii) costs associated with co-investment vehicles and aggregator entities related to Fund investments; (xviii) expenses incurred in connection with ESG, sustainability and similar reporting or regulatory requirements; (xix) compensation, fees and expenses of venture partners, operating partners and similar advisors engaged on behalf of the Fund; and (xx) any other expenses that are directly related to the operation, management and activities of the Fund and that are not normal administrative and overhead expenses of Sapphire. Organizational Expenses The Funds will also bear all the organization costs, fees and expenses incurred by or on behalf of the Fund, in an amount not to exceed a threshold specified in the Funds’ Governing Documents. “Organizational Expenses” generally include all expenses, including travel, meals, lodging, and entertainment, printing, mailing and courier, legal, filing, capital raising, accounting fees and expenses, regulatory compliance, or any administrative or other filings incurred in connection with the structuring, organization, negotiating, funding, and start up of a Fund and its related vehicles, including, the preparation and negotiation of the Governing Documents, Investor presentations and other marketing materials, agreements entered into in connection with the fundraise, fees for services required under applicable non-U.S. law or regulation in connection with the issuance or sale of interests in a non-U.S. jurisdiction, and other organizational expenses; but not including any costs or expenses incurred in connection with the side letter MFN process. Allocation of Fees and Expenses Sapphire faces a variety of potential conflicts of interest when it determines allocations of various fees and expenses among the Funds. Sapphire, in its sole discretion, generally allocates fees and expenses, subject to applicable legal, contractual, or similar restrictions, in reliance on Sapphire’s expense allocation policy, and in consideration of such factors as it deems relevant, and as further provided in the Governing Documents. The allocations of such expenses are not always proportional, and any such determinations involve inherent matters of discretion, e.g., in determining whether to allocate pro rata based on the number of co-investors or Funds receiving related benefits or proportionately in accordance with asset size, or in certain circumstances determining whether a particular expense has a greater benefit to the Funds or Sapphire and/or its affiliates, and Sapphire will have a financial incentive to favor allocations that benefit itself and/or its affiliates. Further, Sapphire is permitted to consider the Funds’ strategies or stages of investment as a component of allocation of investment expenses. For example, Sapphire is permitted not to allocate expenses associated with a Fund’s earlier round investment in a Portfolio Company to another Fund’s later round investment in such Portfolio Company, or vice versa, notwithstanding that such investments are in the same Portfolio Company. As a general matter, expenses typically will be allocated among all relevant Funds eligible to reimburse expenses of that kind. In all such cases, subject to applicable legal, contractual, or similar restrictions, expense allocation decisions generally will be made by Sapphire or its affiliates in reliance on Sapphire’s expense allocation policy. It is critical that Investors refer to the applicable Governing Documents for a complete understanding of a Fund’s fees and expenses. The information contained herein is a summary only, qualified in its entirety by such documents, and does not preclude materially different fee and expense terms for future

Funds and other vehicles sponsored or managed by Sapphire. D. Brokerage Fees Although the Adviser does not generally utilize the services of broker-dealers to effect portfolio transactions for the Funds, in the event that it chooses to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12.

Sapphire generally attempts to mitigate any potential conflicts of interest through, among other things, (i) the requirement that contributed capital be returned to Investors before the General Partners are entitled to receive any carried interest distributions, (ii) the requirement that the General Partners have capital commitments to the Funds, and (iii) the implementation of a clawback obligation, determined at the end of the life of the Fund, with respect to excess distributions received by the General Partner. Sapphire’s side-by-side management of Funds that pay differing rates of performance-based compensation gives rise to conflicts of interest, including an incentive for Sapphire to allocate a disproportionate share of its attention or investment opportunities to Funds that pay higher performance-based compensation retained by Sapphire. Sapphire seeks to address these conflicts by making investment and allocation decisions in accordance with the Funds’ Governing Documents and Sapphire’s allocation and conflicts‑management policies and procedures, which are designed to allocate opportunities among the Funds in a manner Sapphire believes is fair and equitable over time, taking into account each Fund’s investment objectives, strategies, restrictions, available capital, diversification considerations, and other relevant factors. Sapphire does not base investment or allocation decisions solely on the potential for performance‑based compensation.

Depending on the Fund, an Investor must generally qualify as an “accredited investor” under Regulation D of the Securities Act and “qualified purchaser” or “knowledgeable employee” under the Investment Company Act, and, if applicable, a “qualified client” under the Advisers Act. The minimum capital commitment for investment in a Fund, where applicable, is set forth in such Fund’s Governing Documents. The General Partner of each Fund retains discretion to accept commitments below any stated minimum amount.

Sapphire maintains comprehensive processes for sourcing, screening, due diligence, investment committee review, approving, structuring, negotiating, and closing investments. For the direct strategy, the investment team evaluates prospective opportunities based on factors such as business quality, growth and efficiency metrics, industry fundamentals, competitive positioning, competitive advantages and disadvantages, management team performance, potential valuation, transaction dynamics and competitiveness, potential upside and downside risks, Sapphire’s ability to win the deal, and its ability to provide post‑investment value and support, among other similar considerations. For the fund-of-funds strategy, the investment team assesses opportunities using factors such as portfolio construction, fund strategy and organization, historic track record, investment period, management fees, carried interest, references, fund size, available commitment size, and other similar factors. In both strategies, the investment teams’ findings will culminate in a formal recommendation and approval process before commitments are made. More information regarding a Fund’s methods of analysis and investment strategy can be found in its Governing Documents. B. Certain Risk Factors Investment in the Funds will involve significant risks due to, among other things, the nature of the Funds’ investments. The summary below does not purport to be all-inclusive or contain all of the risk factors that a prospective Investor should use in evaluating an investment in a Fund. The order in which these risk factors are presented does not reflect the likelihood of their occurrence or the magnitude or significance of the individual risks. Each prospective investor should consult with his, her or its personal legal, business, tax, accounting, financial and other professional advisors and consider and evaluate the risks and conflicts of interest associated with an investment in the Fund before executing any subscription agreement or other agreements with respect to the Fund. Investors must have the financial ability and willingness to accept the risks and lack of liquidity characteristic of the investments described herein. Prospective Investors should be aware that they will be required to bear the financial risks of an investment in a Fund for an indefinite period of time and that any investment in a Fund is subject to risk of loss, including a total loss of the amount invested. There will be no public market for the Fund interests and such interests, subject to certain limited exceptions as set forth in the Governing Documents, will not be transferable. Where context permits, references in this section to risk factors involving Portfolio Companies should be read to apply to Portfolio Funds. Business Risks The Funds’ investment portfolios are expected to consist primarily of securities issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. General Risks of Investments Many of the Funds’ Portfolio Companies will be developing or rapidly growing companies in high-growth sectors that entail significant risk. Many such Portfolio Companies will be at an early stage of development with little or no operating history, no established products or services, and a smaller market share or undeveloped market relative to larger businesses. Such companies generally have less predictable operating

results and are often engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. Growth-stage companies may not be able to effectively scale or otherwise grow at the rate that was projected in determining the price the Fund paid for an interest in such companies. Many of the Funds’ Portfolio Companies will need substantial additional capital (which may not be available or, if available, which could dilute a Fund’s ownership) to support additional research and development activities, expansion or to achieve or maintain a competitive position. The Funds’ Portfolio Companies will face intense competition, including from companies with greater financial resources, greater brand recognition, more relevant experience, greater willingness to take on risk, more extensive development, manufacturing, marketing and service capabilities and a larger number of qualified managerial and technical personnel. There will be substantially less information available about the Funds’ Portfolio Companies than is ordinarily available regarding publicly traded companies, and such information should be expected not to be of the same quality. A Fund may have limited or no information rights with respect to one or more of its Portfolio Companies and, as a result, will receive less information regarding such Portfolio Company than some or all of the other equity holders in such company. Non-Control Investments The Funds’ investments will typically represent minority positions in Portfolio Companies (or positions in which disproportionate voting control (relative to economic ownership) remains with such Portfolio Companies’ founders and/or other investors in such Portfolio Company), and, although the Funds, in some cases, expect to have representatives that serve on the boards of directors, the Funds will not typically have the power to exert significant control over such Portfolio Companies’ boards of directors and management and, therefore, will have a limited ability to protect its position in such Portfolio Companies. While certain rights will generally be sought to protect a Fund’s interests, these rights often will not permit the Fund to cause a Portfolio Company to take actions that the General Partner believes would maximize the value of a Fund’s investment, or refrain from taking actions that the General Partner believes would impair the value of a Fund’s investments. In such cases, a Fund will rely significantly on the existing management and boards of directors of such companies, which many times consists of a small group of unseasoned managers and representatives of other investors with whom the Fund is not affiliated, and whose interests or views potentially will conflict with the interests of the Fund. This is especially true in the case of seed investments and certain growth venture investments (particularly those in companies where there are pre-existing institutional investors) where a Fund may have less active involvement with the management of the Portfolio Company, no representative on the board of directors, fewer protective provisions (e.g., limited information rights and less (or no) dilution protection) and/or a smaller ownership stake in the Portfolio Company. To the extent that the management of a Portfolio Company performs poorly, or if a key manager of a Portfolio Company terminates employment, a Fund’s investment in such Portfolio Company could be adversely affected. As is the case with minority holdings in general, such minority stakes that a Fund will hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Where a Fund holds a minority stake, it may be more difficult for the Fund to liquidate its interests than they would be had it owned a controlling interest in such company. Even if a Fund has contractual rights to seek liquidity of its minority interests in such companies, it may be very difficult to sell such interests or seek a sale of such company upon terms acceptable to the Fund, especially in cases where the interests of the other investors in such company have different business and investment objectives and goals. Technology and Software Concentration Risk The Funds’ investments generally will be concentrated in equity and equity-related securities of information technology companies, particularly in the enterprise software sector, and the Funds will not be broadly diversified. These companies will generally be small and less-seasoned and their equity securities will tend to be more volatile than the overall stock market. As a result, events affecting these 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, disproportionately large research budgets, increasing government regulation and oversight (some of which may be complex and costly to comply with, or increase barriers to entry), including data protection and patient privacy laws, policy changes at government health administration authorities, shifting consumer tastes and preferences, marketing expenses, market penetration by competitors and the inability to attract and retain qualified technical and managerial personnel – are expected to affect the value of the Funds’ portfolios more than they would likely affect a portfolio that was not similarly concentrated. Equity Investments Equity securities held by the Funds will typically include common and preferred stocks and, in some cases, warrants, rights, and equivalents. The value of equity securities of a Portfolio Company held by a Fund will be adversely affected by actual or perceived negative events relating to such Portfolio Company, the industry, or geographic areas in which such Portfolio Company operates and the financial markets generally. However, equity securities are often even more susceptible to such events given their subordinate position in the issuer’s capital structure. Lack of Diversification A Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry may substantially affect its aggregate return. Furthermore, to the extent that the capital raised is less than the targeted amount, a Fund may invest in fewer Portfolio Companies and thus be less diversified, and each Investor would bear a comparatively higher portion of expenses. As a result of the foregoing, the Funds will be subject to more volatility and a greater risk of loss than a more broadly diversified investment fund that focuses on a broader array of industries or security types. In addition, a Fund will participate in a limited number of investments and, as a consequence, the aggregate returns of the Fund may be affected by the performance of a single investment. Furthermore, to the extent a Fund becomes concentrated in a particular geographic area or particular sector, Sapphire is permitted to raise other investment vehicles (i.e., future funds or co-investment vehicles) or seek co-investor participation, in each case, in such geographic area or particular sector. Such geographic- or sector-focused funds are permitted to invest in Portfolio Companies of certain Funds or make investments in companies that may have been suitable for investment by such Funds. Venture and Start-Up Companies The Funds are authorized to make investments in Portfolio Companies, including, but not limited to, venture and start-up companies, which involve a number of particular risks that may not exist in the case of investments in large public companies or established private companies, including: •

