Fintech Collective Management LLC: investment adviser

The Adviser’s products include private pooled investment vehicles, which are generally intended for investors who are “Accredited Investors” under Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and/or, “Qualified Purchasers” under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and “Qualified Clients” under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Such investors include, but are not limited to, public pension funds, fund of funds, sovereign wealth, strategic financial institutions, high net worth individuals and family offices seeking alternative and creative ways to boost long-term performance in the private equity asset class and/or those looking to profitably deploy capital in sectors or with a demographic that requires innovative and unconventional strategies and approaches. However, the Adviser retains broad flexibility to invest on behalf of its Clients, as set forth in the respective Offering Documents (as such term is defined below in this Item). The Adviser currently does not provide investment advisory services to clients apart from its management of its advisory clients’ (collectively, “Clients”) portfolios. The Adviser may, from time to time in the future, serve as the investment adviser or management company for additional Clients or other separately managed accounts. Availability of Tailored Services for Individual Clients The Adviser tailors its advisory services to the specified investment mandates of its Clients, consistent with the Client’s offering documents, which may include, among other things, a private placement memorandum, limited partnership or operating agreements, management or investment advisory agreement, subscription agreement and other related agreements (individually and collectively, the “Offering Documents”). Any investor or prospective investor in a Client (an “Investor”) should closely review the applicable Offering Documents with respect to, among other things, the terms, conditions and risks of investing. The Adviser does not tailor its investment advice for the individual Investors in its Clients. The Adviser does not participate in Wrap Fee Programs. Assets Under Management As of December 31, 2025, the Adviser managed approximately $800,812,639 in regulatory assets under management on a discretionary basis.

Management Fees For its services to each Client, the Adviser receives a management fee (the “Management Fee”) which is based on a percentage of capital commitments or a percentage of invested capital, depending on the stage of the Client’s life cycle, and is generally between 0% and 2.5% annually. The precise amount of, and the manner and calculation of, the Management Fees for each Client are established by the Adviser and are set forth in such Client’s Offering Documents received by each Investor prior to investing in such Client. Management Fees (and any refund related thereto) are calculated on a pro rata basis for partial periods. The Adviser reserves the right to agree with any Investor to charge such Investor more or less than other Investors for the same management services, depending on various factors, including, for example, the timing of the investment, the number of related investment accounts, or the total size of the Investor’s investment with the Adviser. In this regard, the Adviser may waive or modify fees for Investors that are members, employees or affiliates of the Adviser and relatives of such persons or for certain other investors. Payment of Fees Management fees are typically paid quarterly in advance. Terms regarding the payment of fees applicable to any Client are set forth in such Client’s Offering Documents. Other Fees and Expenses Other fees and expenses that will be payable by a Client will be set forth in detail in the Client’s Offering Documents. Subject to the terms applicable to a specific Client and any limitations set forth in such Client’s Offering Documents, each Client is typically responsible for the following expenses, without limitation, incurred in relation to itself and its investment vehicles, if applicable: accounting and audit expenses; expenses in connection with the preparation of the annual and any interim financial statements; taxes and tax preparation expense; Management Fees; communications with Investors and preparation of Client status reports; costs and expenses associated with meetings of Investors; the legal fees, costs and expenses of counsel in any legal action, proceeding or investigation (including any threatened action, proceeding or investigation), and the amount of any judgments or settlements paid in connection with such action, proceeding or investigation; the legal, travel, and other fees, costs and expenses of and incidental to performing due diligence or making investments (whether or not such investments are consummated); legal fees, administrator fees, costs and expenses incidental to such Client, its management and activities; formation and organization expenses of such Client (subject to a cap in certain cases); dues payable to trade associations; interest and other expenses relating to Client indebtedness; bonding expenses; premiums for insurance protecting the Client and any persons entitled to indemnification from the Client from liabilities to third parties for activities on behalf of the Client; fees incurred by the Client for special advisory or

