Alpaca: investment adviser

redevelopment real estate investments in the U.S. residential, industrial, and adjacent sectors. B.

Types of Advisory Services

The Firm, together with its affiliated general partners and relying investment advisers as

described below, primarily provides discretionary investment advisory services to closed-

end pooled investment vehicles and special purpose vehicles (each a “Fund” and, collectively, the “Funds”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and whose securities are not

registered under the Securities Act of 1933, as amended (the “Securities Act”). Special purpose vehicles are typically formed to invest only in the securities relating to the

particular transaction or strategy for which the vehicle was created. ARE provides discretionary asset management services to certain partnerships (the “Partnerships”). On a

more limited basis, Alpaca also provides non-discretionary advisory services to certain

funds managed by third-party investment advisers. Such funds are generally formed for

the investment vehicle to invest solely in the securities relating to the particular transaction for which the vehicle was created. The Firm’s clients consist of the Funds and the sub-

advised funds.

Affiliates of the Firm, Corigin Ventures Investment Management LLC (“Corigin”) and Alpaca

Direct Invest Manager LLC (“Alpaca DIM”), serve as relying investment advisers to Corigin Ventures Fund II LP and two of the special purpose vehicles. The advisory services of the Firm, Corigin, and Alpaca DIM, as relying investment advisers under common control with

Alpaca, are described in this Brochure. Corigin and Alpaca DIM are deemed registered

under the Advisers Act pursuant to the Firm’s registration in accordance with SEC

guidance, and the information set forth herein regarding the investment advisory services provided by the Firm shall also apply in respect of Corigin and Alpaca DIM.

Discretionary investment advice is provided directly to the Funds, subject to the discretion

and control of the applicable Fund’s general partner (a “General Partner”), and not individually to the investors in a Fund. Alpaca’s advisory services to the Funds are tailored to the Funds in accordance with the investment objectives, strategy, and restrictions as set forth in each Fund’s offering memorandum (if available), limited partnership agreement or

limited liability company agreement (or other operating agreement, as applicable), and subscription documents (collectively, the “Governing Documents”). Services are provided

to each Fund in accordance with a management agreement between Alpaca, the applicable General Partner, and the Fund. The Funds invest primarily in early-stage and

late-stage privately held companies. Although investments are predominantly in nonpublic companies, certain Funds may, from time to time, make investments in public companies. Alpaca’s advisory services consist of investigating, identifying and evaluating

investment opportunities, structuring, negotiating, and making investments on behalf of

the Funds, managing and monitoring the performance of such investments, and disposing

of such investments. Non-discretionary sub-advisory services are provided to certain funds managed by third-party investment advisers.

Alpaca Real Estate Advisors LLC and Alpaca Real Estate Management LLC are wholly owned subsidiaries and affiliates of Alpaca and serve as asset managers to the Partnerships which focus on real estate investment opportunities that require recapitalization, repositioning,

strategic capital, and/or physical transformation. ARE receives management and

performance fees associated with its supervision of the Partnerships and their underlying

real estate assets. C.

Client Tailored Services and Client Imposed Restrictions

Discretionary advisory services are tailored to achieve each Fund’s investment objectives.

The Firm has the authority to select which and how much to invest without consultation

with the Fund or its investors, subject to any limitations set forth in the Governing

Documents.

Discretionary asset management services are provided by ARE to the Partnerships. ARE has the authority to select which and how much to invest without consultation with the

Partnerships or its investors, subject to any limitations set forth in the Governing Documents. D.

Wrap Fee Programs

Alpaca does not participate in wrap fee programs.

E.

Amounts Under Management

As of December 31, 2025, our regulatory assets under management were $149,946,780, of

which $229,852 were non-discretionary.

with the applicable General Partners, as described in each Funds’ Governing Documents.

Management fees are typically paid at the beginning of each fiscal quarter. Certain Funds, as set forth in the applicable Governing Documents, provide for reductions in the

management fee over the life of the Fund. Please refer to the Governing Documents of

each of the Funds for complete information on the amount and timing of management fee payments.

In addition, management fees may be offset in certain Funds, as set forth in the applicable

Governing Documents, by any directors’ fees or other compensation paid by a Fund portfolio company to the Firm, the applicable General Partner, the managing members of

the applicable General Partner, or certain other employees of the Firm, unless waived by

the Fund’s advisory committee. Alpaca employees may, from time to time, be asked to serve (or continue to serve) as directors of, or advisors with respect to, certain companies in which a Fund has fully exited its ownership interest. Such companies are no longer

portfolio companies of such Fund and, as a result, any compensation received by such

Alpaca employee after a Fund has fully exited its ownership interest is not subject to offset or otherwise shared with the Fund or its investors. 2.

Performance-based Fees

Each Funds’ General Partner is entitled to receive a performance-based fee, including payment of a “carried interest,” as described in the respective Governing Documents. The “carried interest” varies across Funds, as more fully described in the Governing Documents.

Alpaca is entitled to receive a portion of the carried interest, pursuant to the applicable

Governing Documents, for its non-discretionary advisory services provided to certain

funds managed by third-party investment advisers. 3.

Fee Comparison

Management fees, carried interest, if any, and fund expenses can constitute a higher percentage of average net assets than could be found in other investment programs. B.

Payment of Fees

Management fees are typically paid in advance of each fiscal quarter. The amount of, and

the manner of calculation of, “carried interest’ is detailed in each Fund’s Governing Documents. The General Partner of certain Funds will, from time to time, waive or reduce “carried interest,” as permitted by the relevant Governing Documents.

Payment of fees for services provided pursuant to a sub-advisory agreement are stated in the applicable sub-advisory agreement.

C.

Fund Expenses

Each Fund is responsible for its own costs and expenses, as applicable to each Fund and as described in such Fund’s Governing Documents. Such expenses include, without

limitation, (i) organization and syndication costs; (ii) legal, accounting, auditing, custodial, consulting and other professional fees; (iii) banking, brokerage, finders’ fees, depositary and similar fees or commissions; (iv) fees, expenses, duties and costs incurred in acquiring,

holding, selling, or otherwise disposing of Fund assets, including such expenses incurred

for transactions which are not consummated; (v) indemnification obligations; (vi) cost of premiums and fees for liability insurance; (vii) third-party property management services;

and (viii) costs of advisory board and Fund meetings. In addition, Funds may incur costs and expenses associated with compliance with applicable regulatory requirements,

including those relating to investor reporting, preferential treatment disclosures, and other regulatory obligations, which may increase administrative burdens and expenses borne by

the Funds. The Firm bears its own operating, general, administrative, and overhead costs

and expenses, other than the expenses described above, and in each Fund’s Governing Documents.