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

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

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

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

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

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

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

Growth-Stage and Early-Stage Companies The Funds will invest in growth-stage and early-stage companies, many of which may have narrow product lines and small market shares, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as to general economic downturns, compared to more mature companies. The revenues, income (or losses), and projected financial performance and valuations of early-stage or growth-stage companies can and often do fluctuate suddenly and dramatically. For these reasons, investments in growthstage and early-stage Portfolio Companies, if rated by one or more ratings agency, would typically be rated below “investment grade,” which refers to securities or loans rated by ratings agencies below the four highest rating categories. The Funds’ target growth-stage companies may be geographically concentrated and are therefore highly susceptible to materially negative local, political, natural, and economic events. In addition, high growth industries are generally characterized by abrupt business cycles and intense competition. Overcapacity in high growth industries, together with cyclical economic downturns, may result in substantial decreases in the value of many growth-stage companies and/or their ability to meet their current and projected financial performance to service the Funds’ investments. Furthermore, growth-stage companies also typically rely on venture capital and private equity investors, or initial public offerings, or sales for additional capital. Venture capital firms in turn rely on their limited partners to pay in capital over time in order to fund their ongoing and future investment activities. To the extent that venture capital firms’ limited partners are unable or choose not to fulfill their ongoing funding obligations, the venture capital firms may be unable to continue operationally and/or financially supporting the ongoing operations of the Portfolio Companies which could materially and adversely impact the Fund’s financing arrangement with such Portfolio Companies. These companies, their industries, their products and customer demand and the outlook and competitive landscape for their industries are all subject to change which could adversely impact their ability to execute their business plans and generate cash flow or raise additional capital that would serve as the basis for repayment of the Fund’s investment. Therefore, a Fund’s investments in growth-stage companies may face considerably more risk of loss than investments in companies at other stages of development. Risks Inherently Associated with “AI” Technology Companies developing or utilizing artificial intelligence technology often face specific risks which the Funds will also be exposed to by investing in such companies. Such risks typically include: (1) rapidly changing technologies; (2) technological developments which may quickly render existing technologies obsolete; (3) scarcity of management, technical, scientific, research and marketing personnel with appropriate training; (4) the possibility of lawsuits related to patents and other intellectual property and their associated rights; and (5) rapidly changing investor and/or consumer sentiments and preferences with regard to the artificial intelligence technology sector. Many potential Portfolio Companies rely on a combination of patent, copyright, trademark and trade secret protection and non-disclosure agreements to establish and protect proprietary rights. There can be no assurance that any Fund or a Portfolio Company will be able to protect these 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. The absence of harmonized patent laws makes it more difficult to ensure consistent protection of intellectual property rights. Reductions in the legal protections for software intellectual property rights could also adversely affect Portfolio Companies. It will be imperative that a Fund’s Portfolio Companies continue to improve their products and develop new ones; accordingly, research and development is a key undertaking for any Fund’s Portfolio Companies. New technologies may be untested or unproven, and delays and cost overruns from unforeseen technical issues may occur. Research and development can be costly, requiring substantial capital, and there is no way to assure that the research and development performed will yield positive financial results for any Fund’s Portfolio Companies. Because it is generally not possible to predict the amount of time required or the costs involved in achieving certain research and development objectives, actual development costs of any Fund’s Portfolio Companies may exceed budgeted amounts. Software Code Protection The development and protection of source code is critical to many businesses in the technology industry. If an unauthorized disclosure of a significant portion of a Portfolio Company’s source code occurs, such Portfolio Company could potentially lose future trade secret protection for such source code. The loss of trade secret protection could make it easier for others to compete with such Portfolio Company’s products by copying their functionality, which could adversely affect such Portfolio Company’s revenue and operating margins. Unauthorized disclosure of source code could also increase security risks (e.g., viruses, worms, and other malicious software programs that attack a Portfolio Company’s products and services). Costs for remediating the unauthorized disclosure of source code and other cyber-security breaches potentially include those related to increased protection, reputational damage, loss of market share, liability for stolen assets or information and repairs to damaged systems. Remediation costs could also include incentives offered to maintain a Portfolio Company’s business and/or customer relationships following a security breach. Highly Competitive Market for Investments The business of identifying and structuring investments of the nature that the Funds intend to invest in is highly competitive and involves a high degree of uncertainty and is subject in some cases to the prevailing capital market, regulatory or political environment. The Funds will be competing for investments with venture capital, private equity, and other private funds, “angel” investors, corporate venture programs, business development companies, institutional investors, investment banks, commercial banks, commercial financing companies, hedge funds, and other investors. There can be no assurance that the Funds will be able to locate suitable investment opportunities, acquire them for an appropriate level of consideration, achieve any particular rate of return, or fully invest its committed capital. Some of the Funds’ competitors for investment opportunities may have more relevant experience, greater financial resources, a greater willingness to take on risk, and/or more personnel than Sapphire, the Funds, and their respective affiliates. The business of identifying, structuring, and completing venture capital and private equity transactions is highly competitive and involves a high degree of uncertainty. To the extent that a Fund encounters significant competition for investments, returns to its Investors may be negatively affected. In addition, it is possible that a Fund will never be fully invested if enough sufficiently attractive investments are not identified. However, Investors will be required to bear management fees through the investment period based on the entire amount of their commitments and other expenses as set forth in the Governing Documents. In this highly competitive environment, while slightly down from recent high levels, the valuations of many potential target companies remain at historically high levels as measured by multiples of EBITDA, and this trend has been particularly acute for technology companies. Sapphire expects that competition for appropriate investment opportunities will remain high or increase, which has the potential to increase the likelihood that the Funds will participate in auctions for investments, the outcome of which cannot be guaranteed. As a result, fewer investment opportunities may be available to the Funds, and the terms upon which investments can be made may be worse, in each case, relative to the experience of any other Fund. In addition, higher valuations could result in a higher than expected concentration in fewer investments and may also result in a Fund holding smaller than expected ownership stakes (or necessitate investing more capital to achieve desired target

ownership) in portfolio investments. Long-Term Nature of Portfolio Investments An investment in any Fund should be viewed as an illiquid investment. A significant period of time will elapse before a Fund has completed its investment program. Investments often take many years from the date of initial investment to reach a state of maturity when realization of the investment can be achieved. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, will generally occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is not generally expected that this will occur for a significant amount of time after the initial investment. Prior to such time, there generally will be no current return on the investments. Furthermore, the expenses of operating a Fund (including the annual management fee payable to the General Partner or its affiliates) may exceed its income, thereby requiring that the difference be paid from the Fund’s capital, including, without limitation, unfunded capital commitments or capital that may otherwise be distributable. Uncertain Exit Strategies and Timing Due to the illiquid nature of the investments made by the Funds, Sapphire is unable to predict with confidence what the exit strategy will ultimately be for any given portfolio investment, or that an exit will definitely be available at an attractive price, or at all. Exit strategies that appear to be viable or profitable when an investment is initiated may be precluded or unprofitable by the time the investment is ready to be realized due to market, economic, legal, political, social or other factors, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in law (including laws relating to taxation of an interest in a Fund and/or a Fund’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). Exit timing for a Portfolio Company may also be impacted by additional financing rounds for such Portfolio Company in which a Fund or other existing or new investors participate. For example, a large additional financing round may enable a Portfolio Company to stay private for an extended period of time rather than pursuing a potential initial public offering or acquisition that would have constituted (or potentially led to) an exit event for the Fund that has an existing investment in such company. Difficulty in Valuing Portfolio Investments Generally, there will be no readily available market for most of a Fund’s investments and hence, most of the Fund’s investments will be difficult to value. When estimating fair value in accordance with Sapphire’s valuation policies and procedures, which may be amended from time to time in Sapphire’s discretion, the General Partner will apply a methodology that it determines to be appropriate based on its reasonable judgment in light of the nature, facts and circumstances of the investments. Valuations are subject to multiple levels of review for approval and seeking to fairly value portfolio investments is an important focus of the General Partner. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values determined by the General Partner are likely to differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities may ultimately be sold. The exercise of discretion in valuation by the General Partner gives rise to potential conflicts of interest, including in connection with determining the amount and timing of distributions of carried interest and the calculation of management fees when tied to the fair value of the Fund. Third-party pricing information regarding a Fund’s investments generally will not be available. Risks in Effecting Operating Improvements In some cases, the success of a Fund’s investment strategy will depend, in part, on the ability of the General Partner and its representatives to restructure and make improvements in the operations of a Portfolio Company.

The ability of the General Partner to identify, implement and effect operating improvements at Portfolio Companies involves a high degree of uncertainty. There can be no guarantee that the General Partner will be able to successfully identify, implement and effect such improvements. Financial Market Conditions and Fluctuations Investments by the Funds will principally be made in securities of private companies without an active trading market. Traditional exit opportunities for the Funds have consisted primarily of initial public offerings and acquisitions of portfolio companies by publicly traded companies, often for stock. The ability of a Fund to sell securities and realize investment gains will depend in part upon favorable market conditions. Initial public offering and merger and acquisition opportunities may be limited or non-existent for extended periods of time, whether due to economic, regulatory, or other factors. In addition, general fluctuations in the market prices of securities will affect the value of the investments held by a Fund. Either the lack of favorable market conditions or a highly volatile market could result in substantially lower liquidation values and/or substantially longer periods before liquidity is achieved and could reduce the IRR achieved by a Fund compared to the IRRs achieved by other Funds. General fluctuations in the market prices of securities and economic conditions may reduce the availability of attractive investment opportunities for a Fund, may negatively affect private company valuations, and may affect a Fund’s ability to make or exit investments on attractive terms. Instability in the securities markets and economic conditions generally (including a slow-down in economic growth and/or changes in interest rates or foreign exchange rates) may also increase the risks inherent in a Fund’s investments and could have a negative impact on the performance and/or valuation of the Portfolio Companies. A Fund’s performance can be affected by deterioration in the capital markets and by market events, such as the onset of the credit crisis in the summer of 2007, the downgrading of the credit rating of the United States in 2011 or the increase in interest rates by the U.S. Federal Reserve System (the “Federal Reserve”) in 2022 and 2023 which, among other things, can impact the public market comparable earnings multiples used to value privately held Portfolio Companies and Investors’ risk-free rate of return. Movements in foreign exchange rates may adversely affect the value of investments in Portfolio Companies and a Fund’s performance. Volatility and illiquidity in the financial sector may have an adverse effect on the ability of a Fund to sell and/or partially dispose of its Portfolio Company investments. Such adverse effects may include the requirement of a Fund to pay break-up, termination or other fees and expenses in the event a Fund is not able to close a transaction (whether due to the lenders’ unwillingness to provide previously committed financing or otherwise) and/or the inability of a Fund to dispose of investments at prices that the General Partner believes reflect the fair value of such investments. The impact of market and other economic events may also affect a Fund’s ability to raise funding to support its investment objective. Capital Call Credit Line; Other Fund Credit Lines A Fund 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 a Fund’s investments, as well as to consolidate or make less frequent capital calls to Investors, and the payment of expenses. Fund-level borrowing subjects Investors to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of a General Partner’s right to call capital from the Investors, Investors may be obligated to contribute capital directly to a Fund’s lenders and/or contribute capital on an accelerated basis if a Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any investor claim against a Fund would likely be subordinate to the Fund’s obligations to a subscription line’s creditors. With respect to any asset-backed facility entered into by a Fund (or an affiliate thereof), a decrease in the market value of a Fund’s investments would increase the effective amount of leverage and could result in the possibility of a violation of certain financial covenants pursuant to which a Fund must either repay the borrowed funds to the lender, which would, subject to any limitations set forth in the Governing Documents require Investors to make additional capital contributions in respect of such borrowings, or suffer foreclosure