consulting services; securities filing fees; reservation, custodian and other fees; and all extraordinary fees, costs and expenses. See additional details in Item 12: Brokerage Practices. To the extent that any fee, cost or expense is shared by multiple Clients, such fee, cost or expense shall be allocated between such entities pro rata in accordance with respective capital commitments, invested capital, available capital or such other basis as the Adviser or its affiliate may determine in good faith. Notwithstanding the foregoing, the Adviser may deviate from such pro rata allocations with respect to expenses that, in the Adviser’s view, disproportionately benefit a particular Client or group of Clients. If an Adviser makes such a determination, the Adviser may charge all or part of the expense to that Client, such that the allocation of the expense is fair and equitable, as determined by the Adviser. When considering whether to allocate in a different manner with respect to a particular expense, the Adviser may consider various factors including, without limitation, transaction-related expenses and other relevant factors. The CCO will periodically review expenses allocated among Clients (as well as expenses allocated between the Adviser and its Clients) to ensure such allocations are done in the manner contemplated by the Adviser’s policies and procedures and in accordance with the applicable Offering Documents. Any expense initially paid by a Client that is an expense of the Adviser shall be reimbursed by the Adviser to such Client or offset against Management Fees; any expense initially paid by the Adviser that is an expense of a Client shall be reimbursed by the Client. The Adviser has in the past, and will again in the future, utilize special purpose vehicles in different ways to help accomplish its investment objectives across its Clients. In a manner consistent with the applicable Client’s Offering Documents, the applicable general partner of the Client may determine to make a portion of any investment opportunity available for co-investment by third parties; provided, however, that any such co-investment opportunities shall first be offered to the investors of the applicable Client on a pro rata basis in accordance with the investors’ capital commitments, before any such offer is made to third parties. The investors in any such co-investment will invest in and divest such co-investment at substantially the same times as, and on substantially the same terms as, the applicable Client, and shall share the investmentrelated expenses with the other investors and the Client pro rata in accordance with invested capital in such co-investment. If a special purpose vehicle is created to invest in an investment that a Client has previously invested in (again, in a manner consistent with the applicable Client’s Offering Documents), such special purpose vehicle will be allocated its pro rata share of investment-related expenses (e.g., due diligence and other deal costs) of such subsequent investment round based on its invested capital. Notwithstanding the foregoing, the Adviser may deviate from such pro rata allocations with respect to expenses that, in the Adviser’s view, disproportionately benefit a Client or special purpose vehicle, as it deems appropriate. The Adviser will endeavor to make all such allocations in a manner that is fair and equitable to all parties. Additional Compensation and Conflicts of Interest No supervised person of the Adviser will accept compensation for the sale of securities or other investment products.

circumstances including but not limited to the size of the account and will be governed by the Client’s Offering Documents. It should be noted that, to the extent the Adviser does charge Carried Interest, the Adviser’s right to receive such Carried Interest may create an incentive for the Adviser to cause a Client to make investments that are riskier or more speculative than would be the case if the Adviser did not receive such compensation. Conflicts of interest would be present to the extent that the Adviser charges Carried Interest to certain Clients but not to others. These conflicts are also applicable to the Adviser’s investment personnel because they are typically compensated on a basis that includes a performance-based component. In such an instance, the Adviser would receive compensation based on the returns of the performance-based fee paying Clients and therefore would have an incentive to favor such Clients over the non- performancebased fee paying Clients. To mitigate these conflicts, the Adviser has adopted a trade allocation policy and has implemented controls to review investments for compliance with Clients’ investment guidelines and restrictions and to review the performance of Clients with similar investment objectives.

Investors generally must be “Accredited Investors” under Regulation D under the Securities Act, “Qualified Purchasers” under the Investment Company Act and “Qualified Clients” under the Advisers Act. Generally, the Clients have a stated minimum investment amount of $1 million. The Adviser or its affiliate has the discretion to waive minimum investment requirements for investment in the Clients and has done so in the past.