In certain cases, a co-investment vehicle, or other similar vehicle established to facilitate

the investment alongside the Fund by investors, may be formed in connection with the consummation of a transaction. Consistent with the applicable Fund’s Governing

Documents, certain expenses (including those related to its organization and formation and other expenses incurred solely for the benefit of the co-investment vehicle) would be

borne by the investors in such co-investment vehicle in the event a co-investment vehicle is created to invest alongside a Fund. 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. The Firm and its affiliates have discretion to (i) receive performance-based compensation, management fees, or similar fees for co-investment vehicles, and (ii) collect

customary fees in connection with actual or contemplated investments that are the subject to co-investment arrangements.

It is critical that investors refer to the relevant Fund’s Governing Documents for a complete understanding of expenses. The information contained herein is a summary only and is qualified in its entirety by such documents. D.

Allocation of Expenses

The Firm will frequently be required to decide how certain costs and expenses are to be allocated to one or more Funds and/or the other clients of the Firm. Certain expenses may

be suitable for only a particular Fund or Funds or another participating client and borne

only by such vehicles or, as is more often the case, expenses may be allocated pro rata among each participating Fund and other client in accordance with expense allocation

policies and procedures developed by the Firm, as may be amended or revised from time to time by the Firm in its sole discretion. Alpaca will make allocation determinations in a

fair and reasonable manner using its good faith judgment, taking into account the number

of portfolio companies in a Fund, the asset or investment size, the capital commitments of a Fund, or the number of investors in a Fund. However, the Firm may determine in its sole

discretion that allocation in a different manner would be fair and equitable in certain cases

that may result in one or more Funds bearing a higher share of expenses. Notwithstanding the foregoing, the portion of an expense allocated to a Fund for a particular service may

not reflect the relative benefit derived by the Fund from that service in any particular

instance. The Firm may make allocation decisions that result in a General Partner or the Firm bearing a smaller portion of expenses and/or receiving greater amounts of management fees than would have been the case had expenses been allocated pro rata.

As a matter of course, Alpaca will pay expenses on behalf of the Funds and receive reimbursement from the Funds for such expenses. E.

Prepayment of Fees

The Funds invest in private companies on a long-term basis. Accordingly, all fees are paid

during the term of the Funds and investors are generally not permitted to withdraw or

redeem equity interests in the Funds. Management fees are generally paid quarterly in

advance and pro-rated for any partial quarter. F.

Outside Compensation for the Sale of Securities

Neither Alpaca nor its supervised persons accept compensation for the sale of securities or other investment products outside of its association with Alpaca.

lower carried interest percentage. As described in more detail under “Allocation of

investment opportunities between the investment funds,” Alpaca seeks to address the potential for conflicts of interest in these matters with allocation policies and practices that

provide that transactions and investment opportunities will be allocated to the Funds in accordance with each client’s investment guidelines and Fund Governing Documents or sub-advisory agreement, as applicable, as well as other factors that do not include the amount of performance-based compensation received by Alpaca or any personnel.

Performance-based compensation can provide a possible incentive for the Firm to make

riskier or more speculative investments on behalf of a client than it might make otherwise. Notwithstanding this potential incentive, the Firm will evaluate investments in a manner

that it considers to be in the best interest of its clients, given the clients’ investment objectives, investment strategies, suitability of the investment, and risk profile.

withdrawal requirements and limitations. Each investor generally must be an accredited investor (as defined in Regulation D promulgated under the Securities Act), and, if

applicable, a qualified client (as defined in Rule 205-3 under the Advisers Act) and must meet other criteria as specified in the Governing Documents.

Investors in the Funds may include certain qualified individuals, high net worth individuals,

public pensions, corporate pension and profit-sharing plans, corporations, municipalities,

private investment funds, trust programs, sovereign funds, foreign funds and other U.S.

and international institutions. Funds typically have a minimum investment amount. This amount, which may vary from Fund to Fund, may be waived by the Fund’s General Partner in its sole discretion.

in the management of the Funds. Accordingly, no investor should purchase any interest in a Fund unless it is willing to entrust all aspects of management of such Fund to its

respective General Partner. In addition, the investors will not receive detailed financial information issued by portfolio companies in which a Fund invests, which may be available to such Fund.

Competition for investments. The Funds will compete with other entities for the acquisition

of investments. Such competition may come from groups such as institutional investors, investment managers, industrial groups, operating companies and merchant banks that

have greater resources than the Funds and are owned by large and well-capitalized

investors. There may be intense competition for investments of the type in which the Funds

intend to invest, and such competition may result in less favorable investment terms than would otherwise be the case. Additional Funds with similar investment objectives may be formed in the future by other unrelated parties. It is possible that competition for appropriate investment opportunities may increase, which may also require the Funds to

participate in competitive bidding situations, the outcome of which cannot be guaranteed, thus reducing the number of investment opportunities available to the Funds and

adversely affecting the terms upon which investments can be made. Participation in competitive bidding situations will also increase the pressure on the Funds with respect to

pricing of a transaction. Moreover, the Funds may incur bid, due diligence or other costs

on investments which may not be successful. As a result, the Funds may not recover all of

its costs, which would adversely affect returns. The Fund may be unable to find a sufficient number of attractive opportunities to meet its investment objectives. There can, therefore,

be no assurance that investments of a Fund will meet all the investment objectives of such

Fund, or that such Fund will be able to invest all of its available capital.

Unspecified investments. The capital commitments received from the investors pursuant

to each non-special purpose vehicle Fund’s respective offering are going into a blind pool

for each Fund. While such Funds intend to invest a significant portion of their capital in

follow-on financings of privately held portfolio companies, such Funds have not identified the particular investments they will make. Accordingly, an investor in such Fund must rely

upon the ability of its General Partner to identify suitable investments consistent with such Fund’s investment objectives and policies. An investor will not have the opportunity to individually evaluate the relevant economic, financial and other information that will be

utilized by a General Partner in its selection of investments or otherwise approve of such

investments. Moreover, the investment guidelines set forth in the Funds’ Governing

Documents are subject to the good faith interpretation of the general partner and

transactions within such objectives may be effected using a broad array of transaction types, structures and techniques. Notwithstanding the foregoing, in limited circumstances, a General Partner may cause its respective Fund to purchase from an affiliated entity

securities that were initially acquired (“warehoused”) by such affiliated entity prior to the first closing of such Fund in accordance with the Governing Documents.