or forced liquidation of the pledged assets. Liquidation of a Fund’s investments at an inopportune time in order to satisfy such financial covenants could adversely impact the performance of a Fund and could, if the value of its investments had declined significantly, cause a Fund to lose all or a substantial amount of its capital. Moreover, if additional capital contributions were required to satisfy such financial covenants, this would effectively reduce the amount of capital available for other investments and potentially adversely affect the diversification of a Fund’s portfolio. In the event of a sudden, precipitous drop in the value of a Fund’s assets, a Fund might not be able to dispose of assets quickly enough to pay off its debt resulting in a foreclosure or other total loss of some or all of the pledged assets. In addition, Fund-level borrowing will result in additional 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, including amendment fees as well as legal fees relating to the establishment, structuring and negotiation of the terms of the borrowing facility (and any amendments or renegotiation thereof), as well as expenses relating to maintaining, renegotiating, amending or terminating the facility. Because a subscription line’s interest rate is typically based in part on the creditworthiness of the Investors and the terms of the Governing Documents, it may be higher than the interest rate an Investor could obtain individually. To the extent a particular Investor’s cost of capital is lower than a Fund’s cost of borrowing, Fund-level borrowing can negatively impact an Investor’s overall individual financial returns. Calculations of performance in respect of a Fund as used in marketing and reported to Investors are generally based on the payment date of capital contributions received from Investors and not the date of an investment by a Fund. This treatment also applies in instances where a Fund utilizes borrowings under a Fund’s subscription line in advance of receiving capital contributions from Investors to repay any such borrowings and related interest expense. 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 a Fund’s management fee calculation under the Governing Documents. A credit agreement or borrowing facility typically contains other terms that restrict the activities of a Fund and the Investors or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on Sapphire’s ability to consent to the direct or indirect transfer of an Investor’s interest in a Fund or impose concentration or other limits on a Fund’s investments (and/or financial or other covenants that could affect the implementation of a Fund’s investment strategy). In addition, in order to secure a subscription line, Sapphire is often required to request certain financial information and other documentation from Investors to share with lenders. Sapphire 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 Investors. 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 a Fund, resulting in a potential net benefit to a 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 Fund to make investments and pay expenses without calling capital, potentially for extended periods of time. To the extent provided in the Governing Documents, any such borrowing may remain outstanding for such time as Sapphire deems appropriate, potentially including through disposition of such investment, and the interest expense and other costs of any such borrowings will be Fund expenses that may decrease net returns of a Fund. Calling a large amount of capital at once to repay the then-current amount outstanding under a subscription line could cause short-term liquidity concerns for Investors that would not arise had Sapphire called smaller amounts of capital incrementally over time as needed by a Fund. This risk would be heightened for an Investor 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 Investor to meet the accumulated, larger capital calls at the same time. Sapphire reserves the right to use Fund-level borrowing to pay management fees and to reimburse Sapphire for expenses

incurred on behalf of a Fund. A Fund is also permitted to utilize fund-level borrowings when Sapphire expects to repay the amount outstanding through means other than Investor 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, Investors would end up with increased exposure to the underlying investment, which could result in greater losses. For purposes of distributions by a Fund, subject to the Governing Documents, Investors would not receive accrual on the amount invested by a Fund until such time as capital may be called from Investors in respect of the investment. Certain Litigation Risks The Funds will be subject to a variety of litigation risks, particularly due to the substantial likelihood that one or more Portfolio Companies will face financial or other difficulties. A Fund may also participate in Portfolio Company financings at implicit valuations lower than valuations implicit in preceding rounds of financing. Legal disputes involving the Fund or the General Partner and their affiliates may arise from the foregoing activities (or any other activities relating to the operation of the Fund or the General Partner and their affiliates) and could have a significant adverse effect on the Fund. The expenses of defending against claims and paying any amounts pursuant to settlements or judgments, or bringing claims against third parties, will generally be borne by a Fund. The outcome of such proceedings may materially adversely affect the value of a Fund and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of Sapphire’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Sapphire reviews many investment opportunities for its funds that do not result in an investment by any Fund. A Fund and its General Partner may also face litigation (or otherwise become involved in legal proceedings, e.g., as the recipient of a third-party subpoena) with respect to companies that were considered for investment by a Fund (and with respect to the Fund or the General Partner may have received information), but in which the Fund did not ultimately invest. This may result in costs or other liabilities for a Fund even though a Fund will not benefit from any investment in such company. Recourse to a Fund’s Assets A Fund’s assets, including any investments held by a Fund, are available to satisfy all liabilities and other obligations of a Fund, including indemnification of the General Partner and the General Partner’s partners, agents, representatives, affiliates, and personnel. If a Fund becomes subject to a liability, parties seeking to have the liability satisfied typically will have recourse to a Fund’s assets generally and not be limited to any particular asset, such as the asset representing the investment giving rise to the liability. Return of Distributions Indemnification obligations and obligations to return proceeds to a Portfolio Company (or to an acquirer of a Portfolio Company) imposed on a Fund (including obligations that arise after a Fund’s liquidation) could obligate Investors to return certain distributions received from a Fund, as provided in the Governing Documents and under Delaware law. Contingent Liabilities on Disposition of Investments In connection with the disposition of an investment, a Fund and/or Sapphire may be required to make (and/or be responsible for another person’s or entity’s breach of) certain representations and warranties (e.g., about the business and financial affairs of the applicable Portfolio Company, the condition of its assets and the extent of its liabilities, in each case generally in the nature of representations and warranties typically made in connection with the sale of similar businesses) and may be responsible for the content of certain disclosures under applicable securities laws. A Fund and/or Sapphire may also be required to indemnify the purchasers or

underwriters of such investment to the extent that any such representations or disclosures are inaccurate. These arrangements may result in the incurrence of contingent liabilities for which a Fund’s General Partner may establish reserves and escrows. In that regard, a distribution of proceeds that might otherwise be made would likely either be delayed or withheld until such reserves are no longer needed. If any such distribution is made in lieu of being delayed and withheld and such representations prove to be inaccurate, the Investors could be required to return such distribution to a Fund as provided in the Governing Documents. Reserves As is customary in the venture capital and private equity industry, Sapphire will establish reserves for followon investments by a Fund in Portfolio Companies, operating expenses (including management fees), liabilities, and other matters. 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. Inadequate or excessive reserves could impair the investment returns to the Investors. If a Fund’s reserves are inadequate, a Fund would likely 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 “payto-play” or similar provisions. If a Fund’s reserves are excessive, a Fund may decline attractive investment opportunities or hold unnecessary amounts of capital in money market or similar low-yield accounts. Further, the allocation of investment opportunities among a Fund and other Funds depends 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. Financial Institution Risk; Distress Events An investment in a Fund is subject to the risk that one of the banks, brokers, counterparties, clearinghouses, exchanges, lenders or other custodians (each, a “Financial Institution”) of some or all of a Fund’s (or any Portfolio Company’s) assets fails to timely perform or otherwise defaults on its obligations or experiences insolvency, seizure, closure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces, or accounting irregularities. If a Financial Institution experiences a Distress Event, Sapphire, a Fund, and/or any Portfolio Company may be unable to access deposits, borrowing facilities or other services, either permanently or for an indeterminate period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose potentially increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Dynamic Investment Strategy; Investment Restrictions While a Fund’s Governing Documents may contain a description of the types of investments that a Fund is expected to make, many factors may contribute to changes in emphasis in the construction of a portfolio, including changes in market or economic conditions or regulation as they affect various industries and changes in the political or social situations in particular countries. Subject only to a Fund’s investment restrictions in the Governing Documents, a Fund may employ other investment techniques and invest in other instruments that Sapphire believes will help achieve a Fund’s investment objective. Sapphire will not be required to select any particular types of permitted investments and is permitted to refrain from making certain types of permitted investments on behalf of a Fund, whether or not such investments are specifically described in the applicable Governing Agreements, and without notice to Investors. Such investments may entail risks not disclosed in the Governing Documents. New investment strategies and techniques may not be thoroughly tested in the market before being employed and may have operational or structural shortcomings which could

result in unsuccessful investments and, ultimately, losses to a Fund. In addition, any new investment strategy or technique developed by a Fund may be more speculative than earlier investment strategies and techniques and may involve material and as-yet-unanticipated risks that could increase the risk of an investment in a Fund. Anti-Bribery and Anti-Corruption Laws and Regulations Anti-corruption and anti-bribery laws and regulations also apply to the Funds and the Portfolio Companies from time to time. These laws and regulations prohibit, among other things, providing or offering things of value for an improper or corrupt purpose. These laws and regulations may apply to a Fund’s fundraising activities and to the ongoing business and regulatory interactions of a Fund and its Portfolio Companies, and a Fund has the potential to be adversely affected or miss out on opportunities because of Sapphire’s unwillingness to participate in transactions that potentially violate such laws and regulations. Such laws and regulations could make it difficult in certain circumstances for a Fund to act successfully on investment opportunities or to obtain or retain business. Some of these laws and regulations could affirmatively require a Fund or certain of its Portfolio Companies to adopt and maintain policies, procedures, and systems of internal controls designed to prevent corrupt acts by any them or their respective officers, employees, and agents. In addition, despite any policies implemented, a Fund, its Portfolio Companies, or their affiliates could engage in activities that could result in violations of such laws and regulations. In recent years, U.S. regulators have become increasingly focused on private fund sponsors’ compliance with such laws and regulations. If a Portfolio Company or a Fund were to violate any such laws or regulations, such Portfolio Company or Fund would face significant legal and monetary penalties and/or collateral consequences, such as debarment, profit disgorgement, injunctions on future conduct, securities litigation, or a general loss of investor confidence, any one of which could adversely affect a Fund’s business prospects or financial position, as well as the ability to achieve its investment objective or conduct its operations. Cybersecurity Breaches Cyber-attacks and other malicious Internet-based activity continue to increase in frequency and magnitude. Sapphire and the Funds’ Portfolio Companies depend heavily upon electronic communications (including email), the internet and computer systems to perform necessary business functions. Although Sapphire has implemented, and Portfolio Companies will likely implement, a variety of security measures, their information technology, communications, and computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, Sapphire and the Funds’ Portfolio Companies may experience threats to their respective data and systems, including malware and computer virus attacks, unauthorized access, system failures, and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, such computer systems and networks, or otherwise cause interruptions or malfunctions in Sapphire’s, the Funds’, or any of their Portfolio Companies’ operations, which could result in damage to Sapphire’s, the Funds’ or their Portfolio Companies’ reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss. Sapphire, the Funds’ service providers, and other market participants depend heavily on complex information technology and electronic communications systems (including email) to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the Funds and their Investors, despite the efforts of Sapphire and the Funds’ service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks, and other technology assets, as well as the confidentiality, integrity, and availability of information belonging to the Funds and their Investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of Sapphire, the Funds’ service providers, counterparties, or data within these systems. Cyber-attacks may also take the form of socially engineered frauds, such as “phishing.” There have been reports of alleged Chinese and Russian hacking attempts on American corporate intellectual property and the Funds and their portfolio investments may be at risk of cyber-attacks. Third parties may also attempt to