Offering Documents, which contains the controlling disclosure regarding each Client’s investment strategies and methods. Prior to investing in a Portfolio Company, the Adviser conducts due diligence to analyze, among other things, the Portfolio Company’s market and growth potential of the market, the management team of the company, unique assets such as brand strength and intellectual property, and potential exit strategies. The Adviser seeks to identify operational enhancements that would add value to a Portfolio Company. Material Risks of the Adviser’s Investment Strategies. THE FOLLOWING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE LIST OR EXPLANATION OF THE RISKS INVOLVED IN AN INVESTMENT IN A CLIENT. PROSPECTIVE INVESTORS SHOULD READ THE OFFERING DOCUMENTS OF A CLIENT AND CONSULT WITH THEIR OWN ADVISERS BEFORE DECIDING WHETHER TO INVEST. AN INVESTMENT IN A CLIENT IS SUITABLE ONLY FOR SOPHISTICATED, EXPERIENCED INVESTORS. General Investment Risks. There can be no assurance that the Adviser will achieve its investment objectives. Any factor that would make it more difficult to execute timely investments, such as a significant reduction of liquidity in a particular market, may also be detrimental to profitability. No assurance can be given that the investment strategies to be used by the Adviser will be successful under all or any market conditions. Investments may decline in value. No Participation in Management. Investors will not participate in management and are dependent on the Adviser for management of the Client and its investments. Risk Inherent in Venture Capital Investments. The types of investments made by the Clients involve a high degree of risk. In general, financial and operating risks confronting portfolio companies can be significant. While targeted returns should reflect the perceived level of risk in any investment situation, there can be no assurance that each Client will be adequately compensated for risks taken. A loss of an Investor’s entire investment is possible. Early-stage and development stage companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing, and general management, which, in some cases, cannot be adequately solved. In addition, such companies may require substantial amounts of financing, which may not be available through institutional private placements or the public markets. The percentage of companies that survive and prosper can be small. Investments in more mature companies in the expansion or profitable stage involve substantial risks. Such companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize operations, acquire other businesses, or develop new products and markets. These activities involve a significant amount of change in a company and could give rise to significant problems in sales, manufacturing, and general management of these activities. Digital Assets. Blockchain-based digital assets, including, but not limited to, virtual currencies, nonsecurities tokens, securities tokens, protocol tokens, smart contracts, blockchain-based assets, crypto-assets and other crypto-finance and digital assets (collectively, “Digital Assets”) are loosely regulated and are subject to a number of risks. Supply of Digital Assets is generally determined by a computer code, and in some cases, the sponsor of a Digital Asset (a “Sponsor”) may have the discretion to issue and/or distribute additional supply, substantially affecting the price for such Digital Asset on one or more exchanges. Digital

Asset exchanges have been subject to fraud, failure and security breaches. Any of the Client’s assets that reside on an exchange that closes may be lost. Numerous factors may affect the price of Digital Assets, including, but not limited to, supply and demand, the costs of developing such Digital Assets, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures (if any) that restrict the trading of Digital Assets or the use of Digital Assets. There can be no assurance that Digital Assets will maintain their long-term value or that Digital Assets will be adopted more broadly for use for any purpose. Digital Assets are created, issued, transmitted and stored according to protocols run by computers in various decentralized networks of Digital Assets and smart contracts (collectively, “Networks”). Accordingly, it is possible that the Client could realize losses if such protocols were determined to be flawed or were the subject of Network scale attacks. Some Client assets may be created, issued, or transmitted using experimental cryptography which could have underlying flaws. Advancements in quantum computing could break the cryptographic rules of protocols which support Digital Assets held by the Client. The Client makes no guarantees about the reliability of protocols, Networks or cryptography used to create, issue, or transmit Digital Assets held by the Client. Many 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 the Client’s digital wallets and the loss of the Client’s Digital Assets. Digital Currency Specific Risks. Digital currencies, including cryptocurrencies and related tokens, involve significantly high degrees of risk. Digital currencies have limited performance histories, can be extremely volatile, and are not subject to many of the regulatory oversights that other investable assets are subject to. Any regulatory changes in relevant jurisdictions may adversely impact the value of the digital currency as well as the vehicles, entities, and/or investments associated with the digital currency. Digital currencies are subject to high levels of risks associated with cyberattacks including, but not limited to, large scale hackings of digital currency exchanges and cryptocurrency companies. Investing in Blockchain Technology. Digital Assets in which a Client invests rely on blockchain technology, which generally acts as a decentralized ledger of transactions for a given Digital Asset or a group of Digital Assets. Sponsors operating in the rapidly changing field of blockchain technology face special risks. The Adviser has no control over, and limited visibility into, future technological developments. The rapid pace of technological development creates the risk that a sponsor’s products and services become obsolete, fail to gain meaningful market share or fall out of favor as more appealing and advanced technologies and products emerge. Many sponsors in the blockchain technology space have limited operating histories. Such sponsors may be unable to engage and retain sufficient skilled engineering, marketing and management personnel to allow it to maintain its technological edge and develop the infrastructure required to sustain and grow its business. Such sponsors may be subject to greater governmental regulation than other sectors, and changes in governmental policies and the need for regulatory approvals may materially and adversely affect the business of sponsors in those sectors. For these reasons, investments in blockchain technology pose greater risks than those in certain other sectors. Risks of Buying or Selling Digital Assets. The Client may transact with private buyers or sellers or virtual currency exchanges. The Client may take on credit risk from time to time when it purchases or sells Digital Assets, and its contractual rights with respect to such transactions may be limited. Although the Client’s

