Quiet Capital Management, LLC: investment adviser

Quiet provides investment advisory services to private pooled investment vehicles (the “Funds”) that are exempt from registration under the Advisers Act and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Funds offer interests to certain qualified investors and make investments in multiple private companies. In addition, Quiet provides investment advisory services to certain private funds which generally are formed for the purpose of making one investment per series or limited partnership (the “SPVs” and, together with the “Funds”, the “Private Funds”). Certain Private Funds make primarily long-term private equity-related investments. In accordance with such Private Funds’ respective investment objectives, investments are generally made in companies doing business in technology enabled business models across a diverse range of end markets. Such Private Funds invest primarily in private companies from pre-seed to growth equity rounds. Certain Private Funds primarily invest in a wide range of securities, other financial instruments and assets (including Digital Assets (as defined below)) on various centralized and decentralized exchanges and execution venues globally. Certain Private Funds invest in venture capital funds sponsored by emerging managers. Quiet’s advisory services consist of investigating, identifying, and evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the Private Funds, managing and monitoring the performance of such investments, and disposing of such investments. Such services are provided on a discretionary or non-discretionary basis, depending on the Private Fund. Quiet provides investment advisory services to Private Funds in accordance with the limited partnership agreement (or analogous organizational document) of such Private Fund or separate investment advisory or investment management or portfolio management agreements (each, an “Advisory Agreement”). Investment advice is provided directly to the Private Funds, subject to the discretion and control of the applicable general partner, and not individually to the investors in the Private Funds. Certain investors in a Private Fund (the “investors” or “limited partners”) have opt-out rights with respect to certain investments.

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

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

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

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

payment of Other Fees and reimbursements by portfolio investments and prospective portfolio investments will, in some, but not all, circumstances create a conflict of interest between Quiet and its affiliates, and the Private Funds and their investors because the amounts of these Other Fees and reimbursements can be substantial and the Private Funds and their investors generally do not have a direct interest in these fees and reimbursements. In many cases with respect to the implementation of the arrangements described above, there is not an independent third party involved on behalf of the relevant portfolio investment and therefore the fees are not subject to a market check. A conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio investment in instances where Quiet acts on behalf of both parties. In addition, Quiet or its personnel, on behalf of Quiet, is permitted to receive stock of a portfolio investment as an Other Fee due to the service of such personnel on the board of such portfolio investment or as compensation for other services provided to such portfolio investment. In such event, the recipient will generally act in its own interest with respect to the stock received as an Other Fee (including, for instance, determining to sell the distributed securities, or hold on to the distributed securities for such time as such recipient shall determine in its sole discretion). The ability of such recipients, to act in their own interest with respect to the stock received as an Other Fee creates a conflict of interest between Quiet, as an adviser to the Private Funds and its personnel, on the one hand, and the Private Funds, on the other hand because the recipient’s interests may not be aligned with those of the Private Funds and the recipient may determine to sell the stock received at a different time, or on different terms, than the Private Fund would sell its interest. For the avoidance of doubt, any fees paid to Quiet or its personnel after a Private Fund has exited (or is in the process of exiting) an investment are not considered “Other Fees” and do not reduce the Advisory Fee. Any fees that accrue to the benefit of former Adviser Personnel (as defined below) (even if any such fee is earned during their tenure with Quiet, and whether or not such former Adviser Personnel has a remaining interest in the relevant general partner) are not considered “Other Fees” and do not reduce the Advisory Fees or otherwise benefit the Private Funds or their investors. Similarly, any fees that accrue to the benefit of Adviser Personnel or other persons who are currently employed by Quiet prior to their employment with Quiet (even if any fee received in kind is realized or otherwise converted to cash during their tenure with Quiet) are not considered “Other Fees” and do not reduce the Advisory Fees or otherwise benefit the Private Funds or their investors. From time to time Quiet will maintain the amounts associated with Other Fees in accounts that bear interest before such amounts are offset. Any such interest is not considered “Other Fees” and does not reduce the Advisory Fees or otherwise benefit the Private Funds or their investors. Allocation of Other Fees and Advisory Fee Offset

Although Other Fees are in addition to the Advisory Fees, Quiet will in some circumstances reduce the amount of Advisory Fees paid by the applicable Private Fund in connection with the receipt of such Other Fees in accordance with the Offering Documents of the applicable Private Fund. Generally, under the terms of the applicable Offering Documents, for purposes of calculating any Advisory Fee offset, Other Fees are net of out-of-pocket costs and expenses incurred by Quiet in connection with consummated or unconsummated transactions or in connection with generating any such fees. To the extent any Other Fee relates to more than one Private Fund participating (or expecting to participate) in an investment, the Other Fee is generally allocated among such Private Funds prorata based on the capital commitments of such participating Private Funds (or for an unconsummated investment, the proposed commitments of the Private Funds), or on such other basis that Quiet determines to be fair and reasonable in its sole discretion. However, in determining how to allocate an Other Fee among more than one participating Private Fund, Quiet will also take into account, among other things, the type of transaction (e.g., original acquisition or follow-on), the consideration involved in the transaction (cash or in-kind) and the value of the consideration. To the extent any Other Fee relates to a Private Fund, co-investment vehicle or third-party investor that does not pay Advisory Fees, the portion of such Other Fee allocable to the non-fee paying party will be retained by Quiet and such amounts will not offset any Advisory Fee paid to Quiet. A Private Fund will, in most cases, only benefit with respect to the relevant allocable portion on a “fully diluted” basis of any Advisory Fees and not the portion of any Advisory Fee related to: (i) Quiet, affiliated partner or similar fee-free investor commitments; or (ii) coinvestors or potential co-investors (which could include co-investment vehicles managed by Quiet, Service Providers, Venture Partners, third parties, current or former portfolio investment management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio investment and/or others); or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio investment, including interests owned by current or former portfolio investment management, which have the potential to be significant. Quiet’s ability to retain such amounts provides it with an incentive to increase the portion of each relevant investment held by such persons. Quiet (it its sole discretion) is permitted to agree to pay a portion of an Other Fee received from an actual or prospective portfolio company to a third party, such as an Operations Support Provider (as defined in Item 11), finder, broker, investor, co-investor, investment bank or other Service Provider. Quiet is not required to share the portion of the Other Fee paid to a third party with the Private Funds (or their investors) and, therefore, the portion of an Other Fee paid to such third party will not reduce the Advisory Fee. Each of the foregoing conditions is expected to reduce the amount of Other Fees otherwise available to be offset against Advisory Fees, resulting in a potential material benefit to Quiet over the life of the relevant Private Fund, and the existence of such potential benefit creates an incentive for Quiet to seek to increase such amounts.

Expenses Adviser Expenses To the extent provided in the Offering Documents of the Private Funds and except as described herein as a Private Fund or portfolio investment expense, Quiet generally bears certain expenses and costs associated with the performance of its services, including expenses on account of rentals payable for space and expenditures for equipment used by the Private Funds, general partner and/or Quiet, the salaries and wages of certain of its partners, officers and employees (other than Performance Allocation described in Item 6 below) and membership dues for trade associations of which a Private Fund, general partner or Quiet is a member. Private Fund Expenses Investors of the Private Funds will pay additional expenses such as, but not limited to operating expenses incurred in connection with the organization, syndication, formation/start-up, management, operations, and liquidation of the Private Fund, whether incurred directly by the Private Fund or attributed to the Private Fund pursuant to the Private Fund Offering Documents, including, but not limited to all costs and expenses incurred in the holding, purchase, sale or exchange of investments (whether or not ultimately consummated), expenses associated with Private Fund communications with investors, all legal, accounting, tax, consulting and professional services fees and expenses (including tax preparation) relating to the Private Fund and its activities, consulting and advisor fees and expenses relating to investments or proposed investments, fees and expenses relating to finance and accounting services, audit and accounting fees, taxes applicable to the Private Fund on account of its operations, fees incurred in connection with the maintenance of bank or custodian accounts, the cost of liability and other premiums for insurance, and all fees, costs and expenses relating to litigation and threatened litigation involving the Private Fund, including, without limitation, the Private Fund’s indemnification obligation pursuant to the limited partnership agreement. Details of expenses borne by each of the Private Funds can be found in the Private Fund’s respective Offering Documents. Consistent with the Offering Documents of the Private Funds, each Private Fund will bear all other fees and expenses relating to it to the extent not borne by its portfolio investments, including: (i) activities with respect to the origination, identification and sourcing of investment opportunities for the Private Fund, including attending and sponsoring industry conferences and events, meeting with or sponsoring events for consultants (including Venture Partners), finders, brokerdealers, investment banks, persons that comprise the general partner and its affiliates’ investment-sourcing network (which includes current and former senior executives and management of current and former portfolio investments of investment funds sponsored by the general partner and its affiliates (including, for the avoidance of doubt, the Private Fund’s portfolio investments), potential founders of early stage companies and industry experts and advisors) and other sources of investments and developing and maintaining an investment pipeline; (ii) activities with respect to the pursuing, structuring, organizing, negotiating, consummating, financing, refinancing, diligencing (including any subscriptions to any periodicals, databases and/or research services), acquiring, bidding on, owning, managing, monitoring,

operating, holding, hedging (including any foreign exchange exposure risk), restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, dissolving or otherwise disposing of, as applicable, actual and potential investments (including follow-on investments) or seeking to do any of the foregoing (including any associated legal, financing, commitment, transaction or other costs payable to attorneys, accountants, tax professionals, investment bankers, lenders, expert networks, third-party diligence and deal-sourcing, software and Service Providers, consultants and similar professionals in connection therewith); (iii) indebtedness of, or guarantees made by, the Private Fund, Quiet, the general partner or any affiliated partner on behalf of the Private Fund (including any credit facility, letter of credit or similar credit support or any indebtedness entered into pending participation by a co-investor in an investment), including principal, interest and other costs with respect thereto, or evaluating, negotiating or conducting any other activities related to seeking to put in place or amend any such indebtedness or guarantee; (iv) all forms of leverage, financing, commitment, origination, exclusivity and similar activities; (v) broker, dealer, finder, underwriting (including both commissions and discounts), loan administration, private placement fees, sales, commissions, investment banker, and similar services (including buy- and sell-side finders’ fees as well as similar deal sourcing payments); (vi) brokerage, sale, custodial, depository, local paying agent, trustee, record keeping, account, stock distribution, registered office, registered agent and similar services (including any depositary appointed pursuant to the AIFMD and any Swiss representative or paying agent appointed pursuant to the Swiss Collective Investment Schemes Act (as amended), including any law, rule or regulation relating to the implementation thereof); (vii) reporting, filings and other ongoing compliance requirements adopted by the SEC or other regulatory agency or contemplated by the AIFMD or any similar law, rule or regulation (excluding, for the avoidance of doubt, the initial and/or preliminary registrations, filings and compliance obligations related thereto), including secondary legislation, regulations, rules and/or associated guidance, and any related requirements; (viii) legal, accounting, research (including expert consultants, research reports, research services, research calls, meetings and research or industry conferences, research related cloud storage, surveys, data and information service subscriptions, white papers, statistical and/or market data, costs allocated by the relevant general partner’s internal research team and third-party groups, and including related systems and services from data providers and data management software and any research or other service that may be deemed to be bundled for the benefit of a Private Fund, as well as the information technology systems used to obtain such research and other information, third-party diligence software and Service Providers, subject and industry-matter research and experts), auditing, technology (including data science, application development and technology infrastructure), administration (including costs associated with any third-party administrator and administration, tracking or reporting software, if any), information, advisory, valuation (including third-party valuations, fairness opinions, appraisals, valuation information gathering software or other technology or pricing services, including any fairness opinion and with respect to portfolio company transactions entered into between the Private Fund and other investment vehicles affiliated with the general partner), consulting (including costs relating to hiring consultants (e.g., headhunter fees, background checks or relocation costs)) and retainer fees, salaries, bonuses, guaranteed minimums, incentive equity, stock awards and other compensation or expense reimbursements paid to, and benefits or personnel costs provided to or on behalf of, the Venture Partner program

or any of its members, consultants performing investment initiatives, sourcing or identifying investment opportunities or providing services related to sustainability or responsible investing considerations and policies and other consultants, talent assessment and recruiting (including executive recruiters for portfolio companies and any costs associated with recruiting, including headhunter fees, background checks or relocation costs), tax and other professional services (including costs related to the establishment or maintenance of any such activities or services); (ix) reverse breakup, termination and other similar arrangements; (x) insurance, including directors and officers liability, fidelity bond, cybersecurity, errors and omissions liability, crime coverage and general partnership liability premiums and other insurance (including costs related to any retention or deductibles and broker costs and commissions) and any consultants, data providers or other advisors utilized in the procurement, review, maintenance and analysis of insurance; (xi) filing, title, transfer, survey, environmental diligence, registration and other similar activities; (xii) printing, communications, mailing, courier, marketing and publicity; (xiii) the preparation, distribution or filing of financial statements or other reports, tax returns, tax estimates, Schedule K-1s, Schedule K-3s or similar forms or other communications with partners, any other administrative, compliance or regulatory certifications, filings or reports (including Form PF and Bureau of Economic Analysis Reports and any filings or reports contemplated by the AIFMD or any similar law, rule or regulation) or other information, including costs of any thirdparty Service Providers and professionals related to the foregoing; (xiv) compliance with any tax or financial account reporting regime, including FATCA, the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard and any similar laws, rules and regulations, including any costs of any third-party Service Providers and professionals related to the foregoing; (xv) developing, licensing, implementing, maintaining or upgrading any web portal, website, extranet tools, software (including artificial intelligence, accounting, investor reporting, investor tracking, customer relationship management, ledger systems, financial management and cybersecurity) or other administrative or reporting tools (including subscription-based services and tools developed by the relevant general partner or its affiliates); (xvi) any activities with respect to the privacy, processing and/or protecting, including the confidential or non-public nature of any information or data, including confidential information and personal data (and any applicable analogous terms) (including any costs incurred in connection with any Data Protection Law or the Freedom of Information Act); (xvii) to the extent provided in the limited partnership agreement or otherwise approved by the general partner in its sole discretion, activities or proceedings of the advisory board (including any reasonable outof-pocket costs incurred by representatives of the general partner, the advisory board members, permitted observers and other persons in attending or otherwise participating in meetings of the advisory board); (xviii) indemnification (including legal and any other costs incurred in connection with indemnifying any partner or other person pursuant to the limited partnership agreement or otherwise and advancing costs incurred by any such person in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the limited partnership agreement), except as otherwise set forth in the limited partnership agreement; (xix) actual, threatened or otherwise anticipated governmental inquiry, investigation, proceeding, litigation, mediation, arbitration or other dispute resolution process, including the costs of discovery related thereto and any judgment, other award or settlement entered into in connection therewith; (xx) any annual, periodic or special meeting of the partners and any other conference, meeting or webcast

or other video conference with any partner(s) (in each case, including any costs associated with venue, set-up, room and board, dining, entertainment, events or speakers and other meeting or conference- related costs), regardless of whether persons other than partners attend the conference, meeting or webcast or other video conference, and any other activities necessitated by and incidental to the Private Fund’s global investor base, in each case to the extent incurred by the Private Fund, the general partner or any other affiliate of the general partner; (xxi) the Advisory Fee; (xxii) except as otherwise determined by the general partner in its sole discretion, any cost relating to any alternative investment vehicle and its controlling or related entities (including such entities’ formation, operation, termination, dissolution, winding up, liquidation, structuring and restructuring) or its activities, business, portfolio companies or actual or potential investments (to the extent not borne or reimbursed by a portfolio company of such alternative investment vehicle) that would be a Private Fund expense if it were incurred in connection with the Private Fund, any costs incurred in connection with the formation, management, operation, termination, winding up and dissolution of any feeder vehicles related to the Private Fund (including those formed for the benefit of employees and affiliates of such Private Fund) to the extent not paid by the investors investing in such entities and any other costs related to any structuring or restructuring of any Private Fund entity, portfolio investment or portfolio investment of any alternative investment vehicle; (xxiii) the termination, liquidation, winding up, structuring, restructuring or dissolution of the Private Fund and any persons owned directly or indirectly by the Private Fund (including portfolio investments) and related entities including an extended duration transaction or restructuring; (xxiv) defaults by partners in the payment of any capital contributions; (xxv) amendments to, and waivers, consents or approvals pursuant to, the constituent documents of the Private Fund, the parallel fund, the general partner, the parallel fund general partner, the ultimate general partner, Quiet, any entities owned directly or indirectly by the Private Fund (including portfolio investments) and any alternative investment vehicle of the Private Fund or the parallel fund, including the preparation, distribution and implementation thereof, except as otherwise provided in the relevant limited partnership agreement; (xxvi) (A) compliance with any law, rule, regulation, policy, directive or special measure (including in relation to privacy, data protection, know-your-customer, anti-money laundering, sanctions, anti-terrorism, and cross-border activity tracking considerations), including any reports, disclosures, filings and notifications prepared in connection therewith and any legal, administrator, consulting or other third-party Service Provider costs related thereto, including with respect to any anti-money laundering officers, independent directors or FATCA officers, any regulatory costs of the general partner or any of its affiliates incurred in connection with the operation of the Private Fund and any costs related to compliance with any environmental, social or governance or other investment considerations and policies applicable to the Private Fund, the general partner and/or any of their respective affiliates, (B) the validation or other confirmation of any payments made to the Private Fund or the general partner (including pursuant to or otherwise in connection with any anti-money laundering laws, rules or regulations) and/or (C) compliance or regulatory matters related to a Private Fund, including compliance with the relevant limited partnership agreement (including most favored nations processes); (xxvii) establishing, implementing, monitoring, reporting on and/or measuring the impact of sustainability and/or responsible investing policies, initiatives, commitments and programs with respect to a Private Fund or its portfolio companies or prospective investments;

(xxviii) any litigation or governmental inquiry, investigation or proceeding, including any costs of discovery related thereto and the amount of any judgments, settlements or fines paid in connection therewith, except to the extent such costs or amounts have been determined to be excluded from the indemnification provided for in the limited partnership agreement; (xxix) any consultants, experts or advisors engaged, including independent appraisers engaged in connection with the Private Fund considering, making, holding or disposing of, directly or indirectly, an investment in the same person as one or more investment vehicles (other than the Private Fund) managed or controlled by the general partner or any of its affiliates; (xxx) unreimbursed costs incurred in connection with any transfer or proposed transfer contemplated by the limited partnership agreement or any limited partner’s name change, internal restructuring or change in trust, registered agent or custodian; (xxxi) any taxes, fees and other governmental charges levied against or otherwise borne by the Private Fund and all costs incurred in connection with any tax audit, inquiry, investigation settlement or review of the Private Fund or an intermediate entity (except to the extent that the Private Fund is reimbursed therefor by a reimbursing partner) and any costs of or related to the partnership representative or any related “designated individual”, provided that nothing in this clause (xxxii) shall affect the treatment of any such amount pursuant to the limited partnership agreement; (xxxiii) distributions to the partners and other costs associated with the acquisition, holding and disposition of investments, including extraordinary expenses; (xxxiv) compliance or regulatory matters, except as otherwise set forth in the limited partnership agreement, including compliance with the Offering Documents and/or any side letter or similar agreement (including compliance operating manuals, investor trackers, and other related documentation); (xxxv) reasonable travel and accommodation costs (i.e., not more generous than commercial business class travel) (including air travel, car or ride sharing services, other modes of transportation, meals, lodging and entertainment) and other meals and entertainment relating to any of the items herein (including the costs of such persons listed herein that relate to such items), including in connection with consummated and unconsummated investment and disposition opportunities; (xxxiv) costs incurred in attending trade or industry conferences, including applicable registration costs and exhibition, sponsorship or other preparation materials; (xxxvi) costs and expenses incurred in connection with managing and facilitating stakeholder relationships, which may include attendance at or sponsorship of civic events in such communities, as well as contributions to charitable initiatives or other non-profit organizations, to the extent that Quiet believes such activities could, directly or indirectly, enhance the value of a Private Fund’s investments or otherwise serve a business purpose for, or be beneficial to, the Private Fund or its portfolio investments; (xxxvii) costs related to the acquisition, disposition, lending and custody of digital assets, including, but not limited to, third-party wallet providers and any executions costs of digital asset exchanges; (xxxviii) to the extent not covered by the above, all costs, fees and expenses incurred in connection with the making, holding or disposition of digital assets (including without limitation any costs, fees or expenses relating to digital or other currency exchange (e.g., blockchain-related transaction or related fees); transfers, voting, staking or other protocol operations or block chain-related information technology; hardware or physical vaults, “cold” storage, security or asset custody; or other systems or technology; or other similar or related expenses); (xxxix) costs and expenses related to the Private Fund’s participation and funding of the Build Program (as defined below); (xl) research expenses, including research

related cloud storage and fees and expenses of research reports, surveys, data and information service subscriptions, white papers, statistical and/or market data, research costs allocated by the general partner’s internal research team and third-party groups, and including related systems and services from data providers and data management software and including any research or other service that may be deemed to be bundled for the benefit of the Private Fund, as well as the information technology systems used to obtain such research and other information, subject and industry-matter research and experts; (xli) costs associated with due diligence (including third-party diligence software and Service Providers); (xlii) expenses relating to developing and maintaining artificial intelligence tools and systems, including machine learning technology and generative artificial intelligence (collectively, “AI Technologies”) for the benefit of a Private Fund (including, but not limited to, costs of diligencing, engaging, monitoring and utilizing professional Service Providers, subscriptions and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by Quiet) to the Private Fund for any internally generated AI Technologies of Quiet); (xliii) compliance or regulatory matters related to the Private Fund, including compliance with the limited partnership agreement (including most favored nations processes) and the costs and expenses of any Service Providers retained in connection therewith; (xliv) costs incurred by a Private Fund or any Quiet Personnel (or an affiliate thereof) in connection with transferring of investor group investments to the Private Fund, including any legal, due diligence, filing, accounting, investment banking, projection, consulting, financing, broker, finders’, financing commitment, appraisal, real estate title, tax, custodian, depository, transfer, registration, environmental, legal opinions and other similar activities; (xlv) all fees, costs and expenses related to middle office operations (including daily reconciliation of cash, cost, positions, and valuations); (xliv) all general investment expenses (i.e., exchange commissions and expenses, brokerage commissions, hardware and physical vaults for storage of private keys, research expenses, data processing costs and expenses, bank service fees, interest expenses, borrowing charges, custodial expenses, outsourced risk management advisory and software, investment-related consultants and travel costs that are research-related and other investment expenses); (xlvi) any of the items listed in clauses (i) - (xlv) above relating to any investment, restructuring, taking public or private, disposition, transaction, project or other opportunity not consummated or otherwise not successful and/or that may have been offered to, or offered to but not taken by, co-investors, and/or for which an allocation, syndication or co-investment was believed necessary or beneficial in order to consummate such transaction (including co-investors’ proportionate share of any costs related to an investment or other opportunity not consummated); (xlvii) any organizational expenses; (xlviii) any placement fees; and (xlviii) any other costs approved by the advisory committee. The Private Funds also bear fees and expenses indirectly to the extent a portfolio investment (or intermediate entity) pays fees and expenses, including fees and expenses of Quiet and/or its affiliates and company-level fees and expenses not covered by the list of permissible expenses set forth in Offering Documents; the relative percentage of the fees, costs and expenses that are borne by various stakeholders (including the relevant Private Fund, any co-investors, portfolio investment management and other persons) is expected to depend upon the level at which such expenses are charged or incurred, and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt

of any direct benefits. Expenses charged at the level of a portfolio company or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Private Fund expenses in calculating the gross and net performance of the relevant Private Fund, and so Quiet expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio company or intermediate entity or capitalized into transaction costs. The inclusion of an expense category in a Private Fund’s Offering Documents will not impose on Quiet an obligation to charge an expense (or the full amount of that expense) to that Private Fund; instead, permitted expenses will be allocated and charged in Quiet’s discretion to the Private Fund(s) it deems appropriate. To the extent brokerage fees are incurred, they will be incurred in accordance with the general practices set forth in “Brokerage Practices.” In addition, Quiet generally engages one or more fund administrators or similar Service Providers to perform certain functions in relation to the Private Funds, which services typically include coordination of the Private Funds’ legal entity management function, anti-money laundering or “know your customer” diligence and investor verification services in connection with the onboarding, periodic refresh, and ongoing participation of investors in a Private Fund, execution and recordkeeping associated with applicable tax elections and filings, support for the valuation process and investor correspondence, investor data management and reporting requests as well as data collection required for various regulatory reporting with which the Private Funds are required to comply. These expenses related to such Service Provider employees are borne by the Private Funds. Quiet reserves the right to agree with Venture Partners, operating partners, joint venture or similar partners, Service Providers, portfolio company management or other persons that all or a portion of certain expense reimbursements, payments or other amounts owed to such persons relating to one or more investments will be paid in the form of a profits, participation or equity interest granted in the relevant investments or related intermediate entities. While such an arrangement is more favorable to the relevant Private Fund in that it does not involve an initial cash outlay for the payment of expenses, and could be further favorable to the relevant Private Fund if the investment does not increase in value, in the event of appreciation in the relevant investment any such profits, participation or equity interest generally would have a dilutive impact on the Private Fund’s investment, as well as the potential to result in economic gains to the recipient greater than the original amount of compensation, which in either case could be substantial. Quiet expects to be subject to potential conflicts of interest where certain administrative and other functions would not be chargeable to the Private Funds under the Advisory Agreements if performed by Adviser Personnel, but third parties performing the same services generally would be chargeable to the Private Funds thereunder, and outsourcing to third parties effectively enables Quiet and its affiliates to reduce its personnel compensation costs. In some circumstances, such persons (including, without limitation, Venture Partners) are expected to request that the amount of fees payable in relation to their services instead be directed to a third party and in these cases the relevant Private Fund will bear such amount as a permissible expense to the same extent as if it were paid to the consultant itself. With respect to co-investments, co-investments typically involve investment and disposal of interests in the applicable portfolio investment at the same time and on the same terms as the Private Fund making the investment. However for strategic and other reasons, a co-investor or

co-invest vehicle (including a co-investing Private Fund) is permitted to purchase a portion of an investment from one or more Private Funds after such Private Funds have consummated their investment in the portfolio investment (also known as a post-closing sell-down or transfer), which generally will have been funded through Private Fund investor capital contributions and/or use of a Private Fund credit facility. Any such purchase from a Private Fund by a co-investor or coinvest vehicle generally occurs shortly after the Private Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Private Fund’s initial purchase. Where appropriate, and in Quiet’s sole discretion, Quiet reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Private Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Private Fund. The general partner of a Private Fund is permitted to create SPVs or similar structuring vehicles for purposes of accommodating certain tax, legal and regulatory considerations of investors. In the event the general partner creates an SPV, consistent with the Offering Documents of the Private Fund, the expenses related to its organization and formation and other expenses incurred solely for the benefit of the SPV will typically be borne by the SPV, and indirectly, the investors thereof. In addition, expenses of the types borne by a Private Fund but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in the Private Fund (including, without limitation, expenses of accounting and tax services, but not any taxes imposed directly on such feeder fund or similar vehicle) potentially will be borne by the Private Fund and indirectly, the investors thereof (even if such investors do not participate in any such feeder fund or similar vehicle). Allocation of Expenses Quiet will be required to decide whether certain fees, costs and expenses should be borne by Quiet, a Private Fund, a portfolio company, co-investors and/or a third party (each, an “Allocable Party”) and if so, how such fees, costs and expenses should be allocated among the relevant Allocable Parties. Certain fees, costs and expenses may be the obligation of one particular Allocable Party and in such case generally will be borne by such Allocable Party. Fees, costs and expenses also are permitted to be allocated among multiple Allocable Parties. Quiet allocates fees, costs and expenses in accordance with a Private Fund’s Offering Documents. To the extent not addressed in the Offering Documents of a Private Fund, Quiet will make allocation determinations among Allocable Parties in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation (which such methodologies may include pro rata allocation based on the respective capital commitments of a Private Fund, number of Allocable Parties actually or potentially receiving related benefits, pro rata allocation based on the respective investment (or anticipated investment) of an Allocable Party in an investment, relative benefit received by an Allocable Party, proportionately in accordance with Private Fund size (including amount of remaining committed capital), asset size or fair value, number of investors, number of investments, number of users, or in certain cases determining whether a particular expense has a greater benefit to a Private Fund or Quiet and/or its affiliates

or such other equitable method as determined by Quiet in its sole discretion) and these methods will vary depending on the type of expense. Further, Quiet reserves the right to consider each relevant Private Fund’s strategy as a component of its allocation of investment expenses. Quiet may make any corrective allocations and take any mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable. For certain operational, research and/or infrastructure expenses, Quiet will generally apply an allocation methodology to each client based on investment strategy, individual supervised person’s estimated time, and/or assets under management. Notwithstanding the foregoing, the portion of an expense allocated to a Private Fund for a particular service will not always reflect the relative benefit derived by such Private Fund from that service in any particular instance and Quiet is permitted to determine an allocation of expenses to be fair and equitable even where a Private Fund is required to bear more than its proportional share of such fees or expenses relative to other Allocable Parties receiving the same service or participating in the same transaction. The inclusion of an expense category in a Private Fund’s Offering Documents will not impose on Quiet an obligation to charge an expense (or the full amount of that expense) to that Private Fund; instead, permitted expenses will be allocated and charged in Quiet’s discretion to the Allocable Parties it deems appropriate. The Private Funds generally are expected to have different expense reimbursement terms, including with respect to Advisory Fee offsets, which are expected in certain cases to result in the Private Funds bearing different levels of expenses with respect to the same investment. As a result, the consideration of which Allocable Party will bear an expense is in certain circumstances expected to result in Quiet determining that it is equitable for a Private Fund to bear more than its pro rata portion of certain fees, costs and expenses (including Dead Deal Costs (as defined below)). Quiet’s discretion in making such determination creates a potential conflict of interest as Quiet potentially will have an incentive to allocate expenses to a particular Private Fund over another Private Fund or other co-investor. In addition, a Private Fund will bear more or less of a particular expense based on the methodology used, and a Private Fund will bear more or less of a particular expense based on the number of Allocable Parties Quiet selects to bear the expense in its initial allocation determination. When making expense allocation determinations, Quiet generally will consider allocating an expense to one or more Allocable Parties that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Allocable Parties that were not in existence or otherwise identified as Allocable Parties at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases Quiet will not re-allocate the expense to each such future Allocable Party, and such future Allocable Part(ies) will benefit (or benefit disproportionately) the expense of other Allocable Parties, including the Private Funds. Expenses charged at the level of a portfolio investment or intermediate entity, or capitalized into the cost of a transaction, generally will not be reflected as Private Fund expenses in calculating the gross and net performance of a Private Fund, and so Quiet expects to be subject to potential conflicts of interest in determining whether certain expenses should be charged to the portfolio investment or intermediate entity or capitalized into transaction costs. Quiet reserves the right

to charge fees and expenses to portfolio investments, capitalize fees and expenses into the cost basis of a transaction, or to the extent necessary or desirable for operational, administrative, tax or other reasons, charge fees and expenses at the level of an intermediate holding company between a Private Fund and the portfolio investment. A Private Fund’s expense load over any period or on an overall basis may exceed expectations. There may be occasions when one Allocable Party (the “Payor Allocable Party”) pays an expense common to multiple Allocable Parties (the “Allocated Parties”) (e.g., legal expenses for a transaction in which multiple funds and/or co-investors participate). On such occasions, each Allocated Party will reimburse the Payor Allocable Party for its share of such expenses, generally without interest, promptly after the payment is made by the Payor Allocable Party. In addition, there may be occasions where a Private Fund procures borrowing through a subscription line or credit facility in order to make an investment, syndicating out a portion of the investment to another Allocable Party. Subject to the Offering Documents, the borrowing Private Fund will bear the entire cost of interest from the borrowing, even though the investment may ultimately be made by other Allocable Parties. Furthermore, while highly unlikely, it is possible that one of the Allocated Parties could default on its obligation to reimburse the Payor Allocable Party. Quiet is permitted to enter into arrangements with Venture Partners as well as other third-party advisers and consultants who provide services relating to deal-sourcing and investment opportunities, for which such Venture Partners, advisers and consultants are paid compensation, allocated a portion of the Performance Allocation, or paid other fees and/or are reimbursed for certain expenses. Any fees and expenses associated with such investment opportunities will be allocated to the applicable Private Fund(s), consistent with the allocation process described above. For more information on Quiet’s use of Venture Partners, please refer to “Venture Partners; Providers of Operations Support” in Item 11. Co-Investment Vehicle Fees and Expense Allocation In certain cases, a co-investment vehicle, or other similar vehicle established to facilitate the investment by investors to invest alongside the Private Fund may be formed in connection with the consummation of a transaction. Consistent with the Offering Documents of a Private Fund, in the event a co-investment vehicle is created to invest alongside a Private Fund, certain expenses (including those related to its organization and formation and other expenses incurred solely for the benefit of the co-investment vehicle, as well as fees and expenses incurred in connection with making and holding an investment) are generally borne by the investors in such co-investment vehicle. In addition, a co-investment vehicle will also generally bear its pro rata portion of expenses incurred in connection with the making of an investment including all expenses outlined above. Unless Quiet determines otherwise in its sole discretion or subject to negotiations with a particular co-investor, in general neither co-investment vehicles nor co-investors will bear any costs, fees or expenses relating to a proposed but not consummated transaction (“Dead Deal Costs”), even if a co-investment vehicle has been formed for the purpose of investing in the proposed transaction or if co-investors have otherwise committed to invest in the proposed

transaction and regardless of the anticipated investment allocation between the relevant Private Funds and co-investment vehicles. It is also possible that a co-investor will not agree to share expenses with a Private Fund if a transaction is not consummated. As a result, Dead Deal Costs are generally borne by the Private Fund or Private Funds selected by Quiet as proposed investors for such proposed transaction which will result in the Private Fund bearing more than its pro rata share of Dead Deal Costs. Similarly, co-investment vehicles (and co-investors) are not typically allocated any share of break-up fees received in connection with such an unconsummated transaction. Quiet will have sole discretion in determining the particular allocation of costs, fees and expenses among Private Funds and co-investors or co-investment vehicles. This discretion creates a potential conflict of interest as Quiet may have an incentive to allocate expenses to a particular Private Fund over another Private Fund because, for example, different Private Funds have different fee arrangements, and Quiet would have an incentive to allocate fewer expenses (including Dead Deal Costs) to higher fee paying vehicles. Dead Deal Costs may include, among other things, legal, accounting advisory, consulting, expert network or other third-party expenses (including amounts payable to Operations Support Providers (as defined in Item 11 below) and other third parties), any travel and travel-related expenses, all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment (including commitment fees), any break-up fees, reverse termination fees, topping, termination or other similar fees, costs of negotiating co-investment documentation (including non-disclosure agreements with counterparties), the costs from onboarding (i.e., KYC) investment entities with a financial institution, commitment fees that become payable in connection with a proposed investment, expenses incurred in connection with any tax audit, investigation, settlement or review of the Private Funds. Extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. Any fees and expenses incurred in connection with the organization of a co-investment vehicle (including fees and expenses related to negotiating the governing documents of such coinvestment vehicle as well as fees and expenses described above) that is expected to invest alongside the Private Funds in an investment are expected to be borne by the Private Funds to the extent such co-investment vehicle does not ultimately make such investment, whether or not such investment is consummated by the Private Funds. Certain of the Private Funds will incur certain ongoing expenses that benefit a co-investment vehicle or co-investor (for instance, insurance premiums). In such instances, these ongoing expenses will be borne solely by the applicable Private Fund or Private Funds and will not be borne by any benefiting co-investment vehicle or co-investor. In addition, Quiet and its affiliates have discretion to (i) receive performance-based compensation, Advisory Fees or similar fees from co-investors and (ii) collect customary fees in connection with actual or contemplated investments that are subject to co-investment arrangements.