fraudulently induce personnel, customers, third-party service provides or other users of Sapphire’s systems to disclose sensitive information in order to gain access to Sapphire’s data or that of the Funds, the Investors, or the portfolio investments. Companies and service providers have also been subject to “ransomware” attacks. As further evidence of the increasing and potentially significant impact of cyber security breaches, the United States government and several multinational companies, including financial institutions and retailers, reported cyber security breaches affecting their computer systems that resulted in the personal information of millions of citizens, customers and personnel being compromised. A successful penetration or circumvention of the security of Sapphire’s systems could result in the loss or theft of an Investor’s data or funds, the inability to access electronic systems, loss, or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Funds, Sapphire, or their service providers to incur regulatory penalties, reputational damage, additional compliance costs, or financial loss. In addition, Sapphire may incur substantial costs related to forensic analysis of the origin and scope of a cybersecurity breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, adverse investor reaction, or litigation. Similar types of operational and technology risks are also present for the companies in which the Funds invest, which could have material adverse consequences for such companies, and may cause the Funds’ investments to lose value. Additionally, to the extent that a Portfolio Company in which a Fund invests is subject to cyber-attack or other unauthorized access is gained to such Portfolio Company’s systems, such Portfolio Company may be subject to substantial losses in the form of stolen, lost or corrupted (i) customer data or payment information; (ii) customer or company financial information and/or personal data; (iii) company software, contact lists or other databases; (iv) company proprietary information or trade secrets; or (v) other items. In certain events, a Portfolio Company’s failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. Any of such circumstances could subject a Portfolio Company in which a Fund is invested, or a Fund, to substantial losses. Changes in U.S. Tax Laws All statements contained herein concerning the U.S. federal income tax (or other tax) consequences of an investment in a Fund are based on existing law and interpretations thereof. Changes in and/or the enactment of new U.S. federal income tax and other tax laws, regulations or other administrative guidance and interpretations thereof could occur during the life of a Fund. Both the level and basis of taxation may change. Any such tax developments could materially affect the tax consequences of an Investor’s investment in a Fund, and the tax treatment of a Fund and a Fund’s investments, in each case possibly with retroactive effect. While some of these changes could be beneficial, others could negatively affect the after-tax returns of a Fund and the Investors. Accordingly, no assurance can be given that the currently anticipated tax treatment of an investment in a Fund, or of investments made by a Fund, will not be modified by legislative, judicial, or administrative changes, possibly with retroactive effect, to the detriment of the Investors. Privacy Law Compliance Risk The adoption, interpretation and application of consumer protection, data protection and/or information security laws and regulations (“Privacy Laws”) in the United States, Europe and elsewhere 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 Sapphire, a Fund and/or its Portfolio Companies, and as such could increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions or other penalties 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. As Privacy Laws are implemented, interpreted, and applied, compliance costs for Sapphire, a Fund, and/or its Portfolio Companies, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Such laws

broadly impact businesses that handle various types of personal data, potentially including private fund managers and their funds and investments. Such laws impose stringent legal and operational obligations on regulated businesses, as well as the potential for significant penalties. Other jurisdictions, including other U.S. states, have proposed, adopted, or are considering similar Privacy Laws, which if enacted could impose similarly 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 Sapphire, a Fund, and/or its Portfolio Companies. Limited Information Available to Investors The rights of Investors to information regarding a Fund and its Portfolio Companies will be specified, and strictly limited, in the Governing Documents. In particular, it is anticipated that Sapphire will obtain certain types of material information that will not be disclosed to Investors. For example, Sapphire expects to obtain information regarding Portfolio Companies (e.g., via representatives of Sapphire serving as directors of Portfolio Companies) that is material to determining the value of securities issued by such Portfolio Companies. Such information may be withheld from Investors, or certain Investors, in order to comply with duties to such Portfolio Companies or otherwise to protect the interests of such Portfolio Companies or a Fund (including in the case of Investors that are subject to laws that might require the public disclosure of such information). For instance, information may be withheld from Investors that are subject to Freedom of Information Act or similar requirements. Decisions by Sapphire to withhold information may have adverse consequences for Investors in a variety of circumstances. For example, (i) an Investor that seeks to sell its interests in a Fund may have difficulty in determining an appropriate price for such interests and (ii) decisions by Sapphire to withhold information may make it difficult for Investors to subject Sapphire to rigorous oversight. Additionally, it is anticipated that Investors that designate representatives to participate on an advisory board generally may, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other Investors. Investors generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials. Sapphire will often elect to withhold certain information to such investors for reasons relating to Sapphire’s public reputation or overall business strategy, despite the potential benefits to such investors of receiving such information. Without limiting the generality of the foregoing, due in part to the fact that Investors or potential Investors (including purchasers of an Investor’s interest in a secondary transaction) may ask different questions and request different information, Sapphire may provide certain information to one or more Investors or prospective Investors in a Fund that they do not provide to all Investors or prospective Investors. Additional Portfolio Fund-Specific Risk Factors The success of the Funds’ investments in Portfolio Funds sponsored and managed by third parties is dependent on the investment judgment, skill, and operational capabilities of the managers of Portfolio Funds. The Funds typically will not have the ability to remove a Portfolio Fund manager or otherwise materially influence its investment or operational decisions, except in limited circumstances as provided in the governing documents of the Portfolio Funds. The Funds may acquire a large position in a Portfolio Fund, but the Funds nevertheless are unlikely to have any control over the relevant Portfolio Fund’s management. The Funds’ access to information regarding Portfolio Funds and their portfolio investments may be limited by the terms of such Portfolio Funds’ reporting practices, confidentiality obligations, and applicable law. As a result, the Funds may receive information that is delayed, summary in nature, prepared under non-U.S. GAAP

or other accounting standards, or otherwise insufficient for the Funds to fully evaluate the risks and performance of the Portfolio Funds. Valuations reported by Portfolio Funds may be based on estimates, models, judgments and assumptions of the underlying managers, may not be independently verified, and may differ from the values that would be realized if the relevant assets were sold. Differences in valuation methodologies across Portfolio Funds may result in NAVs for the Funds that are not fully comparable across investments and that may be subject to later adjustment. Investments in Portfolio Funds subject the Funds and their investors to an additional layer of management fees, performance-based compensation, and fund-level expenses at the Portfolio Fund level, in addition to the fees and expenses borne directly by the Funds. Fees and expenses charged by Portfolio Funds will not generally offset or reduce the management fees or performance-based compensation payable by the Funds to Sapphire and may significantly reduce the net returns the Funds are able to achieve. Interests in Portfolio Funds are generally illiquid and subject to significant contractual and legal restrictions on transfer, withdrawal, and redemption, including lengthy lock-up periods, notice requirements, gates, suspension rights, and consent requirements. The Funds may not be able to dispose of or transfer their interests in Portfolio Funds at desired times, in desired amounts, or at prices that reflect the underlying value of such interests, and may be required to hold such interests for the full term of the Portfolio Fund. Any secondary sale of an interest in a Portfolio Fund, to the extent permitted, may be subject to discounts, transfer fees, additional legal and due diligence expenses, and other costs that reduce the proceeds realized by the Funds. Portfolio Funds generally call capital from their investors, including the Funds, over time to fund investments, fees, and expenses, often with relatively short payment deadlines. If the Funds fail to satisfy capital calls when due, the Funds may be subject to default remedies under the governing documents of the Portfolio Funds, including loss of all or a portion of their interests, forfeiture of distributions, penalty interest, or dilution of their interests. The Funds may utilize an “over-commitment” strategy by making aggregate commitments to Portfolio Funds and other investments in excess of the Funds’ uncalled capital, based on assumptions regarding the pace of capital calls, distributions, and recycling by Portfolio Funds. If capital calls occur more quickly than expected, distributions are slower or smaller than anticipated, or other assumptions prove inaccurate, the Funds may be forced to sell assets (including interests in Portfolio Funds) at unfavorable prices, borrow at potentially disadvantageous rates, or otherwise take actions that could adversely affect returns. Portfolio Fund managers and their affiliates may manage multiple funds and accounts, sponsor co-investment vehicles and SPVs, and engage in transactions with affiliates that give rise to conflicts of interest, including with respect to allocation of investment opportunities, sequencing and timing of exits, valuation practices, fee and expense allocation, and restructuring or continuation transactions. The Funds will not generally control how such conflicts are resolved and must rely on the Portfolio Fund managers’ governance structures, disclosure, and compliance policies, which may permit practices that are less favorable to the Funds than if the Funds invested directly. The performance of Portfolio Funds depends on the integrity and performance of their own internal operations and third-party service providers, including administrators, custodians, prime brokers, valuation agents, technology vendors, and others. Operational failures, cyber incidents, fraud, errors, or misconduct at any of these levels may cause losses to a Portfolio Fund that reduce the value of the Funds’ investment therein, and the Funds may have limited ability to detect, prevent, or seek recovery for such losses.

These conflicts are described in the Funds’ Governing Documents and are addressed through Sapphire’s policies and procedures regarding allocation of investment opportunities and side‑by‑side management, as well as through disclosure to Investors. Sapphire owns a non‑controlling minority interest in 359 Capital, LLC (“359 Capital”), which manages private funds focused on sports, media, and entertainment technology investments that were previously advised by Sapphire. Sapphire has certain management fee, carried interest, and protective governance rights, among others, with respect to its interest in 359 Capital. Additionally, a Sapphire affiliate holds minority equity interests in certain general partner entities affiliated with 359 Capital and certain Sapphire personnel hold limited partnership interests in funds managed by 359 Capital. Sapphire also engages the part-time services of one operating partner who is employed by 359 Capital. Such operating partner is required to abide by the policies and procedures in Sapphire’s Compliance Manual and Code of Ethics applicable to operating partners, including with respect to MNPI and other confidentiality restrictions. Sapphire personnel and a Sapphire affiliate hold minority equity interests in certain general partner entities of funds managed by LGT Capital Partners (“LGT”) that were previously advised by Sapphire. Sapphire and LGT are party to a transition services agreement pursuant to which Sapphire and LGT provide each other with certain ongoing transitional and operational services. Sapphire does not provide investment advisory services to 359 Capital or LGT or to their advised funds; however, these relationships create potential conflicts of interest because Sapphire and its personnel have economic interests in 359 Capital, 359 Capital-managed-funds, and LGT-managed funds that are separate from, and potentially different than, the interests of the Funds. For example, Sapphire personnel are incentivized to make investments that benefit investments held by 359 Capital and LGT funds, which will benefit the economic interests of such personnel. Sapphire addresses any potential conflicts through its administration of its Code of Ethics and its policies and procedures with respect to investment allocations and conflict disclosures, which are discussed in more detail in Items 8 and 11. These conflicts are further mitigated by the fact that the Funds’ investment mandates have minimal overlap with the 359 Capital and LGT funds. The flagship Funds invest primarily in later-stage enterprise software companies and the fund-of-funds Funds primarily invest in established venture capital funds, whereas the 359 Capital funds invest primarily in early stage sports, media and entertainment technologies and the applicable LGT funds invest primarily in emerging venture capital funds. Neither Sapphire nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither Sapphire nor any of its management persons are registered as a futures commission merchant, commodity pool operator, or commodity trading advisor.