transfers of Digital Assets or cash will be made to or from a counterparty which the Adviser believes is trustworthy, it is possible that, through computer or human error, or through theft or criminal action, the Client’s Digital Assets or cash could be transferred in incorrect amounts or to unauthorized third parties. To the extent that the Client is unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received the Client’s Digital Assets or cash, the Client will be unable to recover incorrectly transferred Digital Assets or cash, and such losses will negatively impact the Client. Tax Risks of Digital Asset Investments. There is substantial uncertainty regarding the global tax treatment of Digital Assets. As such, the General Partner of such Client may take certain tax positions that may ultimately be treated differently by taxing authorities in various jurisdictions. As a result, investors may be subject to unanticipated or adverse tax consequences associated with a Client’s investments in Digital Assets. Qualified Custodians and the Custody Rule for Digital Assets. In 2003, the U.S. Securities and Exchange Commission (the “SEC”) amended Rule 206(4)-2 (the “Custody Rule”) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), requiring investment advisers registered with the SEC to maintain custody of client funds and securities with “qualified custodians” (as defined under the Investment 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, 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 the Client’s Digital Assets than a cold storage or self-custody solution. Depending on the Client’s Digital Asset investments, it may be difficult or impossible to fully comply with the qualified custodian requirement with respect thereto. Further, it remains unclear how or whether the Custody Rule applies to Digital Assets. The SEC has not issued any guidance 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 Client may be adversely affected. Technology & Custody Risk for Digital Assets. In connection with any Digital Asset investments, a Client may engage in investing, using and transacting with new and untested technologies. As part of its investment process, such Client may develop its own proprietary methods and technologies for custody and investing in order to pursue its strategies, including but not limited to, trading systems, execution systems, smart contract systems, self-custody systems and technologies, monitoring systems and wallet solutions. These technologies are new and have limited operating histories and audits, and may further be subject to errors, hacking, exploitation and/or bugs; any of which may lead to permanent loss of capital. Custody of Digital Assets. The Adviser will seek to maintain a Client’s Digital Assets with custodians that the Adviser believes can provide appropriately secure custody solutions for such Client. The Client may maintain custody of such Client’s Digital Assets on or within exchanges, hot-storage wallets and/or coldstorage wallets, hardware, paper wallets, “air-gapped” computers and self-custody technologies. Custody of the Digital Assets invested in by the Client may be maintained through a smart contract stored on a blockchain protocol, in which case it would be subject to the potential risks of such smart contracts and non-custodial technologies. The Client may also utilize third-party custodians with respect to its Digital Assets, which may or may not incorporate multi-signature solutions and/or proprietary storage methods. Digital Asset exchanges utilized by the Client may be unable to provide for “cold storage.” Such Digital Asset exchanges and other hot-wallet storage solutions have developed security systems to maintain