Issuer and non-issuer transactions. The Funds may acquire its investments through both issuer and non-issuer transactions. In the case of a non-issuer transaction, the Funds will

purchase securities from existing shareholders (either directly or by means of a secondary

market). In many cases, the price that a Fund must pay to acquire securities in a non-issuer

transaction will exceed the price that such Fund would have paid if it were able to have acquired such securities directly from the issuer. Furthermore, in the event of a non-issuer

transaction, there is no guarantee that a Fund will accede to the same rights (e.g., information rights, voting rights, right of first refusal, etc.) as the selling shareholder.

Past performance may not be indicative of future results. Past investment performance by investment professionals advising the General Partners and/or the Funds (the “Investment

Team”), whether in their individual or collective capacities, provides no assurance of future results. In addition, if for any reason one or more members of the Investment Team should

cease to be involved in the Fund, the performance of the Fund may be harmed.

Forward-looking statements. Statements contained in this Brochure and in other

communications that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the General Partners and the Firm. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance

should not be placed thereon. Moreover, certain information contained in this Brochure constitutes “forward looking” statements, which often can be identified by the use of

forward-looking terminology such as “may,” “will,” “seek,” “should,” “expect,” “anticipate,”

“project,” “estimate,” “intend,” “continue,” “target,” “plan” or “believe” or the negatives

thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those set forth herein, actual events or results or the actual

performance of the Funds may differ materially from those reflected or contemplated in such forward-looking statements.

No assurance of investment return. A General Partners’ task of identifying opportunities in private operating companies, managing such investments and realizing a significant return

for investors is difficult. Many organizations operated by persons of competence and integrity have been unable to make, manage and realize such investments successfully. There is no assurance that the Funds will be able to invest their capital on attractive terms

or generate returns for its investors. There is no assurance that the Funds’ investments will

be profitable and there is a risk that the Funds’ losses and expenses will exceed its income

and gains. As such, there is no assurance of any distribution to the investors prior to, or upon, liquidation of a Fund.

Valuation of securities. Different methods of valuing securities may provide materially

different results. Actual realized returns on all unrealized investments will depend among other things on the value of the securities at the time of disposition, any related transaction costs and the manner of sale. The Funds’ investment programs should be evaluated on the basis that there can be no assurance that their General Partners’ assessment of the prospects of investments will prove accurate or that the Funds will achieve their investment

objectives. Accordingly, the actual realized return on all unrealized investments may differ materially from the values presented to the investors. In addition, given the complexities

involved in valuing Digital Assets (as defined in “Digital Asset investments” below) and the difficulty in confirming ownership of such assets, direct or indirect investments in Digital

Assets by a Fund could result in delays in the issuance of financial opinions by such Fund’s

auditors or the qualification, in whole or in part, of such opinions. Furthermore, a General

Partner may not be able to find an audit firm to present an unqualified audit of the

applicable Fund’s assets, in which case the investors may need to rely on unaudited financials.

Long-term & illiquid investment within a Fund. An investment in a Fund is a long-term

commitment. Interests in the Funds are highly illiquid and have no public market value. No secondary market for the interests exists, and no such market will be established or supported by the General Partners. Furthermore, the sale or transfer of interests in the

Funds is subject to approval of their relevant General Partner and other restrictions contained in the Governing Documents. Consequently, investors may not be able to

liquidate an investment in the event of an emergency or for any other reason. An investment in the Funds is suitable only for persons and entities that have no need for liquidity with respect to their investments and can withstand a total loss of capital. The interests in the Funds have not been registered under the Securities Act of 1933, and no such registration is contemplated.

Capital calls. Capital calls will be issued by the General Partners from time to time at the

discretion of the General Partners, based upon a General Partner’s assessment of the needs

and opportunities of its respective Fund. To satisfy such capital calls, investors may need

to maintain a substantial portion of their commitment in assets that can be readily

converted to cash. Except as may be specifically set forth in the Governing Documents,

each investor’s obligation to satisfy capital calls will be unconditional. An investor’s

obligation to satisfy capital calls will not, in any manner, be contingent upon the

performance or prospects of the respective Fund or upon any assessment thereof provided

by such Fund’s General Partner. Notwithstanding the foregoing, the General Partners will not be obligated to call 100% of the investor’s commitment during the respective Fund’s

term.

Distributions in-kind. It is possible that not all portfolio investments will be realized by the

end of a Fund’s term. Although a Fund’s General Partner expects that investments will be

disposed of prior to dissolution, or be suitable for in-kind distribution at dissolution, such Fund may have to sell, distribute or otherwise dispose of investments at a disadvantageous

time as a result of dissolution. In such cases, in the respective General Partner’s sole and absolute discretion, there may be in kind distributions by a Fund to its partners of illiquid

securities or instruments, whereas during the term of such Fund, the Fund may make in-

kind distributions of marketable securities. There can be no assurance that investors will

be able to dispose of such securities or instruments or that the fair market value of such

securities or instruments determined by a Fund for purposes of the determination of

distributions and the calculation of the relevant General Partner’s carried interest

ultimately will be realized. In addition, if an investor receives distributions in-kind of any

portfolio investment from a Fund, it may incur additional costs and risks in connection with

the disposition of such assets. Any such distribution could put downward pressure on the price of the issuer’s securities.

Economic conditions. Changes in economic conditions, including, for example, interest

rates, credit availability, inflation rates, industry conditions, government regulation,

competition, technological developments, political and diplomatic events and trends, tax

and other laws and innumerable other factors, can affect a Fund’s investments and

prospects materially and adversely. None of these conditions is within a General Partner’s control, and it may not be able to effectively anticipate these developments. These factors

may affect the volatility and the liquidity of a Fund’s investments. Unexpected volatility or

illiquidity could impair a Fund’s profitability or result in losses.

Diverse investor group. The investors may have conflicting investment, legal, tax, business

and other interests with respect to their investments in a Fund. The conflicting interests of

individual investors may relate to or arise from, among other things, the nature of investments made by a Fund, the structuring or the acquisition of investments and the

timing of disposition of investments. As a consequence, conflicts of interest may arise in

connection with decisions made by a General Partner, including with respect to the nature or structuring of investments or distributions that may be more beneficial for one investor than for another investor, particularly with respect to investors’ individual tax situations. In

selecting and structuring investments appropriate for a Fund, the relevant General Partner

will consider the investment and tax objectives of such Fund and the Fund’s partners as a

whole, and not the investment, legal, tax, business or other objectives of any investor individually.