Access Persons and their families and households may purchase investments for their own accounts, including the same investments as may be purchased or sold for a Fund, subject to the terms of the Code. The Code helps Sapphire prevent and detect potential conflicts of interest. Sapphire distributes the Code to each Access Person upon the commencement of employment, annually on a calendar basis, and following any change to the Code. All Access Persons must acknowledge that they have received, read, understood, and agree to comply with the Code at the commencement of their engagement with Sapphire and attest to the same on an annual basis thereafter. Access Persons must also file certain periodic reports with the Chief Compliance Officer as required by Rule 204A-1 under the Advisers Act. Access Persons who violate the Code of Ethics are generally subject to remedial actions, including, but not limited to, a fine payable to Sapphire, enhanced trade supervision, disgorgement of profits or gifts, a letter of caution or warning, a formal compliance exception notice, reporting to the Access Person’s supervisor, suspension of personal trading rights, suspension of employment, a civil referral to the SEC, a criminal referral, termination of employment for cause, and/or a combination of the foregoing. Access Persons are required to promptly report any violation of the Code of Ethics of which they become aware. Sapphire will provide a copy of the Code to any Investor or prospective Investor upon written request to the Chief Compliance Officer at robert@sapphireventures.com. B. Participation or Interest in Client Transactions Access Persons from time to time invest in or alongside a Fund, either through a Sapphire affiliate, as direct investors in a Fund, or otherwise. In such cases, Sapphire retains discretion to reduce all or a portion of the fees and carried interest related to such persons’ investments below those charged to other Investors. Such Access Persons will have access to information that is not available to other Investors and/or will have access to information on a timelier basis than other Investors. This raises potential conflicts between and among Sapphire, such Access Persons, the Funds, and the other Investors. Additionally, Sapphire and such Access Persons will have an incentive to favor accounts in which they have a more proprietary interest, including in the allocation of investments, time, and attention. Sapphire takes reasonable steps to manage these conflicts and to prevent the misuse of material information about the Funds and their investments. C. Conflicts of Interest The Governing Documents contain a number of detailed provisions designed to address certain actual and potential conflicts of interest and other activities and considerations that are applicable to Sapphire’s business and strategy. The Governing Documents alone, however, cannot and do not fully anticipate and address all situations, developments, scenarios, investment opportunities, investment considerations, investment allocations, investment structures, disposition opportunities, disposition considerations, and disposition decisions, as the foregoing can vary on a case-by-case basis depending on a variety of facts and circumstances. While the disclosures below are not intended to be exhaustive, they are an attempt to provide prospective investors in the Funds with further disclosure, transparency, visibility, and understanding of Sapphire’s

business and strategy and certain actual and potential conflicts of interest that arise or may arise in connection with the Funds. Where context permits, references in this section to conflicts of interest involving Portfolio Companies should be read to apply to Portfolio Funds. Conflicts of Interest Generally If any matter arises that Sapphire determines in its good faith judgment constitutes an actual or potential conflict of interest, Sapphire may take such actions as it determines may be necessary or appropriate, within the context of the Governing Documents, to mitigate the conflict. In mitigating such conflicts, Sapphire seeks to satisfy fully its fiduciary duties to each of the Funds. Although Sapphire is not obligated to pursue any such actions, these actions may (but are not required to) include, by way of example and without limitation, (i) disposing of the security giving rise to the conflict of interest, (ii) appointing an independent fiduciary to act with respect to the matter giving rise to the conflict of interest, or (iii) in connection with a matter giving rise to a conflict of interest with respect to an investment, consulting with a Fund’s advisory board regarding the conflict of interest and either obtaining a waiver from such advisory board of such conflict of interest or acting in a manner, or pursuant to standards or procedures, approved by such advisory board with respect to such conflict of interest. However, there is no assurance that Sapphire or its affiliates will identify or resolve all conflicts of interest and, if resolved, that such conflicts will be resolved in a manner that is favorable to the Funds. Other Activities; Devotion of Time; Scale Sapphire and its affiliates expect in their sole discretion to manage and/or provide other services to future Funds or other similar arrangements with overlapping or entirely different investment mandates as the Funds. In connection with managing multiple Funds, partners of Sapphire, and other Sapphire personnel expect to spend a portion of their business time and attention pursuing investment opportunities for multiple Funds. Additionally, the partners of Sapphire and other Sapphire personnel will devote time and attention to, and have material participation in connection with, certain outside interests and activities unrelated to investing in securities, board positions, and other relationships and engagements with companies that are not affiliated with Sapphire and customary family office activities. These activities will create conflicts of interest in the allocation of such Sapphire partners’ and personnel’s time and attention to the Funds. Sapphire believes that its significant investment alongside third-party Investors, as well as the interest of Sapphire’s partners in the carried interest, operate to align, to some extent, the interest of such persons with the interest of the Investors, although such persons have or may obtain economic interests in multiple Funds and investments and receive fees, carried interest, or other compensation and/or equity interests relating to these interests. At such time as required by the Governing Documents, Sapphire will continue to manage a Fund’s investments (together with the investments of other Funds, as applicable) but also will focus investment activities on opportunities other than on behalf of such Fund and areas unrelated to such Fund’s investments. Sapphire is authorized, subject to any restrictions in the Governing Documents, to manage multiple Funds with similar investments, and expects to direct certain relevant investment opportunities and/or resources to certain Funds and investments, as described below. Additionally, Sapphire considers the promotion and maintenance of its industry standing and reputation to be critical to its long-term success and the success of its clients, including the Funds. As a result, in the course of managing a Fund’s investments, Sapphire and its affiliates will face a conflict of interest when having to decide whether to take (or not take) actions to protect the reputation and long-term success of Sapphire at the expense of that of an individual Portfolio Company (and a Fund’s interest therein). The incentive to do so is expected to be magnified as Sapphire’s investment platform grows. Any such decision, which would be undertaken by Sapphire in consideration of applicable legal, regulatory, fiduciary, or contractual duties, which disadvantages a Portfolio Company vis-à-vis Sapphire could have a material adverse effect on the value of a Fund’s investment in such Portfolio Company and the returns of the Investors.

In addition, Sapphire personnel are permitted to manage 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. Unless restricted by the Governing Documents, Sapphire personnel are permitted to serve on boards or act in other roles unaffiliated with Sapphire, the Funds, or the Portfolio Companies, including boards of charitable and educational institutions, public companies, and former portfolio investments, and receive compensation in connection with such services and roles, none of which will offset or otherwise reduce a Fund’s management fee or be shared with Investors. Capital Structure Conflicts The Funds are permitted to, from time to time, invest in conjunction with an investment being made by other Funds, and/or invest in the securities of a Portfolio Company in which any such other Fund has already made an investment, including when such Funds invest in different types of securities or, with respect to growth investments, in different funding rounds of the same Portfolio Company. Where multiple Funds invest at the same, different, or overlapping levels of a Portfolio Company’s capital structure or funding round, there is a potential for conflicts of interest in determining the terms of each such investment (potentially including conflicting fiduciary duties). In the event that one Fund has a controlling or significantly influential position in a Portfolio Company, it will have the ability to elect some or all of the board of directors of such a Portfolio Company, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a controlling Fund is likely to have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions may, at times, be in direct conflict with other Funds that have invested in the same Portfolio Company that do not have the same level of control or influence over the Portfolio Company. If a Fund enters into any indebtedness with another Fund on a joint and several basis, the applicable General Partners would expect 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, Sapphire expects to be subject to potential conflicts of interest, for example between a Fund with a reimbursement obligation and other Funds seeking reimbursement. In certain circumstances, Sapphire is expected to be prohibited from exercising (or Sapphire 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 investments of one Fund or the other may be subject to creditor claims regarding subordination of interests. Sapphire generally 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. In addition, if additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, a Fund 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 Sapphire in its sole discretion. Investment Allocations Certain investment opportunities suitable for a Fund are likely also to be suitable for other Funds. In determining which Funds should participate in particular investment opportunities, subject to the Governing Documents, Sapphire, its partners, and their affiliates are subject to potential and actual conflicts of interest among the Investors. To determine whether a Fund will participate in the relevant investment opportunity, the investment committee of a Fund will determine whether such investment opportunity is suitable for such Fund

and the investment committee (or equivalent body) of such other applicable Fund will generally assess whether such investment opportunity is suitable for such Fund, based on the strategy, mandate, and other terms of such Fund’s Governing Documents, where applicable. In the event it is determined that an opportunity is appropriate for multiple Funds, Sapphire will decide how it should be allocated among those Funds in accordance with Sapphire’s investment allocation policy. In doing so, Sapphire will consider the Funds’ Governing Documents, as well as any other legal or contractual obligations applicable to the Funds. In instances where such evaluation does not result in a clear allocation of an investment opportunity to a single Fund, Sapphire will allocate such investment opportunity in accordance with its allocation principles, which reflect the considerations it determines, in its sole discretion, to be appropriate, including: the investment focuses and objectives of each relevant Fund; the expected amount of capital required to make the investment as well as each relevant Fund’s current and projected capacity for investing (including for any potential follow-on investments); the relevant Fund’s targeted rate of return and investment holding period; the stage of development of the prospective investment; the existing portfolio of investments of the relevant Fund; the investment opportunity’s risk profile; the expected life cycle of the relevant Fund; any investment targets or restrictions (e.g., geography, size, etc.) of the relevant Fund; portfolio construction of the relevant Fund; the ability of the relevant Fund to accommodate structural, timing, and other aspects of the investment process; the investment professionals that sourced the relevant investment opportunity; and legal, tax, contractual, regulatory, or other considerations that Sapphire deems material. The application of the foregoing factors may result in allocations that are not proportional; by way of example, a newly organized Fund generally will purchase a disproportionate amount of investments until it is substantially invested. The Funds and Sapphire personnel are permitted to co-invest with other Funds in the manner set forth in the applicable Governing Documents. Additionally, Sapphire is permitted to offer to one or more potential investors the opportunity to co-invest with the Funds in certain investments (see “Co-Investments” below). Moreover, Sapphire is authorized, in its sole discretion, to offer a proportion of the amount of any investment opportunity that would otherwise be allocated to a Fund or other person, to co-investors. Sapphire may face an incentive to use these co-investment allocations in order to establish, strengthen, and/or cultivate relationships with “strategic” or prospective “strategic” Investors of a Fund, or to enter into arrangements whereby Sapphire will receive additional economics in connection with providing specified amounts of coinvestment opportunities to Investors. Therefore, these and other allocations could be less advantageous to a Fund relative to one or all of the other Funds, or vice versa, including that such allocation would reduce the exposure such Fund may otherwise have to an investment. While Sapphire will allocate investment opportunities to the applicable Funds in accordance with Sapphire’s investment allocation policy, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or terms on which the allocation is made, will be as favorable as it would be if the attendant conflicts of interest did not exist, which could ultimately reduce the amount and number of investments to be made by such Fund. Furthermore, the application of Sapphire’s allocation policies is a fact-intensive exercise. While Sapphire will base its allocation decisions on the information available at the time of the decision, this information may prove, in retrospect, to be incomplete or otherwise flawed. The weight Sapphire ascribes to certain factors will also evolve over time in response to, among other things, changes in market conditions, competition for investments, pace of investments, and the mix of opportunities available to a Fund. In addition, in other circumstances, during the period that a Portfolio Company is owned, directly or indirectly, by a Fund, it could acquire size, revenue, or other characteristics that would make it a suitable investment for one or more other Funds. Co-Investments Co-investment opportunities generally arise when the amount of capital necessary to complete a transaction exceeds the amount Sapphire determines is appropriate for a Fund, after taking into account additional capital