confidential access to private keys and to control movement of the stored Digital Assets. The Adviser may use such storage methods for the Client’s Digital Assets to minimize the risk of loss, damage and theft; however, the Adviser cannot guarantee the prevention of such loss, damage or theft, whether caused intentionally or accidentally. The Client may not be able to obtain control of the private keys generated by hot-storage solutions utilized by the Client with respect to its Digital Assets. The systems and methodologies of the storage solutions utilized by the Client with respect to its Digital Assets may be subject to exposure from hacking, malware and general security threats, including by nation-state actors or other non-state actors with significant resources and capabilities. Risk of Loss Due to Failure of Digital Asset Custodial Systems. The Clients seek to manage the custody of their Digital Assets in a manner that mitigates 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 such Client’s Digital Assets. Any hardware, including physical backups, that may be used by the Adviser to store such Client’s Digital Assets could fail or become unusable. As noted above, loss, damage or theft of Digital Assets could result in a substantial loss of capital. The Client’s Digital Asset custody systems, as well as third-party wallet providers and platforms, are also vulnerable to the actions of a malicious insider or sophisticated malware and cryptographic errors or attacks, each of which could lead to a loss of funds. Additionally, while funds are being transferred from the applicable Digital Asset custody system, protocol, application, smart contract or user, errors could cause funds to be irrecoverably lost. In any of the events described above, a Limited Partner could incur substantial loss of capital. Limitation of Liability. The Adviser and/or its affiliate have, and may again in the future, negotiate agreements on behalf of its clients that contain limitations on liability or indemnification that it deems fair, reasonable and customary in the industry for any such agreement. Such limitations may reduce the Client’s recovery or liability protection in certain circumstances. Illiquidity. Investments in Portfolio Companies are illiquid and difficult to value. In many cases, investments may require many years from the date of initial investment before disposition. Sales of securities of certain private Portfolio Companies may not be possible and, if possible, may be made at substantial discounts from cost. No Assurance of Additional Capital for Investments. After the Clients have financed a company, continued development and marketing of products may require that additional financing be provided. In particular, financial technology companies—a sector in which the Clients invest — generally have substantial capital needs that are typically funded over several stages of investment. No assurance can be made that such additional financing will be available, and no assurance can be made as to the terms upon which such financing may be obtained. Risk of Default or Bankruptcy of Third Parties. The Adviser engages in transactions in Digital Assets, securities, commodities, other financial instruments and other assets that involve counterparties. Under certain conditions, a Client could suffer losses if a counterparty to a transaction were to default or if the market for certain Digital Assets, securities, commodities, other financial instruments and/or other assets were to become illiquid. In addition, the Client could suffer losses if there were a default or bankruptcy by certain other third parties, including brokerage firms and banks with which the Adviser does business, or to which securities, commodities, other financial instruments and/or other assets have been entrusted for custodial purposes. For example, if the Client’s custodian were to become insolvent or file for bankruptcy, the Client could suffer significant losses with respect to any securities held by such firm. As a result of increasing interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant decline in value relative to deposits and liabilities which,