Consequences of default. If an investor fails to pay in full any requested capital

contributions to a Fund, the relevant General Partner may take certain actions that may

result in a sale of such investor’s interest in such Fund or a forfeiture of all or a portion of such investor’s interest in the Fund. Additionally, a General Partner may pursue any

available legal or equitable remedies, with the expenses of collection of the unpaid amount, including attorneys’ fees, to be paid by such defaulting investor. The General

Partners are granted additional powers to deal with defaulting investors in the Governing

Documents. If an investor fails to pay any portion of its capital commitment when due, and

the capital contributions and unused capital commitments of non-defaulting investors are

inadequate to cover the defaulted capital contribution, a Fund may be unable to pay its

obligations when due. As a result, such Fund may be subjected to significant penalties that

could materially adversely affect the returns to the investors (including non-defaulting

investors). In addition, the non-defaulting investors may be required to increase their contributions to the investment resulting in the defaulted capital contribution and in respect of subsequent Fund investments which, in turn, will reduce the degree of diversification of such investors’ investment in the Funds and increase such investors’ risk of loss.

Conflicts. The Funds and their investors will be subject to certain potential or actual

conflicts of interest arising out of the Funds’ relationships with their General Partner, their members and their respective affiliates, on the one hand, and the investors, on the other

hand. The agreements and arrangements among the Funds, their General Partners, their

members and their respective affiliates, which may provide management services to the

Funds, have been established by the General Partners and are not the result of arm’slength negotiations. The Firm and its affiliates are currently subject to certain contractual,

fiduciary or other obligations regarding the Funds to include their continuing to provide

services to each of the Funds and/or their portfolio companies. The General Partners do

not anticipate having any persons other than the General Partners, the Firm, their direct

and indirect members and affiliates and their respective employees and consultants

provide advisory and investment services to the Funds. These people and entities perform or may perform similar services for other investment funds and may serve as officers or

directors of other entities. Thus, they will not be able to devote all of their time to the

Funds, and the Funds generally will receive no benefit from the services such persons

provide to others. While the General Partners believe that it will generally be able to resolve

any conflicts on an equitable basis, it is possible that such conflicts will not be resolved in favor of all Funds, even where disinterested parties are consulted to review such conflicts. Certain Consultants. The Firm expects to retain, on behalf of itself, a Fund, and/or the

portfolio companies, as applicable, operating partners, and other consultants (“Advisors”),

who may be affiliates of either the Firm or portfolio companies of Funds, third party consultants (including individual consultants and external executives), “board partners,” “strategic partners,” “executive partners” or “senior advisors.” The Advisors may regularly

provide services to (i) the Firm or a Fund in relation to the identification, acquisition, holding, improvement, and disposition of portfolio companies, and (ii) portfolio

companies of the Funds, including operational aspects of such companies (collectively, the “Services”).

Pursuant to the applicable Governing Documents, fees and expenses associated with the

Services (collectively, the “Consulting Fees and Expenses”), may be paid and/or reimbursed by applicable portfolio companies and/or the Firm, and Consulting Fees and Expenses do not offset the management fee unless otherwise provided in the Governing Documents. Consulting Fees and Expenses are expected to include cash fees, profits or equity interests

in a portfolio company, a share of proceeds upon sale of a portfolio company, and/or

other incentive-based compensation to the Advisor, which may 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 Advisor, a percentage of the value of the portfolio company, the invested capital exposed to such portfolio company, amounts charged by

other providers for comparable services, and/or a percentage of cash flows from such company. Additionally, portfolio companies may provide opportunities for Advisors to invest in such portfolio company and reimburse costs and expenses incurred by Advisors. Such investment opportunities, reimbursements, and other compensation paid to an

Advisor will not offset the management fee. Advisors may have a limited partnership or profit interest in a Fund, a General Partner, or in an affiliate of the General Partner.

Although the Firm intends to retain Advisors with a view to reducing costs to portfolio companies (and, ultimately, the Funds) and/or improving portfolio company performance, a number of factors may result in limited or no cost savings or performance improvement

from such retention. In addition, the General Partner intends to retain only such Advisors

which it believes provide a level of service at a value generally consistent with other

relevant market alternatives. However, 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.

In addition, various potential and actual conflicts of interest may arise as a result of an Advisor’s other activities. Each Advisor’s time and attention will not be devoted exclusively

to the Firm and will be allocated between the Firm and the Advisor’s other activities. Such

other activities may be investment advisory in nature, including, but not limited to, serving

as an advisor to or affiliate of other investment advisory firms (“Third-Party Investment Advisors”) or becoming an investor in funds managed by other investment advisory firms

(“Third-Party Funds”). The Third-Party Funds may follow a substantially similar investment strategy to that of a Fund. Furthermore, the Advisor may be eligible to receive a portion

of the carried interest from the Third-Party Fund in exchange for the Advisor’s services to

the Third-Party Investment Advisor. The presence of carried interest creates an incentive

for the Advisor to direct the best investment ideas to, or to allocate an investment opportunity in favor of, a Third-Party Investment Advisor or Third-Party Fund that may

have more favorable compensation arrangements than the one provided to the Advisor for his or her role as an Advisor for Alpaca. Alpaca seeks to mitigate this conflict by

requiring Advisors to disclose the presence of any such arrangements and other conflicts

of interest as they arise to Alpaca for consideration; however, there can be no assurances that Alpaca will be able to mitigate this conflict entirely.

Advisor roles or equity interest. A Fund may invest in a company in which an Advisor or

another individual with a similar role at Alpaca either serves as an employee, officer, advisor, or in some other capacity or has an equity interest in. In making the investment, the General Partner may consult with the Advisor or other individual with a similar role as

part of our diligence and analysis of the investment opportunity. It is expected that the Advisor or other individual with a similar role will have a conflict of interest when consulted

by the General Partner. While the General Partner believes that it will generally be able to take this conflict into account when reviewing the investment opportunity, it is possible that the General Partner cannot do so. Furthermore, an Advisor or other individual with a

similar role may serve as an advisor or director of a Fund’s portfolio company at the request of the applicable General Partner. The Advisor or other individual with a similar

role may receive cash or equity consideration from the portfolio company for his or her service. The receipt of this consideration by the Advisor or other individual with a similar

role will give rise to a conflict of interest that will not be resolved in favor of the applicable Fund.