Performance Allocation Payments Please see Item 6 below regarding Performance Allocation that Private Funds may pay.

Quiet has Private Funds with varying Carried Interest terms (including amount, timing, waterfall conditions or other terms, including waived or reduced Carried Interest for certain Private Funds, coinvestment vehicles and investors) and/or Adviser Personnel are assigned varying percentages of Carried Interest from the Private Funds. Therefore, Quiet and such personnel are subject to potential conflicts of interest when they are involved in identifying investment opportunities as appropriate for Private Funds from which they are entitled to receive a higher Carried Interest percentage. Quiet seeks to address the potential for conflicts of interest in these matters with allocation policies that provide that transactions and investment opportunities will be allocated to the Private Funds in accordance with each Private Fund’s investment guidelines and Advisory Agreements, as well as other factors that do not include the amount of performance-based compensation received by Quiet or any personnel. Performance Allocation arrangements create an incentive for the Firm to recommend investments which may be riskier or more speculative than those which the Firm would recommend under a different arrangement, or to disproportionately allocate time, service or functions to Private Funds paying Performance Allocation at a higher rate, or to allocate investment opportunities to such Private Funds. The Firm addresses these potential conflicts of interest by reviewing each Private Funds’ objective, strategy and investment guidelines alongside the Firm’s recommendations. Quiet also generally considers performance-based compensation to better align its interests with those of its investors, particularly in instances where the Advisory Agreements include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals.

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

Investment Strategies Venture, Growth and Private Equity Investments Quiet seeks to optimize for strong risk-adjusted returns while being committed to helping portfolio investments accelerate their growth and build long-term, sustainable value. Quiet’s multi-strategy platform operates with a flexible mandate to opportunistically capitalize on its deal flow and investment expertise. A relationship-based investment perspective builds lasting strategic partnerships focused on building the next generation of successful companies. Quiet partners directly with management teams to develop a vision for growth and determine the capabilities and investment necessary to support success. With respect to venture and growth opportunities, Quiet provides investors with differentiated access to compelling, early and growth stage, venture-backed technology companies. This strategy seeks to build a best-in-class portfolio of private businesses. Quiet sources and invests through proprietary primary and secondary channels, where network, knowledge, and capital create an asymmetric investment profile. Quiet focuses on high growth, capital efficient, category leading, private companies with defensible margin structures and a path to profitability.

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

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

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

difficulty of enforcing legal rights in a non-U.S. jurisdiction; (e) civil disturbances; (f) government instability; and (g) nationalization and expropriation of private assets. Moreover, non-U.S. companies may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those that apply to U.S. companies. Public Company Holdings Certain Private Funds’ investment portfolio will contain debt and/or equity securities issued by publicly held companies. Such investments are expected to subject a Private Fund to risks that differ in type or degree from those involved with investments in privately held companies. Such risks, without limitation, include greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of a Private Fund to dispose of such securities at certain times, increased likelihood of shareholder litigation and insider trading allegations against such companies’ executives and board members, including the principals, and increased costs associated with each of the aforementioned risks. Material Non-Public Information As a result of the extensive operations of Quiet and its affiliates, as well as in connection with officerships, directorships or relationships of Adviser Personnel, Quiet frequently comes into possession of confidential or material, non-public information. Therefore, Quiet and its affiliates potentially have access to material, non-public information that may be relevant to an investment decision to be made by a Private Fund. Consequently, a Private Fund may 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 Quiet’s internal policies. Due to these restrictions, a Private 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. To minimize the impact of such restrictions, a Private Fund may elect not to receive material, non-public information in certain situations in which such an election is available. Risks Inherently Associated with Technology Companies Technology companies, including AI companies, often face specific risks which a Private Fund will also be exposed to by concentrating its investment strategy in such companies. Such risks typically include: (1) rapidly changing science and technologies; (2) new competing products and improvements in existing products which may quickly render existing products or 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 technology sector. Many potential portfolio investments 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 a Private Fund or a portfolio investment 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 investment’s technologies. Piracy may

adversely affect portfolio investment revenue and its impact on revenue from outside the U.S. may particularly be significant in countries where laws are less protective of intellectual property rights. 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 investments. It will be imperative that a portfolio investment continues to improve its current products and develop new ones; accordingly, research and development is a key undertaking for the portfolio investment. 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 a portfolio investment. 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 a portfolio investment may exceed budgeted amounts. Furthermore, certain force majeure events (including acts of God, fire, flood, earthquakes, war, terrorism, pandemics, AI becoming self-aware and labor strikes) would likely adversely impact a portfolio investment. The cost of repairing or replacing assets damaged by a force majeure event could be considerable. In addition, repeated or prolonged service interruptions resulting from a force majeure event may cause a permanent loss of a portfolio investment’s assets (including the AI itself). The occurrence of a force majeure event may, directly or indirectly, have a material adverse effect on a Private Fund and/or a portfolio investment. Risks Relating to Due Diligence of and Conduct at Portfolio Investments; Expedited Transactions Before making investments, Quiet will typically conduct such due diligence as it deems reasonable and appropriate based on the known facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, technical, environmental, regulatory and legal issues. Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and circumstances related thereto and Quiet may rely on the advice received from such third parties. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to Quiet’s reduced control of the functions that are outsourced. In addition, if Quiet is unable to timely engage third-party providers, its ability to evaluate and acquire more complex targets could be adversely affected. Investment analyses and decisions by Quiet will often be undertaken on an expedited basis in order for a Private Fund to compete for investment opportunities and/or consummate investments. In such cases, the information available to Quiet at the time of an investment decision may be limited, and Quiet may not have access to the detailed information necessary for a full evaluation of the investment opportunity. The due diligence investigation carried out with respect to any investment opportunity will not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment

opportunity. Moreover, such an investigation will not necessarily result in an investment being successful or even ensure a return on invested capital. Investments Longer than Term A Private Fund may make investments that may not be advantageously disposed of, or have liabilities that may not be resolved, prior to the date that a Private Fund is dissolved, either by expiration of a Private Fund’s term or otherwise. Although Quiet expects that investments will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution and Quiet has a limited ability to extend the term of a Private Fund, a Private Fund may sell, distribute or otherwise dispose of investments or resolve litigation or other contingent liabilities at a disadvantageous time as a result of dissolution. In addition, there can be no assurances with respect to the timeframe in which the winding up and the final distribution of proceeds to the investors will occur. Subscription Line and Private Fund-Level Borrowing The Private Funds expect to enter into a subscription line with one or more lenders in order to finance its operations (including the acquisition, financing or refinancing of the Private Funds’ investments and the payment of expenses) as well as to consolidate or make less frequent capital calls to limited partners. Private Fund-level borrowing subjects limited partners to certain risks and costs. For example, because amounts borrowed under a subscription line typically are secured by pledges of the general partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital directly to the Private Fund’s lenders and/or contribute capital on an accelerated basis if the Private Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder. Moreover, any limited partner claim against a Private Fund would likely be subordinate to the Private Fund’s obligations to a subscription line’s creditors. The subscription line also can be secured by other collaterals, including a Private Fund’s investments. In addition, Private Fund-level borrowing will result in additional expenses that will be borne by limited partners. 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, as well as expenses relating to maintaining, renegotiating, refinancing, amending or terminating the facility. Because a subscription line’s interest rate is typically based in part on the creditworthiness of the limited partners and the terms of the limited partnership agreement, it may be higher than the interest rate a limited partner could obtain individually. To the extent a particular limited partner’s cost of capital is lower than the Private Fund’s cost of borrowing, Private Fund-level borrowing can negatively impact a limited partner’s overall individual financial returns even if it increases the Private Fund’s reported returns. Calculations of performance in respect of a Private Fund as used in marketing and reported to limited partners

are generally based on the payment date of capital contributions received from limited partners and not the date of an investment by the Private Fund. This treatment also applies in instances where a Private Fund utilizes borrowings under the Private Fund’s subscription line in advance of receiving capital contributions from limited partners to repay any such borrowings and related interest expense. Conflicts of interest have the potential to arise in that the use of Private Fundlevel borrowing typically delays the need for limited partners to make contributions to the Private Fund, which generally enhances the Private Fund’s return calculations and thereby increases the likelihood that the preferred return component of the Private Fund’s performance allocation waterfall will be met, and generally benefits the marketing efforts of the general partner and its affiliates. A portfolio investment financing from a subscription line, rather than from a Private Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the relevant amount has been drawn for an extended period of time. In other circumstances the use of Private Fund-level borrowing can increase the base of a Private Fund’s Advisory Fee calculation, such as during periods where Advisory Fees are based in whole or in part on an acquisition cost that includes a borrowing component (including interest expenses). Because Advisory Fees are incurred whether an investment is financed through capital calls or borrowings, and a Private Fund’s preferred return typically does not accrue on outstanding borrowings, the relevant general partner has an incentive to cause the Private Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. The use of Private Fund-level borrowing arrangements, and the repayment or non-repayment thereof, can also influence the determination of the end of a Private Fund’s investment period, and cause or defer a related change in the basis of the relevant Private Fund’s Advisory Fee calculation under the Offering Documents. Certain co-investors (potentially including Service Providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners) are not expected to share in incurring such leverage, any related guarantees or the related costs and as a result a Private Fund will disproportionately bear the obligation, risk and/or costs of leverage arrangements. Conflicts of interest also have the potential to arise to the extent that a financing is used to make an investment that is later sold in part to co-investors (including one or more co-investing Quiet funds), as to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses. Co-investors nevertheless stand to receive the benefit of the use of the borrowing and neither the Private Fund nor its limited partners generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities of the Private Fund and the limited partners or impose additional obligations on them. For example, certain lenders or facilities are expected to impose restrictions on the general partner’s ability to consent to the direct or indirect transfer of a limited partner’s interest in the Private Fund or impose concentration or other limits on the Private Fund’s investments (and/or

financial or other covenants that could affect the implementation of the Private Fund’s investment strategy). In addition, in order to secure a subscription line, the general partner is often required to request certain financial information and other documentation from limited partners to share with lenders. The general partner will have significant discretion in negotiating the terms of any subscription line and may agree to terms that are not the most favorable to one or more limited partners. Private Fund-level borrowing involves a number of additional risks. For example, drawing down on a subscription line allows a Private Fund to make investments and pay expenses without calling capital, potentially for extended periods of time. To the extent provided in the limited partnership agreement, any such borrowing may remain outstanding for such time as the general partner deems appropriate, potentially including through disposition of such investment, and the interest expense and other costs of any such borrowings will be Private Fund expenses that may decrease net returns of the Private Fund. Calling a large amount of capital at once to repay the amount at the time outstanding under a subscription line could cause short-term liquidity concerns for limited partners that would not arise had the general partner called smaller amounts of capital incrementally over time as needed by the Private Fund. This risk would be heightened for a limited partner with commitments to other funds that employ similar borrowing strategies or with respect to other leveraged assets in its portfolio; a single market event could trigger simultaneous capital calls, requiring the limited partner to meet the accumulated, larger capital calls at the same time. The general partner is authorized to use Private Fund-level borrowing to pay Advisory Fees and to reimburse the general partner for expenses incurred on behalf of the Private Fund. The Private Funds are also permitted to utilize Private Fund-level borrowings when the general partner expects to repay the amount outstanding through means other than limited partner capital, including as a bridge for equity or debt capital with respect to an investment. If a Private Fund ultimately is unable to repay the borrowings through those other means, limited partners would end up with increased exposure to the underlying investment, which could result in greater losses. If an investment acquired with proceeds of such borrowing loses value, limited partners may be subject to capital calls to fund that loss as a Private Fund expense by repaying the credit facility, including related interest and expenses. Subject to the limitations in the limited partnership agreement, if any, this conflict of interest may incentivize the general partner to permanently fund the acquisition and ongoing capital needs of investments of the Private Fund and related expenses with the proceeds of such borrowings in lieu of drawing down capital contributions on an as-needed basis, and, accordingly, capital contributions to repay such borrowings may be required only at the time of the disposition of an investment (or never if principal and interest on such borrowings are repaid out of disposition proceeds). Investments in Companies with Smaller Capitalizations or Limited Coverage The Private Funds may invest in companies with smaller capitalizations. Investments in such companies may involve greater risk than is customarily associated with investments in companies with larger capitalizations. For example, smaller companies often have limited markets, and/or

financial resources, may be dependent for management on one or a few key persons, may lack substantial capital reserves, may not have established performance records and may be more susceptible to losses. In general, financial and operating risks confronting growth-stage companies and more mature expansion-stage companies are significant. Many emerging growth companies go out of business every year. It is difficult to know how companies will grow, if at all, or what changes may occur in the market. While targeted returns should reflect the perceived level of risk in any investment situation, there can be no assurance that the Private Fund will be adequately compensated for risks taken. The loss of an investor’s entire investment in the Private Fund is possible. The timing of profit realization is highly uncertain. Pandemic Risk Disease outbreaks that affect local economies or the global economy may materially and adversely impact the Private Funds. For example, uncertainties regarding the novel coronavirus (COVID-19) outbreak have resulted in serious economic disruptions. These types of outbreaks can be expected to cause severe decreases in core business activities such as manufacturing, purchasing, tourism, business conferences and workplace participation, among others. These disruptions lead to instability in the marketplace, including stock market losses and overall volatility, as has occurred in connection with COVID-19. In the face of such instability, governments may take extreme and unpredictable measures to combat the spread of disease and mitigate the resulting market disruptions and losses. Quiet has a business continuity plan reasonably designed to ensure that it maintains normal business operations, and that its Private Funds, portfolios and client assets are protected. However, in the event of a pandemic or an outbreak, there can be no assurance that Quiet or its Private Funds and Service Providers will be able to maintain normal business operations for an extended period of time or will not lose the services of key personnel on a temporary or long-term basis due to illness or other reasons. The full impacts, duration and costs of a pandemic or disease outbreaks are impossible to predict. Cybersecurity Risk Quiet depends on complex and interconnected information technology and communication systems to conduct business functions. These systems are subject to a number of different cyber threats and other risks that could adversely affect the Firm and the Private Funds. It is Quiet’s policy to maintain a security program which takes into account the administrative, technical and physical safeguards appropriate to the unique nature of the Firm. This security program is designed to protect the security and confidentiality of investor information, protect against any anticipated threats or hazards to the integrity of such information, and protect against unauthorized access to or use of such information. Despite these efforts, Quiet’s and the Private Funds’ internal computer systems, and those of third parties on which they rely (including vendors, contractors and other third-party partners that process information on their behalf or have access to their systems), are vulnerable to damage or interruption from computer viruses, malware, ransomware, phishing attacks and other forms of social engineering, denial-of-service

attacks, business email compromise, third party or employee theft or misuse and other negligent actions, natural disasters, terrorism, war, telecommunication and electrical failures, cyberattacks or cyber-intrusions, security incidents, network failures, and disruptions. Such incidents could cause a substantial business disruption or loss of security, integrity or availability of data that could prevent the Private Funds and Quiet from executing their investment strategy, or accessing an account, which could lead to financial losses. To the extent that any disruption or security breach were to result in a loss of or damage to Quiet’s or the Private Funds’ data or applications, or inappropriate disclosure of confidential or proprietary information, Quiet and the Private Funds could incur material legal claims and liability, substantial remediation costs, regulatory enforcement and penalties, reputational damage, additional compliance and remediation costs, increased insurance premiums or financial loss. Risk of AI As the Private Funds invest in portfolio investments in various technology sectors, one of the risks to the Private Funds of AI is related to Quiet identifying, or failing to identify, portfolio investments whose AI technology will ultimately prove successful. As the development of AI is in its nascent stages relative to other types of technology and there is significant uncertainty regarding regulation of AI, investment in AI companies is subject to heightened risk of loss of investment, relative to other types of investments in technology companies. In addition to the risks of AI related to the Private Funds’ investments, AI poses operational risks to Quiet and its portfolio investments. Quiet’s ability to use, manage and aggregate data, including data related to the use of AI tools, generated by AI may be limited by the effectiveness of its policies, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit Quiet’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI. While Quiet has certain policies relating to certain uses of third-party and open source AI tools, Quiet’s employees and consultants and a Private Fund’s portfolio investments will under certain circumstances use these tools, which poses additional risks relating to the protection of Quiet’s and such portfolio investments’ proprietary data, including the potential exposure of Quiet’s or such portfolio investments’ confidential information to unauthorized recipients and the misuse of Quiet’s or third-party intellectual property, which could adversely affect Quiet, a Private Fund or a Private Fund’s portfolio investments. For example, generative AI may be used improperly or inappropriately, lead to the contamination of Quiet’s proprietary information and render them unable to qualify for patent protection. Use of AI tools may result in allegations or claims against Quiet, a Private Fund or a Private Fund’s portfolio investments related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source software requirements. There can also be no assurance that the usage of AI will enhance any portfolio investment’s products or services or be beneficial to any portfolio investment’s businesses. Additionally, AI tools may produce inaccurate, misleading or incomplete responses that could lead to errors in Quiet’s and its employees’ and consultants’ decision-making, portfolio management or other business activities, which could have a negative

impact on Quiet or on the performance of a Private Fund and its portfolio investments. AI tools could also be used against Quiet, a Private Fund or a Private Fund’s portfolio investments in criminal or negligent ways. As the use and availability of AI tools has grown, the U.S. Congress and a number of U.S. federal and state agencies and non-U.S. governments have been examining the AI tools and their use in a variety of industries, including financial services, and have also proposed, and in a number of cases adopted, rules and regulations addressing the use of AI. Ongoing and future regulatory actions with respect to AI generally or AI’s use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of Quiet, a Private Fund or a Private Fund’s portfolio investments to utilize AI in the manner is has to-date, and may have an adverse impact on the ability of Quiet, a Private Fund or a Private Fund’s portfolio investments to continue to operate as intended. AI technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Private Funds invest, and any such changes could render Quiet’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of Quiet, the Private Funds and the portfolio investments make more efficient or extensive use of AI technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI technologies, which could adversely affect Quiet, the Private Funds, the portfolio investments and their operations. Additionally, Quiet, the Private Funds and the portfolio investments could be further exposed to the risks of AI technologies if third-party Service Providers or any counterparties, whether or not known to Quiet, use AI technologies in their business activities. Quiet will not be able to control the use of AI technologies in third-party products or services, including those provided by Quiet’s and its affiliates’ Service Providers. Additionally, Quiet and its personnel expect to use AI technologies in connection with Quiet’s business activities, including to support Quiet’s due diligence and investment activities.

Investments in the AI and Data Services Industry. In addition to the risks above with respect to AI generally, investments in AI-related companies are subject to additional risks. AI-related companies may have limited product lines, markets, financial resources or personnel. These companies face intense competition and potentially rapid product obsolescence, and many depend significantly on retaining and growing the consumer base of their respective products and services. Many of these companies are also reliant on the end-user demand of products and services in various industries that may in part utilize AI and/or data services. Further, many companies involved in, or exposed to, AIrelated businesses and data services may be substantially exposed to the market and business risks of other industries or sectors, and the Private Funds may be adversely affected by negative developments impacting those companies, industries or sectors. In addition, these companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. There can be no assurance that companies involved in AI and data services will be able to successfully protect their intellectual property to prevent the misappropriation of their technology, or that competitors will not develop technology that is substantially similar or superior to such

companies’ technology. AI and data services companies are potential targets for cyberattacks, which can have a materially adverse impact on the performance of these companies. In addition, the collection of data from consumers and other sources could face increased scrutiny as regulators consider how the data is collected, stored, safeguarded and used. AI and data services companies may face regulatory fines and penalties, including potential forced break-ups, that could hinder the ability of the companies to operate on an ongoing basis. AI companies typically engage in significant amounts of spending on research and development, and there is no guarantee that the products or services produced by these companies will be successful. AI and data services companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. In addition, The U.S. government has recently taken action against technology companies that could have a material impact on such technology companies. These actions include directing federal agencies to cease using technology developed by such companies, designating such companies as a “supply-chain risk,” and prohibiting government contractors from utilizing the company’s AI tools or conducting any business with the company. The decision with respect to certain technology companies demonstrates the willingness of the current administration to use supply-chain risk designations, previously confined to hardware, telecommunications, and companies owned by U.S. adversaries, against U.S. technology companies. Portfolio investments that develop, deploy, or rely upon AI technologies could be subject to similar actions in the future, particularly if they impose contractual restrictions on the government’s use of their products. Companies subject to such designations may indicate their intention to challenge these actions in court. The long-term impact on affected technology companies and any other company that becomes subject to similar actions in the future is difficult to predict. These kinds of governmental actions and designations pose a risk to the Private Funds’ investments. Such actions may also alter the AI technology market more broadly, by for example, shifting competitive dynamics, affecting pricing, increasing costs and reducing optionality. Environmental, Social and Governance (“ESG”) Quiet has adopted an ESG policy, and intends to apply such policy to a Private Fund’s investment activities, consistent with and subject to its fiduciary or similar duties and applicable legal, regulatory, and contractual requirements. Certain ESG factors, such as environmental risks and incidences, workplace safety and diversity, could have a material effect on the return and risk profile of the investment. The act of selecting and evaluating material ESG factors is subjective by nature, Quiet may be subject to competing demands from different investors and other stakeholder groups with divergent views on ESG matters, including the role of ESG factors in the investment process, and there is no guarantee that the criteria utilized or judgment exercised by Quiet or any judgment exercised by Quiet will reflect the views, internal policies or preferred practices of any particular investor or other asset managers or with market trends. To the extent material ESG issues are identified, Quiet’s ESG policy may cause a Private Fund not to make an investment that it would have made or to make a management decision with respect to an

investment differently than it would have made in the absence of its such policy. Additionally, ESG factors are only some of the many factors Quiet may consider in making an investment. Although Quiet views the consideration of ESG factors to be an opportunity to enhance or protect the performance of its investments over the long-term, Quiet cannot guarantee that its ESG policy, which depends in part on qualitative judgments, will positively impact the financial or ESG performance of any individual investment or a Private Fund as a whole. Further, ESG integration and responsible investing practices as a whole are evolving rapidly and there are different frameworks, methodologies, and tracking tools being implemented by other asset managers. Therefore, Quiet’s approach to ESG integration, including to the extent a Private Fund engages with portfolio investments on ESG-related practices and potential enhancements thereto, may not align with the approach used by other asset managers or preferred by prospective investors or with market trends. Successful engagement efforts on the part of Quiet will depend on Quiet’s or any relevant third-party advisor’s ability to engage with the relevant instrument and skill in properly identifying and analyzing material ESG and other factors and their value, and there can be no assurance that the strategy or techniques employed will be successful. In addition, Quiet’s ESG policy may change over time. It is possible that market dynamics or other factors will make it impractical, inadvisable or impossible for Quiet to adhere to all elements of Quiet’s investment strategy, including ESG considerations, whether with respect to one or more individual investments or to a Private Fund’s portfolio generally. Similarly, in evaluating a company, Quiet often depends upon information and data provided by the company or obtained via third-party reporting or advisors, which may be incomplete or inaccurate and could cause Quiet to incorrectly identify, prioritize, assess, or analyze the company’s ESG practices and/or related risks and opportunities. Further, Quiet is not obligated to produce such reports. Quiet does not intend to independently verify certain of the ESG information reported by investments of a Private Fund, and may decide in its discretion not to utilize, report on, or consider certain information provided by such investments. Further, Quiet is not obligated to produce such reports. Finally, there is also growing regulatory interest, particularly in the U.S., United Kingdom, and European Union (which may be looked to as models in growth markets), in improving transparency around how asset managers define and measure ESG performance, in order to allow investors to validate and better understand sustainability claims. A Private Fund’s ESG program could become subject to additional regulation in the future, and a Private Fund cannot guarantee that its current approach will meet future regulatory requirements. Quiet could become subject to additional regulation in the future, which could result in significant costs, potential liabilities and operational and legal obligations. Moreover, in recent years “anti-ESG” sentiment has gained momentum across the U.S., with several states, the executive branch and federal agencies, and Congress having proposed, enacted, or indicated an intent to pursue “anti-ESG” policies, legislation, or initiatives, issued related legal opinions, and pursued related investigations and litigation. Additionally, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives, and associations, including organizations advancing action to address ESG matters, climate change or climate- related risk. Anti-ESG policies, legislation, initiatives, legal opinions, and scrutiny could result in Quiet facing additional compliance obligations, becoming the subject

of investigations, enforcement actions, or litigation, or sustaining reputational harm, or require certain investors to divest or discourage certain investors from investing in the Private Funds. Non-Controlling Investments A Private Fund is expected to hold meaningful minority stakes in privately held companies and in some cases may have limited minority protection rights. In addition, during the process of exiting investments, a Private Fund at times may hold minority equity stakes of any size such as might occur if portfolio investments are taken public. As is the case with minority holdings in general, such minority stakes that a Private Fund may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. Where a Private Fund holds a minority stake, it may be more difficult for a Private Fund to liquidate its interests than it would be had a Private Fund owned a controlling interest in such company. Even if a Private Fund has contractual rights to seek liquidity of a Private Fund’s 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 a Private Fund, especially in cases where the interests of the other investors in such company have different business and investment objectives and goals. Hedging Arrangements; Related Regulations Quiet is authorized to (but is not obligated to) endeavor to manage a Private Fund’s or any portfolio investment’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and appropriate. A Private Fund may incur costs related to such hedging arrangements, which may be undertaken in exchange-traded or over-the-counter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. In some cases, particularly in OTC contexts, hedging arrangements will subject a Private Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Private Fund to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements may create for Quiet and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (“CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Private Fund or a portfolio investment to hedge its exposures becomes limited by such requirements. Hedging arrangements in which a Private Fund enters may expose the Private Fund to other risks, including leverage risk, hedging risk, correlation risk, funding risk, operational risk and legal and documentation risk. Additionally, the tax rules applicable to hedging arrangements are

complicated and could lead to incremental tax exposure even where an effective hedge is available. Derivatives markets are now subject to extensive regulation in a number of jurisdictions, which is continuing to be implemented, including (a) pursuant to Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (“EMIR”), Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (“MIFID II”) and Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (“MIFIR”), including as implemented in the U.K. pursuant to applicable legislation, and retained and amended from time to time and (b) in the US under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Regulatory obligations applicable to parties to derivative contracts include the mandatory clearing of certain classes of OTC derivative contracts and mandatory collateral exchange for certain uncleared derivatives as well as reporting requirements and other transparency obligations. The cost to parties of complying with such regulations may increase the costs of hedging arrangements to a Private Fund and may reduce liquidity in the derivatives markets. The increased costs may affect the performance of a Private Fund and therefore the return to investors. Emerging Markets In addition to the risks associated with investments outside of the United States, investments in emerging markets (i.e., the developing countries) may involve additional risks. Emerging markets generally are not as efficient as those in developed countries. In some cases, a market for the security may not exist locally, and transactions will need to be made on a neighboring exchange. Volume and liquidity levels in emerging markets are lower than in developed countries. When seeking to sell emerging market securities, little or no market may exist for the securities. In addition, issuers based in emerging markets are not generally subject to uniform accounting and financial reporting standards, practices, and requirements comparable to those applicable to issuers based in developed countries, thereby potentially increasing the risk of fraud or other deceptive practices. Furthermore, the quality and reliability of official data published by the government or securities exchanges in emerging markets may not accurately reflect the actual circumstances being reported. The issuers of some non-U.S. securities, such as banks and other financial institutions, may be subject to less stringent regulations than would be the case for issuers in developed countries and therefore potentially carry greater risk. Custodial expenses for a portfolio of emerging markets securities generally are higher than for a portfolio of securities of issuers based in developed countries. Many of the laws that govern private and foreign investments, securities transactions, creditors’ rights, and other contractual relationships in non-U.S. countries, particularly in developing countries, are new and largely untested. As a result, the Private Funds may be subject to a number of unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear, and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs characteristic of developed markets, and lack of enforcement of existing regulations. Regulatory

controls and corporate governance of companies in developing countries may confer little protection for investors. Anti-fraud and anti-insider trading legislation is often rudimentary. The concept of fiduciary duty is also limited when compared to such concepts in developed country markets. In certain instances, management may take significant actions without the consent of investors. There can be no assurance that this difficulty in protecting and enforcing rights will not have a material adverse effect on a Private Fund and its operations. Furthermore, it may be difficult to obtain and enforce a judgment in certain non-U.S. countries in which assets of the Private Funds are invested. Fixed-Income Securities Certain Private Funds may invest in bonds or other fixed-income securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities. The value of fixed income securities (including sovereign debt instruments) in which such Private Funds will invest will change in response to fluctuations in interest rates. In addition, the value of certain fixed-income securities can fluctuate in response to perceptions of credit worthiness, political stability, or soundness of economic policies. Valuations of other fixed-income instruments may fluctuate in response to changes in the economic environment that may affect future cash flows. Except to the extent that values are independently affected by currency exchange rate fluctuations, when interest rates decline, the value of fixed-income securities generally can be expected to rise. Conversely, when interest rates rise, the value of fixed-income securities generally can be expected to decline. The longer a debt security’s duration, the more sensitive such debt security is to this risk. Currency Certain Private Funds may invest a portion of their assets in instruments denominated in currencies other than the U.S. dollar, the price of which is determined with reference to currencies other than the U.S. dollar. In such circumstances, client accounts will, however, be valued in U.S. dollars. To the extent unhedged, the value of the assets will fluctuate with U.S. dollar exchange rates as well as the price changes of investments in the various local markets and currencies. Thus, an increase in the value of the U.S. dollar compared to the other currencies will reduce, all other economic factors being constant, the effect of increases and magnify the effect of decreases in the prices of the account’s securities in their local markets. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect on non-U.S. dollar securities. To the extent permitted, certain Private Funds also may, but does not expect to regularly do so, utilize options and forward contracts to hedge against currency fluctuations, but there can be no assurance that such hedging transactions will be effective. Scrutiny and Certain Effects of Potential Regulatory Changes There continue to be discussions regarding enhanced governmental scrutiny and/or regulation of the venture capital and private equity industry. There can be no assurance that any such scrutiny or regulation will not have an adverse impact on a Private Fund’s activities, including the ability of a Private Fund to effectively and timely address such regulations, implement operating

improvements or otherwise execute its investment strategy or achieve its investment objectives. The combination of such scrutiny of venture capital and private equity firms (along with other alternative asset managers) and their investments by various politicians, regulators and market commentators, and the public perception that certain alternative asset management companies, including venture capital and private equity firms, contributed to downturns and/or volatility in the U.S. and global financial markets, may complicate or prevent a Private Fund’s efforts to structure, consummate and/or exit investments, both in general and relative to competing bidders outside of the alternative asset space. As a result, a Private Fund may invest in fewer transactions or incur greater expenses, litigation risk or delays in completing or exiting investments, and/or lower proceeds on the dispositions of investments than it otherwise would have. Additionally, a Private Fund may be required to incur additional costs and expenses in implementing structural changes in the conduct of a Private Fund’s business, including to establish greater presence in certain jurisdictions in which a Private Fund invests or proposes to invest, and a Private Fund may also become directly or indirectly subject to additional tax liabilities. The foregoing may make it less attractive or impractical to continue to invest in one or more jurisdictions, and such additional scrutiny may divert Quiet’s time, attention and resources from portfolio management activities. In light of the regulatory environment in which Quiet and the Private Funds operate and the regulations applicable to private investment funds and their investment advisers, it has become increasingly expensive and time-consuming for Quiet and its affiliates to comply with such regulatory reporting and compliance-related obligations. Any increases in the regulations applicable to private investment funds generally or a Private Fund or Quiet in particular may result in increased expenses associated with a Private Fund’s activities and additional resources of Quiet being devoted to such regulatory reporting and compliancerelated obligations, which may reduce overall returns for investors in a Private Fund or have an adverse effect on the ability of a Private Fund to effectively achieve its investment objective. Increased reporting, registration and compliance requirements may divert the attention of personnel and the management teams of Quiet, and may furthermore place the Private Funds at a competitive disadvantage to the extent that Quiet is required to disclose sensitive business information. As private equity firms and other alternative asset managers become more influential participants in the U.S. and global financial markets and economy generally, the private equity industry has been subject to criticism by some politicians, regulators and market commentators. In addition, there have been governmental investigations and lawsuits over whether certain club deals or consortium bids constituted an illegal attempt to collude and drive down the prices of acquisitions. Consortium bids are deals in which two or more unaffiliated entities either provide equity financing or divide the target business being acquired. These transactions can range in size from the large private equity club deals in which the target remains intact to much smaller deals in which a target is broken up and sold to multiple strategic buyers. Private fund firms that engage in potentially anti-competitive practices in an otherwise permissible and lawful club deal could be liable for monetary damages to former shareholders of target companies and could be subject to U.S. Department of Justice investigation and civil and criminal prosecution resulting in fines.