coupled with general economic headwinds resulting from a changing interest rate environment, creates liquidity pressures at such institutions. This pressure may be greater for midsized or regional banks that have less diversified customer bases or whose customer bases are concentrated in certain industries, as evidenced by the bank runs on the Silicon Valley Bank (SVB) Financial Group (“SVB”) and on Signature Bank (“Signature”) causing them to be placed into receivership. Because of the nature of the Clients, there is a risk that they will have exposure to midsized or regional banks that face liquidity pressure. As a result of this environment, certain sectors of the credit markets could experience significant declines in liquidity, and it is possible that the Adviser will not be able to manage this risk effectively. Competition. The Adviser will be competing for investments with other financial institutions and other investors. The Adviser expects that competition for appropriate investment opportunities may increase, which could reduce the number of investment opportunities available to the Clients and adversely affect the terms upon which investments can be made. Prospective Investors should understand that the Adviser may compete with other investment vehicles, as well as investment and commercial banking firms, which have substantially greater resources, in terms of financial wherewithal and research staff, than may be available to the Adviser. Accordingly, there can be no assurance that the Adviser will be able to complete attractive investments or that it will be able to fully invest its investable capital. With respect to investments in technology-based companies, the Portfolio Companies may face intense competition in this industry, including competition from established companies with much greater financial and technical resources, more extensive development, manufacturing, marketing and service capabilities, and a greater number of qualified managerial and technical personnel. Such competitors may have significantly greater resources than the Portfolio Companies and may be able to develop competing products with intellectual property protections before the Portfolio Companies are able to do so. Many organizations in the industry operated by persons of competence and integrity have been unable to make, manage and realize returns on investments in the industry. There can be no assurance that a market for the Portfolio Companies’ products will be available. Emerging Technologies. The Adviser’s investments will be focused on companies developing and capitalizing on emerging technology. The markets for most Portfolio Companies’ technology and future products will be characterized by rapid change in business models and technological infrastructure, and the companies will need to constantly adapt to market conditions and changing technology in order to provide competitive products and services. Success will depend in part upon the Portfolio Companies’ ability to develop technology and products for their target markets and for applications in new markets. There can be no assurance, however, that any Portfolio Company will be able to do so successfully or that competitors will not develop innovations that render a company’s technology and products obsolete or uncompetitive. The success of many or most of the Portfolio Companies will be dependent upon the development, implementation, marketing and customer acceptance of new technologies that can be rendered obsolete or otherwise unattractive at any time. Further, the Portfolio Companies may require considerable additional capital to develop technologies and markets, acquire customers and achieve or maintain a competitive position. The Portfolio Companies may have substantial variations in operating results from period to period and experience failures or substantial declines in value at any stage. Emerging Markets. Investment in emerging market securities involves a greater degree of risk than investment in securities of issuers based in developed countries. Among other things, emerging market securities investments may carry the risks of less publicly available information, more volatile markets, less strict securities market regulation, less favorable tax provisions, and a greater likelihood of severe inflation, unstable currency, war, and/or expropriation of personal property than investments in securities of issuers based in developed countries. In addition, investment opportunities in certain emerging markets may be restricted by legal limits on foreign investment in local securities.

Emerging markets generally are not as efficient as those in developed countries. In some cases, a market for a 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 such 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 governments or securities exchanges in emerging markets may not accurately reflect the actual circumstances being reported. The issuers of some emerging market 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 risks. 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 non-U.S. 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, Client portfolios 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 on 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 Client portfolios and their operations. Furthermore, it may be difficult to obtain. Intellectual Property Risks. Certain Portfolio Companies may have valuable intellectual property such as patents, preliminary patents, copyrights, licenses and other intellectual property rights that require legal protection. These companies may not be able to have patents issued or otherwise fully protect their intellectual property. Portfolio Companies file patent applications both in the United States and in foreign countries to protect their products and processes. Patent applications may not be successful (or may be successful in one country but not others) and patents may not provide sufficient protection against competition. As some intellectual property cannot be patented, Portfolio Companies rely on “know how” and trade secrets, and protect such rights through confidentiality agreements. In addition, third parties may infringe on the intellectual property rights of these companies. Defending against such violations is costly, requires the time of senior managers and may ultimately be unsuccessful. Litigation Risks. The Adviser and its Portfolio Companies will be subject to a variety of litigation risks. Limited Access to Information. Although the Adviser generally provides access to material and substantive information concerning a Client, the rights of Investors to information regarding a Client and its Portfolio Companies will be limited. Decisions by the Adviser to withhold information may have adverse consequences for an Investor.