Service providers. The service providers or their affiliates (including any administrators, lenders, brokers, attorneys, consultants and investment banking firms) of the Funds, the

General Partners, the Firm or any of their affiliates may be investors in the Funds and / or sources of investment opportunities and co-investors or counterparties therein. This may

influence the General Partners in deciding whether to select such a service provider or

have other relationships with the Firm.

Conflicting fiduciary duties to other funds. The Funds may purchase or dispose of

investments in which another investment vehicle affiliated with the General Partners has an interest, or otherwise another such entity may purchase or dispose of an investment in

a portfolio company of the Funds and may do so at different points in time. The General Partners and the Firm may owe fiduciary duties to such other affiliated entities as well as

to the Fund.

Investments in which affiliated vehicles have a different principal investment. The Funds

may also co-invest with other affiliated investment funds (including co-investment or other vehicles in which the Firm or its personnel invest and that co-invest with such other

affiliated investment funds) or accounts in investments that are suitable for both a Fund and such other affiliated entities. To the extent a Fund holds securities or instruments that

are different (including with respect to their relative seniority or liquidation preferences) than those held by such other affiliated entities, the General Partners and their affiliates

may be presented with decisions when the interests of multiple funds are in conflict. In that regard, actions may be taken for the other affiliated entities that are adverse to a

Fund, and vice-versa.

Certain transactions. Under certain circumstances, the Funds may purchase or sell portfolio securities from or to one or more other investment vehicles managed by the applicable

General Partner or their respective affiliates (generally defined as warehoused

investments). Depending on the timing of the availability of investment opportunities and

the formation of and commitment of capital to a Fund, such Fund’s only opportunity to

invest in certain companies may be to purchase such securities from such other investment

vehicle or vehicles managed by the applicable General Partner or their respective affiliates. Any such transactions would inherently involve conflicts of interest.

Independent investment vehicles. Each of the Funds have been or are being raised as

independent investment vehicles, and an investor in one such fund does not have a right

to be an investor in the other fund and must subscribe for an interest in each such fund separately. An investor who has elected to invest in more than one Fund may also hold a

different percentage interest in each such Fund. A General Partner’s carried interest in one

such Fund will be determined without regard to the performance of the other Fund. Each

Fund has a different investment objective and risk profile, and each prospective investor

should consult with his, her or its personal legal, tax and financial advisers before determining the extent of such person’s participation in each Fund.

Allocation of investment opportunities between the Funds. In the event that the Funds

invest in the same portfolio company, the General Partners may allocate an investment

opportunity between the Funds based on a number of considerations, including, but not limited to, the size of such investment as well as the aggregate amount already invested by each Fund in such company. Such methodology may cause one of such Funds to be allocated a greater or lesser participation than if a different approach were used. The Funds

may also dispose of their respective holdings in a given portfolio company at different times, for different prices and/or upon other different terms. Alpaca has developed policies

and procedures to attempt to mitigate potential conflicts of interest between its clients when allocating investment opportunities.

Voluntary withdrawals. Voluntary withdrawals of investor interests are not permitted,

except in limited instances when required or when necessary to comply with the laws or

regulations applicable to an investor, to the extent so provided in the Governing Documents. As a result, investors may not be able to liquidate their investments prior to

the end of a Fund’s term. A withdrawn investor may not be entitled to immediate payment

for its interest in a Fund. Any withdrawal of an investor may reduce the amount of Fund

capital available for investment or other activities.

Mandatory withdrawals. The General Partners may, under certain circumstances, require an investor to withdraw from a Fund. If an investor is required to withdraw from a Fund

and/or prevented from making any future capital contributions, such Fund may face a capital shortfall. If such Fund is unable to finance the shortfall from other sources, it is

possible that the Fund may be required to limit the scope of its investments, or it may

default on its obligations and/or its ability to continue operations may otherwise be

impaired.

Carried interest of the General Partners. The percentage of profits allocated to the General

Partner will exceed the capital contribution percentage of the General Partner, and because certain net losses otherwise allocable to the General Partner will be specially

allocated to all the Fund’s partners (up to the point that the Limited Partners’ capital account balances reach zero), the General Partner may have an incentive to make

investments that are riskier or more speculative than if the General Partner received allocations on a basis identical to that of the investors. In addition, upon the winding up

of the Fund, the General Partner may receive carried interest distributions with respect to a distribution in-kind of non-marketable securities. The valuation of such securities for

such purposes will be determined by the General Partner as set forth in the Governing

Documents.

Non-U.S. investments. The Funds may invest a portion of its aggregate capital

commitments outside of the United States. Non-U.S. securities involve certain risk factors not typically associated with investing in U.S. securities, including risks relating to (i)

currency exchange matters, and costs associated with conversion of investment principal

and income from one currency into another; (ii) differences between the U.S. and foreign

securities markets, including potential price volatility in and relative liquidity of some

foreign securities markets, the absence of uniform accounting, auditing and financial

reporting standards, practices and disclosure requirements and less government supervision and regulation; (iii) certain economic, social and political risks, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital, the risks of political, economic or social instability, including the risk

of sovereign defaults, and the possibility of expropriation or confiscatory taxation; (iv) the

possible imposition of foreign taxes on income and gains recognized with respect to such securities and (v) less developed corporate laws regarding creditors’ rights (including the

rights of secured parties), fiduciary duties and the protection of investors. Additionally,

certain countries in which the Funds may invest have in the past experienced, and may in the future experience, political and social instability that could adversely affect such Fund’s

investments in such countries. Such instability could result from, among other things,

popular unrest associated with demands for improved political, economic and social conditions and popular unrest in opposition to government policies that facilitate direct

foreign investment. Governments of certain of these countries have exercised and continue to exercise substantial influence over many aspects of the private sector. The

Funds generally does not intend to obtain political risk insurance. Accordingly, government actions in the future could have a significant effect on economic conditions

in such countries, which could affect private sector companies and the return from investments.

Exchange control

regulations,

expropriation,

confiscatory

taxation,

nationalization, restrictions on repatriation of capital, renunciation of foreign debt,

political, economic or social instability or other economic or political developments could adversely affect the assets of the Fund held in a particular country.

Liquidation. If a Fund should become insolvent, the investors may be required to return

with interest any property distributed that represented a return of capital, repay any distributions wrongfully made to them and forfeit any undistributed profits.

Investments longer than term. The Funds may make investments that may not be advantageously disposed of, or have liabilities that may not be resolved, prior to the date

that a Fund will be dissolved, either by expiration of such Fund’s term or otherwise.