There can be no assurance that the Private Funds will not be subject to third party litigation and/or investigations involving consortium bids. Elements of organized labor and other representatives of labor unions have embarked on a campaign targeting private equity firms on a variety of matters of interest to organized labor, including with respect to affording favorable treatment or significant deference to organized labor and labor unions in dealings with portfolio investments. There can be no assurance that the foregoing will not have an adverse impact on Quiet or a Private Fund or otherwise impede a Private Fund’s activities. Reliance on the General Partner, Professionals and Personnel Control over the operation of the Private Funds, including decisions with respect to structuring, negotiating, purchasing, financing and divesting investments, will be vested with the relevant general partner, and limited partners generally have no right or power to take part in the management of the Private Funds. Consequently, limited partners will be relying on the ability of the relevant general partner to locate and evaluate the investments to be made by the Private Fund. The success of the Private Funds will depend in large part on the skill and expertise of Quiet’s investment professionals and other personnel. There can be no assurance that such personnel will continue to be associated with or remain in the same roles at Quiet, and a loss of the services of any such personnel for any reason and for any period of time could impair Quiet’s ability to implement its investment program or avoid losses. In light of ever increasing competition among alternative asset firms, financial institutions, fund sponsors and other industry participants (including portfolio companies) for hiring and retaining qualified personnel, there can be no assurance that any personnel will continue to be associated with, or remain in the same roles, at Quiet. Reliance on Portfolio Company Management The success of many of a Private Fund’s portfolio companies will be heavily dependent on the management of such portfolio companies. Each portfolio company’s day-to-day operations will be the responsibility of such portfolio company’s management team. Additionally, the relevant general partner generally will establish the capital structure of companies in which a Private Fund invests on the basis of financial projections for such companies, which will contain significant judgment and input from the portfolio company management team. Although the general partners will be responsible for monitoring the performance of each portfolio company, and the Private Funds generally intend to invest in portfolio companies with strong management or recruit strong management to such portfolio companies, there can be no assurance that a portfolio company’s management team will be able or willing to successfully operate a portfolio company in accordance with the relevant Private Fund’s objectives. It is generally expected that portfolio companies will need to attract, retain and develop executives and members of their management teams. There can be no assurance that the management team of a portfolio company in place on the date of a Private Fund’s investment in such portfolio company will remain the same or continue to be affiliated with such portfolio company throughout the period in which such portfolio company is held by the Private Fund. There can be no assurance that

portfolio companies will be able to attract, develop, integrate and retain suitable members of its management team, and, as a result, a Private Fund may be adversely affected thereby. Limited Access to Information; Confidentiality Limited partners’ rights to information regarding a Private Fund, the relevant general partner or Quiet generally will be specified, and in many cases strictly limited, by the governing documents. In particular, it is anticipated that the general partner and its affiliates will obtain certain types of material information from or relating to the Private Fund’s investments that will not be disclosed to limited partners because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of Quiet’s control. Decisions by Quiet or its affiliates to withhold information may have adverse consequences for limited partners in a variety of circumstances. For example, a limited partner that seeks to transfer its interest in the Private Fund may have difficulty in determining an appropriate price for such interest. Decisions to withhold information may also make it difficult for a limited partner to monitor Quiet and its performance. Additionally, it is anticipated that limited partners that designate representatives to participate on the Private Fund’s advisory committee generally will, by virtue of such participation, have more or earlier information about the Private Fund and its investments in certain circumstances than other limited partners. Limited partners generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the Private Fund succeeds in asserting confidentiality for requested documents and other materials, and Quiet reserves the right to withhold certain information from investors subject to such laws for reasons relating to Quiet’s public reputation, business strategy or other reasons. Notwithstanding the foregoing, or the provision of any Private Fund’s governing documents, Quiet will not as a matter of policy interpret any Private Fund’s confidentiality or information rights provisions to: (i) prohibit any limited partner from reporting possible violations of applicable law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation; or (ii) require any limited partner to provide notification that it has made such reports or disclosures. Changes in Tax Law All statements contained herein concerning the U.S. federal income tax (or other tax) consequences of an investment in a Private Fund are based on existing law and interpretations thereof. Changes in and/or the enactment of new U.S. federal income (and other) tax laws, regulations or other administrative guidance and interpretations thereof could occur during the life of a Private Fund. Both the level and basis of taxation may change. Any such tax developments could materially affect the tax consequences of a limited partner’s investment in a Private Fund, and the tax treatment of a Private Fund and a Private Fund’s investments, in each case possibly with retroactive effect. While certain changes in tax laws may be beneficial, others could negatively affect the after-tax returns of the Private Fund and the limited partners. Accordingly, no assurance can be given that the currently anticipated tax treatment of an investment in the Private Fund, or of the Private Fund or investments made by the Private Fund, will not be

modified by legislative, judicial or administrative changes, possibly with retroactive effect, to the detriment of the limited partner. Debt and Other Income Securities Some of the Private Funds may invest in income securities. Income securities are subject to interest rate, market, and credit risk. Interest rate risk relates to changes in a security’s value as a result of changes in interest rates generally. Even though such instruments are investments that may promise a stable stream of income, the prices of such securities are inversely affected by changes in interest rates and, therefore, are subject to the risk of market price fluctuations. Market risk relates to the changes in the risk or perceived risk of an issuer, country or region. Credit risk relates to the ability of the issuer to make payments of principal and interest. The values of income securities may be affected by changes in the credit rating or financial condition of the issuing entities. Valuation of Assets There is no actively traded market for most of the securities owned by the Private Funds. When estimating fair value, the Firm will apply a methodology based on its best judgement that is appropriate in light of the nature, facts, and circumstances of the investments. Valuations are subject to multiple levels of review for approval and assurance that investments are fairly valued is an important focus of the Firm. 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 may ultimately be sold, and the difference between the ultimate sale price and carrying value may be material. With respect to the Private Funds, the exercise of discretion in valuation by Quiet will give rise to conflicts of interest, because valuations impact the Firms track record. In addition, valuations of the Private Funds’ investments will impact Quiet’s track record, the timing of distribution of Performance Allocation, and the calculation of Advisory Fees and therefore, Quiet has incentives that may not align with the Private Funds or the Private Funds’ investors. Climate Change The Private Funds may acquire investments that are located in, or have operations in, areas that are subject to climate change. Any investments located in coastal regions may be affected by any future increases in sea levels or in the frequency or severity of hurricanes and tropical storms, whether such increases are caused by global climate changes or other factors. There may be significant physical effects of climate change that have the potential to have a material effect on the Private Funds’ business and operations. Physical impacts of climate change may include increased storm intensity and severity of weather (e.g., floods or hurricanes), sea level rise, fires, and extreme and changing temperatures. As a result of these impacts from climate-related events, the Private Funds may be vulnerable to the following: risks of property damage to the Private Funds’ investments; indirect financial and operational impacts from disruptions to the operations of the Private Funds’ investments from severe weather; increased insurance

premiums and deductibles or a decrease in the availability of coverage for investments in areas subject to severe weather; decreased net migration to areas in which investments are located, resulting in lower than expected demand for both investments and the products and services of the Private Funds’ investments; increased insurance claims and liabilities; increase in energy costs impacting operational returns; changes in the availability or quality of water, food or other natural resources on which the Private Funds’ business depends; decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; adverse effects of regulation at state, federal and international levels aimed at mitigating and adapting to climate change; and economic distributions arising from the foregoing. Misconduct of Personnel, Independent Contractors and Third-Party Service Providers Misconduct or misrepresentations by Adviser Personnel and independent contractors of Quiet or a portfolio investment, or by third-party Service Providers could undermine the due diligence or other efforts of a Private Fund and/or its general partner and cause significant losses to a Private Fund. Misconduct of Quiet personnel or independent contractors may include binding a Private Fund or its portfolio investment to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities, concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risks or losses) or making misrepresentations regarding any of the foregoing. Losses could also result from actions by thirdparty Service Providers, including, without limitation, failing to recognize transactions and misappropriating assets. In addition, Quiet personnel, independent contractors and third-party Service Providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting a Private Fund’s business prospects or future marketing activities, failing to comply with applicable laws or regulations, and concealing of any of the foregoing. Such misconduct may result in reputational damage, litigation, business disruption, market or industry segment volatility and/or financial losses to a Private Fund. There can be no assurance that such misconduct will be able to be identified or prevented. Despite Quiet’s due diligence efforts, misconduct and intentional misrepresentations may be undetected or not fully comprehended, thereby potentially undermining such due diligence efforts. As a result, no assurances can be given that the due diligence performed by Quiet will identify or prevent any such misconduct. Alternative Investment Fund Managers Directive and the Alternative Investment Fund Managers Regulations 2013 The Alternative Investment Fund Managers Directive 2011/61/EU, including all national, implementing or supplementary measures, laws and regulations (“AIFMD”) and the United Kingdom Alternative Investment Fund Managers Regulations 2013 (as amended) (the “AIFM Law”) regulates the activities of certain private fund managers undertaking fund management

activities or marketing fund interests to investors within the European Economic Area (“EEA”) and the United Kingdom respectively. To the extent a Private Fund is actively marketed to investors domiciled or having their registered office in the EEA or the United Kingdom: (i) a Private Fund and Quiet will be subject to certain reporting, disclosure and other compliance obligations under the AIFMD and AIFM Law, which will result in a Private Fund incurring additional costs and expenses; (ii) a Private Fund and Quiet may become subject to additional regulatory or compliance obligations arising under national law in certain EEA jurisdictions or the United Kingdom, which would result in a Private Fund incurring additional costs and expenses or may otherwise affect the management and operation of a Private Fund; (iii) Quiet will be required to make detailed information relating to a Private Fund and its investments available to regulators and third parties; and (iv) the AIFMD and AIFM Law will also restrict certain activities of a Private Fund in relation to EEA or United Kingdom portfolio investments, including, in some circumstances, a Private Fund’s ability to recapitalize, refinance or potentially restructure an EEA or United Kingdom portfolio investment within the first two years of ownership, which may in turn affect operations of a Private Fund generally. In addition, it is possible that some EEA jurisdictions will elect to restrict or prohibit the marketing of non-EEA funds to investors based in those jurisdictions, which may make it more difficult for a Private Fund to raise its targeted amount of commitments. On April 15, 2024, the finalized text of a directive (known as “AIFMD II”) came into force. AIFMD II will apply from April 10, 2026, subject to grandfathering provisions. AIFMD II includes significant new or amended requirements in respect of, among other things, delegation, loan origination, liquidity risk management, data reporting, depositaries and public disclosure via the European Single Access Point. In particular, there are new requirements that may apply in respect of certain loan origination activity including lending restrictions and risk retention requirements. Each of the new or amended requirements under AIFMD II could have an impact upon Quiet, a Private Fund, its investments and/or other costs or expenses which investors are required to bear. The provisions in the AIFMD II that are currently expected to impact a Private Fund most acutely include, but are not limited to, increased disclosure requirements and increased regulatory reporting obligations. Compliance with these requirements may result in additional costs to a Private Fund, reducing the return for investors. United Kingdom Exit from the European Union The United Kingdom formally withdrew from the European Union on January 31, 2020 (commonly referred to as “Brexit”). After this, the United Kingdom entered into an 11-month transition period, during which the United Kingdom and the European Union agreed to a Trade and Cooperation Agreement signed on December 30, 2020, which sets out the agreement for certain parts of the future relationship between the European Union and the United Kingdom from January 1, 2021. The Trade and Cooperation Agreement does not provide the United Kingdom with the same level of rights or access to all goods and services in the European Union as the United Kingdom previously maintained as a member of the European Union. In particular, the Trade and Cooperation Agreement does not include an agreement on financial services, and

it is unlikely that such agreement will be concluded. Accordingly, uncertainty remains in certain areas as to the future relationship between the United Kingdom and the European Union. From January 1, 2021, European Union laws ceased to apply in the United Kingdom. Many European Union laws were assimilated into United Kingdom law and these assimilated laws continue to apply until such time that they are repealed, replaced or amended. The United Kingdom has enacted legislation that will repeal, replace or otherwise make substantial amendments to the European Union laws that currently apply in the United Kingdom. It is impossible to predict the consequences on the Private Funds and their investments. Such changes could be materially detrimental to the Private Funds and consequently to their investors. Although one cannot predict the full effect of Brexit, it could have a significant adverse impact on the United Kingdom, European and global macroeconomic conditions and could lead to prolonged political, legal, regulatory, tax and economic uncertainty. This uncertainty is likely to continue to impact the global economic climate and may impact opportunities, pricing, availability and cost of bank financing, regulation, values or exit opportunities of companies or assets based, doing business, or having service or other significant relationships in, the United Kingdom or the European Union, including companies or assets held or considered for prospective investment by the Private Funds. The future application of European Union-based legislation to the private fund industry in the United Kingdom and the European Union will ultimately depend on how the United Kingdom renegotiates the regulation of the provision of financial services within and to persons in the European Union. There can be no assurance that any renegotiated terms or regulations will not have an adverse impact on the Private Funds and their investments, including the ability of the Private Funds to achieve their investment objectives. Brexit may result in significant market dislocation, heightened counterparty risk, an adverse effect on the management of market risk and, in particular, asset and liability management due in part to redenomination of financial assets and liabilities, an adverse effect on the ability of Quiet and its affiliates to manage, operate and invest the Private Funds and increased legal, regulatory or compliance burden for Quiet, its affiliates and/or the Private Funds, each of which may have a negative impact on the operations, financial condition, returns or prospects of the Private Funds. Areas where the uncertainty created by the United Kingdom’s withdrawal from the European Union is relevant include, but are not limited to, trade within Europe, foreign direct investment in Europe, the scope and functioning of European regulatory frameworks (including with respect to the regulation of alternative investment fund managers and the distribution and marketing of alternative investment funds), industrial policy pursued within European Union countries, immigration policy pursued within European Union countries, the regulation of the provision of financial services within and to persons in Europe and trade policy within European Union countries and internationally. The volatility and uncertainty caused by the withdrawal may adversely affect the value of the Private Funds’ investments and the ability to achieve the investment objectives of the Private Funds. Privacy Law Compliance Risk

The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe and other jurisdictions (collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of Quiet, a Private Fund and/or its portfolio investments, 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, as well as governmental enforcement actions, litigation (actual or contingent) or adverse publicity, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Private Fund performance. As Privacy Laws are implemented, interpreted and applied, compliance costs for Quiet, a Private Fund and/or its portfolio investments, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations. Other jurisdictions, including other U.S. states, have adopted, proposed or are considering similar Privacy Laws, which could impose similarly significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws and regulations are expected to vary from jurisdiction to jurisdiction, and Quiet may not be able to accurately anticipate the ways in which regulators and the courts will apply or interpret these Privacy Laws, thus increasing costs, operational and legal burdens and the potential for significant liability for regulated entities, which could include Quiet, a Private Fund and/or its portfolio investments. Moreover, if Quiet or any of the Private Funds suffers a security breach impacting personal data, there may be obligations to notify government authorities or data subjects, which may divert Quiet’s time and effort and entail substantial expense. International Conflicts and Geopolitical Events Wars and other international conflicts, such as the recent joint military assault on Iran by the United States and Israel, the Israeli-Palestinian conflict and the ongoing military conflict between Russia and the Ukraine have, in a relatively short period of time, caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place global sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. However, the ultimate impact of these conflicts and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Private Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These conflicts may have a significant adverse impact and result in significant losses to the Private Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also

limit the ability of a Private Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Private Fund intends to pursue, all of which could adversely affect the Private Fund’s ability to fulfill its investment objectives. Additionally, operating companies and financial markets are significantly impacted by other geopolitical events, including national referenda, elections, interest rate changes, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, tariffs, import or export controls, executive orders, laws, legal systems and regulatory regimes. In particular, where there are rapid or frequent changes to laws, regulations and/or government policies, including as a result of judicial challenges, orders, directives or changes to enforcement approach, it has the potential to magnify the effects of such changes on operating companies and the financial markets. Additionally, trade conflicts between the U.S. and certain foreign countries have recently intensified. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments, including the Mexican, Canadian and Chinese governments, have instituted, or threatened to institute, retaliatory tariffs on certain U.S. goods. The continuation or further intensification of such conflicts may lead to the introduction of additional barriers to trade, an increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and securities prices in both public and private markets, any of which could have an adverse impact on the performance of the Private Funds’ portfolio investments and returns to investors. The ultimate impact of international conflicts and other geopolitical events on global economic and commercial activity and conditions, and on the operations, financial condition and performance of any particular industry, business or investee country (and the duration and severity of those effects), is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Private Funds. The impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions, financial market volatility, increased operating costs, changes to available markets for products and reductions in the availability of capital. It may also limit the ability of the Private Funds to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy the Private Funds intend to pursue, all of which could adversely affect the Private Funds’ ability to fulfill their investment objectives.

Financial Market Fluctuations Various sectors of the U.S. and global financial markets and the broader current financial environment have been, and continue to be, characterized by uncertainty, volatility and instability. The financial services industry generally and investment activities are affected by general economic and market conditions, including interest rates, availability of credit, lack of price transparency, inflation rates, economic uncertainty, changes in tax and other applicable laws and regulations, trade barriers, national and international and environmental and socioeconomic circumstances. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Private Funds and may affect the Private Funds’ ability to make investments and the value of the investments held by the Private Funds. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Private Funds’ investments. Financial Institution Risk; Distress Events An investment in a Private Fund is subject to the risk that one of the banks, brokers, hedging counterparties, lenders or other custodians (each, a “Financial Institution”) of some or all of the Private Fund’s (or any portfolio investment’s) assets fails to timely perform its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by a variety of factors, including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance or accounting irregularities. If a Financial Institution experiences a Distress Event, Quiet, any general partner, the Private Funds and/or any of the portfolio investments may not be able to access deposits, borrowing facilities or other services, either permanently or for an extended period of time. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation (“FDIC”), in the case of banks, and the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of total loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties during Distress Events, there can be no assurance that such intervention will occur in a future Distress Event or that any such intervention undertaken will be successful or avoid the risks of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of Quiet to manage the Private Funds and their investments, and on the ability of Quiet, any Private Fund and/or any of its portfolio investments to maintain operations, which in each case could result in significant losses and in unconsummated investment acquisitions and dispositions, including Quiet being forced to default under its financing transactions in order to exercise “self-help” actions to mitigate any losses from a Distress Event. Such losses could include: a loss of funds; an obligation to pay fees and expenses in the event a Private Fund or portfolio investment is not able to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution

experiencing a Distress Event, the inability of the Private Fund to access capital contributions or otherwise); the inability of the Private Fund to acquire or dispose of investments, or acquire or dispose of such investments at prices that the relevant general partner believes reflect the fair value of such investments; and the inability of Quiet or portfolio investments to make payroll, fulfill obligations or maintain operations. If a Distress Event leads to a loss of access to Quiet’s, a Private Fund’s and/or any of its portfolio investment’s deposits, borrowing facilities or other services, such loss may constrain Quiet’s or the Private Fund’s, as applicable, ability to support its portfolio investment, increase (whether temporarily or on a permanent basis) the frequency of capital calls to applicable investors and have an overall negative impact on the Private Fund’s internal rate of return. It is also possible that a Private Fund or a portfolio investment will incur additional expenses or delays in putting in place alternative arrangements or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise) in a case of loss of access to services or otherwise during a Distress Event. Although Quiet expects to exercise contractual remedies under agreements with Financial Institutions in the event of a Distress Event, there can be no assurance that such remedies will be successful or avoid losses or delays. The Private Funds and their portfolio investments are subject to similar risks if a Financial Institution utilized by investors in a Private Fund or by suppliers, vendors, Service Providers or other counterparties of a Private Fund or the portfolio investment becomes subject to a Distress Event, which could have a material adverse effect on a Private Fund. Many Financial Institutions require, as a condition to using their services (including lending services), that Quiet, the relevant Private Fund and/or its portfolio investments maintain all or a set amount or percentage of their respective accounts or assets with the Financial Institution, which heightens the risks associated with a Distress Event with respect to such Financial Institutions. To mitigate such risks, Quiet and/or a Private Fund may incur additional costs in connection with managing a more complex treasury operation designed to maximize FDIC insurance (or similar protections), or be required to agree to less favorable terms for Financial Institution services in order to avoid agreeing to maintain all or a set amount of its respective accounts or assets with the Financial Institution. Although Quiet, the Private Funds and their portfolio investments seek to do business with Financial Institutions that they believe are creditworthy and capable of fulfilling their respective obligations to the Private Funds and the Private Funds’ portfolio investments, Quiet, the Private Funds and their portfolio investments are under no obligation to use a minimum number of Financial Institutions with respect to any Private Fund, or to maintain account balances at or below the relevant insured amounts. Inflation and Deflation Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Private Fund’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which the Private Fund invests and may make defaults more likely, which may result in a decline in the value of the Private Fund’s investments. High rates of inflation and

rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on the Private Fund’s investments and its aggregated returns. For example, if a portfolio company were unable to increase its revenue while the cost of relevant inputs was increasing, the portfolio company’s profitability would likely suffer. Likewise, to the extent a portfolio company has revenue streams that are slow or unable to adjust to changes in inflation, including by contractual arrangements or otherwise, the portfolio company could increase revenue by less than its expenses increase. Conversely, as inflation declines, a portfolio company may see its competitors’ costs stabilize sooner or more rapidly than its own. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of the Private Fund. CFIUS and National Security Clearance Considerations Certain investments by a Private Fund that involve the acquisition of, or investment in, a U.S. business (including a U.S. subsidiary of a portfolio company domiciled outside of the United States) or U.S. assets could be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) depending on, among other factors, the structure, beneficial ownership and control of interests in the Private Fund and the nature of the U.S. business. CFIUS reform legislation (the Foreign Investment Risk Review Modernization Act) and related regulations empower CFIUS to scrutinize more closely investments in U.S. “sensitive personal data,” “critical infrastructure” and “critical technology” companies, including investments involving non-U.S. limited partners or co-investors that may be deemed “nonpassive.” Certain transactions involving non-U.S. persons and U.S. “critical technology” companies, as well as sovereign investments in “critical technology,” infrastructure or data businesses, can be subject to mandatory pre-closing notification requirements, and monetary penalties may attach to a party’s failure to file such a notification. In addition, non-U.S. countries are increasingly taking action to strengthen their own foreign investment clearance (“FIC”) regimes, and as a result, certain investments by a Private Fund could likewise be subject to review by non-U.S. FIC regimes if the investments are perceived to implicate national security policy priorities. CFIUS and other FIC regulatory practices are evolving rapidly, and CFIUS and other FIC regulators have substantial discretion in deciding how to interpret, apply and enforce the relevant regulations. Any review and approval of a Private Fund investment by CFIUS or another FIC regulator could have outsized impacts on transaction certainty, timing, feasibility and cost, among other things. In the event that CFIUS or another FIC regulator reviews one or more of the Fund’s proposed or existing investments, it may seek to impose limitations on or prohibit such investments, and there can be no assurances that the Private Fund will be able to proceed with, or maintain, such investments on terms acceptable to the Fund. Such limitations or restrictions could adversely affect a Private Fund’s performance with respect to such investments (if consummated) and thus

the Private Fund’s performance as a whole. Failure to submit required CFIUS filings could result in significant financial penalties for each transaction party, as well as reputational damage and potential legal restrictions on future investments. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, transactions post-closing. Certain Private Fund investors are expected to be non-U.S. investors, and in the aggregate, could comprise a substantial portion of the Private Fund’s commitments, which increases the risk that Private Fund investments could be subject to review by CFIUS. To the extent that restrictions are reasonably likely to be imposed on an investment by the Private Fund due to the non-U.S. status of a limited partner or group of limited partners or other related CFIUS or FIC considerations, the general partner is permitted to restrict such limited partner’s or group’s ability to participate in any investment and further, if applicable, restrict such limited partner’s or group’s rights to participate in or vote on certain decisions of the relevant advisory committee with respect to such investment. However, there can be no assurance that any such restrictions will allow the Private Fund to maintain, or proceed with, any investment on terms acceptable to the Private Fund. Additionally, a Private Fund is permitted to invest in portfolio companies that have previously taken capital from, or may in the future take capital from, third-party investors that are considered “foreign persons” for CFIUS purposes. In certain cases, notifications to CFIUS in connections with such third-party investments may be mandatory, and failure to make a notification could result in the imposition of fines or penalties on the investor and/or the portfolio company. In the event that CFIUS reviews such investors’ investments in portfolio companies, CFIUS may impose limitations or restrictions on the investors or the companies, which could adversely impact such companies’ performance and thus the performance of the Private Fund as a whole. In addition, heightened scrutiny of foreign investment in companies by CFIUS and similar nonU.S. FIC regulators could potentially constrain the universe of suitable buyers for an investment, thereby making it more difficult for a Private Fund to recognize value from exits and/or making exit transactions more difficult. Other Regulatory Restrictions Anti-money laundering, anti-boycott and economic and trade sanction laws, statutes, orders, and regulations in the United States and other jurisdictions may prevent Quiet or a Private Fund from entering into transactions with certain individuals, jurisdictions and industry sectors. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States and other relevant jurisdictions. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio investments owned or operated by such persons or located in jurisdictions identified from time to time by OFAC or any other relevant sanctions authority and could significantly restrict or completely prohibit certain investment activities. If a Private Fund or any of its portfolio investments were to violate any such laws or regulations, they

may face significant legal and monetary penalties and/or collateral consequences as well as reputational consequences. Imposition of a newly-applicable sanctions as a result of a Private Fund investment, as well as intervening changes to applicable sanctions regimes during the lifetime of the Private Fund, would require the Private Fund or its portfolio investments to decline to undertake or to terminate certain business activities, for instance, ceasing business in a particular geography or terminating a particular customer contract, which could have an adverse economic impact on them. In addition, sanctions, and the related laws of different jurisdictions in which a Private Fund makes investments could also conflict with one another, such that compliance with all applicable laws would be difficult or impossible. A Private Fund’s portfolio investments may be required to terminate or wind-up business that becomes unlawful due to intervening changes in sanctions laws and regulations, which may adversely affect such Private Fund’s financial position. A Private Fund and/or its portfolio investments may periodically be subject to similar sanctions regulations in non-U.S. jurisdictions. The economic sanctions and related laws of different jurisdictions in which a Private Fund makes investments also may conflict with one another, such that compliance with all applicable laws may be difficult. Failure by Quiet, a Private Fund or any of its portfolio investments to comply with OFAC or other relevant sanctions could have serious legal and reputational consequences, including civil and criminal penalties. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the United States Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to the acquisition of a portfolio investment by one fund managed by Quiet or its affiliates may preclude a Private Fund from making an attractive acquisition or require a Private Fund to sell all or a portion of certain portfolio investments owned by it. A Private Fund will require each investor to make representations and warranties with respect to compliance with anti-money laundering and sanctions regulations, including those promulgated by OFAC. Where an investor or a related person is or becomes the target of sanctions or otherwise violates or would cause a Private Fund to violate applicable law, a Private Fund may be required immediately and without notice to such investor to cease any further dealings with the investor and/or the investor’s interest in a Private Fund and/or freeze such investor’s assets in a Private Fund’s possession until the investor ceases to be subject to such sanctions or violations (a “Sanctioned Persons Event”). A Private Fund and Quiet have no liability whatsoever for any liabilities, costs, expenses, damages and/or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of revenue, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) incurred by any investor as a result of a Sanctioned Persons Event. Additionally, the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act (“UKBA”) and other anti-corruption and anti-bribery laws may impact Quiet, the Private Funds and their portfolio investments. The Private Funds may be adversely affected or miss out on opportunities because of Quiet’s unwillingness to participate in transactions that potentially violate such laws and regulations. Such laws and regulations may make it difficult in certain circumstances for the

Private Funds to act successfully on investment opportunities or to obtain or retain business. In recent years, U.S. regulators have been increasingly focused on private equity sponsors’ compliance with the FCPA. Any determination that Quiet, the Private Funds, their portfolio investments or any of their respective officers, directors or employees has violated the FCPA, the UKBA or other applicable anti-corruption laws, anti-bribery laws or U.S. anti-boycott regulations, could subject it to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and/or a general loss of investor confidence, any one of which could adversely affect the Private Funds’ business prospects and/or financial position, as well as their ability to achieve its investment objective and/or conduct their operations. As a result of any of the foregoing, a Private Fund may be adversely affected because of Quiet’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Private Fund from pursuing investment opportunities, require the sale of part or all of certain portfolio investments on a timeline or in a manner deemed undesirable by Quiet or may limit the ability of one or more portfolio investments from conducting their intended business in whole or in part. Consequently, there can be no assurance that a Private Fund will be able to participate in all potential investment opportunities that fall within its investment objectives. Secondaries and other General Partner-Led Transactions There continues to be a significant market for secondary sales, general partner-led transactions, continuation funds, successor fund investments and other transactions, and Quiet reserves the right to dispose of (or seek additional capital for) Private Fund investments through such means. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by Quiet following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where Quiet believes there is the potential for additional value generation. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets or a new portfolio of assets (including a portfolio that combines assets from multiple Private Funds sponsored by Quiet and its affiliates), often on different terms than their original investment in the Private Fund. However, certain of such transactions are expected to involve: a limited partner investing (or being required to invest) additional capital in the existing Private Fund and/or other investment vehicles; a greater exposure to one or more particular portfolio investments: and/or a delay in the full liquidation of the Private Fund’s investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio investment will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant general partner to the extent of its right to receive performance allocation, if any), effectively diluting their interests.

Each of these transactions has the potential for conflicts between the interests of a Private Fund or limited partner and those of Quiet or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where Quiet or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to the subject assets following the transaction (potentially in addition to performance-based compensation earned by the relevant general partner on the sale of an asset from an existing Private Fund in such transaction), their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are potential conflicts of interest among the selling Private Fund, Quiet, the relevant general partner and any buyer group relating to the valuation and consideration offered for the subject investment(s). To the extent Quiet requires existing limited partners and/or new buyers to commit capital to a continuation fund or another Private Fund in addition to the purchase amount paid in a transaction (including commitments to the relevant Private Fund in specified ratios to the purchase price), such requirement is expected to have a dilutive effect on the purchase price for the selling Private Fund and its limited partners. There can be no assurance that any such transaction will accurately reflect the fair market value of the investment(s) being sold. Further, the relevant general partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio investments with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Private Fund, and in such circumstances Quiet reserves the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant potential conflicts of interest are disclosed to limited partners and/or the relevant advisory committee prior to the closing of the transaction, there can be no assurance that Quiet will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of the Private Fund or any individual limited partner or group of limited partners. However, Quiet reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Offering Documents. Quiet is permitted to seek the consent of the relevant Private Fund advisory committee(s) to approve conflicts associated with such transactions and accordingly not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Private Fund investments, to the extent such transactions are not consummated,

the relevant Private Fund is expected to bear all of the related costs in the absence of an agreement with other parties to bear a portion of such costs. Venture, Growth, and Private Equity Investment Related Risks Early-Stage and Venture Capital Investments Certain Private Funds are expected to make investments in early-stage and/or growth stage companies, which have inherently greater risk than more established businesses. Accordingly, the growth of these companies may require significant time and effort resulting in a longer investment horizon than can be expected with lower risk investment alternatives. Such investments can experience failure or substantial declines in value at any stage. Although many early-stage companies, and the venture capital industry in general, have experienced growth over several years, there is no guarantee that such growth will continue, and investments in such companies may be more volatile and there may be a relatively limited number of investments available to a Private Fund. Some early-stage companies have been impacted by lower valuations, and investments in such companies may become more difficult to exit. In particular, the lack of an active initial public offering market can hurt valuations of venture capital investments and discourage new investment in the venture capital sector and limit portfolio investment exit opportunities for the Private Fund. There is no assurance that such investments by a Private Fund will be successful. “Learning” Investments Quiet is authorized to cause a Private Fund to make a limited number of investments for the principal purpose of seeking information, “learning,” insights, or exposure to emerging technologies or business models, rather than for the principal purpose of seeking income or gain directly from such investments. The ultimate benefits, if any, of such information, “learning,” insights, or exposure may rest primarily or exclusively with Quiet or other Private Funds it sponsors, notwithstanding that the underlying investments were made by another Private Fund. Hedge Fund and Digital Asset Investment Related Risks Use of Financing Certain Private Funds may borrow by entering into reverse repurchase agreements. Under a reverse repurchase agreement, a Private Fund sells securities and agrees to repurchase them at a mutually agreed date and price. Reverse repurchase agreements may involve the risk that the market value of the securities retained in lieu of sale by a Private Fund may decline below the price of the securities such Private Fund has sold but is obligated to repurchase. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce a Private Fund’s obligation to repurchase the securities and a Private Fund’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision. To the extent that, in the meantime, the value of the securities that a Private Fund

has purchased has decreased, a Private Fund could experience a loss. The financing used by a Private Fund to leverage its portfolio is extended by securities brokers and dealers in the marketplace in which a Private Fund invests. While a Private Fund attempts to negotiate the terms of these financing arrangements with such brokers and dealers, its ability to do so is limited. A Private Fund is therefore subject to changes in the value that the broker-dealer ascribes to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or such broker-dealer’s willingness to continue to provide any such credit to a Private Fund. Because a Private Fund currently has no alternative credit facility which could be used to finance its portfolio in the absence of financing from broker-dealers, it could be forced to liquidate its portfolio on short notice to meet its financing obligations. The forced liquidation of all or a portion of a Private Fund’s portfolio at distressed prices could result in significant losses to a Private Fund. Options Certain Private Funds may buy or sell (write) both call options and put options on various underlying investments including options on specific securities, options on securities indices, and options on security futures contracts. When a Private Fund writes options, it may do so on a “covered” or an “uncovered” basis. A call option is “covered” when the writer owns investments of the same class and amount as those to which the call option applies. A put option is covered when the writer has an open short position in investments of the relevant class and amount. A Private Fund’s option transactions may be part of a hedging strategy (i.e., offsetting the risk involved in another investment position) or a form of leverage, in which such Private Fund has the right to benefit from price movements in a large number of investments with a small commitment of capital. These activities involve risks that can be substantial, depending on the circumstances. In general, without taking into account other positions or transactions the Private Funds may enter into, the principal risks involved in options trading can be described as follows: When a Private Fund buys an option, a decrease (or inadequate increase) in the price of the underlying security in the case of a call, or an increase (or inadequate decrease) in the price of the underlying security in the case of a put, could result in a total loss of its investment in the option (including commissions). The Private Fund could mitigate those losses by selling short, or buying puts on, the investments for which its holds call options, or by taking a long position (e.g., by buying the investments or buying calls on them) in investments underlying put options. If a Private Fund sells (writes) an option, the risk can be substantially greater than when it buys an option. The seller of an uncovered call option bears the risk of an increase in the market price of the underlying security above the exercise price. The risk is theoretically unlimited unless the option is “covered”. If it is covered, such Private Fund would forego the opportunity for profit on the underlying security should the market price of the security rise above the exercise price. If the price of the underlying security were to drop below the exercise price, the premium received on the option (after transaction costs) would provide profit that would reduce or offset any loss the Private Fund might suffer as a result of owning the security. Swaps and certain options and

other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty, market risk, liquidity risk and operations risk. Commodity Futures Contracts Certain Private Funds may trade futures and/or commodity interests (e.g., futures contracts on commodities, securities indices, or currencies). As with some other derivatives, futures trading can provide a form of leverage, allowing the Private Funds to participate in market price fluctuations of securities indices or commodity interests underlying futures (or options on futures), while investing only a small percentage of the value of those underlying securities indices or commodity interests. Trading in futures can be highly speculative and may entail risks that are greater than investing in securities. Some of those risks include the following: (i) futures markets are highly volatile and influenced by numerous factors, including governmental actions, political and economic events, weather, and prevailing market psychology, and there is no assurance that Quiet will engage in profitable trades or that the Private Funds will not incur substantial losses; (ii) the highly leveraged nature of futures trading, where margin deposits are typically only 2–10% of total contract value, means that relatively small price movements may result in losses equal to or substantially greater than the amount deposited, and failure to meet margin calls from a futures commission merchant (“FCM”) may result in the forced closing of the Private Funds’ positions; (iii) futures positions may become illiquid due to daily price fluctuation limits imposed by exchanges or low trading volume, potentially preventing the Private Funds from liquidating unfavorable positions; (iv) cash flow demands arising from daily mark-to-market margin requirements on futures contracts may force premature liquidation of positions during adverse market conditions, and exchanges or the CFTC may suspend, limit, or order liquidation of trading in particular contracts; (v) and there is a credit risk that counterparties, clearinghouses, or FCMs will not be able to meet their obligations to the Private Funds, and if an FCM fails to properly segregate the Private Funds’ assets or becomes bankrupt, the Private Funds may be subject to a risk of loss and may recover only a pro rata share of their property. Counterparty Risk Some of the markets in which certain Private Funds may affect their transactions are OTC or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes the Private Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Private Funds to suffer losses. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where a Private Fund has concentrated its transactions with a single or small group of counterparties. The Private Funds are not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Moreover, the Private Funds have no internal credit functions that evaluate the creditworthiness of their counterparties. The ability of the Private Funds to transact business

with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Private Fund. Foreign Exchange (Forex) Trading The off-exchange spot foreign exchange (“Forex”) market is where currencies are traded. The Forex market is very loosely regulated and there is no central marketplace for currency exchange, rather, trade is conducted over-the-counter in the “Interbank Market”. Positions which are traded on the Forex market can have inherent leverage and accordingly, such positions can carry some degree of risk and can result in a loss of all or substantially all of the assets placed in the margin account. Forward Contracts Certain Private Funds may invest in forward contracts and options thereon which, unlike futures contracts, are not traded on exchanges and are not standardized; rather banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. Disruptions can occur in any market traded by the Private Funds due to political intervention or other factors. The imposition of controls by government authorities might also limit such forward (and futures) trading to the possible detriment of the Private Funds. Market illiquidity or disruption could result in major losses to the Private Funds. Credit Market Illiquidity Crypto-related credit markets are an especially nascent industry and may experience an extended period of significant illiquidity. While a lack of liquidity may create opportunities for a Private Fund to acquire assets at prices that Quiet believes are attractive, lack of liquidity also creates a number of risks. There is no guarantee that the credit markets will not experience a lack of liquidity or increased volatility in the future. Further, there can be no assurance that the markets will, in the future, continue to be more liquid. It is also possible that illiquidity in the market could cause prices to decline further, which may have the result of forcing a Private Fund or other leveraged investment vehicles to sell assets to satisfy requirements under its borrowing arrangements or to meet margin calls, which could, in turn, create further downward price pressure. If there is a substantial decline in the market value of a Private Fund’s portfolio of investments, investments may need to be liquidated quickly, and perhaps not at fair value. Upheavals in the crypto-related credit markets may cause margin borrowing costs and securities borrowing costs to increase. Such increases in borrowing costs may impact the Private Funds’ ability to generate returns.