to be contributed by other Funds, Sapphire personnel, market participants, finders, service providers, other strategic investors or other persons who Sapphire determines in its sole discretion provide other strategic value or other benefit in participating in the transaction alongside, or in conjunction with an investment made or held by, a Fund (including, for example, other sponsors, Investors, market participants, and finders), and/or certain other persons, including persons associated with Sapphire and/or its affiliates, in each case on terms to be determined by Sapphire in its sole discretion. Accordingly, there is no assurance that any co-investment opportunity will arise from any transaction being entered into by a Fund. To the extent that, after taking into account the foregoing, available co-investment opportunities arise, Sapphire is permitted to, in its sole discretion, provide or commit to provide co-investment opportunities to one or more Investors, third parties and/or other persons, including Sapphire personnel, operating partners, consultants, other service providers, and/or certain other persons associated with Sapphire and/or its affiliates, in each case on terms to be determined by Sapphire in its sole discretion. Conflicts of interest have the potential to arise in the allocation of such co-investment opportunities. The allocation of co-investment opportunities may not be in the best interests of a Fund or any individual Investor. Sapphire is permitted to allocate co-investment opportunities in its sole discretion to any of the persons above, considering some or all of a wide range of factors, which may include factors which benefit Sapphire such as: (i) whether the prospective co-investor has expressed an interest in evaluating co-investment opportunities, including the perceived degree of that interest; (ii) the expertise, knowledge, and sophistication of the prospective co-investor with respect to the issuer, segment, industry, geographic region, or other characteristics that are relevant to the investment; (iii) the prospective co-investor’s perceived ability to approve the investment pursuant to any applicable internal approval processes (including the predictability of the prospective co-investor’s investment process), and to otherwise successfully and efficiently execute the transaction, in a timely manner with respect to the timeframe in which the General Partner believes favorable transaction terms may be achieved based on their history of consummating co-investment opportunities; (iv) any tax, regulatory, securities laws, and/or other legal considerations with respect to the prospective coinvestor (e.g., qualified purchaser or qualified institutional buyer status); (v) confidentiality concerns that may arise in connection with providing the prospective co-investor with specific information relating to the investment opportunity; (vi) the General Partner’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 the General Partner’s ability to execute the relevant transaction in the desired time or on desired terms; (vii) the size of the investment allocation available to the General Partner (and not being allocated to the Funds) and the practicality of splitting the allocation into smaller tranches; (viii) the ability of the prospective co-investor to invest an amount of capital that is consistent with the needs of the investment, taking into account the amount of capital reasonably expected to be needed (including for potential add-on acquisitions and other potential additional investments) and the maximum number of investors that can realistically participate in the transaction; (ix) any requirements of any third-party lenders as to the identity of any investors participating as co-investors, or as to the creditworthiness of any co-investors, or as to the number of co-investors, or as to other matters with respect to the investors in the transaction; (x) whether the prospective co-investor is considered “strategic” to the investment because it is able to offer a Fund or the General Partner or its affiliate certain services or benefits, including, but not limited to, the ability to help consummate the investment, the ability to aid in operating or monitoring the investment, or whether the General Partner believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen, and/or cultivate relationships (including formal or informal strategic relationships) that have the potential to provide longerterm benefits to any of the relevant Fund, the General Partner or its affiliates; (xi) whether the prospective coinvestor has a history of consummating co-investment opportunities with the General Partner or its affiliates; (xii) whether the prospective co-investor has the financial and operational resources and other relevant wherewithal to evaluate and participate in a co-investment opportunity; (xiii) the likelihood that the prospective co-investor would require governance rights (including, but not limited to, board or observer rights, access to the management team of the underlying Portfolio Company, or material informational rights) that would complicate or jeopardize the transaction (or, alternatively, where the investor would be willing to

defer to the General Partner and assume a more passive role in governing the investment); (xiv) whether the prospective co-investor has any interests in any competitor of the underlying investment; (xv) the expected investment holding period; (xvi) the services provided by the prospective co-investor to the issuer of the investment (or otherwise provided by the prospective co-investor with respect to the investment); (xvii) the size and/or timing of the prospective co-investor’s interest to be held in the underlying Portfolio Company as a result of a Fund’s investment (which is likely to be based on the size of the prospective co-investor’s capital commitment and/or investment in such Fund); (xviii) the size of the prospective co-investor’s commitment to a Fund; (xix) whether the prospective co-investor has any known investment policies and restrictions, guideline limitations, or investment objectives that are relevant to the transaction, including the need for early or recurring distributions; (xx) the extent to which the prospective co-investor has previously been provided a greater amount of co-investment opportunities relative to other prospective co-investors; (xxi) the likelihood that the prospective co-investor may invest in a future fund sponsored by the General Partner or its affiliates; and (xxii) other factors that the General Partner considers important in connection with the specific transaction or investment. Sapphire is permitted, and expects, to grant certain Investors the opportunity to evaluate specified amounts of prospective co-investments in Portfolio Companies or otherwise to have priority in co-investment opportunities or to enter into arrangements that create economic incentives for Sapphire to provide coinvestment opportunities to certain Investors. Such co-investment rights would generally not apply to coinvestment opportunities in those Portfolio Companies in which a Fund is not leading the offering process and/or the resulting co-investment allocations, even if the co-investments are facilitated by Sapphire and/or made through a Fund. Granting such co-investment rights creates conflicts of interest for Sapphire regarding the allocation of investment opportunities because Sapphire will have an economic incentive to provide coinvestment opportunities at the expense of a Fund’s allocation to portfolio investments in order to avoid a diminution of Sapphire’s Fund economics in respect of the recipient Investor. Transaction-specific returns, and an Investor’s overall returns from its exposure to certain Portfolio Companies, may be affected significantly by the extent to which it is offered and chooses to participate in coinvestment opportunities. Without limiting the foregoing, Sapphire, in its sole discretion, is permitted to offer to certain affiliated personnel the opportunity to co-invest with a Fund in certain investment opportunities in respect of which they are, or are expected to be, involved with a Fund’s investment therein, in a fixed proportion to a Fund’s aggregate investment therein not to exceed the percentage set forth in the Governing Documents, which investments may not be on the same terms or made at the same time as the corresponding investment by another Fund. Such co-investments create an incentive for Sapphire to allocate the investment opportunities expected to offer the highest returns to its affiliated personnel permitted to invest therein, thereby depriving a Fund and its Investors of a portion of those opportunities in which they would otherwise participate. However, Sapphire will disclose the aggregate amount of such co-investments to the advisory board and believes that by doing so, Sapphire and its personnel will be incentivized to exercise this discretion fairly and equitably. In addition, while all fees, costs, expenses, liabilities, and obligations relating to any non-consummated investment will generally be borne by a Fund and not by third-party co-investors, Sapphire will retain the discretion to allocate a pro rata share of such amounts (as determined by Sapphire in good faith) to its affiliated personnel based upon their authorized or actual co-investment allocations. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Fund. Sapphire expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to a Fund, because (i) co-invest opportunities generally appeal to investors in Funds and third parties, (ii) to the extent co-investments made by Funds are not subjected to management fees and/or performance-based compensation, co-investments blend the effective rates of compensation paid by such Investors in Funds, 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.

A Fund may co-invest with third parties through partnerships, joint ventures or other entities or arrangements. A Fund may not have control over these entities and, therefore, may have a limited ability to protect its position therein. Such investments may involve risks not present in investments where a third-party is not involved, including the possibility that a third-party co-venturer or partner may have financial difficulties resulting in a negative impact on the applicable Portfolio Company, may at any time have economic or business interests or goals that are inconsistent with those of a Fund, may cause the investment to be reviewable by CFIUS or another U.S. or other national security investment clearance regulator, or may be in a position to take action contrary to the investment objectives of a Fund or narrow the array of potential exit strategies for a Fund, as described below. In addition, a Fund may in certain circumstances be liable for actions of its third-party coventurer or partner. There can be no assurance that a Fund’s return from a transaction would be equal to and not less than the return of another party that was allocated a co-investment opportunity and that is participating in the same transaction. In addition, from time to time, Sapphire, in order to consummate a transaction or facilitate the acquisition of a Portfolio Company and ensure a Fund is afforded an investment opportunity or otherwise, may cause a Fund to fund (or commit to fund) on behalf of certain co-investors (whether or not identified at the time of such commitment) with a view to selling down a portion of such investment to such co-investors or other persons at a later time or prior to or within a period after the closing of the acquisition. When selling down or syndicating an investment, Sapphire generally will adjust the value of interests for the co-investors to account for the then-current fair market value, unless Sapphire determines (in its sole discretion) to value such interests at the cost in which a Fund made its investment. There is no guarantee that the purchase price by the coinvestors will appropriately compensate a Fund for the costs and risks incurred during the holding period, including because the co-investors are purchasing interests that reflect only a portion of a whole Portfolio Company and which interests may be difficult to value. If a Fund does not find co-investors and/or in the event that the co-investors breach their covenants to purchase the investment from a Fund, a Fund will have an allocation to an investment that is larger than originally anticipated. In addition, a Fund will bear the risk that any or all of the excess portion of such investment could only be sold on unattractive terms, including, for example, the risk that a portion of the investment will be syndicated at a reduced cost, at cost, or at a lower amount at a time when Sapphire believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. If the excess portion of such investment has not been sold, a Fund may bear the entire portion of any other fees, costs, and expenses related to such investment, may hold a larger than expected investment in the applicable Portfolio Company, and could realize lower than expected returns from such investment. In addition, in the event that a Fund does not make a potential followon investment, such follow-on investment may, subject to any limitations, consent, or notice requirements set forth in the Governing Documents, be made by other Funds, including a co-investment vehicle, and/or other co-investors, whether or not such persons participated in the initial investment in such Portfolio Company, and such persons may participate in such follow-on investment at terms more favorable to such persons, which could negatively impact the value of such Portfolio Company. Where appropriate, and subject to the limitations set forth in the Governing Documents, Sapphire is permitted to charge interest on the purchase by the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to a Fund for related costs (including interest and other costs related to using a Fund’s credit facility). However, there can be no assurance such interest or costs will be charged or reimbursed, in which case the interest and costs generally will be borne by a Fund. Sapphire will generally seek to ensure that a Fund and any co-investors participate in any coinvestment and any related transactions on comparable economic terms to the extent Sapphire determines appropriate and subject to legal, tax, and regulatory considerations. Investors should note, however, that such participation may not be appropriate in all circumstances and that a Fund may participate in such investments on different and potentially less favorable economic terms than other parties if Sapphire deems such participation as being otherwise in a Fund’s interests. This may have an adverse impact on a Fund. Furthermore, a Fund may or may not receive compensation for such activities.