Although the General Partners expect that investments will generally be disposed of prior to dissolution or will be suitable for in-kind distribution at dissolution, the General Partners

has a limited ability to extend the term of the Funds, and the Funds may have to 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, although upon

the dissolution of a Fund the applicable General Partner will be required to timely reduce to cash and cash equivalents such assets of such Fund as the applicable General Partner

shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax

or other legal considerations, 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.

Dilution from subsequent closings. Investors subscribing for interests in a Fund or

increasing their commitments at subsequent closings up to and including a Fund’s final

closing, will participate in existing investments of such Fund, diluting the interest of

existing investors therein. Although such investors subscribing for interests or increasing commitments at subsequent closings will contribute their pro rata share of previously

made Fund draws (plus, in certain cases, an additional amount thereon if required by the

Governing Documents), there can be no assurance that this payment will reflect the fair

market value of such Fund’s existing investments at the time such additional investors subscribe for interests or increase their commitments.

Advisory Committee approvals. The Governing Documents will contain certain protections

for investors against conflicts of interest faced by the General Partners but will not purport to address all types of conflicts that may arise. Under the Governing Documents, certain

transactions that involve conflicts of interest between a General Partner and its respective Fund may be submitted to the advisory committee of such Fund (the “Advisory

Committee”) for resolution. However, the Advisory Committee will not necessarily

represent the interests of all the investors and the members of the Advisory Committee may themselves be subject to various conflicts of interest (including as investors in other

entities related to or affiliated with the General Partner). In general, the investors will not be entitled to control the selection of members of the Advisory Committee.

Public disclosure. Some of the interests in the Funds may be held by investors such as

public pension plans, public universities and listed investment vehicles, which are subject to public disclosure requirements. The amount of information about their investments that

is required to be disclosed has increased in recent years, and that trend may continue. To the extent that disclosure of confidential information relating to a Fund or its portfolio

companies results from interests in such Fund being held by public investors, the Fund

may be adversely affected. The respective General Partner may, in order to prevent any

such potential disclosure, withhold information otherwise to be provided to such public

investors. Conversely, potential future regulatory changes applicable to investment

advisers or the accounts they advise could result in a General Partner or a Fund becoming

subject to additional disclosure requirements.

Limited access to information. Investors’ rights to information regarding a Fund will be

specified, and strictly limited, in the Governing Documents. In particular, it is anticipated

that the General Partner will obtain certain types of material information from portfolio investments that will not be disclosed to investors because such disclosure is prohibited

for contractual, legal, fiduciary or similar obligations outside of the General Partner’s

control. Decisions by the General Partner to withhold information may have adverse consequences for investors in a variety of circumstances. For example, an investor that

seeks to transfer its interests may have difficulty in determining an appropriate price for such interests. Decisions to withhold information also may make it difficult for investors to

monitor the General Partner and its performance. Additionally, it is expected that investors that designate representatives to participate on the Advisory Committee or receive side

letter rights to additional information may, by virtue of such participation or rights, have

more information about the Funds and portfolio investments in certain circumstances than

other investors generally, and may be disseminated information in advance of

communication to other investors generally.

Side letters with certain investors. Certain investors may invest pursuant to side letter

agreements that have the effect of altering or supplementing the material terms of the

applicable Fund. Such arrangements may afford certain investors different terms from the

terms of the applicable Fund with respect to carried interest, management fees, expenses, participation in such Fund’s Advisory Committee, co-investments, subscription rights to

other investment vehicles, the content and frequency of reports, notice of events or

information not provided to other investors, tax and regulatory structuring and reporting assistance, “most favored nation” rights and other matters. Investors that have been granted additional access to portfolio information or other enhanced transparency may

be able to make investment decisions, (including, without limitation, increasing their

capital commitments, participating in co-investments, making outside investments or

dispositions or entering into hedging transactions designed to offset exposure to investment positions taken by a Fund) based on information not generally available to

other investors, including investors. In some cases, such investment decisions made by

these investors on the basis of such information could adversely affect the market value of a Fund’s portfolio and therefore the value of interests in such Fund. In addition, certain investors may contribute capital to a Fund indirectly through such Fund’s General Partner,

which may reduce the amount of capital that must be contributed by the respective

General Partner and the other members of the Investment Team and may therefore reduce

the economic alignment between such persons and the investors. The terms and

conditions of any such arrangements will be agreed to solely at the discretion of a Fund,

its General Partner and/or the Firm, as applicable, and may be more favorable than those offered to any other investor. A General Partner will not be required to disclose any such

arrangements to other investors unless otherwise required to do so pursuant to applicable

law or regulation or the terms of an applicable agreement. Investors that receive such

beneficial arrangements (including the right to bear or pay reduced carried interest or

management fees or the right to receive a share of the carried interest or management fees earned by a General Partner or the Firm) may include members or affiliates of a

General Partner or their family members.

Co-investments. A General Partner and its affiliates may, from time to time, offer co-

investments to one or more co-investors when such General Partner deems it appropriate and consistent with the interests of the respective Fund. Such co-investments may reduce the amount a Fund can invest in any given opportunity and the respective General Partner

may be unable to make as large of an investment on behalf of such Fund as otherwise might be desirable. In addition, the allocation of investments between co-investors and a

Fund will be at the relevant General Partner’s discretion and if the co-investors receive

more favorable economic terms for the same investment than such Fund, its General

Partner may have a conflict of interest with respect to allocating investments between the

co-investors and the Fund. A General Partner is not obligated to arrange co-investment opportunities or to offer any investor the opportunity to co-invest and no such investors

or beneficial owners will be obligated to participate in such an opportunity if offered. Any

investment by co-investors alongside a Fund will be subject to approval by the respective General Partner in its sole discretion, on a case-by-case basis and by determining whether

such co-investment is appropriate. If approved, applicable General Partner will allocate an

investment among a Fund, on the one hand, and the co-investors, on the other hand, in its sole discretion, taking into account factors including, but not limited to: (i) the ability of

a co-investor to commit to invest in a short period of time, in light of the timing constraints

applicable to the co-investment; (ii) the ability of a co-investor to commit to a significant

portion of such opportunity; (iii) whether a co-investor is a strategic investor; (iv) the size

of a co-investor commitment to or investment in the Fund; (v) a co-investor’s tenure as an investor with the General Partners or their affiliates; and (vi) tax and regulatory

considerations relevant to a co-investor and the particular co-investment opportunity,

etc.).