Net Cash A Private Fund may hold a significant portion of its portfolio in cash and cash equivalents. This may result in such Private Fund’s investment results underperforming market indices, or a portfolio which is 100% invested without any net cash holdings. Brokerage Commissions/Transaction Costs During some periods, a Private Fund’s activities may involve a high level of trading, and the turnover of its portfolio may generate substantial transaction costs. These costs will be borne by such Private Fund regardless of its profitability. Exchange-Traded Funds Certain Private Funds may invest in exchange-traded funds (“ETFs”), which are a type of index fund bought and sold on a securities exchange. The risks of owning ETF shares generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile. Investors in ETFs bear a proportionate share of the expenses of those ETFs, including management fees, custodial and accounting costs, brokerage commissions, and other transaction costs. ETFs are also subject to other risks, including the risk that their prices may not correlate perfectly with changes in the underlying index and the risk of possible trading halts due to market conditions or other reasons that, in the view of the exchange upon which an ETF trades, would make trading in the ETF inadvisable. An exchange-traded sector fund may also be adversely affected by the performance of that specific sector or group of industries on which it is based. Prime Broker Risk Certain Private Funds use only one prime broker, and the prime broker will have custody of such Private Funds’ securities, cash, distributions and rights accruing to such Private Funds’ securities accounts. SEC rules require the prime broker to maintain physical possession and control of fully paid securities held in a Private Fund’s account and to establish certain reserves for the benefit of customers. However, subject to these limitations, the prime broker generally has the ability to loan, pledge, and rehypothecate the securities in a Private Fund’s account, as is typical market practice, and may have insufficient assets to meet all of its obligations to customers in the event of an insolvency of the prime broker. In such an event, a Private Fund would typically not have a right to recover its securities held by the prime broker but would rather have only an unsecured claim against the prime broker and participate pro rata with other customers of the prime broker in the proceeds of the sale of customer securities. Also, even if the prime broker does have sufficient assets to meet all customer claims, there could be a delay before a Private Fund receives assets to satisfy its claims. In order to manage the risks associated with prime broker insolvency, a Private Fund may establish relationships with multiple prime brokers. However, there can be no assurance that a Private Fund will be able to establish or maintain such relationships. In addition, a Private Fund may not be able to identify potential solvency concerns

with respect to its prime broker or to transfer assets from one prime broker to another prime broker in a timely manner. The prime broker may hold a Private Fund’s securities through third parties such as clearing corporations, other brokers or banks. In addition, a Private Fund may hold securities, cash and other assets directly with banks or other third parties not associated with the prime broker. As a result, a Private Fund may be subject to credit risk with respect to such third parties as well as with respect to the prime broker. In addition, certain of a Private Fund’s assets may be held by non-U.S. affiliates of such Private Fund’s prime broker and entities other than the prime broker. Assets held by such non-U.S. affiliates may be subject to legal regimes that provide fewer or different investment protections than the U.S. In addition, because a Private Fund may make use of margin borrowing from the prime broker, a Private Fund may be subject to certain automated risk controls that the prime broker employs. For example, the prime broker may calculate margin requirements for a Private Fund on a realtime basis, and while the prime broker may attempt to alert a Private Fund of approaching margin violations, if such Private Fund’s equity falls below what the prime broker requires to support such Private Fund’s margin, the prime broker may automatically liquidate such Private Fund’s positions on a real-time basis rather than allow for human interaction and timing in the process, which may result in unfavorable or potentially fire-sale execution prices credited to such Private Fund. A Private Fund may change the brokerage arrangements as described in its Offering Documents at any time without notice to its investors. There are likely to be operational and other delays associated with changes in prime brokerage arrangements even if a Private Fund seeks to reduce the risks of having a particular broker hold assets by proactively changing such arrangements. Digital Assets The Private Funds may invest in token type investments, including, without limitation, cryptographically derived digital assets, referred to as crypto assets and/or blockchain tokens, virtual currencies, or digital currencies, such as Bitcoin (BTC) or Ether (ETH), as well as other assets available on public blockchains or public ledgers, including decentralized application tokens and protocol tokens, and other digital assets that are based on the cryptographic protocol of a computer network that may be (a) centralized or decentralized, (b) closed or open-source, and (c) used as a medium of exchange and/or store of value (collectively “Digital Assets”). The Private Funds may also invest in companies that develop, operate or maintain infrastructures for Digital Assets or that operate in or around digital currency networks or in investment vehicles that invest in such digital currencies or companies (together with Digital Assets, “Digital Asset-related Investments”). Digital Asset networks are vulnerable to hacking and malware and many Digital Asset exchanges have been closed due to fraud, failure or security breaches. In such an event, the Private Fund’s Digital Asset-related Investments may be adversely affected. Digital Assets generally represent a speculative investment and involve a high degree of risk. As relatively new products and technologies, Digital Assets have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. A significant portion of the

demand for Digital Assets is generated by speculators and investors seeking to profit from the short or long-term holding of Digital Assets. The prices of Digital Assets are subject to rapid and extreme fluctuations. A lack of expansion by Digital Assets into retail and commercial markets, or a contraction of such use, may result in increased volatility, which may adversely affect the Private Fund’s Digital Asset-related Investments. In addition, as Digital Assets have grown in popularity, certain U.S. and non-U.S. regulatory agencies have begun to examine Digital Assets and the operations of their networks. To the extent that Digital Assets are determined to be a security, commodity interest or other regulated asset, to the extent that a U.S. or non-U.S. government or quasi-governmental agency exerts regulatory authority over the Digital Assets, or if it becomes illegal, now or in the future, to own, hold, sell or use Digital Assets in one or more countries, including the United States, the Private Fund’s Digital Asset-related Investments may be adversely affected. Systems and Operational Risk Certain Private Funds’ investment strategies rely extensively on computer programs and systems to trade, clear and settle securities transactions, to evaluate certain securities based on real-time trading information, to monitor their portfolio and net capital, and to generate risk management and other reports that are critical to oversight of account activities. In addition, certain of Quiet’s operations interface with or depend on systems operated by third parties, including its prime brokers and market counterparties and their sub-custodians and other Service Providers, and Quiet may not be in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain defects, failures, or interruptions, including, but not limited to, those caused by worms, viruses, and power failures. Any such defect or failure could have a material adverse effect on a Private Fund’s portfolio. Reliance on Quantitative Models For certain Private Funds, Quiet may employ its own or third-party quantitative models in its investment strategy. Although these quantitative models are tested, no assurance can be made that such models will perform the same in the future. Model-driven strategies employed by others have resulted in substantial losses in a short period of time. Possibility of Losses Associated with Proprietary Investment Activities For certain Private Funds, Quiet utilizes a proprietary investment screening process, and such Private Funds may from time to time make or maintain large proprietary investment positions in securities. Market fluctuations and other factors may result in substantial losses which may not have been possible had such a proprietary screening process not been used. Although Quiet believes such investment screening process is proprietary, it cannot guarantee that the confidentiality of such process will be maintained, that it gives Quiet a competitive advantage or that other investment managers do not employ the same or similar practices in their investment programs. Qualified Custodians and the Custody Rule

In 2003, the SEC amended Rule 206(4)-2 of the Advisers Act (the “Custody Rule”), requiring investment advisers registered with the SEC to maintain custody of client funds and securities with “qualified custodians” (as defined under the Advisers Act). Because the changes to the Custody Rule were implemented prior to the existence of digital assets, the Custody Rule (and the securities and commodities regulatory framework in general) did not contemplate or accommodate for the business and technological limitations of investments in the digital asset industry, which is still in a nascent stage. There are currently a limited number of qualified custodians in the digital asset space with limited capabilities with respect to the types and amounts of digital assets that they can maintain. In some cases, utilizing a third-party custodian may provide less security for certain Private Funds’ assets than a cold storage or self-custody solution. Depending on a Private Fund’s investments, it may be difficult or impossible to fully comply with the qualified custodian requirement. Further, it remains unclear how or whether the Custody Rule applies to digital assets. The SEC has not issued any definitive guidance or final regulations about whether digital assets are considered “client funds or securities” under the Custody Rule and whether investment advisers are required to maintain custody of digital assets with qualified custodians in order to comply with the rule. In the event future guidance or regulations with respect to the Custody Rule extend to digital assets, the Private Funds may be adversely affected. Quiet is not limited in any way in determining the appropriate custody solutions to safeguard the Private Funds’ investments, and retains the right to use any third-party custodian, including qualified custodians, in the future as firms and digital asset custody standards begin to evolve. Custody of Private Fund Digital Assets Quiet may maintain custody of certain Private Funds’ Digital Assets with one or more third party wallet providers, custodians, and/or exchanges (each, a “Third Party Custodian”) selected by Quiet, including the use of multiparty computation custodians, on or within “hot wallets” on exchanges, or “cold wallets”, either through paper or hardware cold storage, and/or on “airgapped” computers utilized by the Private Funds. To the extent Quiet maintains custody of any of the Private Funds’ Digital Assets, Quiet shall select or generate the private keys that control movement of the Digital Assets. Quiet may also utilize proprietary storage methods developed by Quiet. Digital Asset exchanges may also require Quiet to provide control of the private keys when the exchange is utilized by a Private Fund. Certain Private Funds’ exchanges may be unable to provide for “cold wallet” storage. Such exchanges and wallets have developed security systems to maintain confidential access to the private keys that have been generated and which control the movement of the currencies. Quiet may not be able to obtain control of the private keys generated by the exchanges utilized by the Private Funds, because each exchange may use different methodologies and security systems. A single type of Digital Asset held by a Private Fund may be custodied or secured in different ways (e.g., with respect to a particular Digital Asset, a portion of a Private Fund’s holdings may be custodied by one Third Party Custodian while another portion is custodied by another Third Party Custodian or other method), and different types of Digital Assets may have different custody or security arrangements. Quiet also intends to incorporate multi-signature storage solutions, if Quiet, in its sole discretion, deems appropriate. The foregoing, however, shall not limit Quiet in any way from utilizing Digital Asset custody

standards and practices that may exist in the future. Quiet retains the right to use any Third Party Custodian in the future as firms and Digital Asset custody standards begin to develop. The systems and methodologies of the exchanges and wallets utilized by the Private Funds may be subject to exposure from hacking, malware, and general security threats. Quiet is not liable to the Private Funds or their investors for the failure or penetration of the security system absent fraud, willful misconduct, or gross negligence. Bankruptcy of Third Party Wallet Providers, Custodians, and Exchanges The Private Funds may hold Digital Assets with one or more Third Party Custodian. There is a risk that a bankruptcy court would deem Digital Assets held with a Third Party Custodian to be the property of the bankruptcy estate in the event of a Third Party Custodian’s bankruptcy. In that case, a Private Fund could be treated as a general unsecured creditor of the Third Party Custodian, which means the Private Fund would not have a claim to its specific Digital Assets held with the Third Party Custodian, and could only recover the value of its Digital Assets to the extent there are funds remaining after more senior and secured creditors’ claims have been satisfied. Moreover, the value of such Digital Assets may fluctuate (up or down) after the filing of the bankruptcy petition and a Private Fund’s claim may not receive the benefit of such higher valuation or could be reduced in the case of a lower valuation. In such an event, a Private Fund may be unable to recover the full value of its Digital Assets held at the Third Party Custodian, which could result in significant losses. Illiquid Investments The Private Funds may invest in Digital Assets, securities, and other assets, which are subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and the Private Funds may not be able to sell them when they desire to do so or to realize what they perceive to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the OTC markets. The Private Funds may not be able to readily dispose of such illiquid investments, and in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Investment in the Private Funds are suitable only for certain sophisticated investors who do not require immediate liquidity for their investments. Short Selling Short selling involves selling Digital Assets which are not owned and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed Digital Assets at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the Digital Assets. The extent to which

a Private Fund engages in short sales depends upon Quiet’s investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying Digital Assets or security could theoretically increase without limit, thus increasing the cost to a Private Fund of buying those Digital Assets to cover the short position. There can be no assurance that a Private Fund will be able to maintain the ability to borrow Digital Assets sold short. In such cases, a Private Fund can be “bought in” (i.e., forced to repurchase Digital Assets in the open market to return to the lender). There also can be no assurance that the Digital Assets necessary to cover a short position are available for purchase at or near prices quoted in the market. Purchasing Digital Assets to close out the short position can itself cause the price of the Digital Assets to rise further, thereby exacerbating the loss. Legality of Digital Assets It may be illegal, now or in the future, to own, hold, sell or use Digital Assets in one or more countries, including the United States. Although currently Digital Assets are not regulated or are lightly regulated in most countries, including the United States, one or more countries may take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell or use Digital Assets or to exchange Digital Assets for fiat currency. Such an action may restrict a Private Fund’s ability to hold or trade Digital Assets, and could result in termination and liquidation of a Private Fund at a time that is disadvantageous to its investors, or may adversely affect an investment in the Private Funds. Current and Future Digital Asset Regulation Current and future legislation, United States CFTC, SEC, and Financial Crimes Enforcement Network (“FinCEN”) rulemaking and other regulatory developments may impact the manner in which Digital Assets are treated for classification and clearing purposes. The SEC has issued multiple releases stating that, depending on the specific facts and circumstances of the Digital Asset in question, some Digital Assets may fall under securities regulation. Additionally, although the CFTC has declared that Digital Assets are commodities, currently, only certain kinds of Digital Assets, including Digital Asset transactions that are entered into, or offered, on a leveraged or margined basis, or financed by the offeror, may be subject to CFTC regulation. Quiet cannot be certain as to how future regulatory developments will impact the treatment of Digital Assets under the law. To the extent that Digital Assets are deemed to fall within the definition of a commodity future or further within the scope of CFTC regulation pursuant to subsequent rulemaking by the CFTC, Quiet, and/or the Private Funds may be required to register and/or comply with additional regulation under the Commodity Exchange Act. Moreover, Quiet may be subject to further requirements with the CFTC through the NFA. Such additional registrations, regulations or disclosures may result in extraordinary, non-recurring expenses of the Private Funds. If Quiet determines not to comply with such additional requirements, a Private Fund, where necessary, may terminate and liquidate at a time that may be disadvantageous to investors. To the extent that Digital Assets are deemed to fall within the definition of a security pursuant to subsequent rulemaking by the SEC, Quiet, and/or the Private

Funds may be required to register and comply with additional regulation under the Investment Company Act or similar state investment advisory statutes. Such additional registrations may result in extraordinary, non-recurring expenses of the Private Funds. If Quiet determines not to comply with such additional regulatory and registration requirements, a Private Fund, where necessary, may terminate and liquidate at a time that may be disadvantageous to investors. Digital Assets currently face an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions such as the European Union, China, and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect Digital Asset networks and their users, particularly Digital Asset exchanges and Service Providers that fall within such jurisdictions’ regulatory scope. Such laws, regulations or directives may conflict with those of the United States and may negatively impact the acceptance of Digital Assets by users, merchants, and Service Providers outside of the United States and may therefore impede the growth of the Digital Asset economy. The effect of any future regulatory change on the Private Funds is impossible to predict, but such change could be substantial and adverse. Digital Asset Derivative Regulatory Risk Certain Private Funds may invest and trade in perpetual futures and a variety of other derivative instruments related to or based on Digital Assets (“Digital Asset Derivatives”). Pursuant to the Commodity Exchange Act, many, if not all, of such Digital Asset Derivatives must either be traded on, or subject to the rules of a board of trade, of an exchange that has been designated or registered with the CFTC for the specific Digital Asset Derivative, such as a futures commission merchant or swap execution facility, or else fall under an applicable exemption. To the extent a Private Fund invests or trades in Digital Asset Derivatives on exchanges or platforms not registered with the CFTC, including without limitation non-U.S. or decentralized exchanges (“Non-Registered Exchanges”), or otherwise enters into Digital Asset Derivatives transactions that are not subject to an exemption, the Private Fund may be in violation of the Commodity Exchange Act. The CFTC may, now or in the future, assert jurisdiction over such activity and take enforcement actions against Quiet and/or the Private Funds. Any such enforcement actions may result in fines, sanctions, and other penalties that could materially and adversely affect Quiet and/or the Private Funds. In addition to the foregoing, Non-Registered Exchanges have been, and may continue in the future to be, subject to CFTC enforcement actions, fines, sanctions, and other penalties for failing to register as futures commission merchants or otherwise being in violation of the Commodity Exchange Act. In the event of any CFTC investigation, inquiry, enforcement action, or other review of or action against a Non-Registered Exchange, such Non-Registered Exchange may elect or be required to close a Private Fund’s positions or otherwise freeze a Private Fund’s assets. See also “Exchanges Operating Outside of the U.S.” below. Availability of Banking Services

The Private Funds and other entities that hold, trade in, or otherwise engage in transactions involving Digital Assets may at any time lose access to fiat banking services from one or more financial institutions, whether as a result of those financial institutions voluntarily ceasing to serve entities engaged in activities related to Digital Assets or regulatory changes that prohibit or limit such financial institutions’ ability to provide services to such entities. The inability to obtain, maintain, and use such banking services may limit a Private Fund’s ability to make distributions to its investors in fiat currency, to timely pay its Service Providers and other expenses, or to complete a timely and orderly liquidation of the Private Fund, any of which may have a material and adverse impact on the Private Funds. Digital Asset Exchanges The Digital Asset exchanges on which Digital Assets trade are relatively new and largely unregulated and may therefore be more exposed to theft, fraud and failure than established, regulated exchanges for other products. In general, Digital Asset exchanges are currently startup businesses with no institutional backing, limited operating history and no publicly available financial information. Exchanges generally require cash to be deposited in advance in order to purchase Digital Assets, and no assurance can be given that those deposit funds can be recovered. Additionally, upon sale of Digital Assets, cash proceeds may not be received from the exchange for several business days. Digital Asset prices and valuations on Digital Asset exchanges have been volatile and subject to influence by many factors including the levels of liquidity on exchanges and operational interruptions and disruptions. The prices and valuation of Digital Assets remain subject to any volatility experienced by Digital Asset exchanges, and any such volatility can adversely affect an investment in a Private Fund. Further, a Private Fund may be unable to recover Digital Assets awaiting transmission into or out of the Private Fund, all of which could adversely affect an investment in a Private Fund. Additionally, to the extent that the Digital Asset exchanges representing a substantial portion of the volume in Digital Asset trading are involved in fraud or experience security failures or other operational issues, such Digital Asset exchanges’ failures may result in loss or less favorable prices of Digital Assets, or may adversely affect the Private Funds, their operations and investments, or their investors. Stablecoin Specific Risks Stablecoins are subject to the same risks as other Digital Assets described in these risk factors but are also subject to unique risks. While stablecoins are intended to be less volatile than other Digital Assets, they are inherently subject to the volatility of the underlying assets to which they are pegged. Stablecoins come in various forms, each with their own unique set of risks. Proof of Stake Risk

Certain Private Funds may invest some of their assets through protocols that verify transactions through a concept known as Proof of Stake (“PoS”). PoS generally allows holders of a Digital Asset to verify future transactions in a protocol based on various factors, depending on the rules of the protocol. Some protocols allow holders with a larger amount of the Digital Asset (i.e., stakes) deposited in the protocol to be awarded with additional Digital Assets through the verification of future transactions. Those with stakes in some protocols may also have the ability to govern and vote on how the protocol is controlled in the future. As PoS typically requires storing a large amount of the relevant Digital Asset for a potentially long period of time in order to verify future transactions on the protocol, such investments may be illiquid for an extended period of time before there is any return on investment. Such illiquidity could have an adverse effect on the Private Funds. To the extent a Private Fund invests any of its assets through PoS-based protocols, there is a risk that a protocol assesses a penalty against the Private Fund in connection with the Private Fund’s activities in verifying transactions in such protocol, which could result in a loss of some or all of the Private Fund’s Digital Assets that have been deposited in the protocol. Further, PoS is subject to the same risks associated with Digital Assets in general including, but not limited to, equipment failure, regulatory control, and a failure of the network which the stake is deposited on. Slashing of Digital Assets A “slashing” is an event where the validator in a PoS Digital Asset network or blockchain is penalized for violating a rule of the protocol, typically by forcing such validator to forfeit a defined proportion of staked tokens, which are then typically burned or redistributed to other stakeholders. Tokens pledged by delegators to validators are typically not subject to slashing, but once pledged by the validator to the protocol are subject to slashing. Downtime and doublesigning are examples of behaviors that may be deemed harmful to the protocol and that may result in slashing penalties. Most PoS networks have defined slashing parameters with corresponding penalties and varying degrees of severity, although some networks do not penalize such activities and, instead, rely on opportunity costs and validator reputation to create an efficient delegation market. Certain networks therefore will pose more risks due to parameters around slashing. Additionally, while Quiet will seek to only delegate Digital Assets to reputable validators, any validator may engage in dishonest validations or other malicious behavior for which Quiet has no control, and which may result in the “slashing” of the Digital Assets staked by the validator (including Digital Assets delegated by a Private Fund to the validator). To the extent a Private Fund delegates Digital Assets to a validator on a PoS Digital Asset network or blockchain that is subject to slashing, such assets are also subject to slashing which may result in a partial or complete loss of such assets. Limited Exchanges on Which to Trade Certain Private Funds may trade on a limited number of exchanges (and potentially only a single exchange) either because of actual or perceived counterparty or other risks related to a particular exchange. Trading on a single or limited number of exchanges may result in less favorable prices

and decreased liquidity for a Private Fund and therefore could have an adverse effect on a Private Fund and its investors. Risks of Buying or Selling Digital Assets Certain Private Funds may transact with private buyers or sellers or virtual currency exchanges. A Private Fund will take on credit risk every time it purchases or sells digital currency or Digital Assets, and its contractual rights with respect to such transactions may be limited. Although a Private Fund’s transfers of Digital Assets or cash will be made to or from a counterparty which Quiet believes is trustworthy, it is possible that, through computer or human error, or through theft or criminal action, a Private Fund’s Digital Assets or cash could be transferred in incorrect amounts or to unauthorized third parties. To the extent that a Private Fund is unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received the Private Fund’s Digital Assets or cash (through error or theft), the Private Fund will be unable to recover incorrectly transferred Digital Assets or cash, and such losses will negatively impact the Private Fund. Exchanges Operating Outside of the U.S. Certain of the Private Funds’ Digital Asset exchanges may operate outside of the United States. A Private Fund may have difficulty in successfully pursuing claims in the courts of such countries or enforcing in the courts of such countries a judgment obtained by the Private Fund in another country. Further, should an exchange cease operation due to criminal actions or for financial or regulatory reasons, a Private Fund may suffer losses and will likely be subject to the laws of the exchange’s home country when pursuing remedies. In general, certain less developed countries lack fully developed legal systems and bodies of commercial law and practices normally found in countries with more developed market economies. Exchanges operating outside the U.S. typically limit or prohibit, or may in the future without notice limit or prohibit, investment by entities with U.S. beneficial owners in order to avoid U.S. regulations. Should an exchange on which a Private Fund trades prohibit U.S. beneficial owners or limit the Private Fund’s trading, the Private Fund may be forced to liquidate its positions at an inopportune time and be further limited or prevented from making investments in accordance with its investment strategy. It is possible in such an event that the exchange could “freeze” the Private Fund’s account thereby preventing the Private Fund from accessing its account completely, and the Private Fund would be unable to trade or withdraw funds from the exchange. Furthermore, any trading profits that a Private Fund would have made as a result of early liquidation will not be available to the Private Fund and the Private Fund, in certain cases, may be obligated to indemnify the exchange for losses incurred due to the liquidation and to participate in an investigation conducted by the exchange and/or relevant authorities. If a Private Fund, either directly or indirectly, holds assets on an exchange where it is technically not an eligible counterparty, the exchange may have a claim for breach of contract against the Private Fund. These legal and regulatory risks may adversely affect the Private Funds and their operations and investments.

Risk of Loss of Private Key Digital Assets are controllable only by the possessor of unique private keys relating to the addresses in which the Digital Assets are held. The theft, loss or destruction of a private key required to access a Digital Asset is irreversible, and such private keys would not be capable of being restored by a Private Fund. Any loss of private keys relating to digital wallets used to store a Private Fund’s Digital Assets could result in the loss of the Digital Assets and an investor could incur substantial, or even total, loss of capital. Risk of Loss Due to Incapacitation of Key Personnel Key personnel may be the sole individuals in possession of the unique private keys required to access the Digital Assets held by a Private Fund. The incapacitation of such key personnel would likely result in the loss of the private keys and, consequently, the loss of the Digital Assets held by the Private Fund. In such an event, investors could incur substantial, or even total, loss of capital. Risk of Loss Due to Failure of Custodial Systems Quiet may utilize a proprietary self-custody system for custody of a Private Fund’s assets that seeks to mitigate risk from any single malicious individual or security threat, however there are a variety of risks that could lead to a system failure, resulting in the loss of a Private Fund’s Digital Assets. Any hardware, including physical backups used by Quiet to store a Private Fund’s Digital Assets, could fail or become unusable. The incapacitation or coercion of any privileged team members of Quiet who have access to the cryptographic keys required to access some or all of the Digital Assets held by a Private Fund could result in the loss of the private keys and consequently, the loss of the Digital Assets held by the Private Fund. The system is also vulnerable to a malicious insider sabotaging the system or sophisticated malware and cryptographic errors or attacks, which could lead to a loss of funds. Additionally, while funds are being transferred from the applicable custody system, protocol, application, or user errors could additionally lead to incorrect sends that cause funds to be irrecoverably lost. In any of the events described above, investors could incur substantial, or even total, loss of capital. Trading on Digital Asset Networks Certain Private Funds will convert U.S. dollar contributions made by their investors to Digital Assets over specific networks, as applicable. Such Private Funds may use certain Digital Assets to purchase other Digital Assets. Many Digital Asset networks are online end-user-to-end-user networks that host a public transaction ledger, known as the blockchain, and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such networks. In many Digital Asset transactions, the recipient of the Digital Asset must provide its public key, which serves as an address for a digital wallet, to the party initiating the transfer. In the data packets distributed from Digital Asset software programs to confirm transaction activity, each Digital Asset user must “sign” transactions with a data code derived from entering the

private key into a “hashing algorithm,” which signature serves as validation that the transaction has been authorized by the owner of such Digital Asset. This process is vulnerable to hacking and malware, and could lead to theft of a Private Fund’s digital wallets and the loss of the Private Fund’s Digital Assets. Many Digital Asset exchanges have been closed due to fraud, failure, or security breaches. In many of these instances, the customers of such Digital Asset exchanges were not compensated or made whole for the partial or complete losses of their account balances in such Digital Asset exchange. Amendments to a Digital Asset Network’s Protocols and Software Could Adversely Affect the Private Funds’ Investment and Trading Activities Digital Asset networks (collectively, “Networks”) are typically based on protocols that govern peer-to-peer interactions between computers connected to a Network. Generally, the code that sets forth a Digital Asset’s protocol is informally managed by a development team known as the core developers. A Digital Asset’s core developers, miners, and/or users (each such core group in respect of a particular Digital Asset, the “Community”) can propose amendments to a Network’s source code through one or more software upgrades that alter such Digital Asset’s protocols, the software that govern its Network and the properties of the Digital Asset itself, including, but not limited to, the irreversibility of transactions and limitations on the mining/creation of new Digital Asset units. To the extent that a majority of a Community installs such software upgrade(s), such Digital Asset’s Network could be subject to new protocols and software that may adversely affect the Private Funds’ investment and trading activities. If less than a majority of a Community installs such software upgrade(s), such Digital Asset’s Network could “fork.” Many Digital Assets are open source projects and, although there may be an influential group of leaders in a specific Community, there may be no official developers or group of developers that formally control the applicable Network. For many Digital Assets, any individual can download the applicable Network software and make any desired modifications, which are proposed to the relevant Digital Asset’s Community through software downloads and upgrades. However, the Community must usually consent to those software modifications by downloading the altered software or upgrade that implements the changes; otherwise, the changes do not become a part of that Network. A developer or group of developers could potentially propose a modification to a Network that is not accepted by the applicable Community, but that is nonetheless accepted by a substantial portion of such Community. In such a case, a “fork” in the blockchain could develop and two separate Networks could result, one running the pre-modification software program and the other running the modified version (i.e., a second such Network in respect of the same Digital Asset). Such a fork in the blockchain typically would be addressed by Community-led efforts to merge the forked blockchains. This kind of split in a Network could materially and adversely affect the value of a Private Fund’s investments and, in the worst-case scenario, harm the sustainability of the applicable Digital Asset’s economy.

Concentrated Ownership of Digital Assets Certain Digital Assets may have highly concentrated ownership, with certain wallets, or groups of wallets owned or controlled by a single or small group of persons, holding a majority or a substantial portion of a Digital Asset in circulation. In the event such person or persons determine to sell or otherwise dispose of such Digital Asset in a short period of time, the price for such Digital Asset could rapidly decline. If a Private Fund is holding such Digital Asset at such time, the value of the Private Fund’s holdings of such Digital Asset may be materially and adversely affected. Digital Asset Transaction Costs and Settlement Times Transaction costs related to the purchase, sale, or exchange of Digital Assets can be significant depending on the Network, Digital Asset exchange, or other means used to engage in such transaction. Because Networks can only process a limited number of transactions simultaneously, the fees charged to process a specific transaction or the settlement time for such transaction may be significant. Such fees or delayed settlement times may limit a Private Fund’s ability to engage in subsequent transactions or to exit positions during periods of heightened volatility without incurring substantial fees or other transaction costs. Forks and Airdrops The blockchain code for a Digital Asset may be split, resulting in two different Digital Assets: one that is unaltered and a second, new Digital Asset whose code is based on but differs from the original Digital Asset’s code (a “Hard Fork”). Further, new Digital Assets may be distributed via “airdrops” to holders of certain existing Digital Assets (an “Airdrop”). New Digital Assets provided via a Hard Fork or Airdrop are provided involuntarily and without consideration. A Hard Fork or Airdrop may affect the value of the original Digital Asset. Quiet, in its sole discretion, may elect to claim the new Digital Asset created as a result of a Hard Fork or Airdrop. Further, various exchanges, custodians, wallets, or other storage solutions may not accommodate such Hard Forks or Airdrops or may only accommodate such Hard Forks or Airdrops after a significant period of time. Additionally, Quiet may not have any systems in place to monitor or participate in Hard Forks or Airdrops. Therefore, a Private Fund may not receive any new Digital Assets created as a result of a Hard Fork or Airdrop, thus losing any potential value from such Digital Assets. Digital Assets Miners May Cease to Solve Blocks If the award of new Digital Assets, including bitcoins or other coins, as applicable, for solving blocks declines and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing operations would reduce the collective processing power on such Digital Asset network, as applicable, which would adversely affect the confirmation process for transactions (i.e., decreasing the speed at which blocks are added to the blockchain until the next scheduled adjustment in difficulty for block solutions) and make such network more vulnerable to a malicious actor or botnet obtaining

control in excess of 50% of the processing power on such network. Any reduction in confidence in the confirmation process or processing power of such network may adversely impact an investment in a Private Fund. Intellectual Property Rights Claims May Adversely Affect the Operation of Digital Asset Networks Third parties may assert intellectual property claims relating to the operation of Digital Assets and their source code relating to the holding and transfer of such assets. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the Digital Asset’s long-term viability or the ability of end-users to hold and transfer Digital Assets may adversely affect an investment in a Private Fund. Additionally, a meritorious intellectual property claim could prevent a Private Fund and other end-users from accessing such Digital Asset network or holding or transferring their Digital Assets, which could force the Private Fund to terminate and liquidate its Digital Assets (if such liquidation of the Private Fund’s Digital Assets is possible). As a result, an intellectual property claim against a Private Fund could adversely affect an investment in a Private Fund. Stolen or Incorrectly Transferred Digital Assets May be Irretrievable Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of Digital Assets or a theft of Digital Assets generally will not be reversible, and a Private Fund may not be capable of seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, a Private Fund’s Digital Assets could be transferred in incorrect amounts or to unauthorized third parties. To the extent that a Private Fund is unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received the Private Fund’s Digital Assets through error or theft, the Private Fund will be unable to revert or otherwise recover incorrectly transferred Digital Assets. To the extent that a Private Fund is unable to seek redress for such error or theft, such loss could adversely affect an investment in a Private Fund. Synthetic Exposure to Certain Investments A Private Fund may be ineligible from making certain investments due to, without limitation, the criteria for eligibility of investment in such investment as determined by the issuer and, as a result, the Private Fund may seek to gain exposure to such investment synthetically through a participation agreement, total return swap or by other means with another Private Fund or special purpose vehicle managed by Quiet or an affiliate as determined by Quiet in its sole discretion. Such synthetic exposure may require a Private Fund to post collateral and at times pay premiums or other similar payments to maintain exposure to certain investments. These arrangements may increase a Private Fund’s administration expenses. There is no guarantee that premiums or other payments made to gain synthetic exposure to such investments will result in a positive return for a Private Fund.