Exculpation and Indemnification. The Offering Documents will contain provisions that relieve the Adviser and its principals and representatives of liability for certain improper acts or omissions. Legal Counsel. Documents relating to a Client, including the Subscription Documents to be completed by each Investor, as well as the organizational documents, will be detailed and often technical in nature. Legal counsel to the Adviser will represent the interests solely of the Adviser and will not represent the interests of any Investor. Changing Regulation. The financial industry is exposed to extensive legislative and regulatory risks. New and existing regulations, changing regulatory schemes and the burdens of regulatory compliance all may have a material negative impact on the performance of Portfolio Companies. The Adviser cannot predict whether new legislation or regulation governing those industries will be enacted by legislative bodies or governmental agencies, nor can it predict what effect such legislation or regulation might have. Changing Economic Conditions. The success of the Adviser’s investment strategy could be significantly impacted by changing external economic conditions in the U.S. and global economies. The events impacting the stability and sustainability of growth in global economies such as conditions affecting the general economy, industry or sector and overall market changes may impact Portfolio Companies, and/or securities held as underlying assets of investments in a Client. Contributing factors include local, regional, or global political, social, or economic instability, terrorism or acts of war, and governmental or governmental agency responses to economic conditions. Finally, general market currency, interest rate, and commodity price fluctuations may also affect security prices and income. Changing economic conditions could potentially adversely impact the valuation of Portfolio Companies. Risks Associated with Underlying Investments. Identifying and participating in attractive investment opportunities and assisting in the building of successful enterprises are difficult tasks. There is no assurance that the Adviser will be profitable and there is a substantial risk that a Client’s losses and expenses will exceed its income and gains. Securities Regulations Concerning Private Placements. The Adviser may invest assets directly in securities that are not registered under the Securities Act in reliance upon an exemption from registration pursuant to the provisions of the Securities Act, including those provided by Regulation D. Unless such securities are subsequently registered under the Securities Act, they may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of any applicable securities law Securities Acts. Therefore, securities purchased pursuant to such exemptions, including Regulation D, are often illiquid, have no public market and are generally not transferable. Risk Inherent In Private Company Acquisitions. Acquisitions of private companies involve a high degree of risk, including that private companies may have limited financial resources and may require substantial amounts of financing that may not be available; private companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; private companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on a Portfolio Company and, in turn, on a Client. Private companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; private companies may be particularly susceptible to economic slowdowns or recessions and may be unable to repay its loans or meet other obligations during these periods; and private

companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing, and general management, which, in some cases, cannot be adequately solved. Many risks and uncertainties affect early-stage companies, which often have very limited operating history, profits or cash flow. There can be no assurance of the success of such enterprises. Their potential must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with new or developing businesses, including technology risks, unproven business models, untested plans, uncertain market acceptance, competition and lack of revenues and financing. Board Participation. The Clients may be represented on the boards of directors of certain of its portfolio companies or have its representatives serve as observers to such boards of directors. Although such positions in certain circumstances may be important to the Client’s investment strategy and may enhance the Adviser’s and its affiliates’ ability to manage the Clients’ investments, they may also have the effect of impairing the Adviser’s ability to sell the related securities when, and upon the terms, it may otherwise desire, and may subject the Adviser, its affiliates, and the Clients 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 Clients will indemnify the Adviser, its affiliates and their representatives from such claims. In addition, board participation of companies in similar sectors may be subject to government scrutiny and should affiliates of the Adviser be prevented from serving in a board position, this may have a negative impact on the Clients’ investments. Reliance on Individual Members of the Adviser. Each Client will be particularly dependent upon the efforts, experience, contacts and skills of the individual members of the Adviser. The loss of any such individual could have a material, adverse effect on a Client. Cross Jurisdiction Investing Risks. Certain Client’s Investments are expected to be exclusively in companies domiciled or doing business in the E.E.A. and/or U.K. Such cross jurisdiction investments may present a variety of risks, including risks associated with: (i) fluctuating currency exchange rates; (ii) limitations on currency exchange or the transfer of capital/profits across international boundaries; (iii) different accounting standards; (iv) different legal protections for investors, lessors and market participants; (v) unusual regulatory burdens; (vi) political instability; and (vii) multiple taxing jurisdictions. Any adverse change to the political, economic, military or social environments in countries where such Client’s portfolio investments are located could have a significant adverse effect upon the operations or financial performance of that Client. Foreign investment in securities of companies in certain of the countries in which such Client may invest may be restricted or controlled to varying degrees. Direct investments in certain issuers may require significant government approvals under corporate, securities, foreign investment and other similar laws and may require financing and structuring alternatives that differ significantly from those customarily used in countries in other regions. These restrictions or controls may at times limit or preclude foreign investment above certain ownership levels or in certain sectors of the country’s economy and increase the costs and expenses of such Client. Some countries require governmental approval for the repatriation of investment income, capital or the proceeds of sales by foreign investors and foreign currency. Such Client could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital interests and dividends paid on securities held by such Client, and income on such securities or gains from the disposition of such securities may be subject to withholding taxes imposed by certain countries or other jurisdictions. Legal, tax and regulatory changes could occur during the term of such Client that may adversely affect such Client. In addition, from time to time the market for private equity transactions has been adversely affected by a decrease in the availability of senior and subordinated financing for transactions, in part in response to regulatory pressures on providers of financing to reduce or eliminate their exposure to such transactions. The Adviser will carefully analyze legal, tax and economic risks before making investments. However, there can be no assurance that particular foreign legal or regulatory risks will not adversely affect an Investment held by such Client.