Receipt of payments by certain investors. Certain providers of financing to one or more

Funds (a “Strategic Investor”) will have a right to receive a stream of payments equivalent to a portion of the carried interest relating to such Fund. Such Strategic Investors may also be an investor in a Fund. The existence of the right of the Strategic Investor to receive a

stream of payments equivalent to a portion of carried interest in respect of investments

made or proposed to be made by a Fund may create an incentive for such Strategic

Investor to take certain positions with respect to voting its interests in such Fund that may

be more aligned with its General Partner, than would be the case in the absence of the right to receive such stream of payments.

Excuse and exclusion from investments. Under certain limited circumstances as set forth

in the Governing Documents of each Fund, or via a side letter agreement, an investor may

be excused or excluded from participating in a Fund investment. In any such circumstance,

each other investor may be required to make an additional capital contribution in respect of such investment, subject to certain limitations, thereby resulting in such other investor

having increased exposure to such investment than such investor would have had but for such excuse or exclusion.

Risks related to leverage. The Funds will be subject to risks normally associated with debt financing, including the risk that a Fund’s cash flow will be insufficient to meet required

payments of principal and interest. There can be no assurance that the Funds will be able to refinance any maturing indebtedness, that such refinancing would be on terms as favorable as the terms of the maturing indebtedness, or that the Funds will otherwise be

able to obtain funds by selling assets or raising equity to make required payments on maturing indebtedness. A Fund’s ability to refinance any debt financing in a timely manner

and at favorable terms is dependent on several factors including, but not limited to, general economic conditions, such Fund’s credit ratings and interest rate levels. A Fund’s

borrowings also may bear interest at variable rates. Increases in interest rates may increase the Funds’ interest expense under these borrowings.

Potential restrictive covenants. A Fund also may enter into various credit agreements or

other indebtedness to fund its operations on a short-term basis. These credit agreements

or other indebtedness will require such Fund to comply with a number of customary

financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit a Fund’s flexibility

in its operations, and breaches of these covenants could result in defaults under the

instruments governing the applicable indebtedness even if such Fund has satisfied its payment obligations.

Partner clawback. Each investor will be required to contribute to its Fund its proportionate

share of (a) any indemnification obligations incurred by such Fund or (b) liabilities of such

Fund incurred in connection with indemnity, purchase price adjustment, tax or other

obligations incurred in connection with an investment. For this purpose, a General Partner

may recall distributions previously made to investors, subject to the limits set forth in the Governing Documents.

Counterparty risk. The Funds are exposed to the risk that third parties that may owe a Fund

money, securities or other assets will not perform their obligations. These parties include

trading counterparties, clearing agents, exchanges, clearing houses, custodians, prime brokers, administrators and other financial intermediaries. Although Alpaca intends to

enter into transactions with responsible and creditworthy counterparties, failure by a counterparty to fulfil its contractual obligations (due to credit, liquidity or other reasons)

could expose a Fund to unanticipated losses. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or

whether a Fund has concentrated its transactions with a single or small group of counterparties.

Use of artificial intelligence and data-driven tools. The Firm’s use of artificial intelligence

and similar technologies involves inherent risks, including the possibility of errors, biases,

or inaccuracies in underlying data or model outputs. Such tools may produce incomplete or misleading analyses and may not perform as intended under all market conditions. Reliance on these technologies could adversely affect investment decisions and the

performance of the Funds. In addition, the Firm may utilize such technologies in preparing

investor communications, reports, or other materials. While such materials are reviewed by the Firm, there remains a risk of errors, omissions, or inconsistencies, which could result in inaccurate or incomplete information being provided to investors.

Other Accounts. Alpaca and its affiliates may advise other, non-Fund clients and accounts (each, an “Other Account”) with respect to the purchase, sale and development of assets.

Such Other Accounts may hold or may have held investments similar to the investments

intended to be made by the Funds, including certain investments that may represent appropriate investment opportunities for the Funds and may compete with the Funds for investment opportunities. Alpaca will continue to advise such Other Accounts after the

establishment of any Fund. Accordingly, it is expected that Alpaca may give advice and take actions with respect to such Other Accounts that will compete or conflict with the advice Alpaca gives to the Funds. In addition, actions taken on behalf of such Other Accounts may have the effect of diluting or otherwise disadvantaging the values, prices, or investment strategies of the Funds. Portfolio Company Risks Early-stage investments. The Funds may pursue a venture capital strategy and may

primarily make venture capital investments (in both primary and secondary transactions)

in equity and equity-oriented securities of privately held technology companies, including

existing portfolio companies of the Funds. These companies may have limited or no

revenues, may not be profitable and may require considerable additional capital to

develop products, audiences, technologies and markets, acquire customers and achieve or maintain a competitive position. This capital may not be available at all, or on acceptable

terms. Furthermore, the products, audiences, technologies and markets of such companies

may not develop as anticipated, even after substantial expenditures of capital. Such

companies may face intense competition, 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. Typically, although the Funds may be

represented by a member of the respective General Partner on a portfolio company’s board of directors, each portfolio company will be managed by its own officers (who

generally will not be affiliated with the applicable Fund or its General Partner). Portfolio

companies may have substantial variations in operating results from period to period and experience failures or substantial declines in value at any stage.

Reliance on portfolio company management team. The Funds will generally hold minority

equity positions in its portfolio companies, with limited control and information rights.

Each portfolio company’s day-to-day operations will be the responsibility of such

company’s management team. Although the General Partners and the Firm will be

responsible for monitoring the performance of each investment by the Funds, and the

Funds will seek to invest in companies operated by strong management, there can be no

assurance that the existing management team, or any successor, will be able to operate a portfolio company in accordance with each Fund’s plans or policies. The success of each portfolio company depends in substantial part upon the skill and expertise of each portfolio company’s management team. Additionally, portfolio companies will need to

attract, retain, and develop executives and members of their management teams. The

market for executive talent is, notwithstanding general unemployment levels or developments within a particular industry, extremely competitive. 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 Fund may be adversely

affected thereby. In addition, certain portfolio companies, or employees of portfolio companies, may engage in misconduct or otherwise act or fail to act in a manner that

adversely affects such portfolio companies or the Funds, without the knowledge of the applicable General Partner. Instances of fraud, misconduct, and other deceptive or abusive

practices committed by the management teams or other employees of portfolio companies in which a Fund has an investment may undermine the applicable General

Partner’s due diligence, investment monitoring and compliance efforts with respect to

such companies. Further, any discovery or allegation of any such deceptive or abusive

practices could adversely affect the valuations of a Fund’s investments and may contribute to overall market volatility that may negatively impact a Fund’s investment portfolio.