Synthetic Exposure Risks A Private Fund’s exposure to certain investments through a participation agreement, total return swap, or structured notes, which may involve another fund’s trading of derivatives, such as swaps, options, or contracts, may entail greater risk than direct investments in the underlying assets, such as increased counterparty risk, liquidity risk, leverage risk, valuation risk, and legal risk. A Private Fund may not have the same rights or remedies as a direct investor in the underlying assets, and may be subject to additional fees, expenses, or taxes. A Private Fund may also be exposed to the risk of loss or impairment of any collateral posted by another fund to secure the derivatives. There can be no assurance that the synthetic exposure will accurately reflect the performance of the underlying assets or that a Private Fund will achieve its investment objective through the synthetic exposure. Risk Related to the Use of Structured Notes for Exchange Access Certain Private Funds may carry out their investment programs synthetically through a structured note with another Private Fund managed by Quiet or an affiliate. Such structured notes may have long maturity dates, which may increase the uncertainty and volatility of the lender’s (i.e., the Private Fund’s) cash flow. A Private Fund can be adversely impacted if the underlying market conditions move adversely against the borrower or if the borrower defaults on its obligations to the Private Fund. In the event of the default of the borrower, a Private Fund may have limited recourse against the borrower, and the Private Fund will not be able to sell or transfer such structured note in the secondary market. In such instance, a Private Fund may be unable to recover the full principal amounts and interest payments on the structured note, which in return may adversely impact the return on the Private Fund. Risks Associated with Investing through Decentralized Exchanges (“DEXs”) Certain Private Funds may invest through decentralized exchanges (“DEXs”), which exposes the Private Funds to significant risks arising from the nascent and experimental nature of decentralized finance. These risks include, but are not limited to, concentration risk due to the limited number of available platforms, uncertain regulatory treatment that could result in enforcement actions against DEXs or their users, and Quiet’s inability to independently verify the completeness or accuracy of information and interest rates provided by DEXs. Such Private Funds also may face collateral and borrower default risks, as the extreme volatility of Digital Assets may cause collateral values to decline rapidly below loan thresholds despite over-collateralization requirements and algorithmic liquidation triggers, as well as interest rate risk from variable rates set by DEXs that may decline after the Private Funds have committed capital. Additionally, DEXs’ reliance on smart contracts, blockchain networks, and third-party Service Providers may also introduce certain technological, operational, and systemic risks. Risk of Cryptocurrencies Lending

Certain Private Funds may borrow and lend cryptocurrencies, tokens, and other types of Digital Assets in the ordinary course of their business. Third parties that borrow cryptocurrencies, tokens, or other Digital Assets from a Private Fund may not be able to return these cryptocurrencies, tokens, or other Digital Assets on demand (possibly causing the Private Fund to default on its obligations to other parties) and may also default on the payment obligations owed to the Private Fund in connection with such loans, potentially resulting in substantial losses to the Private Fund. A Private Fund may lose the entire value of the cryptocurrencies, tokens, and other types of Digital Assets it lends to defaulting borrowers. A Private Fund may lend only one or a limited universe of Digital Assets, including but not limited to stablecoins. In the event of the catastrophic failure of a particular Digital Asset protocol, such protocol may convert the entire Digital Asset to another digital currency or Digital Asset (such as Ethereum), which may result in a particular risk that some or all of the principal may be lost, or assets placed into the protocol may be lost in their entirety. Securities and Digital Asset Lending and Borrowing Certain Private Funds may lend securities or Digital Assets to securities brokers and other institutions to earn additional income or borrow securities or Digital Assets from securities brokers or other institutions to enable short sales. If the other party becomes insolvent or bankrupt, such Private Fund could experience delays and costs in recovering payment or the securities. If, in the meantime, the value of the securities changes, the Private Fund could experience further losses. Security and Digital Assets loans may be fully collateralized and Quiet may misjudge the creditworthiness of the other party to the transaction. If the lending or borrowing occurs through a blockchain-based platform, additional risks related to such platform may impair a Private Fund’s loans or collateral. Digital Assets Lending Programs Certain Private Funds may participate in Digital Asset lending programs offered by certain centralized and DeFi (blockchain protocol-based) exchanges to investors, including investors seeking to short such Digital Assets. Interest will accrue to the Private Funds until such Digital Assets are replaced. While the exchanges on which the Private Funds lend their Digital Assets requires borrowers to post collateral and provides for forced liquidation procedures, there is no assurance that such procedures will prevent the Private Funds from losing capital in connection with their lending practices. For any particular loan, and thus for all loans, there are many risks that some or all of the principal and interest may fail to be repaid, including but not limited to: the value of the borrower’s leveraged position declines so quickly that forced liquidation does not occur quickly enough to preserve some or all of the principal and interest; a “flash crash” causes a forced liquidation at a price insufficient to recover some or all of the principal and interest; the software systems enforcing forced liquidation do not function correctly or at all; the software systems enforcing forced liquidation function correctly but are too slow to preserve some or all of the principal and interest; the software systems enforcing forced liquidation are compromised due to an attack or “hack”; the exchange purported to enforce liquidation does not do so, for any reason or for no reason at all; and the exchange purported to enforce

liquidation experiences a disruption of service, is halted by an investigation, regulatory enforcement, or litigation, or otherwise becomes non-operational. Risk of Rug Pull Scam In recent years, “rug pull” scams have become a predominant exit scam in the Digital Asset and DeFi space. A “rug pull” scam (also known as “rugging”) occurs when a hacker or a fraudulent issue injects liquidity into an underlying asset that is thinly traded and, in some cases, encourages other investors to do the same, causing a significant increase in the underlying price (such increase otherwise known as the “pump” in a “pump-and-dump scheme”). In a rug pull, the hacker or issuer subsequently sells its underlying assets, receiving generally a large profit (otherwise known as the “dump”). Such a large sell-off of the assets may cause a chain reaction in the marketplace that crashes the value of the asset. While it may be difficult to detect a rug pull before it has been completed, Quiet conducts extensive research before investing in any Digital Assets whether such asset is susceptible to becoming victim to a rug pull to minimize the likelihood of a rug pull affecting the Private Funds’ investments. A rug pull may adversely affect an investor’s investment and could result in a total loss of capital. Non-Fungible Tokens NFTs are unique Digital Assets (often in the form of art or collectibles) that cannot be exchanged for the same amount of the same kind of asset because each holds different characteristics. Unlike digital currencies, NFTs are differentiated from others of its kind in code, and each may hold several different functionalities and characteristics. Similar to digital currencies, there are risks associated with using internet-based assets, including, but not limited to, the risk of source code, hardware, software and Internet connections failure or problems. The source code relating to the holding and transfer of such assets is vulnerable to software failure, hacking, and malware, and could lead to theft and loss of a Private Fund’s assets. NFTs are created, issued, and transmitted according to their respective protocols run by computers in the NFT network. These protocols may have underlying flaws that may result in the loss of some or all assets held by a Private Fund. These protocols may also be subject to network scale attacks that result in the loss of some or all assets held by a Private Fund. In general, these protocols are currently start-up businesses with no institutional backing, limited operating history and no publicly available financial information. The participation in such protocols requires users to take on risk by transferring Digital Assets from a personal account to a third-party’s account. In particular, NFTs are traded peer-to-peer in decentralized online marketplaces; therefore, it may be difficult or impossible to verify the identity of third-party buyers and sellers, or whether a third-party buyer or seller is a bona fide participant in the network. This creates credit risk that the unknown counterparty will not perform its obligations under the related agreement. It also increases the risk of fraudulent transactions, in that an unscrupulous market participant could use hidden wallets to sell and/or buy assets to or from itself at inflated prices, thereby seeming to create gains that in reality do not exist. For example, OpenSea is the largest marketplace for user-owned digital goods and NFTs; however, it is only an administrative

platform that facilitates peer-to-peer transactions between buyers and sellers. OpenSea is not a broker, financial institution, or creditor. A Private Fund is therefore subject to risks that a counterparty will not perform its obligations under the related contracts without any recourse through the exchange platform. These platforms may also impose daily, weekly, monthly, or customer-specific transaction or distribution limits or suspend access or withdrawals entirely, rendering the exchange of such Digital Assets for fiat currency difficult or impossible. Additionally, Digital Asset prices and valuations on such platforms have been volatile and subject to influence by many factors including the levels of liquidity on protocols and operational interruptions and disruptions. The prices and valuation of Digital Assets remain subject to any volatility experienced by Digital Asset protocols, and any such volatility can adversely affect an investment in a Private Fund. Risks of Using AI in Investment Activities Certain Private Funds are actively managed and seek to achieve their investment objectives by making investments based on Quiet’s proprietary AI systems or third-party licensed trading technology, both of which employ agents, algorithms, models, data sources, risk parameters, and portfolio construction techniques to execute trades autonomously. As a result, investing such Private Funds involves risks associated with the Private Funds’ reliance on AI for investment decisions, including but not limited to:

Reliance on AI Systems and Agents. Certain Private Funds’ investment strategies heavily depend on proprietary AI systems and autonomous agents to analyze data, identify investment opportunities, and execute trades. These AI systems are complex and may not perform as expected due to limitations in their design, training, or execution. There can be no assurance that AI systems will accurately predict market trends, asset prices, or economic conditions, and errors or underperformance in these systems could lead to significant investment losses.

Data Dependency and Quality Risks. AI systems rely on vast datasets for training and operation, including historical market data, economic indicators, and other inputs. The accuracy and reliability of these datasets are critical to the performance of the AI systems. Incomplete, inaccurate, biased, or outdated data could lead to flawed analyses and poor investment decisions. Additionally, the AI systems may have limited control over the quality or availability of third-party data sources, increasing the risk of adverse outcomes.

AI Hallucination Risks. AI systems may produce outputs that are inaccurate, fabricated, or disconnected from reality, commonly referred to as “hallucinations.” These hallucinations could lead to erroneous market analyses, flawed investment decisions, or inappropriate trading signals.

Risk of Bias. AI systems may also return inaccurate results due to biases embedded in the AI systems’ models, code or data. Biases may be intentional or inadvertent. Where a model relies on publicly-available data, particularly data on internet sites or services that permit users to create content, there is an increased risk that the data may impart bias to

the AI systems or that misinformation will be incorporated in or influence the AI systems’ outputs.

Misinformation Risk. AI systems are highly dependent on the data and other inputs used to “train” them (whether such inputs are incorporated through human intervention or as a result of systematic effects) and, as a result, are prone to error or manipulation. AI systems can also make underlying logic for computations and results difficult to interpret and can behave in undesired or unexpected ways, and the effects of such behavior may compound over time and have material adverse effects on the Private Funds. It can be difficult to detect and/or remediate such behavior, or to implement improvements to AI systems.

Model Overfitting and Generalization Risks. AI systems may be susceptible to overfitting, where they perform well on historical data but fail to generalize to new, unseen market conditions. Overfitted models may produce unreliable predictions or trading signals, particularly in volatile or unprecedented market environments. The inability to adapt AI models to changing market dynamics could result in significant losses.

Limited Capabilities of Models. The number of AI systems tailored to the needs of investment managers is small, and some of the tailored AI systems utilize other more general AI technologies not designed for use in investment management. More general AI technologies generally do not contain safeguards and other controls that might be desirable in an AI system purpose-built for use by investment managers. To the extent that Quiet or the Private Funds uses non-investment management AI systems or AI technologies, there is a greater risk the AI system will return inaccurate or counterproductive recommendations or take errant automated actions.

Algorithmic and Coding Errors. The development and deployment of AI systems and agents involve complex coding and software engineering. Errors, bugs, or vulnerabilities in the underlying code could lead to incorrect investment decisions, unintended trades, or system failures. Even minor coding errors could have outsized impacts on the Private Funds’ investments, potentially resulting in substantial losses.

Black Box Nature of AI Systems. AI systems may operate as “black boxes,” where the rationale for their decisions is not fully transparent or interpretable, even to Quiet. This lack of transparency may limit Quiet’s ability to understand, monitor, or correct AI-driven decisions, increasing the risk of unexpected outcomes.

Limited Human Oversight. While AI systems are designed to operate autonomously or semi-autonomously, human oversight may be limited in certain circumstances due to the speed and complexity of AI-driven trading. Reduced human intervention could increase the risk of undetected errors or inappropriate investment decisions, particularly during periods of market stress.

Intellectual Property and Competitive Risks. Proprietary AI systems and algorithms represent valuable intellectual property. Unauthorized access, reverse-engineering, or replication by competitors could erode the Private Funds’ competitive advantage.

Additionally, disputes over intellectual property rights with third parties could result in costly litigation or restrictions on the Private Funds’ use of the AI systems.

Reliance on the Internet. An AI system’s ability to process data may be adversely affected if Quiet, or the provider of the AI system, experiences any disruptions to its computing resources or network connections, including disruption of cloud-based computing resources.

Reliance on Technology. Certain Private Funds may be exposed to risks caused by failures of IT infrastructure and data. Outright failure or a partial impairment (whether due to external situations or internal file corruption) of the underlying hardware, operating system, software or network may leave the Private Funds unable to trade either generally or in certain of its strategies, and this may expose it to risk should the outage coincide with turbulent market conditions. In the worst case, Quiet may have to liquidate the Private Funds’ entire portfolio as the only safe way to proceed should a crippling system outage occur.

Cybersecurity and System Vulnerabilities. AI systems and supporting infrastructure are vulnerable to cybersecurity threats, including hacking, malware, and data breaches. A successful cyberattack could compromise the integrity of AI systems, disrupt trading operations, or result in the theft of proprietary algorithms or sensitive data. Such incidents could lead to significant financial losses, reputational harm, or regulatory penalties.

Market and Execution Risks Specific to AI Strategies. AI-driven trading strategies may generate high-frequency or large-volume trades, which could exacerbate market impact costs, increase transaction fees, or contribute to market volatility. Additionally, AI systems may compete with other market participants using similar AI technologies, potentially reducing the effectiveness of a Private Fund’s strategy or leading to crowded trades that amplify losses during market downturns.

Sustainability Risks. AI systems, particularly those reliant on AI technologies, typically utilize data centers to acquire, analyze, organize and/or synthesize data and other information. Data centers currently account for a significant portion of global CO2 emissions and Quiet expects that portion to grow over time. Governments, or selfregulatory agencies, in the United States, United Kingdom, European Union or other jurisdictions may impose new laws or regulations imposing restrictions on the operation of data centers, including limiting or prohibiting the use of public utilities for data centers’ power needs. Any limitations or restrictions on the operation of data centers is likely to have an adverse impact on a Private Fund’s ability to pursue its investment objective. In addition, United States or non-U.S. laws may require potential investors to consider the sustainability risks associated with an investment in a Private Fund. Any laws or regulations that impede a Private Fund’s ability to raise capital will increase Private Fund expenses borne by investors and may adversely impact such Private Fund’s investment strategy.

Regulatory and Compliance Risks. The use of AI in investment management is subject to evolving regulatory scrutiny in various jurisdictions. Regulatory authorities may impose restrictions, reporting requirements, or penalties related to the Private Funds’ use of AI, particularly if AI-driven decisions are deemed to violate securities laws, anti-manipulation rules, or other regulations. Non-compliance with applicable regulations could result in fines, sanctions, or restrictions on the Private Funds’ operations.

MNPI and Confidential Information. Data used to train AI systems may incorporate confidential information (including material non-public information), including data disclosed in contravention of non-disclosure agreements. The inclusion of confidential information may be the result of its unintended inclusion in large data sets, its inclusion in any input or prompt of a user of the AI systems (including users unaffiliated with Quiet or the Private Funds) or as result of “web scraping” of information available on internet sites (for example, confidential information unintentionally posted by a third party to a publicly-available website or service). In any case, the inclusion of any confidential information in an AI system’s data set could result in a Private Fund inadvertently and unknowingly making an investment based on that information, which could result in such Private Fund violating U.S. or foreign securities laws. Further, in certain cases, AI systems may add to its data sets any information contained in user queries. Where this is the case and the AI system is not proprietary or exclusive to Quiet, information contained or implied in Quiet’s queries may be incorporated into the AI system and may affect responses to third-parties’ queries. Where that data is sensitive or contains information about the Private Funds’ actual or prospective investments, Quiet or the Private Funds may be adversely impacted.

Fund-of-Funds Investment Related Risks Reliance on Portfolio Funds and Other Third Parties Certain Private Funds’ ability to access investment opportunities is largely predicated on their strategic partnerships with one or more investments in private venture capital investment funds (“Portfolio Funds”), each of which is responsible for identifying, diligencing, and sponsoring investments. Such Private Funds will also rely on a Portfolio Fund’s evaluation of a company with respect to its own decision to invest (or in certain cases, its agreement to invest upon certain circumstances). This reliance introduces several layers of risks, including that a Portfolio Fund may fail to identify material risks during diligence, that a Private Fund’s investment pipeline is constrained by the Portfolio Fund’s ability to present opportunities, and that the Private Funds may be investing in companies they have not independently sourced or vetted, elevating the risk of adverse selection. While a Private Fund’s general partner may conduct some limited confirmatory analysis or portfolio monitoring, it may not conduct a comprehensive underwriting process for each investment and may be unable to uncover hidden issues prior to making or continuing an investment.

The purpose of this Code is to require Quiet and Adviser Personnel to act in the best interests of its clients at all times and to address potential conflicts of interest between Quiet, Adviser Personnel and clients. Adviser Personnel must acknowledge their receipt and understanding of the provisions contained in the Code, on an annual basis, and upon any amendments thereto. Quiet anticipates that, in appropriate circumstances, it may cause a Private Fund to affect the purchase or sale of securities in which Quiet, Adviser Personnel and/or clients, directly or indirectly, have a position of interest. This arrangement may result in a conflict of interest in that Quiet, and/or Adviser Personnel may be deemed to have affected or recommended an investment based solely on its financial interest. In order to mitigate this conflict of interest, a determination must be made by Quiet prior to such a transaction that it is consistent with the client’s investment objectives. In addition, the Code is reasonably designed to ensure that any conflict of interest arising from such an arrangement will always be resolved in favor of the client. The Code also governs the personal trading activities of Adviser Personnel and is intended to ensure securities transactions effected by them are conducted in a manner that avoids any actual or potential conflict of interest between such persons and the clients or affiliates of Quiet. The Firm collects, reviews and maintains records of securities holdings and securities transactions

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

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

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

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

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

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

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

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

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

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

• Proprietary and other internal Quiet vehicles;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Composition of each Private Fund’s portfolio and each Private Fund’s investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage or other similar risk metrics) and the scope of a Private Fund’s investment mandate including whether mandates are identified as primary or secondary, and whether the mandate is limited or otherwise restricted to specific types of investments/assets;

The suitability as a follow-on investment for a current portfolio investment of a Private Fund or to upsize an existing investment;

• Timing expected necessary to execute an investment; • The amount and use of leverage, if any, in the proposed capital structure; • The availability of other suitable investments for each Private Fund; • Supply or demand of an investment opportunity at a given price level; • Risk considerations; • Cash flow considerations; • The centrality of an investment to a Private Fund’s strategy; • Asset class restrictions; • The seniority of an investment and other capital structuring criteria; • Industry and other allocation targets; • Minimum and maximum investment size requirements; • Tax and accounting implications;

Whether an investment opportunity requires additional consents or authorizations from the Private Fund, investors or Third Parties;

Whether an investment opportunity would enable a Private Fund to qualify for certain programmatic benefits or discounts that are not readily available to other Private Funds including, but not limited to, the ability to enter into credit arrangements with certain financial or governmental institutions;

Whether the investment opportunity would create a conflict of interest with respect to a Private Fund, Quiet or its affiliates;

• Whether there are any established guidelines regarding rotation; • Avoiding allocations that could result in de minimis or odd lot investments; • Legal, contractual or regulatory constraints; and

Any other relevant limitations imposed by or conditions set forth in the offering documents, partnership agreement or other governing documents of each Private Fund.

The application of the Investment Allocation Requirements and factors set forth above will often result in allocation on a non-pro rata basis and there can be no assurance that a Private Fund will participate in all investment opportunities that fall within its investment objectives. Quiet makes allocation determinations based solely on Quiet’s expectations at the time such investments and dispositions are made, however investments and their characteristics may change and there can be no assurance that an investment or disposition will not prove to have been more suitable for another Private Fund in hindsight. In addition, a Private Fund potentially will not pursue an investment opportunity that is within its mandate as a result of activities of, or other investments made by, other Private Funds and/or their portfolio investments. In some cases, Quiet’s observation and application of the Investment Allocation Requirements may affect adversely the price paid or received by a Private Fund, or the size of the position purchased or sold by the Private Fund. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. For example, in allocating an investment opportunity among Private Funds with differing fee, expense and compensation structures, Quiet has an incentive to allocate investment opportunities to the Private Funds from which Quiet or its related persons derive, directly or indirectly, higher fees, compensation or other benefits. Quiet’s allocation of investment opportunities among the Private Funds may not always, and often will not, be proportional. While Quiet determines how to allocate investment opportunities in a way that it believes is fair and equitable, or appropriate under the circumstances, over time, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Private Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which Quiet is subject, discussed herein, did not exist. In addition, Adviser Personnel invest indirectly in and are expected to invest directly in Private Funds and therefore generally participate indirectly in investments made by the Private Funds in which they invest. Such interests will vary by Private Fund and potentially will create an incentive to allocate particularly attractive investment opportunities to the Private Fund in which such personnel hold a greater interest. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Private Fund. For example, additional conflicts could arise to the extent Quiet and/or its affiliates, or Adviser Personnel, hold an outsized economic position in any of the participating Private Funds. In such cases, Quiet could be incentivized to manage such arrangements in a manner that

would enhance the returns of the Private Funds in which Quiet and/or its related parties hold a substantial portion of the equity, even to the detriment of other Private Funds. A conflict also arises in allocating an investment opportunity if the potential investment target could be acquired by either a Private Fund, a proprietary vehicle, or a portfolio investment of another Private Fund. In making such an allocation determination, Quiet will consider one or more of the factors set forth above and will make a determination in its good faith discretion. Allocation of Follow-on Investment Opportunities Quiet’s general policy is to consider follow-on investment opportunities in a particular portfolio investment on a priority basis for the Private Fund(s) that has an existing substantial investment in such portfolio investment, subject to any specific provisions related to the allocation of followon investment opportunities described in the offering documents, partnership agreement or other governing documents of any particular Private Fund(s). If Private Funds of different vintages (i.e., Private Funds formed at different times) have an existing investment in a portfolio investment, pro-rata follow-on investment opportunities for that company generally will be first considered for the Private Fund or Private Funds that made the most recent investment in such portfolio investment; provided, that, subject to any consents or other conditions expressly required under the Offering Documents of the applicable Private Funds, Quiet is permitted to allocate such opportunities differently if it determines, in its sole discretion, that such different allocation is appropriate under the circumstances (including, without limitation, if the previous investment was a small tracking check, or if one of the Private Funds lacks sufficient unreserved capital for such follow-on investment or lacks sufficient liquidity in order to make such pro-rata follow-on investment or is overly concentrated in securities of such company). To the extent that there is additional capacity in a follow-on investment opportunity that is beyond pro-rata, Quiet may offer such opportunity to other Private Funds or co-investors. For example, Quiet may offer such opportunities to other Private Funds with the sector focus or may form a Fund which has a primary purpose of investing in follow-on investment opportunities. While a Private Fund may have made an initial investment in a particular portfolio investment, such Private Fund’s general partner, in its sole discretion taking into account a number of factors that it determines to be relevant under the circumstances, may determine that such Private Fund will not participate (at all or in full) in a follow-on investment opportunity in such portfolio investment, and Quiet may determine that another Private Fund will instead participate in such investment opportunity in whole or in part. For example, following an initial seed investment in a portfolio investment (including through a seed investment entity), Quiet will generally seek to continue to monitor the performance of such portfolio investment and further foster and develop the relationship between Quiet and such portfolio investment’s founders in efforts to enable Quiet to leverage early insights and exposure to such portfolio investment and founders to position a Private Fund to lead or participate in future financing rounds or secondary opportunities with respect to the securities of such portfolio investment. While Quiet is permitted to seek to position itself to lead such portfolio investment’s next round(s) of financing, Quiet may not lead or participate in such round(s) of financing for a number of reasons, including,

without limitation, that the portfolio investment elects to raise capital from other investors or that Quiet determines that leading such round(s) of financing may not be an attractive investment opportunity for a Private Fund at such time. As a portfolio investment in which a Private Fund has made a seed investment continues to develop and mature over time, such portfolio investment may seek to raise multiple subsequent rounds of financing beyond a series seed or series A financing. In the event Quiet has the opportunity to lead or participate in such successive rounds of financing (or other secondary opportunities) with respect to such portfolio investment, Quiet will seek to evaluate such investment opportunities considering any factors set forth in the Offering Documents of the applicable Private Fund(s). In certain instances, following its review of an investment opportunity and the relevant facts and circumstances, Quiet is authorized to determine that such opportunity may be allocated in whole or in part to other Private Funds without participation from the Private Fund that has an existing investment in the portfolio investment. In certain cases certain Private Funds will make a follow-on investment in a portfolio investment where such portfolio investment is underperforming or would not otherwise meet the underwriting criteria for an initial investment by such Private Funds in an effort to mitigate future losses and/or otherwise support the growth of the portfolio investment. Such investments have the potential to create goodwill that leads to future investment opportunities; however, such opportunities potentially will inure to the benefit of other Private Funds rather than the investing Private Funds. In addition, such investments will reduce the investing Private Funds’ capacity to make investments in future investment opportunities that Quiet may view as more attractive. Follow-on investment opportunities will potentially present other conflicts of interest for Quiet, including determination of the terms of the new round of financing. In some cases, a Private Fund (including a co-investment vehicle) participating in a follow-on investment may be allocated certain investment amounts by nature of another Private Fund’s pro rata ownership in the applicable portfolio investment to the extent the latter Private Fund has preemptive rights, rights of first refusal or similar rights in connection with its investment in such portfolio investment. In addition, a Private Fund (including a co-investment vehicle) may participate in recapitalization transactions involving portfolio investments in which another Private Fund has already invested or will invest. Conflicts of interest arise in connection with the foregoing scenarios, including in regard to determinations of whether existing investors (which may include a Private Fund) are disposing of their investment in a portfolio investment at a price that is higher or lower than market value and whether new investors (which may include another Private Fund, including a co-investment vehicle) are paying too much or too little for securities of a portfolio investment or purchasing portfolio investment securities with terms that are more or less favorable than existing investors’ portfolio investment securities. New investors that make follow-on investments in portfolio investments in which existing investors have already invested potentially will have a liquidation preference and other terms that are more favorable than investing investors’ investment. Furthermore, a conflict of interest also arises because a Private Fund that participates in a followon investment in a portfolio investment held by another Private Fund will benefit from the initial

evaluation, investigation and due diligence undertaken by Quiet on behalf of the original Private Fund and from operational or other information about such portfolio investment acquired from the original Private Fund’s ownership of interests in the portfolio investment. In such circumstances, such benefiting Private Fund or Private Funds will not be required to reimburse the original Private Fund for expenses incurred in connection with researching such investment. An investment by a Private Fund in a portfolio investment in which another Private Fund invests at a later stage may be made at a higher or lower valuation than the investment in such portfolio investment by such other Private Fund and an investment by one or more other Private Funds in any such portfolio investment may dilute the original Private Fund’s interest in such portfolio investment as noted above. Quiet therefore faces conflicts of interest in negotiating the terms of any such follow-on investments, including as a result of its economic interest in the Private Funds. In addition, the Advisory Fees Quiet receives from a Private Fund may be based on invested capital, while another Private Fund’s Advisory Fee may be based on committed capital. Therefore, Quiet will potentially have an economic incentive to allocate investment opportunities to a Private Fund that could pay higher Advisory Fees based on such allocation (and not allocating an investment to another Private Fund would not alter the Advisory Fees paid by the Private Fund). Additionally, Quiet at times will make a follow-on investment in a portfolio investment because such follow-on investment protects the rights given to the investing Private Fund (or another Private Fund) previously or for reputational or strategic reasons, even when such follow-on investment’s valuation has decreased since the original investment. These reputational benefits and protections potentially will benefit and/or accrue to other Private Funds and/or Quiet at the expense of the current Private Fund(s) investing in such follow-on investment. Allocation of Co-Investment Opportunities and Secondary Transactions Quiet will determine if the amount of an investment opportunity exceeds the amount Quiet determines would be appropriate for the Private Funds (after taking into account any portion of the opportunity allocated by contract to certain participants in the applicable deal, such as cosponsors, consultants and Service Providers to Quiet and/or the Private Funds or management teams of the applicable portfolio investment, certain strategic investors and other investors whose allocation is determined by Quiet to be in the best interest of the applicable Private Fund), and any such excess may be offered to one or more co-investors pursuant to the procedures included in such Private Funds’ Offering Documents and disclosures to investors or, to the extent not addressed in such Private Funds’ Offering Documents and disclosures to investors, in accordance with the following paragraphs. There are expected to be circumstances where Quiet determines, for strategic or other reasons, the amount that could have otherwise been invested by a particular Private Fund is instead allocated to one or more co-investors. Allowing any coinvestment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Private Fund, and Quiet expects to be subject to potential conflicts of interest in determining the amount of investment opportunity that should be allocated to the Private Fund because (i) co-invest opportunities generally appeal to Private Fund investors and third parties, (ii) to the extent co-investments made by Private Fund investors

are not subjected to Advisory Fees and/or Performance Allocation, co-investments blend the effective rates of compensation paid solely for the benefit of the recipient co-investor and not for other Private Fund investors and (iii) any fees received with respect to co-investors’ proportionate share of a particular investment typically is not subject to the Advisory Fee offset provisions of the Offering Documents. A Private Fund’s general partner and its affiliates are permitted to make capital commitments and/or contributions to co-investment opportunities and co-investment vehicles investing alongside the Private Funds. Such amounts so committed or contributed are permitted, at the option of the applicable Private Fund’s general partner, to be deemed part of the amount Quiet is otherwise required to contribute to the Private Funds. Any such amounts would be in full or partial satisfaction of amounts that would otherwise be invested in the Private Fund in respect of such investment, which could reduce the amount of such co-investment available to the limited partners. In addition, any such amounts invested by a Private Fund’s general partner or its affiliates in co-investments alongside the Private Fund and deemed part of the amount Quiet is otherwise required to contribute will result in the general partner and/or its affiliates contributing less to the Private Fund than Quiet’s capital commitment to such Private Fund would otherwise imply. In addition, co-investment vehicles are typically formed to make investments alongside a Private Fund and will include co-investment vehicles for specific investors including for anchor investors and other investors as determined by Quiet. In such cases, the co-investment vehicle will have a priority right to make co-investments in some or all of the investments made by such Private Fund (including, a contractual right of first refusal with respect to a portion of any excess investment opportunity offered to a Private Fund). Specifically, Quiet has formed a co-investment vehicle for an anchor investor, which gives them a contractual right of first refusal to co-invest up to a specified percentage in an investment opportunity alongside a particular Private Fund. In addition, Quiet has formed a Private Fund dedicated to investing in certain follow-on opportunities as well as co-investment opportunities. The existence of any such priority rights will significantly reduce or eliminate co-investment opportunities available to other investors with respect to such Fund. Any such vehicle will be established at Quiet or its affiliates’ sole discretion and Quiet and its affiliates have no obligation to offer a similar opportunity to any other investor. Subject to any Investment Allocation Requirements or other specific agreements with an investor (including contractual rights of first refusal), in general, (i) no investor in a Private Fund has a right to participate in any co-investment opportunity and investing in a Private Fund does not give an investor any rights, entitlements or priority to co-investment opportunities, (ii) decisions regarding whether and to whom to offer co-investment opportunities, as well as the applicable terms on which a co-investment is made, are made in the sole discretion of Quiet or its related persons or other participants in the applicable transactions, such as co-sponsors, (iii) co-investment opportunities typically will be offered to some and not other investors in the Private Funds, in the sole discretion of Quiet or its related persons, investors may be offered a smaller amount of co-investment opportunities than originally requested and an investor may be offered

fewer co-investment opportunities than other investors in the same Private Fund, with the same, larger or smaller capital commitments to such Private Fund, and (iv) certain persons other than investors in the Private Funds (e.g., other Private Funds managed by Quiet, consultants, joint venture partners, Adviser Investors, prospective investors, persons associated with a portfolio investment and other Third Parties, including persons who Quiet believes will provide a benefit to a Private Fund and/or one or more portfolio investments or who provide a strategic sourcing or similar benefit to Quiet, a Private Fund, and/or a portfolio investment and one or more of their respective affiliates, due to industry or regulatory expertise or otherwise), rather than one or more investors in a Private Fund, will be offered co-investment opportunities, in the sole discretion of Quiet or its related persons, and co-investors will generally purchase their interests in a portfolio investment at the same time as the Private Funds or may on occasion purchase their interests from the applicable Private Funds after such Private Funds have consummated their investment in the portfolio investment (also known as a post-closing sell down or transfer). Each co-investment opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon the facts and circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). Additionally, non-binding acknowledgements of interest in co-investment opportunities are not Investment Allocation Requirements and do not require Quiet to notify the recipients of such acknowledgements if there is a co-investment opportunity. However, Quiet is expected to agree to give particular investors, Private Funds, or other third parties (including anchor or other early-committing investors or investors making large commitments) the opportunity to evaluate specified amounts of prospective co-investments in Private Fund portfolio investments or otherwise to have priority access to co-investment opportunities. Quiet reserves the right to offer co-investment opportunities to one or more potential co-investors, including Venture Partners, Service Providers and/or other third parties, as determined by the Offering Documents, side letters and Quiet’s allocation policy. The existence of such priority or other contractual co-investment access rights generally will impact Quiet’s decision to offer certain opportunities for co-investment and could limit the ability of Private Funds or their investors to be offered certain co-investment opportunities. In certain cases, determinations to allocate such amounts or investment opportunities to certain third parties (including, without limitation, Service Providers) will be made prior to the determination of the availability of opportunity for other co-investors, and as such generally will decrease the amount of co-investment opportunities available. In exercising its discretion to allocate co-investment opportunities (including side-by-side coinvestment rights) with respect to a particular investment among the Private Funds and other potential co-investors, Quiet is permitted to consider some or all of a wide range of factors, which include, but are not limited to, its own interests and/or one or more of the following:

Quiet’s evaluation of the size and financial resources of the potential co-investment party and Quiet’s perception of the ability of that potential co-investment party (in terms of, for example, staffing, expertise, and other resources or similar synergies) to efficiently and expeditiously participate in the investment opportunity with the relevant Private

Fund(s) without harming such Private Fund(s)’ consummation of the transaction, in particular when the investment opportunity is time-sensitive in nature, as is typically the case (including whether the potential co-investment party has a complicated tax structure that would require particular structuring implementation or covenants that would not otherwise be required);

Any confidentiality or publicity concerns Quiet has that have the potential to arise in connection with providing the other account or person with specific information relating to the investment opportunity in order to permit such potential co-investment party (including anchor or other early-committing investors or investors making large commitments) to evaluate the investment opportunity;

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

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

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

The ability of a potential co-investment party to aid in operating or monitoring a portfolio investment or the possession of certain expertise by a potential co-investment party and the potential co-investment party’s relationship with the management team of the potential portfolio investment and whether the potential co-investment party has any existing positions in the portfolio investment;

The extent to which a potential co-investment party has been provided a greater amount of co-investment opportunities relative to others;

Whether the potential co-investment party would require any governance rights that would complicate the transactions (or, alternatively, whether the potential co-investment party would be willing to defer to Quiet and assume a passive role in governing a portfolio investment);

Any interests a potential co-investment party has in any competitors of the portfolio investment;

The ability of a potential co-investment party to warehouse or hold investments for longer periods of time (or indefinitely);

Quiet’s perception of whether the investment opportunity has the potential to subject the potential co-investment party to legal, regulatory, competitive, confidentiality, reporting, public relations, media or other burdens that make it less likely that the other account or person would act upon the investment opportunity if offered;

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

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

Whether the potential co-investment party will make commitments to invest in other Private Funds (including concurrently with the applicable co-investment) as well as commitments to future funds raised by Quiet;

Whether the co-investment opportunity is being provided in connection with a potential investment in or acquisition of interests through a secondary transfer of the Private Funds (i.e., a stapled co-investment opportunity);

Whether Quiet believes, in its sole discretion, that allocating investment opportunities to a potential co-investment party will help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits (including strategic, sourcing or similar benefits) to current or future Private Funds and/or Quiet and whether the potential co-investment party has demonstrated a long-term and/or continuing commitment to the potential success of the current or future Private Funds and/or Quiet;

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

Any tax, regulatory, securities laws and/or other legal considerations with respect to the prospective co-investor (e.g., qualified purchaser or qualified institutional buyer status);

The size of the investment allocation available to Quiet (and not being allocated to any Private Fund or any of its affiliates) and the practicality of splitting the allocation into smaller tranches;

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;

Whether the prospective co-investor is considered “strategic” to the investment because it is able to offer Quiet or its affiliates or any funds or entities which they manage 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;

The size and/or timing of the prospective co-investor’s commitment to a Private Fund sponsored by Quiet;

The likelihood that the prospective co-investor may invest in a future Private Fund sponsored by Quiet or its affiliates and other factors that Quiet considers important in connection with the specific transaction or investment; and

Whether the prospective co-investor is likely to pay Advisory Fees and/or Performance Allocation.