Furthermore, the General Partner 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. Additionally, from time to time, certain service providers may seek to negotiate co-investment rights as a component of their compensation or in exchange for granting better terms to Sapphire, a Fund, and/or a Portfolio Company in connection with the services provided. Sapphire has a conflict of interest with respect to such arrangements because providing co-investment rights may be more economically advantageous to Sapphire than paying cash compensation and offering co-investment opportunities to such service providers, limiting the availability of co-investment opportunities for others. The General Partner’s allocation of co-investment opportunities among the persons and in the manner discussed in this Brochure often will not result in proportional allocations among such persons, and such allocations likely will be more or less advantageous to some such persons relative to others. Additionally, conflicts of interest may arise in the allocation of co-investment opportunities to the extent that such allocation may benefit the General Partner or Sapphire instead of, or more than, a Fund, or is not in the best interests of a Fund or any individual Investor. For example, in some cases, an ad hoc co-investment vehicle may be formed in connection with the consummation of a transaction and such entity will bear expenses related to its formation and operation. 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 to the transaction, ultimately is not consummated, the full amount of any fees and expenses or other liabilities or obligations (including broken deal fees and expenses) generated in the course of evaluating any such proposed transaction generally would be borne by a Fund, and not by any potential co-investors that would have participated in such transaction (regardless of whether any co-investor(s) had yet been identified or confirmed, or whether any co-investment vehicle had yet been formed in connection with the relevant transaction). However, (i) to the extent that such co-investors have already invested in a co-investment or other vehicle in connection with such transaction, to the extent such a vehicle is offered by the General Partner, and where permitted by such vehicle’s Governing Documents, such vehicle is expected to bear its share of expenses, and (ii) the General Partner will allocate a pro rata share of such expenses (as determined by the General Partner in good faith) to its affiliated personnel based on their authorized or actual co-investment allocations, provided that the co-investors in such vehicle may negotiate caps or temporal limitations on expenses, in which case a Fund would bear more than its pro rata share of expenses. The General Partner is permitted, in its sole discretion, to charge a management fee and obtain a carried interest in respect of any co-investment. Any fees, carried interest, or other compensation such as transaction fees received in connection with a co-investment do not reduce or offset the management fee. Similarly, in certain circumstances, co-investors or other parties have negotiated the right to share a portion of such transaction fees from a particular investment and the above-described reduction will be applied after excluding any amounts paid to such persons. As a result, Sapphire will face incentives to allocate more investment opportunities to co-investment vehicles in order to minimize a Fund’s expenses and maximize its own fee income. Sapphire believes that its employees’ and other significant stakeholders’ participation in co-investments in the manner described herein can help to align such persons’ interests with Funds’ interests, encourage prudence and diligence during the investment process, and demonstrate employees’ confidence in Sapphire’s investment process. However, co-investments could present conflicts of interest if not properly structured and monitored. Transactions between Funds Sapphire is permitted to enter into transactions on behalf of multiple Funds and/or co-investors, in which a Fund buys securities from, or sells securities to, or co-invests with, such other persons. Such transactions may arise in the context of other participating Funds, including, but not limited to, syndications, sales, and/or transfers between Funds. Such transactions may also occur in contexts where a Portfolio Company owned by

a Fund is acquired by a Portfolio Company acquired by another Fund, or where a Portfolio Company may be merged with or into a Portfolio Company owned by another Fund. 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 represents what would ultimately be the underlying investment’s fair value. In addition, subject to the terms of the Governing Documents, certain Funds are permitted to purchase a Portfolio Company from another Fund that warehoused such Portfolio Company for the purpose of subsequently selling such Portfolio Company to a Fund, and certain Funds are permitted as well to purchase and warehouse a Portfolio Company for the purpose of subsequently selling such Portfolio Company to another Fund (including a successor thereto) without advisory board consent. In these circumstances, while a Fund that warehouses and subsequently sells such Portfolio Company (the “Selling Fund”) will be compensated for the costs and expenses of warehousing such Portfolio Company, the Selling Fund will not be fully compensated for bearing the risk of warehousing such Portfolio Company prior to its sale of such Portfolio Company, and the Selling Fund may not be able to participate in other investment opportunities suitable for the Selling Fund as a result of the Selling Fund utilizing its capital to warehouse such Portfolio Company. Each of these types of transactions give rise to the conflicts of interests discussed herein. In addition, as further set forth and otherwise provided in the Governing Documents, the General Partner will not be required to obtain advisory board or Investor consent, a fairness opinion, or investment by a third-party investor and will not be limited from effecting any transaction that is in the nature of (i) an ordinary course rebalancing effected at the same time by, and resulting in no change in the aggregate securities holdings of, the relevant Funds, (ii) post-closing sell-downs or transfers with respect to a bridge financing and/or co-investment (including transactions between a Fund and other Funds), or (iii) bridging investments (i.e., an investment syndication, sell-down, or transfer that is not initially designated as a bridge financing or intended as a co-investment). To the extent required by the relevant Funds’ Governing Documents or otherwise in the sole discretion of Sapphire, Sapphire is permitted to seek to mitigate such conflicts by seeking input of an unaffiliated third party (including the use of a consultant or investment banker at the expense of the relevant Funds to opine as to the fairness 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 Sapphire), or by obtaining the consent of the relevant Funds (including, where authorized or required, the consent of each Fund’s advisory board) to such transactions. However, Sapphire does not always expect, and pursuant to the Governing Documents are not always required, to obtain such an opinion or consent. Sapphire also may determine that the willingness of a third-party (including an existing or prospective Investor) to make an investment on substantially the same economic terms demonstrates the fairness of the relevant transaction to a Fund under then-current market conditions. There is no guarantee that the purchase price will appropriately compensate a Fund for the costs and risks incurred during the holding period. Further, Funds nearing the end of their term are expected from time to time to sell their interest in commonly held investments to other Funds with more time remaining in their term. Investments in a Portfolio Company by more than one Fund or affiliate thereof also raise potential conflicts of interest discussed under “Common Investments” below. Conflicts of interest are also heightened in the foregoing transactions to the extent the partners of a General Partner or its affiliates are assigned varying percentages of carried interest from Funds in the same investment, or if economic terms, performance and/or the potential for carried interest vary between Funds, particularly when one Fund sells its portion of such investment to another Fund, which could cause a portion of such carried interest to become “crystallized.” Whether or not advisory board consent is obtained or there is a fairness opinion or a third-party investor (which may include a prospective or existing Investor), Sapphire intends to conduct such transactions in a manner that Sapphire believes to be fair and equitable to each Fund under the circumstances over time, including a consideration of the potential present and future benefits with respect to each Fund. Sapphire anticipates such measures will not include internal “walls” or other segmentations of personnel. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to a

Fund. Common Investments Additional conflicts of interest could arise if a Fund makes an investment in a Portfolio Company in conjunction with an investment made or held by another Fund (such investment, a “Common Fund Investment”). For instance, a Fund may not invest through the same investment vehicles, have the same access to credit, or employ the same hedging or investment strategies as such other Fund. This may result in differences in price, investment terms, leverage, and associated costs between a Fund and any other Fund, and therefore may result in a different return for the Funds. Further, given that certain Funds are established sequentially, the General Partners of such Funds participating in a given transaction often will desire, or will be required, to sell Common Fund Investments at different times, including at times when General Partners of other Funds that hold the same investment with more time remaining in their term do not wish to sell such investments. Sapphire and its affiliates may express inconsistent views of Common Fund Investments or of market conditions more generally. For example, Sapphire may choose to sell all or part of an investment in a Portfolio Company while another Fund holds or increases its investment in such Portfolio Company (or vice versa). Investments by more than one Fund in a Portfolio Company can also raise the risk of using the assets of one Fund to support positions taken by other Funds, or that a Fund remains passive in a situation in which it is entitled to exercise voting or other rights. For example, if multiple Funds invest in a Portfolio Company at the same time or at a different time and the Portfolio Company seeks additional capital, if one Fund is unable to fund its share of additional capital (e.g., in the event such Fund does not have sufficient available capital), the other Fund will likely be obligated to fund more than its share of such amount. In such event, one Fund will gain greater exposure to such investment than may have been intended and the other Fund will be diluted in such investment. The returns of each Fund may be negatively impacted as a result of the foregoing. To the extent a Fund sells its interest in a Common Fund Investment to a third-party, it may impact the value of the other Fund’s interest in such investment, and will give rise to the co-venturer risks discussed in “CoInvestments” below. A Fund’s investment in, or divestment from, Common Fund Investments may not, under the terms of the applicable Governing Documents, be required to occur at the same time or on the same terms as that of other Funds participating in the investment, and accordingly, there can be no assurance that a Fund’s return on such an investment will be the same as the returns achieved by any other Funds participating in the transactions. To the extent that multiple Funds hold an interest in the same Portfolio Company and desire to divest at the same time, Sapphire intends to allocate any disposition opportunities with respect to that investment on a basis that it believes is fair and equitable to each Fund relevant to other Fund taking into account relevant facts and circumstances, including without limitation, the relative ownership percentages of the Funds in the applicable Portfolio Company, the length of time remaining in a Fund’s term and other factors similar to those discussed above regarding the allocation of investment opportunities. Generally, in the event of a Common Fund Investment, Sapphire will, subject to applicable legal, contractual, or similar restrictions, generally allocate the costs and expenses incurred by Sapphire or its affiliates to the applicable Funds in reliance on Sapphire’s expense allocation policy. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters of discretion. Allocation of Fees and Expenses Sapphire expects to be faced with a variety of potential conflicts of interest when it determines allocations of various fees and expenses to a Fund vis-à-vis other Funds. Sapphire, in its sole discretion, intends to generally allocate fees and expenses, subject to applicable legal, contractual, or similar restrictions, in reliance on Sapphire’s expense allocation policy, and in consideration of such factors as it deems relevant, and as further provided in the Governing Documents. The allocations of such expenses may not be proportional, and any such determinations involve inherent matters of discretion, e.g., in determining whether to allocate pro rata based on the number of co-investors or Funds receiving related benefits or proportionately in accordance with asset size, or in certain circumstances determining whether a particular expense has a greater benefit to a Fund

or Sapphire and/or its affiliates, and Sapphire may have a financial incentive to favor allocations that benefit itself and/or its affiliates. Further, Sapphire is permitted to consider a Fund’s strategies or stages of investment as a component of allocation of investment expenses. For example, Sapphire is permitted not to allocate expenses associated with a Fund’s earlier round investment in a Portfolio Company to another Fund’s later round investment in such Portfolio Company, or vice versa, notwithstanding that such investments are in the same Portfolio Company. As a general matter, expenses typically will be allocated among all relevant Funds eligible to reimburse expenses of that kind. In all such cases, subject to applicable legal, contractual, or similar restrictions, expense allocation decisions generally will be made by Sapphire or its affiliates in reliance on Sapphire’s expense allocation policy. Material Non-Public Information As a result of the operations of Sapphire and its affiliates, Sapphire may come into possession of confidential information or material, non-public information (“MNPI”). Therefore, Sapphire and its affiliates could have access to MNPI that is relevant to an investment decision to be made by the Funds. Consequently, a Fund could be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or Sapphire’s internal policies. Due to these restrictions, a Fund may not be able to make an investment that it otherwise might have made or sell an investment that it otherwise might have sold. In certain cases, a Fund could be restricted indefinitely with respect to transactions involving a particular issuer. Sapphire has policies and procedures in place that are intended to prevent the misuse of MNPI by Sapphire personnel, although there can be no assurance that such misuse will never take place. In addition, Sapphire receives and generates various kinds of Portfolio Company data and other information, including information related to financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors, and other metrics. This information may, in certain instances, include MNPI received or generated in connection with efforts on behalf of a Fund’s investment (or prospective investment) in a Portfolio Company. As described above, the receipt of such information may restrict a Fund from transactions in the relevant company. Such information will also be periodically received in the ordinary course as a result of Sapphire personnel serving as directors of a public Portfolio Company and could cause a Fund to be restricted from transactions in the relevant Portfolio Company more often than if Sapphire personnel did not serve in such positions, which could have an adverse effect on a Fund’s performance if Sapphire desired to engage in such transactions (including disposing of an investment in a timely manner). Sapphire is permitted to enter into information sharing and confidentiality arrangements with Portfolio Companies and other sources of information that may limit the internal distribution and use of such data. Sapphire is permitted to use this information in a manner that provides a material benefit to Sapphire, its affiliates, or to other Funds without compensating or otherwise benefitting a Fund holding such Portfolio Companies. In addition, Sapphire may have an incentive to pursue investments in Portfolio Companies based on the data and information expected to be received or generated. Sapphire is permitted to utilize such information to benefit Sapphire, its affiliates or other Funds in a manner that may otherwise present a conflict of interest resulting from the particular facts and circumstances but does not intend to specifically disclose such conflicts to a Fund. Competing Investments; Interaction of Portfolio Companies Due to Sapphire’s strategy of making investments in the software sector and software-related businesses, a Fund may make (or hold) investments that operate in the same market as (or adjacent markets to) or are competitive to the companies in which a Fund invests (for example, another Fund may invest in a Portfolio Company (in which, for these purposes, a Fund may have no interest) that competes with a Portfolio Company). In providing advice and recommendations to, or with respect to, such investments and in dealing with such investments on behalf of such Fund, Sapphire will consider the interests of such Portfolio Company