Recommendation of a Particular Type of Security The Adviser will not recommend any particular type of security. There are no material limitations to the types or geographies of securities in which the Adviser may invest Clients’ assets (subject to anything to the contrary in the relevant Offering Documents of a particular Client). For a complete discussion of the securities in which the Adviser may invest, please see Item 4 hereof – “Advisory Business, Description of Advisory Services”, and Item 8 hereof – “Methods of Analysis and Investment Strategies.”

In connection with the Adviser’s portfolio management activities or otherwise, supervised persons of the Adviser provide certain services to public or private companies, including serving on the board of directors of Portfolio Companies. Currently, such supervised persons do not receive fees or other economic benefits in connection with such services. In addition, the Adviser is affiliated with the general partners of the Clients, which are also subject to the Advisers Act in accordance with SEC guidance. Pursuant to such SEC guidance, the general partners look to and rely on the Adviser’s registration with the SEC and do not submit separate Form ADVs. With the Adviser, the general partners operate a single advisory business, serve as the general partners of the Clients, and generally share common owners, officers, partners, employees, consultants, or persons occupying similar positions.

Among other requirements, the Code of Ethics requires personnel who have access to Client portfolio information or the Adviser’s non-public securities recommendations to pre-clear certain securities transactions and report certain personal securities holdings to the Adviser, and the Adviser is required to review such reports. Clients or prospective clients may obtain a copy of the Adviser’s Code of Ethics by contacting Benjamin Sanborn, whose contact information can be found on the cover page of this Brochure.

Affiliates of the Adviser serve as a general partner and/or managing member of Clients or of entities in which Clients may invest. Neither the Adviser nor a related person recommends to Clients, or buys or sells for Clients, securities in which the Adviser or a related person has a material financial interest, other than potentially as investors alongside a Client. The Adviser and its related persons may invest their personal funds in a Client, and, therefore, such persons may hold an indirect interest in the same securities as other investors in the Client. Further, a related entity of the Adviser is the general partner of certain of the Clients. In addition, certain employees of the Adviser may own securities in their personal accounts that are also recommended by the Adviser to its Clients. The Adviser has established procedures intended to limit conflicts of interest in cases where the Adviser, a related person or any employee, buys, sells or otherwise has an interest in securities recommended by the Adviser to its Clients.

If the Adviser sells publicly traded securities for a Client, it is responsible for directing orders to brokerdealers to effect securities transactions for accounts managed by the Adviser. In selecting a broker to execute Client transactions, the Adviser may consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) gross compensation paid to the broker. The Adviser does not pay or receive research or other soft dollar benefits in connection with securities transactions for the Clients, and the Adviser does not engage in directed brokerage arrangements.

The Adviser is required to maintain the funds and securities (except for securities that meet the privately offered securities exemption in the Custody Rule) over which it has custody with a “qualified custodian.” Qualified custodians include banks, broker-dealers, futures commission merchants and certain foreign financial institutions. Rule 206(4)-2 generally imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors in certain circumstances) and surprise examinations relating to such clients’ funds or securities. However, the Adviser need not comply with such requirements with respect to pooled investment vehicles if the pooled investment vehicle: (i) is audited at least annually by an independent public accountant, and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to the client, or, in certain circumstances, all limited partners, members or other beneficial owners, within 120 days (180 days in the case of a fund of fund adviser) of its fiscal year end. The Adviser intends to rely upon the exception referenced in the foregoing sentence with respect to each Client and therefore the Clients do not anticipate having surprise examinations. See Item 8 above for additional information with respect to the Adviser’s custody policies.

To the extent the Adviser is deemed to have voting authority on behalf of a Client and actually exercises such authority, additional information about the Adviser’s proxy voting policies and procedures, or information about how the Adviser voted proxies, would be available by contacting Benjamin Sanborn whose contact information can be found on the cover page of this Brochure.