The factors above are not listed in order of importance or priority and Quiet is not required to, and does not, consider all of the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. Quiet’s exercise of its discretion in allocating investment opportunities with respect to a particular investment among the persons, including the Private Funds, potential co-investors, Adviser Investors and Third Parties, and in the manner discussed above, often will not result in proportional allocations among such persons, and such allocations often will be more or less advantageous to some such persons relative to other such persons. For example, Quiet potentially will be incentivized to offer a co-investment opportunity to certain persons over others based on its economic arrangement with such persons or the desire for such persons to invest in other Private Funds (including, for example, whether Quiet and/or the applicable general partners are entitled, under arrangements made with certain potential coinvestment parties, to additional Advisory Fees and/or Performance Allocation based on the availability of co-investment opportunities offered to such parties). Quiet expects that these factors will lead Quiet to favor some potential co-investors over others with respect to the frequency with which Quiet offers them co-investment opportunities. Quiet also expects to allocate certain co-investors a greater proportion of an investment opportunity than others as a result of these factors. In addition, Quiet and its affiliates will in certain circumstances be incentivized to offer certain potential co-investors (including, by way of example, as a part of an overall strategic relationship with Quiet) opportunities to co-invest in priority or on more favorable terms than other potential co-investors due to the amount of performance-based compensation or Advisory Fees paid by the co-investor receiving the priority allocation or better terms (as well as any additional discounts or rebates avoided by allocating co-investments to such co-investor) or other aspects

of such co-investor’s relationship with Quiet. The Advisory Fees, performance-based compensation and other fees received by Quiet from and the amount of expenses charged to a client can be expected to be less or more than such amounts paid by or charged to co-investors pursuant to the terms of such vehicles’ partnership agreements and other agreements with co-investors, and such variation in the amount of fees and expenses can be expected to create an economic incentive for Quiet to allocate a greater or lesser percentage of an investment opportunity to a particular person. In addition, other terms of existing and future co-investors may differ materially, and in certain circumstances, be more favorable to Quiet, than the terms of a client, and such different terms can be expected to create an incentive for Quiet to allocate a greater or lesser percentage of an investment opportunity to a client or such co-investor, as the case may be. Such incentives will rise to conflicts of interest, and there can be no assurance that any investment opportunities that would have otherwise been offered to a client or investors through co-investment will be made available. In the event Quiet determines to offer an investment opportunity to co-investors, there can be no assurance that Quiet will be successful in offering a co-investment opportunity to a potential co-investor, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for the Private Fund or that expenses incurred by the Private Fund with respect to the syndication of the co-investment will not be substantial, and the Private Funds bear the risk that any or all excess portion of an investment is not sold or is sold on unattractive terms. Further, it is possible that a potential co-investment party may experience financial, legal or regulatory difficulties and will occasionally have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a Private Fund and as a result may take a different view from Quiet as to appropriate strategy for an investment or may be in a position to take a contrary action to a Private Fund’s investment objective. In addition, Quiet in order to consummate a transaction or facilitate the acquisition of a portfolio investment and ensure a Private Fund is afforded an investment opportunity or otherwise, is authorized to cause the Private Fund to fund such investment (or commit to fund such investment) (through capital contributions or use of a credit facility) on behalf of certain co-investors (including another Private Fund) 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. A Private Fund may or may not receive compensation for such activities. Any such purchase from a Private Fund by a co-investor or co-invest vehicle generally is expected to occur shortly after the Private Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Private Fund’s initial purchase. Where appropriate, and in Quiet’s sole discretion, Quiet reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to a Private Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the Private Fund. If the Private Fund does not find co-investors and/or in the event that the coinvestors breach their covenant to purchase the investment from the Private Fund, the Private Fund will have an allocation to an investment that is larger than originally anticipated. In addition, the Private Fund will bear the risk that any or all of the excess portion of such investment could

only be sold on unattractive terms. If the excess portion of such investment has not been sold, the Private Fund generally will bear the entire portion of any other fees, costs and expenses related to such investment, hold a larger than expected investment in such portfolio investment and could realize lower than expected returns from such investment. Therefore, it is possible that the Private Fund that over commits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. Quiet or its affiliates are authorized to establish dedicated co-investment vehicles for specific investors in order to facilitate investments by the relevant investors as co-investment parties alongside a Private Fund that often have more favorable rights and/or terms than the Private Funds and/or other co-investors. Any such vehicle will be established at Quiet or its affiliates’ sole discretion and Quiet and its affiliates have no obligation to offer a similar opportunity to any other investor. In addition, to the extent Quiet has discretion over approving a secondary transfer of interests in a Private Fund pursuant to such Private Fund’s Offering Documents, or is asked by a potential transferring investor to identify potential purchasers in a secondary transfer (including pursuant to a side letter or other agreement), Quiet will do so in its sole discretion, generally taking into account its own interests as well as certain factors that include, without limitation, some or all of the following factors:

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

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

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

A potential purchaser’s investment into another Private Fund (including any commitment, or agreement to make a commitment, into an existing or future Private Fund);

Requirements and/or acknowledgements in such Private Fund’s Offering Documents or other governing documents; and

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

Additionally, from time to time Quiet becomes aware of existing investors in a Private Fund (including existing investors that are affiliates of Quiet that are interested in selling their interests

in a Private Fund) and/or other third-party investors (including, without limitation, any such party that is sourced by a broker and/or other agent of Quiet) that are interested in acquiring interests in a Private Fund through a secondary transfer. In such instances Quiet could, in its sole discretion and without providing notice to all investors in the Private Fund, introduce such parties to potential counterparties, including, without limitation, certain Private Fund investors. It is possible that any such introduction will ultimately result in an investor in a Private Fund obtaining liquidity (which could be at a price that reflects a discount to net asset value) and/or being able to transfer its interests prior to other investors in the Private Fund that are also seeking to transfer their interests and obtain liquidity. Quiet has no obligation to prioritize any specific Private Fund investor seeking to transfer its interests or treat Private Fund investors equally in regard to transfers of interests. Subject to the applicable Private Fund’s Offering Documents, Quiet may, in its discretion, identify secondary transferees (including through structured or stapled processes or tender offers), which may include the Private Fund’s general partner, its affiliates or personnel or other related persons, and has no obligation to notify all investors, to “shop” such opportunities broadly, to solicit competitive bids, to obtain third-party valuations or fairness opinions, to seek the highest price, or to obtain advisory committee approval for pricing or other terms. Secondary transfers can occur in a variety of situations, including where an investor is seeking to transfer its interest or be released from its commitment to a Private Fund and other, similar circumstances. Purchases by a Private Fund’s general partner, its affiliates, personnel and/or other related persons can create conflicts, including pricing and valuation judgments (including transactions at discounts to NAV without market checks), information asymmetries, allocation of opportunities and expenses, effects on management fees and performance allocation, incentives to favor purchasers that provide (or are expected to provide) commitments to other Quiet-advised vehicles, reliance on internal valuations that may differ from realized values, and conflicts where purchase financing is provided by the general partner or its affiliates. Quiet exercises discretion in selecting and introducing purchasers (e.g., based on ability to fund commitments, relationship history, and regulatory considerations) without notice to all investors and without any obligation to offer opportunities pro rata, and will obtain any approvals or consents required by Offering Documents or law (including for the general partner or affiliate, principal, or agency-cross transactions). Conflicts Related to Purchases and Sales Private Funds can invest in conjunction with an investment being made by other Private Funds, or in a transaction where another Private Fund has already made an investment. Conflicts may arise in connection with such investments. For instance, a Private Fund will likely not invest through the same investment vehicles, have the same access to credit or employ the same hedging or investment strategies as such other investment fund. This likely will result in differences in price, investment terms, leverage and associated costs between a Private Fund and any other investing fund sponsored by Quiet or an affiliate. Quiet and its affiliates may express inconsistent views of such investments or of market conditions more generally. To the extent a Private Fund sells its interest in an investment to a third party, it may impact the value of another

Private Fund’s interest in the same investment, and will give rise to the co-venturer risks discussed in “Allocation of Co-Investment Opportunities and Secondary Transactions.” There can be no assurance that the Private Funds will exit the investment at the same time or on the same terms due to different investment time horizons and terms and/or liquidity needs, and there can be no assurance that a Private Fund’s return on such an investment will be the same as the returns achieved by any other Private Fund participating in the transactions. In that regard, actions taken for one or more other Private Funds will potentially adversely affect a Private Fund. Investment opportunities are sometimes appropriate for more than one Private Fund at the same, different or overlapping levels of a portfolio investment’s capital structure or in securities of different types and terms. Conflicts arise in determining the terms of investments, particularly where these clients invest or consider investments in different types of securities in a single portfolio investment or at different times. Questions arise as to whether payment obligations, covenants and claims should be enforced, modified or waived, whether payments should be accelerated, or whether debt should be refinanced or restructured. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims or bring litigation against a portfolio investment, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, the terms of any workout or restructuring or other concessions that may be given in such a situation raise conflicts of interest, particularly where the Private Funds have invested in different securities within the same portfolio investment or at different times, and Quiet may be incentivized to choose a course of action that benefits one Private Fund to the detriment of another Private Fund. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities in a jointly held investment, other Private Funds will potentially not provide such additional capital, and if provided, each such other Private Fund generally will supply such additional capital in such amounts, if any, as determined by such other Private Fund’s general partner or equivalent in its sole discretion. Because of the different legal rights associated with investments (e.g., equity or debt) of the same portfolio investment, Quiet is expected to face a conflict of interest in respect of the advice given to, and the actions taken on behalf of, one Private Fund versus another Private Fund (e.g., the terms of debt instruments, the enforcement of covenants and claims, the terms of recapitalizations and the resolution of workouts or bankruptcies). In certain circumstances a Private Fund is expected to be prohibited from exercising (or Quiet may deem it appropriate to refrain from exercising) voting or other rights in order to mitigate the relevant potential conflicts, notwithstanding the fact that the investment(s) of the Private Fund may be subject to creditor claims regarding subordination of interests. Given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the Private Funds. In addition, because different legal rights are associated with investments in different levels of a company’s capital structure, a conflict of interest arises in respect to the advice given to, and the actions taken on behalf of Private Funds holding different interests. Further, Quiet reserves the right to consider each relevant Private Fund’s strategy as a component of its allocation of investment expenses, and as a general matter will not allocate expenses associated with one Private Fund’s equity investment to a different Private Fund’s credit investment, or vice versa, even if the two investments are in the same portfolio company. These conflicts also present themselves with respect to investment activity of Adviser Personnel, who at times will invest in different or

overlapping levels of a portfolio investment’s capital structure. Please refer to “Conflicts Relating to the General Partner and Quiet” for additional disclosures. In the event that one Private Fund has a controlling or significantly influential position in a portfolio investment, it may have the ability to elect some or all of the board of directors of such a portfolio investment, 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 Private 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 Private Funds that have invested in the same portfolio investment that do not have the same level of control or influence over the portfolio investment. If additional capital is necessary as a result of financial or other difficulties of a portfolio investment, or to finance growth or other opportunities, the Private Funds may or may not provide such additional capital, and, if provided, each Private Fund will supply such additional capital in such amounts, if any, as determined by Quiet. In the event one Private Fund is unable to fund its share of additional capital (e.g., in the event such a Private Fund does not have sufficient available capital), the other Private Fund may be obligated to fund more than its share of such amount. In such an event, one Private Fund will gain greater exposure to such investment than may have been intended and the other Private Fund will be diluted in such investment. The returns of each Private Fund may be negatively impacted as a result of the foregoing. Investments by more than one Private Fund of Quiet in a portfolio investment also raise the risk of using assets of a Private Fund of Quiet to support positions taken by other Private Funds of Quiet, or that a Private Fund may remain passive in a situation in which it is entitled to vote. There may be differences in timing of entry into, or exit from, a portfolio investment for reasons such as differences in strategy, existing portfolio, liquidity needs or contractual obligations. In addition, where more than one Private Fund of Quiet invests in the same portfolio investment, there can be no assurance that such parties will dispose of investments at the same time or on the same terms. These variations in timing may be detrimental to a Private Fund. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, each Private Fund may realize different returns as compared to the same investment held by another Private Fund. These variations in timing may be detrimental to a Private Fund. The applicable Private Fund’s Offering Documents and Quiet’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Private Funds in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies in the manner in which potential or actual conflicts are addressed. Subject to the Private Fund’s Offering Documents, employees and related persons of Quiet and its affiliates have made or may make capital investments in or alongside certain Private Funds, and therefore may have additional conflicting interests in connection with these investments. In addition, Private Funds from occasionally invest in

securities of companies in which Adviser Personnel and other related persons of Quiet and its affiliates have previously invested for their own accounts. Furthermore, Adviser Personnel and other related persons of Quiet and its affiliates from are permitted to invest for their own accounts in securities of companies in which the Private Funds have previously invested. There can be no assurance that the return of a Private Fund participating in a transaction would be equal to and not less than another Private Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. In addition, investors may receive different consideration (for instance, investors in one Private Fund may receive cash whereas investors in another Private Fund may be provided the opportunity to receive distributions in-kind), which may impact the realized return ultimately received by each Private Fund. In certain circumstances, if more than one Private Fund is participating or considers participating in an investment, the first Private Fund to invest typically will bear all or a higher level of diligence and transaction fees, costs and expenses than later Private Funds (whether in the same or different strategy than the first Private Fund); similarly, to the extent a transaction does not proceed, the first Private Fund typically will bear the full amount of Dead Deal Costs relating to the transaction, regardless of whether other Private Funds could or would have invested in the company in potential future transactions. In addition, one Private Fund may bear all or more than its pro rata share of expenses relating to such investment if the other Private Fund or Private Funds does not have the resources to bear such expenses (including, for instance, as a result of insufficient reserves and/or the inability to call capital to cover such expenses). In such circumstances described above, Quiet could take steps to reduce the potential conflicts of interest between the various Private Funds, including causing a Private Fund to take certain actions that, in the absence of such conflict, it would not take (e.g., a Private Fund may divest itself of an asset it otherwise may have retained, Quiet may establish information barriers, certain matters may be referred to an advisory committee or a third party, or a Private Fund may only invest in securities that Quiet believes would align the interests with other investing Private Funds). Any such steps could have the effect of benefiting one Private Fund or Quiet at the expense of another Private Fund. The application of a Private Fund’s Offering Documents and Quiet’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Private Funds in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation and potential inconsistencies, in the manner in which potential or actual conflicts are addressed. Also, given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to a Private Fund. Quiet is permitted to, in its discretion, enter into transactions with investors in one or more Private Funds, prospective investors in a Private Fund, co-investors, Adviser Investors or Third Parties to dispose of, or “sell down,” all or a portion of certain investments or assets held by one or more Private Funds. In exercising its discretion to select the purchaser(s) of such investments

or assets, Quiet will comply with the requirements set forth in the Offering Documents of the applicable Private Fund(s), or to the extent not addressed in the Offering Documents of the applicable Private Fund(s), Quiet may consider some or all of the factors listed above under “Allocation of Co-Investment Opportunities and Secondary Transactions”. The sales price for such transactions will be mutually agreed to by Quiet and such purchaser(s); however, determinations of sales prices involve a significant degree of judgment by Quiet and Quiet is not obligated to solicit competitive third-party bids for such sales transaction, receive a third-party valuation, obtain a fairness opinion, obtain advisory committee approval or to seek the highest available price, which means Quiet may not obtain the highest price for the transaction. Furthermore, subject to the Offering Documents, Quiet is allowed to charge (or may decide not to charge) a purchasing party interest costs for the time period between the closing of the applicable Private Fund’s investment in a portfolio investment to the date of the transfer of interests in such portfolio investment to the applicable purchasing party. Also, although Quiet and Adviser Personnel generally do not receive or retain fees or commissions in connection with such transactions involving investors in one or more Private Funds, prospective investors in a Private Fund, co-investors, Adviser Investors or Third Parties, Quiet may do so in the future, including in circumstances where co-sponsors to a transaction receive such fees. There can be no assurance, in light of the performance of the investment following such a transaction, that such a transaction will ultimately prove to be the most profitable or advantageous course of action for the applicable Private Fund(s). The Private Funds are permitted to co-invest with Third Parties through partnerships, joint ventures or other similar entities or arrangements. These investments may involve risks and conflicts that would not otherwise be present in investments where a Third Party is not involved. Such risks include, among other things, the possibility that the Third Party may have differing economic or business goals than those of the Private Fund, or that the Third Party may be in a position to take actions that are inconsistent with the investment objectives of the Private Funds. There can be no assurance that the return of a Private Fund participating in a transaction with a Third Party would be equal to and not less than another Private Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. Cross-Transactions In certain cases, Quiet is authorized to cause a Private Fund to purchase investments from another Private Fund, or it may cause a Private Fund to sell investments to another Private Fund. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, a Private Fund may not receive the best price otherwise possible, or Quiet might have an incentive to improve the performance of one Private Fund by selling underperforming assets to another Private Fund in order, for example, to earn fees. Additionally, in connection with such transactions, Quiet, its affiliates and/or their professionals (i) will, from time to time, have significant investments, or intentions to invest, in the Private Fund that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). Quiet and its

affiliates generally receive management or other fees in connection with their management of the relevant Private Funds involved in such a transaction, and generally are entitled to share in the investment profits of the relevant Private Funds. To the extent such matters are not addressed in the Investment Allocation Requirements, Quiet will ensure that it (i) considers its respective duties to each Private Fund, (ii) determines whether the purchase or sale and price or other terms are comparable to what could be obtained through an arm’s-length transaction with a third party on commercially reasonable terms, and (iii) obtains any required approvals of the transaction’s terms and conditions. Depending on the transaction structure, these transactions potentially will disproportionately benefit the purchasing, selling, or merging Private Fund (or Quiet as a result of its interests in a particular Private Fund), and one Private Fund potentially will incur expenses or forego gains that would have been obtained had it not entered into such transaction. For example, Quiet could potentially be incentivized to support a less successful portfolio company of an older Private Fund by causing a newer Private Fund with a longer remaining term and investment period to purchase a part or all of such portfolio company in order to provide Quiet additional time to potentially manage it to a successful exit and increase the likelihood of Quiet or an affiliate receiving Carried Interest. Conversely, Quiet potentially will be incentivized to sell an attractive investment in an older Private Fund to a newer Private Fund, or vice versa, to realize Carried Interest and/or increase the amount of fees received by Quiet or an affiliate with respect to such an investment. Determining the valuation or other terms of such transactions will also potentially create a conflict of interest due to Quiet’s consideration of the particular terms (including the fee terms) of the Private Funds and Quiet’s interest in such Private Funds. Such acquisition or merger potentially will result in the acquiring entity purchasing a Private Fund’s portfolio company at a valuation that is: (a) not the highest price than could have been obtained in the market had there been a robust sales process with multiple third-party bidders or (b) higher than the value of the company resulting in an overvaluation. Further, cross transactions are expected to arise in the context of automatic or other re-balancing of investments among parallel investing entities, and in such circumstances Quiet generally will not seek a fairness opinion or Advisory Board consent given that such transactions typically are effected close in time to the initial Private Fund’s investment or pursuant to authorizing provisions in the relevant Offering Documents. Under certain circumstances, Quiet potentially will wish to reduce the investment of one or more Private Funds in an investment and increase the investment of other Private Fund(s) in such investment, and therefore, effect such transactions by directing the transfer of such investment between such Private Funds or through any other transaction structure (for example, distribution of portfolio company interests from one Private Fund and contribution of such interests to another Private Fund). Any costs and expenses associated with any such transaction will be borne by such Private Funds in accordance with such Private Funds’ Offering Documents and to the extent not addressed in the applicable Offering Documents, in accordance with an allocation that Quiet deems in good faith to be appropriate.

Principal Transactions Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. In the event that the Firm does engage in principal transactions, the Firm will adopt policies and procedures to address conflicts of interests, ensure required consent and disclosure as well as establish appropriate documentation of related activities. Continuation Transactions Quiet is permitted to determine that it is in the best interest of a Private Fund holding the investment (the “selling Private Fund”) to transact with another Private Fund (the “purchasing Private Fund”) in order to provide the selling Private Fund’s investors with an option to either: (1) receive cash proceeds from the selling Private Fund’s sale or transfer of such portfolio investment and/or (2) “roll” (i.e., retain) their interest in such portfolio investment. These types of transactions are often referred to as “continuation transactions.” In connection with such continuation transactions, Quiet may require the investors in the purchasing Private Fund to make an additional investment in a Private Fund or commit to invest in a future Private Fund. In addition to those conflicts of interest described above under “Cross Transactions”, conflicts of interest arise in these continuation transactions because (i) Quiet and its affiliates are charging investors in the purchasing Private Fund an Advisory Fee and Performance Allocation (which economics are likely to be different than the selling Private Fund) and the transactions have the potential to result in the receipt of additional Advisory Fees and Performance Allocation by Quiet and its affiliates; (ii) Quiets and Adviser Personnel are expected to have the ability to make material investments in the purchasing Private Fund, which, if exercised, may cause them to take actions that benefit the purchasing Private Fund; (iii) Quiet is actively involved in negotiating the terms of the sale on behalf of the selling Private Fund, on the one hand, and the purchasing Private Fund, on the other hand (including the determination of the transaction sale price and the allocation of expenses incurred in the transaction); (iv) because of the requirement for an investor in the purchasing Private Fund to make an investment in a Private Fund or a commitment to invest in a future Private Fund and/or (v) such transactions may provide Quiet and its affiliates an opportunity to build valuable and/or strategic relationships with actual or potential investors in a Private Fund and/or a future Private Fund which (a) incentivizes Quiet to favor such investors because of the potential for Quiet and its affiliates to earn additional Advisory Fees with respect to any such investment or commitment to invest, and (b) could affect the price such investors offer to purchase the asset from the selling Private Fund. In connection with a continuation transaction, Quiet will have no obligation to engage in any third-party sale or public offering process for such portfolio investment prior to the continuation transaction or obtain any independent third-party valuation. In addition, Quiet may determine to share valuation information with investors in the purchasing Private Fund, which would provide such investors

with more information than a typical buyer of a Private Fund’s portfolio investments. Quiet will also provide information to potential investors in the purchasing Private Fund regarding the portfolio investment, the proposed transaction, and other matters and may provide less information to the selling Private Fund’s investors. There is also a risk that Quiet’s valuation of a portfolio investment at the time of the continuation transaction could underestimate the actual value of the portfolio investment, or that Quiet will agree to transfer the portfolio investment at a price lower than its historical valuation, thereby reducing the returns to investors who do not participate in the continuation transaction. Quiet faces conflicts of interest in determining portfolio investment valuations, the price at which the continuation transaction takes place, and what information is shared with particular investors. Additionally, conflicts of interest arise in continuation transactions as a result of the allocation of fees and expenses, because fees and expenses will be incurred in connection with the transaction, and Quiet might determine to allocate bankers’ fees and certain other fees and expenses solely to selling investors and not to the “rolling investors” or “new investors” in the purchasing Private Fund or vice versa. In the event that a Private Fund proposes to sell any assets in a continuation transaction and that sale fails to close for any reason, the Private Fund would typically bear the Dead Deal Costs relating to the proposed transaction, including (without limitation) the costs of forming and marketing the continuation vehicle, as well as fees for services that would only have accrued to the benefit of certain subsets of Private Fund investors, such as where applicable, those electing to continue their participation, if the transaction had closed. Such amounts will under certain circumstances also include expenses that would have been attributable to Private Funds that were expected to participate in the continuation transaction that did not ultimately close. To the extent that another Private Fund or other vehicle sponsored by Quiet or its affiliates considers participating in a continuation transaction alongside a Private Fund, but ultimately does not participate, the Private Fund is expected to bear the expenses that would otherwise have been borne by the Private Fund or vehicle that opted out of the transaction. The allocation of continuation transaction expenses raises conflicts of interest, as described in “Allocation of Expenses.” The Private Fund is expected to bear such amounts irrespective of whether the Private Fund’s advisory committee or investors, as applicable, has provided prior consent to the transaction and/or any such expense arrangements. To the extent not addressed in a Private Fund’s Offering Documents, Quiet will address conflicts of interest that arise in connection with continuation transactions as set forth above under “Cross Transactions.” Warehousing and Syndicated Investments Quiet anticipates it will use multiple warehousing methods to acquire investments prior to (and possibly after) the admission of investors to a Private Fund. For example, Quiet or one of its affiliates (including SPVs organized by Quiet) are permitted to warehouse certain investments on behalf of a Private Fund as appropriate for such Private Fund given the Private Fund’s investment objective. Such investments, if any, would generally be transferred to the purchasing Private Fund for a predetermined purchase price plus all fees, costs and expenses in connection with such investments, including those of the transferor incurred in connection with the sourcing, due

diligence, structuring, organizing, acquiring, purchasing, managing, monitoring, operating and holding of any such investments, including financing costs and/or a separate interest charge depending on the syndication timing. No assurances can be given that such investments, if any, will be profitable for a Private Fund. It is also possible that such investments, if any, may decline in value prior to the transfer of any such investments to a Private Fund from the transferor. In addition, unaffiliated investors in the Private Fund may establish SPVs to warehouse certain investments on behalf of a Private Fund. In such instances, the Private Fund will bear the cost and expenses of any warehousing methods. Any investments warehoused on behalf of the Private Fund will be conveyed to the Private Fund after the Private Fund closes and draws down capital in exchange for the cost of the investment plus interest. Quiet will obtain any consents required under Section 206(3) of the Advisers Act in connection with any warehousing activity that is a principal transaction. In addition, if a Private Fund makes a large investment with the intent to syndicate a portion to an SPV or vehicle that has not been formed, then the Private Fund will bear the risk of holding such portion to the extent the future SPV or vehicle does not materialize. Management of the Private Funds Quiet manages a number of Private Funds that have investment objectives similar to each other. Quiet expects that it or its personnel will in the future establish one or more additional investment funds with investment objectives substantially similar to, or different (and potentially conflicting) from, those of the current Private Funds. Quiet expects to give advice or take actions with respect to the investments of one or more Private Funds that may not be given or taken with respect to other Private Funds with similar investment programs, objectives or strategies. As a result, Private Funds with similar strategies will not hold the same securities or achieve the same performance. In addition, a Private Fund generally may not be able to invest through the same investment vehicles, or have access to similar credit or utilize similar investment strategies as another Private Fund. These differences will result in variations with respect to price, leverage and associated costs of a particular investment opportunity. In addition, it is expected that the Adviser Personnel responsible for managing a particular Private Fund will have responsibilities with respect to other Private Funds managed by Quiet, including funds raised in the future or to proprietary internal funds or investments made by Quiet and/or its principals of the type made by a Private Fund. Conflicts of interest arise in allocating time, services or functions of these Adviser Personnel. Adviser Personnel have an incentive to allocate more time, services or functions to an internal vehicle or to Private Funds from which such personnel derive a higher economic benefit and/or better-performing Private Funds. In addition, Quiet might consider an investment opportunity for one Private Fund and then subsequently determine to have another Private Fund make the investment. In making any such reallocation determination, Quiet will consider a variety of factors, including those set forth above under “Allocation of Investment Opportunities Among Clients”. Conflicts of interest arise in connection with such a reallocation, including those set forth above under “Allocation of

Investment Opportunities Among Clients”. In addition, a conflict of interest exists because the investing Private Fund will benefit from the initial evaluation, investigation and due diligence undertaken by Quiet on behalf of the original Private Fund for which the investment was initially considered. The investing Private Fund typically will not be required to reimburse (or to reimburse proportionately) the original Private Fund for such expenses. In the event that the investing Private Fund does reimburse the original Private Fund for out-of-pocket expenses incurred in connection with evaluating, investigating and diligencing such investment, the investing Private Fund typically will not pay interest on any such amounts reimbursed to the original Private Fund. Alternatively, if the investing Private Fund does pay interest on such amounts to the initial Private Fund, there can be no assurance any such interest will be paid over at the same time as such reimbursement or that the amount of such interest will be sufficient to compensate the original Private Fund for the time since it deployed capital to pay such expenses. Quiet experiences conflicts of interest in connection with causing one Private Fund to incur expenses that has the potential to ultimately benefit another Private Fund (or fund advised by its affiliate), and similarly experiences conflicts of interest in determining the need for, calculating the amount of, and effecting any such reimbursement, as such arrangements potentially will involve the discharge of a liability that one Private Fund (or fund of Quiet’s affiliate) owes to another Private Fund, and in all such cases these determinations, calculations, and terms are not arm’s length arrangements and there can be no assurance that the allocation of such expenses is in the best interest of the Private Funds. There can be no assurance that the amounts reimbursed to the original Private Fund will be commensurate with the benefit received by the investing Private Fund. In connection with evaluating a potential investment that is not consummated a Private Fund will incur Dead Deal Costs. Such Dead Deal Costs are often rolled forward and capitalized into the following subsequent consummated transaction. In such cases, another Private Fund and new co-investors may participate with the original Private Fund in the subsequent consummated transaction. As a result, the other Private Fund (and/or new co-investors) that were not participating in the unconsummated transaction will under certain circumstances be responsible for bearing a portion of Dead Deal Costs incurred by the original Private Fund. In connection with its services to the Private Funds and their investments, Quiet, its affiliates and personnel expect to receive the benefit of certain tangible and intangible benefits. For example, in the course of Quiet’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, Quiet and Adviser Personnel expect to receive, benefit from and/or generate various kinds of portfolio investment data and other information, including related to or created in connection with financial, industry, market demands, business operations, analysis and data relating to Private Fund or portfolio investment (as applicable) operations, terms, “know-how,” experience, trends, budgets, plans, employees, contractors, customers, vendors, suppliers, competitors and other metrics, financial information, commercial and transactional information, user data, cost data and related data or information, some of which is sometimes referred to as “big data”. This information may, in certain instances, include confidential and/or sensitive information received or generated in connection with efforts on behalf of one Private Fund’s investment (or prospective investment) in a portfolio

investment. In many cases, this information will include tools, procedures and resources developed by Quiet to organize or systematize such information for ongoing or future use. As a result, Quiet is better able to anticipate macroeconomic and other trends and financial opportunities, enhance and improve operations of portfolio investments, and otherwise develop investment strategies or identify specific investment or business opportunities. Quiet also intends to utilize such data for purposes of identifying new investment opportunities or analyzing existing investments for the Private Funds. Information from a portfolio investment owned by a Private Fund may enable Quiet to better understand a particular industry, enhance Quiet’s ability to provide advice or direction to another portfolio investment’s management team on strategy or operations and develop and execute investment strategies in reliance on that understanding for Quiet and other Private Funds that do not own an interest in such portfolio investment, without compensation or benefit to such Private Fund or its portfolio investments. Further, data is expected to be aggregated across the Private Funds and their respective portfolio investments, and in connection therewith, Quiet is expected to serve as the repository for such data, including with ownership, use and distribution rights therein. Quiet can also share data from a portfolio investment of one Private Fund with a portfolio entity of another Private Fund, which may increase a competitive disadvantage for, and indirectly harm, such portfolio investment. Portfolio investments may incur incremental expenses in collecting and organizing information requested or required to be furnished to Quiet (which expenses are indirectly borne by the Private Funds). Quiet is likely in the future to enter into information sharing and confidentiality arrangements with portfolio investments and other sources of information that may limit the internal distribution and use of such data. Although Quiet expects its Private Funds and their portfolio investments generally to benefit from Quiet’s possession of “big data,” Quiet is likely in the future in certain instances to use this information in a manner that could provide a material benefit to Quiet, its affiliates, or to certain other Private Funds without compensating or otherwise benefitting the Private Fund or Private Funds from which such information was originally received or derived. In addition, it’s possible that Quiet will have an incentive to pursue investments in portfolio investments based on the data and information expected to be received or generated. Furthermore, except for (a) contractual obligations to third parties to maintain confidentiality of certain information or otherwise limit the scope and purpose of its use of distribution, (b) policies, practices and procedures designed to ensure confidentiality of trade secrets and (c) compliance with applicable data privacy laws, laws prohibiting insider trading, anti-competition laws and laws protecting national security interests, Quiet is generally free to use data and information from a Private Fund’s activities in its sole discretion for the benefit of Quiet and other Private Funds. This data and information will be the sole intellectual property of Quiet and solely for the use of Quiet. The sharing and use of “big data” and other information present potential conflicts of interest and Quiet reserves the right to use, share, license, sell or monetize “big data,” without offsetting or otherwise reducing Advisory Fees, and the relevant Private Fund or portfolio investment will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Quiet is likely in the future to utilize such information to benefit Quiet, its affiliates or certain Private Funds.