and such Fund which may conflict with the interests of a Fund and its Portfolio Companies. Accordingly, such advice, recommendations, and dealings may result in adverse consequences to a Fund or its investments. Additionally, Sapphire may determine that it is appropriate for a Portfolio Company to enter into commercial relationships or other transactions and partnerships with another Portfolio Company. Sapphire believes that the interaction of Portfolio Companies as well as cross-fund transactions involving the purchase, sale, or merger of Portfolio Companies is more likely for Sapphire’s investment vehicles than those of a sponsor with a sector-diverse investment strategy. Please see the Governing Documents for mechanics related to certain transactions described herein. Investments Away from or Alongside a Fund Sapphire and its affiliates are permitted to buy or sell securities or other instruments that Sapphire has recommended to the Funds. In addition, Sapphire and its related persons are permitted to buy securities in transactions offered to but not pursued by the Funds. Any such transactions are subject to any restrictions in the Governing Documents. The investment policies, fee arrangements, and other circumstances of these investments generally vary from those of the Funds. Employees and related persons of Sapphire have, and are expected to continue to have, capital investments in or alongside the Funds, or in prospective Portfolio Companies, directly or indirectly, as well as in investment vehicles (including private funds) sponsored by potential competitors, and Sapphire therefore expects to have additional potential conflicting interests in connection with these investments. Sapphire is generally permitted to receive a distribution in kind from Funds, including in connection with investment dispositions or the payment in kind of amounts owed to Sapphire as carried interest (which generally will be made using the value of the relevant securities on the date of contribution). In such circumstances, there is a potential conflict of interest between a General Partner (and its beneficial owners) and the Investors. For example, a General Partner and its beneficial owners may intend to hold the investment for a different time period than Sapphire deems suitable for a Fund. Although the General Partner and its beneficial owners bear the risk that such securities will decrease during their holding period, to the extent the value of the relevant securities increases following a Fund’s disposition thereof, neither a Fund nor the Investors will benefit from the increase, and over time the economic benefit to the General Partner and its beneficial owners could exceed the value of the General Partner’s pro rata interest in a Fund and the amount of carried interest owed. To the extent the beneficial owners of a General Partner contribute such securities to a charity (including to a private foundation or other charitable organization associated with, operated, or chosen by such persons or their families), any tax efficiencies or other personal benefits associated with the contribution will inure to the benefit of such beneficial owners rather than to the Funds or the Investors. In addition, Sapphire is permitted to apply a “first-in first-out” (“FIFO”) method of allocating securities that are sold or distributed to securities received in earlier rounds of financing which may imply a lower cost basis. There are potential tax advantages which presents a conflict as some of those tax advantages are expected to be more applicable to a General Partner (or members thereof) than certain Investors. Further, as a result of allocations of sold or distributed securities to early investments, a Fund’s remaining investments will have a higher cost basis which can have the effect of impacting management fee calculations based on the aggregate cost of portfolio investments. Valuation of Assets There is not expected to be an actively-traded market for most of the securities owned by the Funds. When estimating fair value, Sapphire will apply a methodology it determines to be appropriate based on accounting guidelines and the applicable nature, facts, and circumstances of the respective investments. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active

market existed for such securities and may differ from the prices at which such securities ultimately may be sold. In addition, the Funds may hold certain publicly traded securities that are thinly traded and which Sapphire determines that the quoted stock price thereof does not accurately reflect the fair value of such securities. In such a case, Sapphire is permitted to employ one or more valuation methodologies in order to provide a more accurate assessment of such securities’ fair value, including methodologies that utilize an equity value mark-to-market analysis, publicly traded comparables, precedent transactions, and/or discounted cash flow approaches. Valuations are only estimates of future results that are based upon assumptions made at the time that the valuations are developed. General economic, political, regulatory, and market conditions, and the actual operations of the Portfolio Companies, which are not predictable, can have a material impact on the reliability and accuracy of such valuations. Moreover, the exercise of discretion in valuation by Sapphire, subject to any limitations thereon provided in the Governing Documents, may give rise to conflicts of interest, including in connection with determining the amount and timing of distributions of carried interest and the calculation of management fees. In particular, Sapphire will face incentives to minimize permanent write-downs of a Fund’s investments, in order to accelerate and increase the payment of carried interest and maximize the amount of management fees payable. The criteria used by Sapphire in valuing an investment or determining whether an investment is subject to a permanent write-down, have the potential to be subjective, to be influenced by market information and other factors, and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of Sapphire’s determination that an investment should be permanently written-down, and Sapphire is not obligated to follow any third-party methodology in making its determination on whether an investment should be permanently written-down or whether value can be recovered during a Fund’s holding period. As a general matter, the standards for determining whether an investment should be permanently written-down are intended to be high, and not to apply to investments experiencing partial or temporary declines in value. Policies Subject to Change In certain cases, the foregoing summarizes, as of the date of this Brochure, certain of Sapphire’s policies; these are subject to change, and the information relating thereto may be qualified by subsequent disclosure to investors through the Governing Documents, other periodic disclosures, Investor reporting, and any disclosure as otherwise permitted or required by the Governing Documents. The foregoing list of risk factors and conflicts does not purport to be a complete enumeration or explanation of the risks and conflicts involved in an investment in the Funds. Prospective Investors should read this entire Brochure and the Governing Documents, consult with their own advisors, and perform their own diligence of the merits and risks of investing in a Fund before deciding whether to invest. In addition, as a Fund’s investment program develops and changes over time, an investment in a Fund may be subject to additional and different risk factors and conflicts.

In seeking best execution, the determinative factor is not the lowest possible commission cost, but whether the transaction as a whole represents the best qualitative execution for the applicable Fund, taking into account the full range of a broker‑dealer’s services and the specific circumstances of the trade. Sapphire will consider a variety of factors when selecting a broker-dealer, including, but not limited to: (i) the broker-dealer’s ability to effect prompt and reliable execution at favorable prices (including the applicable dealer spread or commission, if any); (ii) the operational efficiency with which transactions are effected, taking into account the size of order and difficulty of execution; (iii) the financial strength, integrity and stability of the broker-dealer; and (iv) the competitiveness of commission rates in comparison with other broker-dealers. When engaging a broker-dealer for such transactions, Sapphire is authorized to determine, without the consent of the Fund or its Investors, (i) the securities or other instruments to buy or sell; (ii) the amount of securities or other instruments to buy or sell; (iii) the broker or dealer to be used; and (iv) the commission rates paid to the broker or dealer. Investors in the Funds do not have the ability to direct Sapphire to execute transactions through particular broker-dealers. Sapphire does not participate in any “soft dollar” arrangements and does not use client brokerage commissions (or mark-ups/mark-downs) to pay for research or other products or services beyond execution. From time to time, Sapphire receives research and market commentary that is made available generally to institutional investors by broker-dealers, but Sapphire does not separately compensate any broker-dealer for such research and does not believe that it “pays up” to obtain any such services. Sapphire does not select or recommend broker‑dealers based on whether Sapphire expects to receive client or investor referrals from such broker‑dealers or their affiliates, and Sapphire does not have any arrangements under which brokerage transactions are directed to any broker‑dealer in return for referrals. B. Aggregation of Trades In the limited circumstances where multiple Funds hold, or are seeking to buy or sell, the same public security at or about the same time, Sapphire may aggregate orders for such Funds when Sapphire believes that aggregation is likely to result in overall better execution than if orders were placed separately, and when Sapphire determines that aggregation is in the best interests of all participating Funds. When transactions are aggregated, the execution price for each participating Fund will generally be the average price of all securities purchased or sold in the aggregated order, and any commissions and other transaction costs will generally be allocated among the participating Funds on a pro‑rata basis, such as based on the relative cost or value of each Fund’s portion of the aggregated transaction. In the event that Sapphire determines not to aggregate trades, one Fund may pay a different price or commission than another Fund transacting in the same security on the same day.

Sapphire generally provides Investors with the following written reports for each of its Funds: (i) annual audited financial statements prepared in accordance with GAAP within 90 days; (ii) unaudited financial statements for the first three quarters of each fiscal year within 45 to 90 days; and (iii) annual tax information necessary for the completion of an Investor’s tax returns within 90 to 120 days; provided, that the Governing Documents for Funds that are fund-of-funds generally provide for longer timelines for such reports.

Instead, Sapphire will satisfy its obligations under the Custody Rule by ensuring that the Funds are audited at least annually and upon liquidation by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. Each Fund’s audited financial statements will be prepared in accordance with GAAP and generally distributed to investors within 120 days of the close of each Fund’s fiscal year (or longer in the case of a fund of funds) and promptly after completion of any liquidating audit. Investors should carefully review the audited financial statements provided by the Funds’ auditors and should compare these statements with any account information provided by Sapphire. Investors should promptly notify Sapphire of any questions or discrepancies by contacting the Chief Compliance Officer at robert@sapphireventures.com.

Sapphire more commonly exercises voting, consent, and similar rights in connection with corporate actions relating to Portfolio Companies and Portfolio Fund matters. To the extent a Fund holds public securities, Sapphire will vote proxies on such securities in accordance with its policies and procedures, including with respect to “say on pay” and other executive compensation proposals where applicable. Sapphire does not regularly direct the Funds’ participation in class actions. Prior to a proxy vote, Sapphire’s Chief Compliance Officer will determine whether Sapphire is subject to any material conflict of interest in connection with such vote. If a material conflict is identified, the Chief Compliance Officer will describe the matter and the conflict to the Sapphire investment team primarily responsible for managing the applicable investment. The investment team will review any documentation associated with the proxy vote, evaluate the proposal, and vote the proxy in accordance with Sapphire’s policies and procedures in the best interest of the applicable Fund. If no material conflict is identified, the Chief Compliance Officer will determine how to vote the proxy based on input received from the applicable Sapphire investment team. The Chief Compliance Officer will ensure delivery of the proxy in accordance with the applicable instructions in a timely and appropriate manner and retain appropriate records in connection with such vote. Investors may obtain a copy of Sapphire’s proxy voting policies and procedures and information regarding how Sapphire voted securities on behalf of a Fund, by contacting the Chief Compliance Officer at robert@sapphireventures.com.