Quiet and its affiliates are permitted to enter into formal or informal arrangements with portfolio investments to facilitate the sharing of data and/or data analytics. Subject to applicable legal, regulatory and contractual requirements, these information sharing arrangements are designed to allow Quiet, the Private Funds and the Private Funds’ portfolio investments to better discern economic or other trends and developments. Quiet believes that all Private Funds benefit from these arrangements in ways that would be impossible without the ability to aggregate data from across Quiet’s businesses and the Private Funds’ portfolio investments. However, information sharing may involve conflicts of interest between the Private Funds and/or between the Private Funds and Quiet. For example, data analytics based on inputs from one portfolio investment may inform business decisions by other portfolio investments, or investment decisions by Quiet and its affiliates, without the source of the data being directly compensated. It is difficult, if not impossible, to measure exactly the benefits any particular entity receives from these kinds of arrangements, or to provide specific and direct monetary compensation for such information. Therefore, Quiet and its affiliates could utilize such data outside of Private Fund activities in a manner that may provide a material benefit to Quiet, without directly compensating or otherwise benefiting the Private Funds. As a result, it’s possible that Quiet will have an incentive to pursue investments (on its own behalf or on behalf of the Private Funds) based on the data that is accessible as a result of owning such investments, and/or to utilize such data in a manner that benefits Quiet and/or investments held by other Private Funds. Conflicts Relating to the General Partner and Quiet In addition, Private Funds are permitted to invest in securities of companies in which Adviser Personnel and other related persons of Quiet and its affiliates have previously invested for their own accounts. Furthermore, Adviser Personnel and other related persons of Quiet and its affiliates (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles, family offices and other estate planning vehicles) occasionally invest for their own accounts in securities of companies in which the Private Funds have previously invested. While the interests of Adviser Personnel generally align the interest of such persons with the Private Funds, such persons may have differing interests from the Private Fund with respect to such investments (for example, with respect to the availability and timing of liquidity), creating conflicts of interest. The potential exists for personal securities transactions by Adviser Personnel, including those that have precleared or approved in advance, to generate significantly higher investment returns to such personnel than a Private Fund’s investment transactions generate for their own investors. There can be no assurance that the return of a Private Fund participating in a transaction would be equal to and not less than another Private Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflicts not existed. It is also possible that Quiet, in its sole discretion, later determines that such a company is a suitable investment for a Private Fund due to developments with respect to the securities, or a Private Fund’s portfolio or, subject to the terms of the Offering Documents, changes to Quiet’s investment approach. In such a circumstance, a Private Fund may invest in the company even though Adviser Personnel already hold interests in it, and, subject to Quiet’s pre-clearance policy,

Adviser Personnel will be permitted to buy additional interests, maintain their interests, either concurrently or subsequently, even if such investment limits a Private Fund’s desired allocation, or sell their interests, in each case without regard to the actions of a Private Fund. Adviser Personnel holding an investment for their own account in a portfolio investment that is later determined to be suitable or appropriate for a Private Fund may also participate in making such determination and may and frequently will be involved in recommending the investment to a Private Fund. This presents various actual and potential conflicts of interest, including without limitation because the Adviser Personnel would have independent financial, relationship-driven or other interests in causing a Private Fund to invest in that opportunity (potentially at a higher price or with worse terms than in the absence of such conflicts), and the Adviser Personnel’s investment or relationships may be enhanced as a result of such Private Fund’s investment. By reason of their responsibilities in connection with other activities of Quiet, certain Adviser Personnel are permitted to acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Private Funds will not be free to act upon any such information. Due to these restrictions, the Private Funds may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Quiet, its affiliates, and members, officers, principals and personnel of Quiet and its affiliates (including through a proprietary internal vehicle established by Quiet) are permitted to buy or sell securities or other instruments that Quiet has recommended to Private Funds. Adviser Personnel or an internal proprietary vehicle of Quiet (“Quiet Vehicle”) can also buy securities in transactions offered to but deemed unsuitable by Private Funds. A conflict of interest will arise because such investing Adviser Personnel or Quiet Vehicles will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by Quiet on behalf of the Private Funds. In such circumstances, the investing Adviser Personnel or Quiet Vehicles will not be required to share in or reimburse or compensate the relevant Private Fund(s) and/or Quiet for due diligence or other expenses (including Dead Deal Costs) incurred by the Private Fund in connection with the Private Fund’s consideration of the relevant investment opportunity. Notwithstanding the foregoing, at Quiet’s election, at any time during the 12-month period following the date certain Private Funds reject an investment, such Private Funds are permitted to buy back the rejected investment from the investing Adviser Personnel or Quiet Vehicle. Any investments such Private Fund elects to buy back from the investing Adviser Personnel will be conveyed to the Private Fund in exchange for the cost of the investment. While conflicts of interest exist in connection with these transactions (including, for instance, the incentive for Adviser Personnel to not cause such Private Fund to buyback a profitable investment), Quiet has adopted policies and procedures to mitigate the conflicts that arise in connection with any such transactions. Any such buy back rights are detailed in the applicable Private Fund’s Offering Documents. In addition, Adviser Personnel also are allowed to buy securities and hold interests as passive investors in other investment vehicles (including private equity funds, venture capital hedge funds, real estate funds and other similar investment vehicles) including potential competitors of

the Private Funds and/or which invest in similar industries and sectors as the Private Funds (including investments for purposes of sourcing future investment opportunities). Such Adviser Personnel have a conflict of interest with respect to their personal investment holdings. There could be situations in which such investment vehicles invest in the same portfolio companies as the Private Funds and there may be situations in which such investment vehicle purchases securities from, or sells securities to, a Private Fund. The investment policies, fee arrangements and other circumstances of these investments may vary from those of the Private Funds. In the event Adviser Personnel make an investment with the intent to source future investments for the Private Funds, there is a greater likelihood that the Private Funds will make investments in the same portfolio companies in which Adviser Personnel hold an interest as described above. Such personnel may be incentivized to cause a Private Fund to act in a manner that benefits such other investment vehicles and indirectly, themselves as investors in such investment vehicles. The transactions described above are subject to the policies and procedures set forth in Quiet’s Code of Ethics and investors will not benefit from any such investments. In addition, Adviser Personnel pursue and oversee other outside business activities. Time spent by Adviser Personnel performing such functions will create conflicts with respect to time such persons have available to devote to other activities of Quiet, and may lead to other conflicts of interest that will be monitored by Quiet’s Chief Compliance Officer. Adviser Personnel can also invest in funds or other entities managed by investors of a Private Fund, which could incentivize such Adviser Personnel to afford the investor preferential or favored treatment, such as, for example, increased access to co-investment opportunities, and could create conflicts of interest to the extent such other funds compete with a Private Fund for investment opportunities or invest in competing portfolio investments. Subject to any limitations imposed by the Offering Documents and anti-“assignment” provisions of the Advisers Act, Quiet, its affiliates and Adviser Personnel are also permitted to offer, restructure and monetize the revenue streams they currently receive directly or indirectly from the Private Funds, or expect to receive from the Private Funds in the future. Subject to any restrictions in the Offering Documents, this monetization could occur in many forms, including: public offerings of Quiet or an affiliate; borrowing against Quiet’s investment in, or right to receive revenues from, the Private Funds; preferred financing or other strategic investment by a third party in one or more Quiet entities in which a third party provides liquidity in exchange for the right to receive a specified return; selling or donating their interests in the Private Funds or in one or more Quiet entities to third parties; or other financial arrangements, including those in which Quiet, its affiliates and personnel agree to pledge, sell, securitize, syndicate, participate or otherwise encumber or transfer their respective interests. Although Quiet and the Adviser Personnel intend to abide by any “key person” or “time and attention” requirements in the Offering Documents, they expect to be subject to potential conflicts of interest in that they will have financial and other incentives to pursue such monetization arrangements, or to operate Quiet in a manner designed to maximize potential proceeds relating to any potential monetization arrangements in the future. To the extent third-party funding or borrowings are

used to finance Quiet commitment amounts, Quiet and/or Adviser Personnel generally will be less aligned with investors than would otherwise be the case. Advisory Fee and Performance Allocation Structure Quiet faces conflicts of interest when its Advisory Fee is based on invested capital. Specifically, because the Advisory Fee is payable through liquidation of a Private Fund and there is a fixed investment period after which capital from investors in the Private Funds will only be drawn down in limited circumstances and because Advisory Fees are, at certain times during the life of some of the Private Funds, based upon capital invested by the Private Funds, this fee structure creates an incentive defer the realization of investments and/or to deploy capital when Quiet would not otherwise have done so. Additionally, as discussed above in Item 6, the general partners of the Private Funds are entitled to Performance Allocation under the terms of the Offering Documents of such Private Funds. Such general partners are affiliates of Quiet. The existence of the general partners’ Performance Allocation creates an incentive for the general partners to operate the relevant Private Fund in a riskier, more speculative or other manner that is less favorable to investors than they would otherwise in the absence of performance-based compensation. However, the investment made by Quiet or its affiliates in a Private Fund, the clawback obligation of the general partner (as described below) and the fact that the preferred return is calculated on an aggregate basis reduces the incentive to make speculative investments or otherwise time the sale of an investment in a manner motivated by the personal benefit of Quiet’s personnel. Pursuant to the Offering Documents, the general partner potentially will be required to return excess amounts of Carried Interest as a “clawback”. This clawback obligation has the potential to create an incentive for the general partner to defer disposition of one or more investments or delay the liquidation of a Private Fund if the disposition and/or liquidation would result in a realized loss to the Private Fund or would otherwise result in a clawback situation for the general partner. The Offering Documents provide Quiet with wide-ranging authority to make determinations, including those related to investment purchases and dispositions, valuation and other matters, such as the activation of a successor Private Fund investment period, which have the potential to affect Quiet’s compensation. Such determinations generally dictate whether a successor Private fund will be allocated investment opportunities and therefore Quiet faces conflicts of interest in making such determinations. The potential to earn additional compensation creates an incentive for Quiet or its affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the relevant Private Fund’s Advisory Fee and Carried Interest compensation arrangements. Quiet expects to be incentivized to cause a Private Fund to make, hold, value and/or dispose of investments (and to delay or forego a determination that the investments are Impaired Value Investments) in order to receive greater ongoing Advisory Fees and, potentially, earlier and/or larger Carried Interest distributions than would otherwise be the case.

Where the Advisory Fee is calculated taking into account the valuation of an investment, Quiet will have incentives to make determinations that result in the continued payment of, or a higher, Advisory Fee. Where the Offering Documents do not require Advisory Fees to be reduced in connection with investment reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, Quiet is incentivized to pursue such transactions. In many circumstances, the calculation of post-Stepdown Date Advisory Fees will include the value of capitalized Other Fees, expenses, costs or other amounts relating to, unrealized investments, including such amounts payable or reimbursable to Service Providers, Quiet and its affiliates. Quiet and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future Advisory Fees will be calculated. These incentives run counter to Quiet’s incentives to reduce the amount of fees, expenses and costs borne by the Private Funds’ investments in light of the effect of these amounts on the Private Funds’ Carried Interest calculations. Additionally, the amount of Carried Interest owed to the relevant general partner is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are Impaired Value Investments, and the relevant general partner expects to be subject to related potential conflicts of interest in determining whether and when to dispose of investments, make distributions, and/or determine that an investment is an Impaired Value Investment, within the requirements of the relevant Offering Documents. Quiet’s wide-ranging authority on the determination of Impaired Value Investments, and the criteria used by the relevant general partner or its affiliates in valuing an investment, or determining whether an investment is an Impaired Value Investment, is inherently subjective, may be shaped by market information and other considerations, and can change over time. There can be no assurance that a third party or investor would agree with the substance or timing of the relevant general partner’s determination that an investment is an Impaired Value Investment, and except as set forth in the Offering Documents, neither the general partner nor its affiliates is obligated to follow any specific methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during a Private Fund’s holding period. The general partner is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the Offering Documents. As a general matter, the standards for determining Impaired Value Investments are intended to be high and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of Quiet’s compensation is dependent in part on an investment’s status as an Impaired Value Investment, the relevant general partner faces potential conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria. Although Quiet intends to operate in accordance with the Offering Documents, as well as its valuation policy, in order to mitigate the potential for subjectivity in making such determinations, there can be no assurance that such policy will address all of the necessary factors to do so, or completely eliminate all potential conflicts of interest in such determinations.

Quiet has, and potentially will in the future, enter into arrangements entitling certain investors and/or Service Providers to a portion of its Advisory Fee and/or Carried Interest. Subject to any limitations imposed by the Offering Documents and anti-“assignment” provisions of the Advisers Act, Quiet, its affiliates and personnel are also permitted to offer, restructure and monetize the revenue streams they currently receive directly or indirectly from the Private Funds, or expect to receive from the Private Funds in the future. Subject to any restrictions in the Offering Documents, this monetization could occur in many forms, including: public offerings of Quiet or an affiliate; borrowing against Quiet’s or the relevant general partner’s investment in, or right to receive revenues from, one or more Private Funds; preferred financing or other strategic investment by a third party in one or more Quiet entities in which a third party provides liquidity in exchange for the right to receive a specified return; selling or donating their interests in the Private Funds or in one or more Quiet entities to third parties; or other financial arrangements, including those in which Quiet, its affiliates and personnel agree to pledge, sell, securitize, syndicate, participate or otherwise encumber or transfer their respective interests. Although Quiet and its personnel intend to abide by any “key person” or “time and attention” requirements in the Offering Documents, they expect to be subject to potential conflicts of interest in that they will have financial and other incentives to pursue such monetization arrangements, or to operate Quiet in a manner designed to maximize potential proceeds relating to any potential monetization arrangements in the future. To the extent third-party funding or borrowings are used to finance general partner commitment amounts, Quiet and/or its personnel generally will be less aligned with limited partners than would otherwise be the case. Distributions In-Kind The Offering Documents of certain Private Funds permit the general partner of each such Private Fund to cause such Private Fund to distribute such general partner’s share of securities resulting from an investment disposition by such Private Fund to such general partner or its affiliates (including Adviser Personnel) in kind, while disposing of limited partners’ share of such securities and distributing the net cash proceeds of such sale of securities to the limited partners. This ability creates conflicts of interest between the general partners and the limited partners of the applicable Private Fund. The general partners are particularly incentivized to receive distributions in-kind of securities that it expects to increase in value, and in cases where the increase occurs, if the limited partners received cash distributions instead of in-kind distributions, the limited partners will be denied the benefits of that increase had the Private Fund retained the securities and the general partner will receive more value from the securities than it would have had its Performance Allocation been paid in cash. In the event the general partner, or its affiliates, receive such a distribution, the general partner will generally act in its own interest with respect to its share of securities and may determine to sell the distributed securities (which may include selling its securities prior to the time at which the investor sells its distributed securities), or hold on to the distributed securities for such time as the general partner shall determine. The ability of the general partner to act in its own interest with respect to such distributed shares creates a conflict of interest between the general partner or affiliate, as an adviser to the Private Fund, and the Private Fund. These conflicts may be exacerbated due to the enhanced knowledge and information the general partner has relative to the limited partners with respect to such

securities. To the extent required or permitted by the Offering Documents of the relevant Private Funds, Quiet expects to make in-kind distributions to limited partners in such Private Funds, and is authorized to determine to not make in-kind distributions with respect to Private Funds that do not include such a requirement in their respective Offering Documents. Notwithstanding the foregoing, the Offering Documents generally do not require general partners to provide distributions in-kind to all limited partners. Pursuant to the Offering Documents, the general partner may elect to receive its Performance Allocation in the form of an in-kind distribution of securities of a portfolio investment, including for purposes of permitting one or more general partner personnel to donate such securities to charity (which may include private foundations, fund or other charities so chosen by such personnel). Any tax efficiencies to such general partner personnel associated with this form of charitable giving may have the effect of reinforcing or enhancing the general partner’s incentives otherwise resulting from the existence of its Performance Allocation and therefore, the general partner may have a conflict of interest in making decisions on behalf of the Private Funds (including, for instance, the timing of disposition of investments). It may be difficult for limited partners to liquidate the investments received at a price or within a time period that is determined thereby to be ideal, and significant administrative burden may be involved. After a distribution of investments is made, the recipients may decide to liquidate such investments within a short period of time, which could have an adverse impact on the price of such investments. Limited partners in receipt of a distributed investment will have no guidance from a Private Fund or the relevant general partner with respect to disposition of such investment (including timing of such disposition). The price at which such investments may be sold by such limited partners may be lower than the value of such investments determined pursuant to the Offering Documents, including the value used to determine the amount of Performance Allocation accruing to the general partners with respect to such investment. Private Fund Level Borrowing The Private Funds are authorized to borrow funds or enter into other financing arrangements for various reasons, including to pay fund expenses and liabilities, to pay Advisory Fees, organizational expenses, to make or facilitate new or follow-on investments (including borrowings pending receipt of capital contributions from investors), to make payments under hedging transactions, to cover any shortfall resulting from an investor’s default or exclusion. If a Private Fund borrows in lieu of calling capital to fund the acquisition of an investment, the borrowing would be used for all limited partners in such Private Fund on a pro-rata basis, including the general partner. For example, a Private Fund will borrow to fund a co-investment party’s pro rata share of an investment or expense related to an investment. While Quiet expects that all parties participating in an investment (including the general partner and any coinvestment party) will bear its pro rata share of the interests expenses but not necessarily origination and other costs allocable to the extension of credit, the Private Fund will bear a disproportionate amount of the credit risk in incurring the debt on behalf of the other parties. Certain parties participating in an investment (including the general partner, any co-investment

party and/or joint venture partner) may not bear their pro rata share of expenses relating to the subscription facility used for making an investment (including, without limitation, interests expenses, origination and other costs). As a result, the Private Fund may bear a disproportionate cost in connection with the extension of credit. In addition, because co-investment parties and the general partner are not expected to be parties to the subscription facility, the Private Fund will bear a disproportionate amount of the credit risk in incurring the debt on behalf of the other parties. Additionally, certain Private Funds have the ability to borrow from another Private Fund’s line of credit. This could occur in a variety of situations, including where one Private Fund warehouses an investment for another Private Fund or another Private Fund participates in an investment at a later date than the original investing Private Fund or for administrative convenience. In these situations, the borrowing Private Fund could benefit from lower interest rates or more favorable terms than it could obtain from its own lenders, while the Private Fund making its credit line available could incur higher costs or risks by sharing its credit capacity. Also, the borrowing Private Fund could impair the liquidity of the Private Fund making its credit line available or ability to meet its own obligations by delaying or defaulting on the repayment of the borrowed funds, or by using the borrowed funds as collateral for other transactions. Additionally, the Private Fund using the line of credit from another Private Fund may not bear interest, which increases the costs borne by the Private Fund utilizing its line of credit. To the extent a Private Fund uses borrowed funds in advance or in lieu of capital contributions, the Private Fund’s investors generally make correspondingly later capital contributions, but the Private Fund will bear the expense of interest on such borrowed funds. As a result, the Private Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and generally make net IRR calculations higher than they otherwise would be without fund-level borrowing as these calculations generally depend on the amount and timing of capital contributions, but will correspondingly lower absolute returns to the investors due to increased expense. In such cases, the general partner therefore has a conflict of interest in deciding whether to borrow funds because the general partner may receive a benefit (e.g., in marketing for other Private Funds) from reporting higher net IRR calculations even though the absolute return to investors is reduced by such borrowings. To the extent a subscription facility is due upon demand by a lender (such as upon an event of default or otherwise), such a demand may be issued at an inopportune time at which liquidity is generally constrained, potentially resulting in greater defaults as a result of such liquidity constraints and/or investors facing similar capital calls in multiple funds and being unable to satisfy all such demands simultaneously. The batching of capital calls may amplify the magnitude of potential defaults by investors as a result of there being fewer but larger capital calls. Moreover, the existence of a subscription facility may impair an investor’s ability to transfer its interest in a Private Fund as a result of restrictions imposed on such transfers by the lender. Borrowing by the Private Fund will generally be secured by capital commitments made by the limited partners to the Private Fund and/or by the Private Fund’s assets, and documentation

relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the investors may be subordinated to such Private Fund-level borrowing. Moreover, tax-exempt investors should note that the use of borrowings by the Private Fund may cause the realization of Unrelated Business Taxable Income. If a Private Fund enters into any indebtedness with one or more other Private Funds on a joint and several basis, the applicable general partner or equivalent is expected to enter into one or more agreements that provide the Private Funds with a right of contribution, subrogation or reimbursement. In administering, or seeking to reinforce, these agreements, Quiet may be subject to conflicts of interest, for example between another Private Fund with a reimbursement obligation and a Private Fund seeking reimbursement. In certain circumstances, a Private Fund is expected to be prohibited from exercising (or Quiet may deem it appropriate to refrain from exercising) voting or other rights in order to mitigate the relevant potential conflicts, notwithstanding the fact that the investment(s) of the Private Fund may be subject to creditor claims regarding subordination of interests. Quiet 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. The use of Private Fund-level borrowings will differ based on available credit facility capacity and contractual terms applicable to each Private Fund and each such credit facility. Therefore, as the subscription credit facilities utilized by the Private Funds will potentially have different terms, while the Private Funds could be invested in the same investment, and while the valuation of such investment would be consistently determined pursuant to the relevant Offering Documents, the investment return can, in certain circumstances, differ among the Private Funds as a result. Venture Partners; Providers of Operations Support Quiet and/or the Private Funds will retain individuals (“Venture Partners”) who are typically (but may not be) entrepreneurs that are active in the venture capital and start-up industry with broad networks. Venture Partners typically provide a variety of services to Quiet and/or the Private Funds including, but not limited to, transaction sourcing and evaluation. Except to the extent set forth in a Private Fund’s Offering Documents, Venture Partners will typically be paid in accordance with the compensation of other Operations Support Providers detailed below. In addition, Quiet, the Private Funds and/or the portfolio investments are expected to retain other companies and individuals (collectively with Venture Partners, “Operations Support Providers”), which can include personnel and former employees of Quiet, affiliates of Quiet, employees of such affiliates, portfolio investments of the Private Funds, third party consultants (including specialized consultants, advisers, industry specialists, external executives, industry advisory roundtable members, and similar professionals (including professionals with a variety of titles within Quiet’s organization)), operating partners, senior advisors, entrepreneurs-inresidence, executives-in-residence, contractors and other similar professionals. The Operations Support Providers are engaged to provide operational support, due diligence, research, specialized operations and consulting services and similar or related services to the

Private Funds, or in connection with, one or more portfolio investments or prospective portfolio investments in relation to the identification, acquisition, holding, improvement and disposition of such portfolio investments and also provide “front office” functions with respect to a Private Fund, such as sourcing or other investment-related functions (such services collectively, “Operations Support Services”). These services may be high-level insight or extensive day-to-day roles, and may include support to the general partner on behalf of the Private Funds, or portfolio investments regarding, among other things, the company’s management (including serving in management positions as a full-time or part-time employee of the company or on the board of directors of the company, or by otherwise participating in determining corporate strategy), the company’s supply chain, revenue and margin management (including determining sales/marketing strategy and retail strategy), data intelligence, finance (including generating metrics and reporting and business restructuring), human capital management (including recruiting personnel and determining executive/incentive compensation), information technology, corporate communications (including marketing and public relations as well as opportunity identification at conferences and similar industry events and forums), supporting the formation of and fundraising for the Private Funds, legal customer service, sustainability (including, strategy, policy and reporting development), real estate matters and similar operational matters. It is expected that the services provided by the Operations Support Providers will expand over time. The nature of the relationship with each such Operations Support Provider and the time devotion requirements of each such Operations Support Provider vary significantly. Certain Operations Support Providers are subject to contractual obligations to exclusively provide certain services to the Private Funds and/or the portfolio investments. These arrangements are in certain circumstances memorialized in a formal written agreement and in other circumstances are informal, and are negotiated individually, depending upon the anticipated Operations Support Services to be provided. In certain cases, Operations Support Providers have attributes of Adviser Personnel (for instance, they may receive Quiet administrative support services, participate in general meetings or events for Adviser Personnel, have Quiet e-mail addresses or business cards, and/or provide services exclusively to Quiet), even though they are not employees, affiliates or personnel of Quiet. Operations Support Providers will under certain circumstances be offered the ability (or will under certain circumstances have a preferred right) to co-invest alongside Private Funds on a no-fee, no-carry basis, or will under certain circumstances be offered the opportunity directly by a portfolio investment to invest in a company, including (but not limited to) in investments in which such Operations Support Provider is involved or participates in the management thereof. Pursuant to the Offering Documents of the Private Funds, fees, compensation, benefits, expenses and any attributable overhead associated with Operations Support Services (collectively, “Operations Expenses”) will be paid and/or reimbursed by Quiet, portfolio investments and/or the Private Funds. Operations Expenses (including Operations Expenses incurred in connection with an Operations Support Provider that is an affiliate or employee of Quiet or its affiliates) will be determined at the discretion of the general partner taking into account the particular Operations Support Services, potentially will include reimbursement of an allocable portion of an

affiliated Operations Support Provider’s compensation (including, without limitation, salary, bonus, payroll taxes and benefits (including vacation time and sick leave)) and overhead (including, without limitation, rent, property taxes and utilities allocable to the workspaces), an annual fee or retainer, a discretionary bonus, a success fee (in the form of cash or equity) based on pre-determined targets or milestones, a profits or equity interest in the Private Funds and/or portfolio investment or other incentive-based compensation (e.g., Performance Allocation) to the Operations Support Provider, and will generally be determined according to one or more methods, including the value of the time (including an allocation for overhead and other fixed costs) of the Operations Support Provider, a percentage of the value of the portfolio investment, the invested capital exposed to such portfolio investment, amounts charged by other providers for comparable services (and such rate per unit of time multiplied by time worked) and/or a percentage of cash flows from such companies. While incentive equity and similar compensation arrangements can be more favorable to the relevant Private Fund in that it does not involve an initial cash outlay for the payment of expenses, and could be further favorable to the relevant Private Fund if the investment does not increase in value, in the event of appreciation in the relevant investment any such incentive equity, profits, participation or similar interest generally would have a dilutive impact on the Private Fund’s investment, as well as the potential to result in economic gains to the recipient greater than the original amount of compensation, which in either case could be substantial. The determination of whether a service is an Operations Support Service will be made by the general partner, in its good faith discretion. Operations Expenses will, from time to time, also be incurred in respect of portfolio investments prior to the closing of the investment. Under many of these arrangements, including where an Operations Support Provider is paid an annual retainer or a flat fee, there can be no assurance that the amount of compensation paid in a particular year will be proportional to the amount of hours worked or the amount or tangible work product generated by the Operations Support Provider. Operations Support Providers will be offered the ability to invest in a Private Fund or in a particular investment as a co-investor on preferred economic terms (including on a no-fee/no-carry basis). Where an Operations Support Provider provides services to a portfolio investment owned by multiple Private Funds, Quiet will allocate the costs, fees and expenses of such Operations Support Provider using such methodologies as determined in its sole discretion which will include methodologies such as anticipated or existing ownership of such portfolio investment attributable to commitments of those Private Funds. In general, Quiet views the availability of the services of its Operations Support Providers as beneficial to all of the Private Funds on the whole. It may not always be predictable which portfolio investments or Private Funds will need particular services, and some services may benefit multiple portfolio investments and/or Private Funds. As such, there may be no simple measure for allocating the cost of Operations Support Providers between the Private Funds, and Quiet will under certain circumstances cause Private Funds to pay Operations Support Providers for work that under some or all measures would be allocable to other Private Funds and their portfolio investments. In such cases and other circumstances in the discretion of Quiet, the Private Funds and/or their portfolio investments will bear a disproportionate burden of the cost of Operations Support Providers. Quiet will have the discretion to determine that the Private Funds and/or their portfolio investments bearing a disproportionate burden of the costs of Operations Support Providers is fair and equitable under

the circumstances. To the extent services are provided for the benefit of a Private Fund, without reference to a particular portfolio investment, Operations Expenses incurred in connection with such services are borne by the Private Fund and, indirectly, the investors in such Private Fund. In the event one or more Operations Support Providers (directly or indirectly) is providing services with respect to the Private Funds, such Operations Expenses will be allocated among the Private Funds as determined by the general partner or Quiet, consistent with the Offering Documents of the applicable Private Funds and as described above (see “Allocation of Expenses”). To the extent any such Operations Expenses are payable to any affiliated Operations Support Provider by the Private Funds or a portfolio investment, such Operations Expenses will be retained by such Operations Support Provider and will not reduce the Advisory Fee or any other fees otherwise payable to Quiet or its affiliates and will not benefit the Private Fund or its investors, even if the Operations Expenses paid by a Private Fund or a portfolio investment have the effect of reducing any retainers or minimum amounts otherwise payable by Quiet. The determination of whether a service is an Operations Support Service, and whether an Operations Expense is paid by a portfolio investment, a Private Fund, or Quiet will be made by Quiet in its good faith discretion. The general partner’s good faith determination as to whether a service is an Operations Support Service, the categorization of any fees and expenses (e.g., as Operations Expenses) and the allocation of such fees and expenses shall be binding on the Private Fund and its investors. Over time, certain existing and former employees of Quiet (including senior personnel) may transition to an Operations Support Provider role, which may shift the burden of compensating such persons from Quiet to the applicable Private Fund and/or its portfolio investments and any fees received by such persons will not reduce the Advisory Fee. It may be difficult to distinguish services provided by the Operations Support Providers from the investment advisory services provided to the Private Funds by Quiet and its affiliates. In addition, certain Private Funds are permitted to invest in one or more Venture Partner SPVs managed by Quiet or an affiliate that are established for the primary purpose of engaging one or more Venture Partners in connection with certain portfolio investment opportunities. Venture Partners are expected to receive compensation for their advisory and consultative services in the form of carried interest (or similar incentive equity) (“Venture Partner Carry”), and could also receive other compensation, such as consulting and retainer fees, salaries, bonuses, guaranteed minimums, and other cash or non-cash compensation or expense reimbursements (“Venture Partner Compensation”) on terms solely determined by Quiet from Venture Partner SPVs. To the extent the Private Funds invest in a Venture Partner SPV and Venture Partner Carry is received by any Venture Partners, the Private Funds will adjust the allocations and distributions received from such Venture Partner SPV so as to cause, to the extent possible, the limited partners to have received the same amount of distributions and net income or gain allocations from such Venture Partner SPV as they would have received had any Venture Partner Carry not been paid by such Venture Partner SPV to Venture Partners. However, the ability to do so will be dependent, in part, on the performance of the Private Funds’ other investments. However, various costs and expenses will reduce Venture Partner Carry (and therefore such amounts will not reduce carried interest), such as out-of-pocket costs and expenses incurred by Quiet in connection with the provision of services by the Venture Partners to the portfolio investment that generated such Venture Partner Carry. Venture Partner Carry with respect to a portfolio investment will be

allocated to the Private Funds only to the extent of the Private Funds’ relative ownership of such portfolio investment on a fully-diluted basis. As a result, the Private Funds will likely only benefit from their allocable portion of any such Venture Partner Carry and not the portion allocable to any other person that holds an economic interest in the portfolio investment that generated such Venture Partner Carry. Additionally, any Venture Partner Compensation received by Venture Partners, together with other benefits or personnel costs associated with Venture Partners, is expected to be borne by the Private Funds indirectly through the Venture SPVs and such amounts will not offset or reduce the Advisory Fee or otherwise be shared with the limited partners. Accordingly, there can be no assurance that the limited partners will not indirectly bear some or all of the cost of compensation paid by one or more Venture Partner SPVs to its Venture Partners. In addition, any Venture Partner Compensation received by Venture Partners are expected to be borne by the Private Funds indirectly through the Venture SPVs and no such amounts will offset or otherwise reduce the Advisory Fee. Diverse Membership The investors in the Private Funds are expected to include U.S. taxable and tax-exempt entities, and institutions from jurisdictions outside of the United States. Such investors (including the general partner) often have conflicting investment, tax and other interests with respect to their investments in a Private Fund. The conflicting interests among the investors generally relate to or arise from, among other things, the nature of investments made by a Private Fund, the structuring of the acquisition of investments and the nature and timing of the disposition of investments. As a consequence, conflicts of interest arise in connection with decisions made by Quiet or its affiliates, including with respect to the nature or structuring of investments, that are more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for a Private Fund, Quiet and its affiliates will consider the investment and tax objectives of the applicable Private Fund, not the investment, tax or other objectives of any investor individually. Quiet Business Lines Quiet has, and may in the future create, separate business lines, which its affiliates, portfolio investments of a Private Fund and third parties may engage or in which such persons may otherwise interact or invest. As a result of these activities, Quiet is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than if it had one line of business. Business with and Among Portfolio Investments and Investors and Prospective Investors Given the collaborative nature of Quiet’s business and the portfolio investments in which the Private Funds have invested, there are often situations where Quiet is in the position of recommending the services of a portfolio investment to other portfolio investments of the Private Funds or to Private Funds, which potentially involve fees, commissions, servicing payments and/or discounts to Quiet, an affiliate, or a portfolio investment. Quiet will generally have a conflict of interest in making such recommendations, in that Quiet has an incentive to

maintain goodwill between it and the existing and prospective portfolio investments for the Private Funds, while the products or services recommended may not necessarily be the best available to the portfolio investments held by the Private Funds. The benefits received by a portfolio investment providing a service may be greater than those received by the Private Fund(s) and its portfolio investments receiving the service. Portfolio investments controlled by a Private Fund have in the past, and are expected to in the future provide services to Quiet, its affiliates, Adviser Personnel, certain Private Fund investors or prospective investors. This creates a conflict of interest, as Quiet has an incentive to cause the portfolio investment to favor itself, its affiliates, Adviser Personnel or those investors or prospective investors relative to other portfolio investment clients or customers in terms of pricing or otherwise, which could adversely affect the portfolio investment’s profitability to the Private Fund. Current and former founders and prospective founders, officers and executives and other affiliates of portfolio investments have and likely will invest in a Private Fund. While Quiet believes this aligns portfolio investment management teams and other affiliates with the best interests of the Private Fund, Quiet may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio investment in order to maintain the goodwill with such portfolio investment management team investor or other affiliate of the portfolio investment that is an investor in a Private Fund such that they continue to invest in the Private Funds, among other reasons. Quiet’s relationships with current, prospective or former executives, directors and founders or other affiliates of portfolio investments of the Private Funds or of other hedge funds or venture capital funds, and executives of the banks and other lending institutions that provide financing to the portfolio investments of the Private Funds will under certain circumstances lead to conflicts of interest, including conflicts of interest with respect to portfolio investments of the Private Funds that are associated with such individuals and entities. For example, such relationships could influence decisions as to whether to invest in or divest from a portfolio investment and the timing of such an investment decision. Such decisions could inure to the benefit (or detriment) of one Private Fund over another Private Fund. In certain instances, a Private Fund’s portfolio investment competes with, is a customer of, or is a Service Provider to, another Private Fund’s portfolio investment. In providing advice to a portfolio investment’s business, Quiet is permitted to consider the interests of one portfolio investment or Private Fund and is not obligated to, and need not, take into consideration the interests of other relevant portfolio investments or Private Funds. As a result, a conflict of interest may arise in these instances because advice and recommendations provided by Quiet to a portfolio investment may have adverse consequences to a separate portfolio investment owned by another Private Fund. The performance and operations of a competitor, customer or Service Provider portfolio investment could conflict with, and adversely affect the performance and operations of another portfolio investment, or could adversely affect prices, business opportunities or potential acquisition opportunities. For instance, a portfolio investment may

seek to expand its market share at the expense of another portfolio investment, withdraw business from another portfolio investment in favor of another company offering the same product or service at a lower price, increase its own prices, purchase assets from, or sell assets to, another portfolio investment, commence litigation against another portfolio investment, or prevent one portfolio investment from commencing litigation against another portfolio investment. A Private Fund’s portfolio investment will be counterparties or participants in agreements, transactions or other arrangements with other portfolio investments of such Private Fund or other Private Funds. These agreements, transactions and other arrangements will involve payment of fees and other amounts, none of which will result in any offset to the Advisory Fee. Such agreements, transactions and other arrangements will generally be entered into without the consent or direct involvement of the Private Funds and/or Quiet or the consent of any advisory committee. Quiet and/or its affiliates (including Adviser Personnel) have in the past, and are permitted to in the future engage in business opportunities arising from a Private Fund’s investment in a portfolio investment (for example, without limitation, entering into a joint venture with a portfolio investment or making a proprietary investment in a portfolio investment or receiving a loan or extension of credit from a portfolio investment, including personal use). This creates a conflict of interest, as such interests are a benefit arising from the Private Fund’s investment and may vary from the applicable Private Fund’s interest (e.g., whether to make a follow-on investment and, if so, how much should be allocated to the Private Fund). Additionally, Quiet, its affiliates and Adviser Personnel, and persons selected by them may receive the benefit of “friends and family” and similar discounts from portfolio investments owned by the Private Funds under which such portfolio investments make their goods and/or services available at reduced rates. Discounted prices or better terms offered by a portfolio investment to Quiet, any other portfolio investment, or third parties have the potential to affect the returns of the portfolio investment. While Quiet will seek such arrangements that it believes at the time are of mutual benefit to both portfolio investments, there can be no assurance that the benefits will be symmetrical. A Private Fund in certain circumstances may make loans to a portfolio investment where such portfolio investment requires an infusion of cash for various reasons, including, but not limited to, capital expenditures. While any such short-term loan (or bridge financing) could be converted into a more permanent, long-term security, it is entirely possible, for reasons not always in a Private Fund’s control, that issuance of long-term securities or other refinancing or syndication may not occur, and such short-term loans (or bridge financings) may remain outstanding for long periods of time. Similarly, expected sources of cash to repay loans may not become available. In such events, the interest rate charged may not adequately reflect the risk associated with the position taken by a Private Fund. A Private Fund’s portfolio investments are permitted to be counterparties or participants in agreements, transactions or other arrangements with portfolio investments of other Private

Funds managed by Quiet that, although Quiet determines to be consistent with the requirements of such Private Funds’ Offering Documents, may not have otherwise been entered into but for the affiliation with Quiet, and which may provide economic or other benefits to affiliates of Quiet that are not subject to the Advisory Fee offset provisions described herein. While Quiet may have a conflict of interest because its economic benefit may incentivize Quiet to maintain such arrangements, Quiet believes that such agreements benefit the portfolio investments due to increased access to quality products and services at beneficial pricing and Quiet’s benefits from such arrangements are reduced because Quiet only benefits on at the same rate as the portfolio investments. However, it should not be assumed that a company related to, or otherwise affiliated with Quiet will only take actions that are beneficial to, or not opposed to, the interests of a Private Fund and its portfolio investments. Service Providers Services required by a Private Fund (including some services historically provided by Quiet or its affiliates to the Private Funds) are expected to, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of Quiet or its affiliates. This can create a conflict of interest because Quiet and its affiliates have an incentive to outsource such services at the expense of the Private Funds to, among other things, leverage the use of Adviser Personnel. Such services may include, without limitation, deal sourcing, asset management, information technology, licensed software, depository, data processing, client relations, administration, appraisal, custodial, subcustodial, marketing and marketing-reviews, accounting, valuation, legal, human resources, client services, compliance, cybersecurity, corporate secretarial and tax support, director services and other similar services. The costs and expenses of any such third-party Service Providers will be borne by the Private Fund. Outsourcing will not typically occur universally for all Private Funds and accordingly, certain costs potentially will be incurred by a Private Fund for a third-party Service Provider that is not incurred for comparable services by other Private Funds. The decision by Quiet to initially perform a service for a Private Fund in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party Service Provider in the future and Quiet has no obligation to inform such Private Funds or investors of such a change. Such services may also supplement or be performed alongside services performed by Quiet. In addition, certain internal Service Providers (such as internal accountants) may “shadow” or otherwise review the reports of other services provided by such third parties. The costs, fees and expenses of any such third-party Service Providers will be borne by the relevant Private Funds. Quiet and/or its affiliates engage certain Service Providers to provide services to Quiet, the Private Funds and/or the portfolio investments of the Private Funds, including services during the due diligence and acquisition process. Such Service Providers or their affiliates are, in certain circumstances, investors or prospective investors in a Private Fund or affiliates of such investors or prospective investors and can include, for example, investment or commercial bankers, outside legal counsel, pension consultants and/or other investors or prospective investors who provide services (including mezzanine and/or other lending arrangements). The engagement of

any such Service Provider can be concurrent with an investor’s admission to a Private Fund, or during the term of such investor’s investment in the Private Fund. This creates a conflict of interest, as Quiet could give such investor preferred economics or other terms with respect to its investment in a Private Fund, enhanced information or could have an incentive to offer such investor co-investment opportunities that it would not otherwise offer to such investor. In addition, Quiet will have a conflict of interest in recommending the retention or continuation of a Service Provider to the Private Funds or a portfolio investment if such recommendation, for example, is motivated by a belief that the Service Provider will continue to invest in Private Funds or will provide Quiet information about markets and industries in which Quiet operates, will provide other services that are beneficial to Quiet and/or will provide financial sponsorship of events held by Quiet (such as transaction closing dinners or outings, or informational summits or training events for Quiet or portfolio investment personnel). Quiet generally has an incentive to recommend the products or services of certain investors or prospective investors in the Private Funds to the Private Funds or their portfolio investments for use or purchase, even though the products or services recommended may not necessarily be the best available to the Private Funds or the portfolio investments. In addition, a portfolio investment has an incentive to engage a Service Provider that is an investor or prospective investor in a Private Fund in order to, among other things, maintain the goodwill with Quiet. Quiet could potentially contract directly with, or recommend to a Private Fund or to a portfolio investment thereof (in response to a solicitation for a recommendation or otherwise) that it contract for services with, a related person of Quiet or an affiliate (including but not limited to a portfolio investment of a Private Fund). When making such a recommendation, Quiet, because of its financial or other business interest, has an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. A number of factors, including the particular relationship with a Service Provider and the nature of its services (which may be specialized or customized to meet the needs of Quiet and its Private Funds and portfolio investments in ways that other providers may not offer), could result in such Service Provider’s fees, costs and expenses not always being comparable to those charged for such services by other third parties and, consequently, there may be limited or no cost savings from the retention of such Service Provider. Quiet retains its discretion to select the Service Provider for any services to be provided to the Private Funds after considering the factors that Quiet deems relevant, which could include price, quality of service and/or the ability of a Service Provider to meet Quiet’s specific requirements, and Quiet will not have an obligation to evaluate alternative providers or to compare pricing for such Service Provider’s services. Additionally, former Adviser Personnel could also become employees, officers or directors of, or otherwise be engaged by, third-party Service Providers that provide services to Quiet, the Private Funds and/or portfolio investments. While employed by Quiet, the cost of the compensation, benefits and attributable overhead provided to these individuals are paid by Quiet unless a Private Fund’s Offering Documents permit certain allocations of internal expenses to the Private Fund. If a former Quiet employee becomes an employee or consultant of a third party that also provides services to a Private Fund, such former Quiet employee potentially will be assigned by

such third party to provide services to that account. In such instance, the cost of the third-party Service Provider attributable to the former Quiet employee working on the Private Fund will be borne entirely by the Private Fund and no such amounts will reduce the Advisory Fees paid or the Carried Interest distributed by such Private Fund on the basis that such person used to be a former Quiet employee. Additionally, Adviser Personnel, and/or their family members or relatives could have ownership, employment, or other economic or other interests in certain Service Providers. These relationships can influence Quiet in determining whether to select, or recommend such Service Provider to perform services for a Private Fund or a portfolio investment. Although Quiet selects Service Providers that it believes will enhance portfolio investment performance (and, in turn, the performance of the relevant Private Fund(s)), there is a possibility that Quiet, because of financial, business interest, or other reasons, will favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. As part of Quiet’s business, Quiet, its affiliates and other Adviser Personnel have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers, employees and contractors of current and former portfolio investments, current and former Service Providers to current and former portfolio investments, former employees and contractors and members of Quiet. Certain of these third parties: (i) introduce investment opportunities to Quiet; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio investments; (iii) introduce portfolio investments to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio investments or (v) provide investment banking, consulting, legal or advisory services to Quiet, the Private Funds or portfolio investments. Certain other Service Providers to Quiet, the Private Funds and/or the portfolio investments, or affiliates of such Service Providers, are expected to provide goods or other services to or have business, personal, political, financial or other relationships with Quiet, Adviser Personnel, its affiliates, the Private Funds or their respective portfolio investments, and to provide gifts and entertainment to Adviser Personnel in respect of services provided to the Private Funds and/or their portfolio investments even though the Private Funds and their portfolio investments bear such Service Providers costs. Such Service Providers (or their employees) are permitted to source investment opportunities, be co-investors or commercial counterparties or entities in which Quiet and/or the Private Funds have an investment, and payments by a Private Fund and/or such portfolio investments may indirectly benefit Quiet and/or such Private Fund. In addition, such third parties may invest in one or more Private Funds, co-invest in one or more portfolio investments, provide other significant business or investment services to Quiet, the Private Funds and/or portfolio investments, or compete with the Private Funds for investment opportunities. These relationships have the potential to influence Quiet in deciding whether to select or recommend any such third-party to perform services for the Private Funds or a portfolio investment. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Private Funds or portfolio investments, as applicable. In addition, Quiet’s and Adviser Personnel’s relationships with banks and other

lending institutions will at times originate from a Private Fund’s investment in portfolio investments and inure to the benefit of Adviser Personnel. Such lending institutions will from time to time be incentivized to provide services to Adviser Personnel, including by providing extensions of credit or other loans, if they anticipate such services will provide them with further opportunities with respect to the Private Funds or their portfolio investments. These arrangements will create additional conflicts of interest as the Adviser Personnel’s and the lending institution’s interests may or may not align with those of the Private Funds, their portfolio investments and investors. The Private Funds have in the past and could in the future pay a fee to an investment bank with respect to a particular transaction which fee may, in whole or in part, reflect a payment to the investment bank for finding deals for Quiet and the Private Funds in the future. As a result, the Private Fund paying the fee to the investment bank may not receive the benefit of the future deals sourced by the investment bank and the other Private Fund to which a deal is allocated will not be required to reimburse the paying Private Fund for such fee. Investors have in the past and could in the future be introduced to Quiet, or may be brought in a Private Fund, by a third-party consultant from which Quiet or a related person purchases products and to which Quiet or a related person may make payments. Quiet, its personnel, the Private Funds and the portfolio investments of the Private Funds expect to engage common Service Providers. In certain circumstances, the Service Provider may charge varying rates or engage in different arrangements for services provided to Quiet, its personnel, the Private Funds, and/or the portfolio investments, and it is possible that Service Providers consider the overall level of work performed for Quiet and/or the Private Funds or their portfolio investments in determining whether to provide reduced rates or benefits to Quiet. As a result, Quiet or its personnel may receive a more favorable rate on services provided to it by such a common Service Provider than the rates payable by the Private Funds and/or the portfolio investment, or may receive a discount on services even though the Private Funds and/or the portfolio investments receive a lesser, or no, discount. This creates a conflict of interest between Quiet and Adviser Personnel, on the one hand, and the Private Funds and/or portfolio investments, on the other hand, in determining whether to engage such Service Providers, including the possibility that Quiet will favor the engagement or continued engagement of such persons if it, or its personnel, receives a benefit from such Service Providers, such as lower fees, that it would not receive absent the engagement of such Service Provider by the Private Funds and/or the portfolio investments. Neither the Private Funds nor investors in the Private Funds will receive the benefit of any such favorable rate or discount provided to Quiet, its personnel or its affiliates, and the Advisory Fee paid by any Private Fund will not be reduced in connection with such favorable rate or discount. In addition, Service Providers often charge varying amounts or could have different fee arrangements for different types of services provided. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required and the time demands of the Service Provider. As a result, to the extent the services required by Quiet or its affiliates differ

from those required by the Private Funds and/or its portfolio investments, Quiet and its affiliates will pay different rates and fees than those paid by the Private Funds and/or its portfolio investments, which will not offset the Advisory Fee or otherwise benefit the Private Funds. To the extent that Quiet in any circumstances commits or has committed to seek “market” or “arms- length” (or similar formulations) rates or terms, Quiet will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. Quiet reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “armslength.” Consequently, Quiet undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable, or relate specifically to the assets, services, geographies, or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, Quiet reserves the right to rely on approximations or estimates of time for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Benchmarking data generally includes information relating only to hourly or project-based rates, and so generally does not include the value of any profits, participation or equity interests (including co-investment opportunities) in or relating to portfolio investments with respect to which the relevant services are provided; as such, references to “market” or “arms-length” (or similar formulations) rates or terms refer only to the contracted-for hourly or project-based rates. Whether or not Quiet has a relationship or receives financial or other benefit from recommending a particular Service Provider, there can be no assurance that no other Service Provider is more qualified to provide the applicable services or could provide such services at lesser cost. To the extent the Private Funds engage in a long-term or recurring contract with a Quiet affiliated Service Provider, Quiet may not seek to benchmark or otherwise renegotiate the original fee arrangement for a significant period of time. Additionally, a portfolio investment typically will reimburse Quiet or Service Providers retained at Quiet’s discretion for expenses (including, without limitation, travel expenses) incurred by Quiet or such Service Providers in connection with the performance of services for such portfolio investment. Service Provider expenses are required to be reimbursed whether or not there is overlap in expertise, function or services performed by Adviser Personnel. This subjects Quiet to conflicts of interest because the Private Funds generally do not have an interest or share in these reimbursements, and the amount of such reimbursements over time is expected to be substantial. Subject to the relevant Offering Documents and its internal reimbursement policies and practices, Quiet determines the amount of these reimbursements for such services in its own discretion. Quiet and the Private Funds will generally engage common legal counsel and other Service Providers in a particular transaction, including a transaction in which there may be conflicts of interest (e.g., cross transactions and other affiliated transactions). Members of the law firms engaged to represent the Private Funds are sometimes investors in a Private Fund and may also represent one or more portfolio investments or investors in a Private Fund. In the event of a significant dispute or divergence of interest between Private Funds, Quiet and/or its affiliates,

the parties may engage separate counsel in the sole discretion of Quiet and its affiliates, and in litigation and other circumstances, separate representation may be required. Quiet may also be confronted with tasks that can be accomplished either by its employees (including secondees) or by third-party Service Providers. Quiet’s allocation of such tasks potentially will be influenced by whether Quiet or a Private Fund would bear the fees and expenses of a third-party Service Provider. Due to, among other things, limited internal resources, Quiet could be incentivized to allocate such tasks related to Private Funds to thirdparty Service Providers (including in cases where its employees may be able to accomplish such a task faster or with higher quality than a third-party Service Provider), such that the Private Funds would bear the fees and costs thereof. Quiet expects certain Service Providers, their affiliates and personnel to invest in, or coinvest alongside, one or more Private Funds, and due to the nature of the Service Provider relationships and the timing of services, these persons have the potential to have information advantages relative to other investors or co-investors, and in certain circumstances could be offered coinvestment opportunities before such opportunities are presented to other interested prospective co-investors or could be offered co-investment opportunities on preferred terms. Conflicts of interest exist in the allocation of the costs and benefits of arrangements with Service Providers for the provision of goods or services to Quiet, the Private Funds, other Quiet clients and/or their respective portfolio entities. Quiet manages such conflicts and makes allocation judgments with respect to such costs and benefits in its fair and reasonable discretion, notwithstanding its interest in the outcome. Quiet’s allocation decisions with respect to Service Providers at times are informed by input from the relevant Service Provider (including but not limited to where the Service Provider provides recommended allocation percentages across the relevant parties or provides market practice insight with respect to allocation percentages), and it is possible that the relevant Service Provider could, due to a conflict, recommend expense allocations that are more favorable to Quiet than the Private Funds or their portfolio investments. There may be instances where the target portfolio investment of one Private Fund is the Service Provider of another Private Fund, and an acquisition of the target portfolio investment by the original Private Fund would create a conflict of interest for the other Private Fund. For example, when the target portfolio investment of the original Private Fund is the valuation agent of the other Private Fund, the acquisition of the portfolio investment by the original Private Fund would create issues related to independence. Therefore, due to such conflict, there may be circumstances where Quiet declines to make an investment on behalf of the original Private Fund, even if such investment would be beneficial to the original Private Fund and/or fits within the original Private Fund’s Investment Allocation Requirements. Additionally, due to such conflict, there may be circumstances where the interests of the original Private Fund are subordinated to the perceived interests of the other Private Fund, which may be to the detriment of the original Private Fund.

Positions with Portfolio Investments Adviser Personnel serve as directors of, or observers on boards with respect to, certain portfolio investments. While conflicts of interest will likely arise in the event that such Adviser Personnel’s fiduciary duties as a director conflict with those of the Private Fund, it is expected that generally the interests will be aligned. For instance, such positions could impair the ability of a Private Fund to sell the securities of an issuer in the event a director receives material non-public information by virtue of his or her role, which would have an adverse effect on the Private Fund. Furthermore, an Adviser Personnel serving as a director to a portfolio investment owes a fiduciary duty to the portfolio investment, on the one hand, and the relevant Private Fund, on the other hand, and such Adviser Personnel potentially will be in a position where they must make a decision that is either not in the best interest of the Private Fund, or is not in the best interest of the portfolio investment. Adviser Personnel serving as directors may make decisions for a portfolio investment that negatively impact returns received by a Private Fund investing in the portfolio investment. In addition, to the extent an Adviser Personnel serves as a director on the board of more than one portfolio investment, such Adviser Personnel’s fiduciary duties among the two portfolio investments potentially will create a conflict of interest. Additionally, directors of a portfolio investment may approve compensation and other amounts payable to Quiet and/or its affiliates in connection with services provided by Quiet and its affiliates to such portfolio investment, and, except to the extent such amounts are subject an offset provision in the relevant Private Fund’s Offering Documents, are in addition to the Advisory Fee or any performance allocation. The General Partner’s authority to appoint or influence the appointment of portfolio investment directors who are likely to be involved in approving compensation payable to Quiet subjects Quiet and any such portfolio investment director appointees to potential conflicts of interest. Certain decisions made by a director has the potential to subject Quiet, its affiliate or a Private Fund to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. In general, the Private Funds will indemnify Quiet and Adviser Personnel from such claims. In addition, Adviser Personnel and Operations Support Providers may leave the employment of Quiet, its affiliates or the Operations Support Provider and become an officer or employee of a portfolio investment, such persons from Quiet to the applicable portfolio investments, and any fees received by such persons as an employee of the portfolio investment will not reduce the Advisory Fee. As a result of roles at portfolio investments, Quiet may from time to time take steps to mitigate the conflicts of interest, including causing a Private Fund to take certain actions that, in the absence of such conflict, it would not take (e.g., a Private Fund may divest itself of an asset it otherwise may have retained or may not purchase an asset it otherwise would have purchased). Any such steps could have the effect of impacting the investment program of a Private Fund and reduce returns. Adviser Personnel may also be asked to serve as directors of, or observers with respect to, certain entities in which a Private Fund has fully exited its ownership interest and/or following the termination of such person’s employment with Quiet. In such circumstances, any compensation or fees received with respect to such exited investment and/or by such former employee is not subject to the Advisory Fee offset described above, or otherwise shared with the Private Funds and/or investors.

In addition, Quiet might continue to receive Other Fees from a portfolio investment after a Private Fund has fully exited its ownership interest (for instance, in respect of consulting arrangements or group purchasing arrangements). In such circumstances, any fees received with respect to such exited investment is not subject to the Advisory Fee offset described above, or otherwise shared with the Private Funds and/or investors. In certain circumstances, such as those relating to short- or long-term portfolio investment cash or liquidity needs, and regardless of whether the portfolio investment is undergoing financial stress, Quiet reserves the right to accrue, defer or forego payments of Other Fees. In such cases, in accordance with the Offering Documents, investors will not receive the benefit of Advisory Fee offsets with respect to such amounts until they are actually received. Even in circumstances where Other Fees would be completely offset against Advisory Fees under the Offering Documents, Quiet’s receipt of Other Fees when due from portfolio investments provides a benefit to Quiet in that it generally results in earlier availability of such amounts relative to Advisory Fee due dates. In accordance with the Offering Documents, investors will not receive interest or other compensation for the time period between Advisory Fee receipt and the later date of offset of the relevant amounts (if any) against the relevant Advisory Fees. In connection with the sale of (or certain other events at) a portfolio company, while Quiet intends to timely distribute the amounts owed to investors and/or the relevant Private Fund(s), Quiet reserves the right to retain certain amounts to establish various escrow, holdback and reserve accounts relevant to the portfolio company and/or relevant Private Fund(s). Such amounts generally are not subject to any pre-defined limits in the applicable Offering Documents, transaction agreements or any of Quiet’s policies and procedures. All amounts withheld from proceeds owed to investors and/or the relevant Private Fund(s) will be monitored by Quiet personnel on an ongoing basis. Quiet will have potential conflicts of interest in determining the amount and timing of distributions to limited partners and/or the relevant Private Fund(s). Certain current and former personnel of Quiet or its affiliates have in the past and could in the future also be temporarily seconded to or otherwise engaged by certain portfolio investments on either a fulltime or a part-time basis to provide services to such portfolio investments. In such instances, the portfolio investments will pay such person’s directors’ fees, salaries, consultant fees, other cash compensation, stock options, other equity grants or other compensation and incentives and may reimburse Quiet or such persons for any travel costs or other out-of-pocket expenses incurred in connection with the provision of their services. These arrangements could create conflicts of interest, in that any compensation (including benefits and other incentives or opportunities (including investment opportunities)) that would ordinarily be borne by Quiet as overhead in respect of those personnel would be borne by the portfolio investment when they are secondees or other portfolio company personnel. Therefore, Quiet has an incentive to cause its personnel to become externs or secondees or serve in similar roles to reduce its overhead or otherwise shift costs to portfolio investments. As secondee arrangements are often initiated to meet temporary portfolio investment needs, they are expected to change over time, and in many cases will be ended by Quiet when the portfolio investment is sold or when the position can be filled on a longer-term or permanent basis, at which point the secondees may or may not return

to Quiet. It is possible that certain Adviser Personnel and Venture Partners will serve as secondees or other personnel with respect to multiple portfolio investments and perform services that directly or indirectly benefit Quiet while serving as secondees or other portfolio investment personnel. In other circumstances, former Adviser Personnel or Venture Partners potentially will become employees of, or Service Providers to, portfolio investment. No compensation earned by former Adviser Personnel or Venture Partners offsets the Advisory Fee, whether or not such former personnel or Venture Partners have a remaining interest in a Private Fund’s general partner or affiliated entity. Quiet is also authorized to advance compensation to seconded employees and be subsequently reimbursed by the applicable portfolio investments. Any compensation customarily paid directly by Quiet or its affiliates to such persons will typically be reduced to reflect amounts paid directly or indirectly by the portfolio investment even though the Advisory Fee paid or Performance Allocation distributed by the Private Fund to Quiet will not be reduced. Any amounts paid to such persons by a portfolio investment (or paid by Quiet and reimbursed by a portfolio investment) will not reduce the Advisory Fee otherwise payable to Quiet or any Performance Allocation otherwise payable to Quiet or its affiliates, if applicable. All or a portion of any such compensation and incentives will be borne by the Private Fund, directly or indirectly, via its ownership interest in such portfolio investment. Conversely, in the event that Quiet employs a person that previously received compensation from a portfolio investment, investors will only receive the benefit of any applicable offset only beginning as of the relevant start date of the person’s employment with Quiet, and not with respect to any compensation prior to such date, including equity grants made prior to the date of employment that vest thereafter. In certain instances, whether an individual who provides services to a portfolio investment should be categorized as an Operations Support Provider, an employee of Quiet, a former employee of Quiet or a seconded employee may not be clear. In such cases, Quiet will make a determination in good faith based on an evaluation of the facts and circumstances. Additionally, on occasion, a current portfolio investment may hire Adviser Personnel that leave the Adviser to join the portfolio investment or are otherwise former Adviser Personnel. To the extent the former Adviser Personnel continues to vest in compensation from Quiet, such compensation is not expected to be subject to the Advisory Fee offset or otherwise shared with the Private Funds, investors and/or portfolio investments. In addition, compensation for the role at the portfolio investment is not expected to be subject to the Advisory Fee offset or otherwise shared with the Private Funds, investors and/or portfolio investments. Quiet has incentives to use or to recommend products or services of one portfolio company to another, which generally will involve fees, commissions, servicing payments or other compensation. Potential conflicts of interest arise in making such recommendations, as Quiet has incentives to maintain goodwill between it and its former, existing and prospective portfolio companies, and as a result the products or services recommended may not necessarily be the best or lowest cost option. In most cases, the relevant Private Fund(s) will not consent, participate in the negotiations or be directly involved in such arrangements. Discounted prices or better terms offered by a portfolio company to Quiet, any other portfolio company or third parties have the potential to affect the returns of the portfolio company. While Quiet will seek

such arrangements that it believes at the time are of mutual benefit to both portfolio companies, there can be no assurance that the benefits will be symmetrical. Side Letter Agreements; Advisory Committee Rights Quiet and/or its affiliates reserve the right to enter into side letters with certain investors in a Private Fund providing such investors with different or preferential rights or terms, including, but not limited to, (i) different economic terms, including reduced management fees, modified waterfall mechanics and/or reduced Performance Allocation and/or receipt of a portion of the general partner’s or its affiliates’ management fees, other fees and/or Performance Allocation; (ii) the ability to opt-out of certain types of investments (including with respect to investments in certain geographies and/or industries); (iii) the right to receive certain additional information, certifications, reporting and/or notifications from the Private Fund or the general partner or any of their affiliates and/or the manner in which information and/or notice shall be provided; (iv) the right to transfer Private Fund interests and to cause such transferee to be admitted to the Private Fund as a substitute limited partner; (v) the offering of, and/or participation in, co-investment opportunities; (vi) the right to withdraw from the Private Fund in the event of adverse tax or regulatory events or violations of law or policies or in the event the investor’s commitment in the Private Fund would exceed a certain percentage of the Private Fund’s aggregate commitments; (vii) additional confidentiality protections; (viii) the right to disclose certain information to underlying investors, the public, regulators or certain other persons; (ix) structuring rights with respect to certain types of investments; (x) modification of default remedies; (xi) investment pacing restrictions; (xii) limits on indemnification; (xiii) rights with respect to legal, regulatory or policy requirements applicable to any such limited partner or its affiliates, or (xiv) certain other terms whether economic, procedural or otherwise, many of which will not be subject to the “most-favored nation” provisions of a Private Fund’s Offering Documents. In addition, Quiet may from time to time agree to certain matters relating to knowledge transfer, knowledge sharing, training and/or secondments with one or more investors as part of an overall firm relationship. Furthermore, Quiet will from time to time afford different investors different rights and treatment, regardless of whether such rights and treatment are memorialized in a side letter. Except as otherwise agreed with an investor, Quiet (or applicable general partner) is not required to disclose the terms of side letter agreements with other investors in the same Private Fund. Also, investors will have no recourse against a Private Fund, the applicable Private Fund’s general partner, quiet or their respective affiliates in the event that certain investors receive additional or different rights or terms pursuant to such side letters, some of which rights may impact the rights and/or increase the obligations of other investors. Quiet is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners, e.g., based on commitment amount to a Private Fund or the timing thereof, the ability of a limited partner to provide sourcing or other services to Quiet, its affiliates and personnel or the Private Funds, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to Quiet, its affiliates and personnel, or the Private Funds. Further, side letters may also relate to strategic relationships under which an investor agrees to make commitments to multiple Private Funds.

Side letters subject Quiet to potential conflicts of interest, including in circumstances where an investor’s right to serve on the relevant Private Fund’s advisory committee results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. Other side letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Private Fund or of limited partners as a whole, including in the event that a side letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Private Fund. Under the Offering Documents, a Private Fund’s advisory committee generally has the ability to review and waive compliance with certain provisions thereof, including consenting to conflict of interest situations, as well as certain approvals or consents required by U.S. federal securities laws. Pursuant to the terms of the Offering Documents, all limited partners are bound by the determinations of the advisory committee, regardless of whether an individual limited partner is represented by a member of the advisory committee. A Private Fund’s advisory committee is expected to be comprised of representatives of limited partners with divergent interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, experience and other factors. Some members of one Private Fund’s advisory committee are also members of another Private Fund’s advisory committee. In such instances, a conflict of interest exists because the Private Funds on which such overlapping advisory committee members may have conflicting interests and such advisory committee members may be asked to provide their consent with respect to such conflicts of interest and will not recuse themselves from any such vote. In addition, certain advisory committee members are expected to have various business and other relationships with Quiet (including longstanding investing relationships) and its partners, employees and affiliates. In certain circumstances, these factors will influence advisory committee members to be more aligned with Quiet and the relevant general partner and favor proposals brought to the advisory committee; in other circumstances, these factors will make advisory committee members more likely to oppose these proposals. Advisory committee members are expected to be subject to potential conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to limited partners as a whole. In many cases, limited partners (including limited partners making commitments in excess of certain amounts) are expected to request (by side letter or otherwise) a role on the advisory committee, and Quiet expects to be subject to varying incentives and potential conflicts of interest in determining which limited partners will be permitted to appoint a representative thereto. A general partner is authorized to appoint limited partners to the advisory committee of its Private Fund in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Private Fund or future Private Fund, their perception of a limited partner’s effectiveness on an advisory committee, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Private Fund and the general partner and other factors. Quiet is permitted to seek the consent of the relevant Private Fund advisory committee(s) to approve conflicts, although based on these

varying incentives limited partners should not expect that every vote cast by an advisory committee member, or decision made by an advisory committee as a whole, will fully represent their individual interests. Different Terms for Certain Private Fund Investors Certain Private Funds may create additional classes of interests which interests may be subject to different terms, including, without limitation, denomination of currency, fees charged, minimum subscription amounts, withdrawal rights, and other rights. Quiet Build Quiet also manages the “Quiet Build” investment program (the “Build Program”), which is an incubation strategy in which a Quiet-affiliated entity (the “Quiet Build Partnership”) oversees the process of ideation, recruiting, planning, and launching companies and, after a CEO/Founder is recruited to form the company, the Quiet Build Partnership receives founding shares (typically in the form of common equity and representing a percentage interest that is non-controlling). The Quiet Build Partnership also is permitted to receive founding shares in a company if it has provided material advice and/or assistance to a CEO/Founder with respect to his/her company or product (such incubated or advised companies, each, a “Build Portfolio investment”). The Private Funds reserve the right to invest in Build Portfolio investments, typically in the form of preferred equity, a simple agreement for future equity (“SAFE”), or a convertible note. The ultimate decision to invest in any Build Portfolio investment, including the terms of such investment such as amount and valuation, will be made by a Private Fund’s investment committee, which is expected to include managers of the Quiet Build Partnership. The Quiet Build Partnership will typically pay an executive recruiter’s fees to find a CEO/Founder to help an incubated Build Portfolio investment get started, in addition to paying other expenses used to establish the company (e.g., legal, real estate, office, information technology, branding, marketing, consultants and other costs), generate intellectual property or otherwise to help the company or its potential product in the development phase (including, but not limited to, hiring design consultants or engineering consultants to develop prototypes). These costs, which are expected to be significant, would all be incurred in connection with the formation and launch of the company (the “Incubation Expenses”). It is anticipated that each Build Portfolio investment will use a portion of the investment amounts received from a Private Fund to repay the Quiet Build Partnership for the Incubation Expenses, as approved by such Private Fund’s investment committee in connection with such investment. Thus, there is an inherent conflict of interest that a portion of a Private Fund’s investment in each such Build Portfolio investment will be used to repay the Quiet Build Partnership. Furthermore, the valuation of the Private Fund’s investment in a Build Portfolio investment may be determined by Adviser Personnel who have a direct financial interest in the Quiet Build Partnership. In addition, there is an inherent conflict in that the investment of a Private Fund will play a role in defining the value of the common equity held by the Quiet Build Partnership, some of whose limited partners may also serve on the Private Fund’s investment committee, and that Quiet-affiliated entities are interested parties on both sides of any such investment negotiation. In addition, the Quiet Build Partnership is likely to have

different interests than a Private Fund in holding and disposing of the Build Portfolio investment, and Quiet and/or its affiliates have the incentive to take actions with respect to the Build Portfolio investment based on their economic interests in such Build Portfolio investment, which will not always be the same as a Private Fund. There can be no assurance that the return of a Private Fund participating in a Build Portfolio investment would be equal to and not less than another Private Fund participating in the same investment or that it would have been as favorable as it would have been had such conflicts not existed. While a Private Fund is authorized to be involved in the strategy, governance and oversight of any Build Portfolio investment, a Build Portfolio investment would also typically retain its own qualified management team, either internally or externally to operate, administer and manage the company on a daily basis. A Build Portfolio investment may compensate its management team in a number of ways, including through cash payments, annual salaries and bonuses, incentive-based compensation (such as profits interests, participation or equity interest, Performance Allocation, equity, options and warrants), fees for services or a combination of the foregoing. An investor’s investment (including a Private Fund’s investment) would be used to among other things, fund such compensation, as well as all other Incubation Expenses. Any compensation the management team receives would be in addition to, and typically does not offset, the Advisory Fee investors in a Private Fund pay. Other Potential Conflicts The Offering Documents of a Private Fund establish complex arrangements among the Private Funds, Quiet, investors, and other relevant parties. Questions are expected arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the Offering Documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While Quiet will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to a Private Fund or its investors. Additionally, Quiet and Adviser Personnel have in the past and could in the future receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Private Fund, including benefits and other discounts provided from Service Providers. Any such benefits, rewards and/or amounts will not be subject to the offset arrangements described above or otherwise shared with such Private Fund, its investors and/or the portfolio investments. For example, expenses relating to the Private Funds or portfolio investments are expected to be charged using credit cards or other widely available third-party rewards programs that provide airline miles, hotel stays, lodging or travel rewards, rental cars, traveler loyalty or status programs, “points,” “cash back,” rebates, discounts and other arrangements, perquisites and benefits under the available terms of such reward programs. Such programs are expected to

vary over time, and any such rewards (whether or not de minimis or difficult to value) generally will inure to the benefit of the personnel participating in the rewards program, rather than the portfolio investments, the Private Funds or their respective investors. Adviser Personnel are permitted to serve on boards or act in other roles including for charitable and educational institutions, trade groups and industry associations. Subject to any limitations in the Offering Documents, Adviser Personnel and/or Quiet are expressly authorized to carry on investment activities for their own account and for family members, friends or others who do not invest in the Private Funds, whether or not through a formal family office or estate planning structure, and will potentially give advice and recommend securities to vehicles which may differ from advice given to, or securities recommended or bought for, the Private Fund, even though their investment objectives are the same or similar. Such persons are also permitted to have capital investments in or alongside the Private Funds, or in prospective portfolio companies. Such investments also may be (directly or indirectly through investment vehicles sponsored by potential competitors) in the same industry as the Private Fund invests (including investments for purposes of sourcing future investment opportunities), and will potentially compete with the Private Funds for investment opportunities and/or compete with portfolio investments of the Private Funds. Such personnel also potentially will pay or receive compensation relating to these arrangements. Quiet is permitted to cause one or more Private Funds to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Private Funds, the applicable general partner, Quiet and/or Adviser Personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties, against liability in connection with the activities of the Private Funds. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by Quiet that cover one or more Private Funds and/or Quiet (including Adviser Personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties). Quiet will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Private Funds, and/or Quiet on a fair and reasonable basis, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. While Quiet makes such allocations in its reasonable discretion, a conflict of interest arises in such allocations because Quiet has an incentive to allocate expenses away from itself more generally and away from Private Funds that provide more favorable economics to Quiet. There can be no assurance that a different allocation would not result in a Private Fund bearing less (or more) premiums, fees, costs and expenses for insurance policies. Additionally, while coinvestors and/or co-investment vehicles have the potential to benefit from the relevant general partner’s appointment of portfolio company directors, they typically will not bear the cost of liability insurance related to such appointment, to the extent liability insurance is purchased by the relevant Private Fund. The relevant liability standards under insurance coverage procured by Quiet are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features

or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverages are expected to vary from relevant liability and/or indemnity standards in the Offering Documents. Investors generally will be responsible for insurance premiums, as set forth in the relevant Offering Documents, regardless of whether the liability and/or indemnity standards in Quiet’s insurance coverage are higher or lower than that set forth in the relevant Offering Documents. Quiet is authorized to require, cause or invite the Private Funds and/or a portfolio investment to make contributions to charitable initiatives, or other non-profit organizations that Quiet believes could, directly or indirectly, enhance the value of the Private Funds’ investments, assist in completing an acquisition of a portfolio investment or other transaction (whether or not documented at the time of such acquisition or transaction) or otherwise serve a business purpose for, or be beneficial to, the Private Funds or their portfolio investment. Such contributions could be designed to benefit employees of a portfolio investment, the community in which a portfolio investment operates or a charitable cause essential to, or consistent with, the business purpose of a portfolio investment. In certain instances, such charitable initiatives could be sponsored by, affiliated with or related to current or former employees of Quiet, portfolio investment management teams, advisors, Service Providers, vendors, joint venture partners, and/or other persons or organizations associated with Quiet, the Private Funds or the portfolio investments. These relationships could influence Quiet’s decision whether to require, cause or invite the Private Funds or the portfolio investments to make charitable contributions. Further, from time to time, such charitable contributions by the Private Funds or the portfolio investments could supplement or replace charitable contributions that Quiet would have otherwise made. Also, in certain instances, Quiet could select a Service Provider or other counterparty to the Private Funds or their investments based, in part, on the charitable initiatives of such person where Quiet believes such charitable initiatives could, directly or indirectly, enhance the value of the Private Funds’ investments or otherwise be beneficial to the portfolio investments. The Offering Documents of certain Private Funds permit each such Private Fund’s general partner to withhold information from certain limited partners or investors in such Private Fund in certain circumstances. For instance, information will typically be withheld from limited partners that are subject to Freedom of Information Act or similar requirements. The general partner will often elect to withhold certain information to such limited partners for reasons relating to the general partner’s public reputation or overall business strategy, despite the potential benefits to such limited partners of receiving such information. Although the Offering Documents generally contain broad exculpation and indemnification provisions, Quiet will not interpret such provisions to constitute a waiver of any person’s nonwaivable federal fiduciary duties to the relevant Private Fund under the Advisers Act. Please see the discussion above under the sub-heading “Resolution of Conflicts” for a description of the means by which Quiet and its related persons may seek to alleviate conflicts of interest among the Private Funds or other persons.

“Best execution” means obtaining for a Private Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, Quiet takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. In order to monitor best execution, Quiet will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of Quiet and each Private Fund. Quiet does not receive “soft dollars” in connection with its use of broker-dealers. Aggregation of Trades Quiet may aggregate (or bunch) the orders of more than one Private Fund for the purchase or sale of the same publicly traded security. Quiet often employs this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. If an order for more than one Private Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon Quiet’s procedures for allocation of investment opportunities, as described in Item 11 above.

The practice of bearing placement agent fees over time through offset provides a benefit to Quiet in that it generally results in prompt payment to the relevant placement agent without requiring Quiet immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Advisory Fees. In the future, Quiet expects to appoint one or more additional placement agents to solicit prospective investors for interests in the Private Funds.

If Quiet determines to vote a proxy or corporate action in sole discretion, Quiet will determine how to vote such corporate actions and proxies on a case-by-case basis, and will: (i) attempt to consider all aspects of the vote that could affect the value of the issuer or that of the client; (ii) vote in a manner that it believes is consistent with the client’s stated objectives; and (iii) generally, vote in accordance with the recommendation of the issuing company’s management on routine and administrative matters, unless the Firm has a particular reason to vote to the contrary. Quiet monitors all votes for any conflicts of interest, regardless of whether they are actual or perceived. All voting decisions will require a mandatory conflicts of interest review by Quiet’s Chief Compliance Officer in accordance with these policies and procedures, which will include consideration of whether Quiet or any investment professional or other person recommending how to vote has an interest in how the vote is voted that may present a conflict of interest. Quiet’s Chief Compliance Officer will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Private Funds. Where Quiet deems it appropriate, unaffiliated third parties may be used to help resolve conflicts or to otherwise assist Quiet in fulfilling all or part of its voting obligations. In this regard, Quiet can retain independent fiduciaries, consultants, or professionals to assist with voting decisions

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