Lack of diversification. Except as set forth in the Governing Documents, the Funds are not subject to any diversification requirements and may invest in a limited number of companies, sectors, countries or regions. To the extent a Fund concentrates its investments

in a particular company, sector, country or region, its investments will become more susceptible to fluctuations in value resulting from adverse business or economic

conditions affecting that particular company, sector, country or region. As a consequence,

the aggregate return of such Fund may be adversely affected by the unfavorable performance of one or a small number of companies, sectors, countries or regions in which

the Fund has invested. In certain cases, a Fund may acquire majority or 100% interests in

portfolio companies, which could further increase the vulnerability of such Fund’s

portfolio.

Legal and regulatory risks in portfolio companies. Legal and regulatory changes could occur during the term of a Fund. The products and services of portfolio companies and

some Fund assets may be subject to extensive and rigorous regulation by United States

local, state and federal regulatory authorities and by foreign regulatory bodies. There can be no assurance that products and services developed by a Fund’s portfolio companies

will ever be approved by such governmental authorities, if such approval is required. There may be instances when the discovery of previously unknown problems with a product,

service, manufacturer or facility could result in restrictions on the use or the manufacture of such product or delivery of such service, including costly recalls or even withdrawal of

the product or service from the market. Such events, whether voluntarily or mandated by

a regulatory authority, typically result in an immediate reduction or discontinuation of

revenues from the product or service worldwide. If such an event were to occur, it would

likely have a significant and adverse effect on the performance of a particular portfolio company and could have a material adverse effect on the aggregate performance of a

Fund.

Availability of investment capital. Growth-stage investments often require additional

rounds of capital infusions before the portfolio company reaches full maturity. If an investor does not have funds available to participate in subsequent rounds of financing,

that shortfall may have a significant negative impact on both the portfolio company and

the face value of the investor’s original investment. Although the Funds may reserve

sufficient liquidity to allow it to participate in follow-on rounds of financings, the Funds do

not intend to provide all necessary follow-on capital required by a portfolio company.

Accordingly, third-party sources of financing will likely be required. There is no assurance that such additional sources of financing will be available, or, if available, will be on terms

beneficial to the Funds. Furthermore, a Fund’s capital is limited and may not be adequate to protect such Fund from dilution in subsequent rounds of portfolio company financing.

Reserves. As is customary in the venture capital industry, a General Partner may elect to

establish reasonable reserves for follow-on investments by a Fund in portfolio companies,

operating expenses, Fund liabilities and other matters. Estimating the appropriate amount of such reserves is difficult, especially for follow-on investment opportunities, which

directly tie to the success and capital needs of portfolio companies. Inadequate or

excessive reserves could impair the investment returns to the investors. If reserves are inadequate, a Fund may be unable to take advantage of attractive follow-on or other investment opportunities or to protect its existing investments from dilutive or similar terms. If reserves are excessive, a Fund may decline attractive investment opportunities.

Lack of liquidity within the investment portfolio. The inherent nature of venture capital

investing dictates a significant length of time between the initial investment and realization

of gains, if any. Despite some historical examples of accelerated rates of return over a short

period of time, venture capital investments, if successful, typically take five to seven years or more from date of investment to reach a state of maturity where liquidity is possible. A

Fund’s investment portfolio will consist, to a significant extent, of investments in growth stage private companies. The marketability and value of each such investment will depend

upon many factors beyond a General Partner’s control. Generally, the investments made by a Fund will be illiquid and difficult to value, and there will be little or no collateral to protect an investment once made. At the time of a Fund’s investment, a portfolio company

may lack one or more key attributes (e.g., proven technology, marketable product,

complete management team, or strategic alliances) necessary for success. There may be no readily available market for a Fund’s investments, many of which will be difficult to

value, and the disposal of a portfolio investment by a Fund may be prohibited or delayed

many years from the date of initial investment for legal and/or regulatory reasons. The public market for high technology and other emerging growth companies is extremely

volatile. Such volatility may adversely affect the development of portfolio companies, the

ability of a Fund to dispose of investments, and the value of investment securities on the

date of sale or distribution by such Fund.

Bridge financings. From time to time, the Funds may enter into bridge financings with

portfolio companies, which will generally be structured on a short-term, unsecured basis

in anticipation of a future issuance of equity or long-term debt securities. Such bridge

financings would typically be convertible into a more permanent, long-term security.

However, for reasons not always in a Fund’s control, such long-term securities may not be issued and such bridge financings may remain outstanding. In such event, the interest rate

on such instruments may not adequately reflect the risk associated with the unsecured position taken by such Fund.

Risks of certain dispositions. In connection with the disposition of an investment in a

portfolio company or otherwise, the Funds may be required to make representations

about the business and financial affairs of the portfolio company typical of those made in

connection with the sale of any business. It may also be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate. These arrangements may result in the incurrence of contingent liabilities for which the

General Partners may establish reserves or escrow accounts. In that regard, under certain

circumstances described in the Governing Documents, the General Partners may make distributions of cash or securities to the investors that remain subject to recall for the

payment (in whole or in part) of such contingent liabilities. These arrangements may result in contingent liabilities, which might ultimately have to be funded by the Fund.

Non-controlling investments. The Funds will typically hold non-controlling interests in

their portfolio companies and, therefore, may have a limited ability to protect its position in such portfolio companies. As a condition to an investment in a portfolio company, it is expected that appropriate rights generally will be sought to protect each Fund’s interests

to the extent possible, however, here can be no assurance that such minority shareholder rights will be available. The growth stage portfolio companies targeted by the Funds

typically will be at later stages of business maturity than the portfolio companies commonly sought out by early stage venture capital funds, and the Funds’ investments

may present features that are different from those of typical early stage venture capital financings (including, without limitation, different valuations and risk-return profiles,

smaller available ownership percentage amounts, fewer or non-standard investor rights

and reduced opportunity to communicate with management), and the Funds may not be able to protect their interests in its portfolio companies to the same extent that early stage venture capital funds have historically done. Furthermore, the Funds will be significantly

reliant on the management and boards of directors of such companies, which may include

representation of other financial investors with whom the Funds are not affiliated and

whose interests may conflict with the interests of the Funds. Co-investments with third

parties in portfolio companies may involve risks not present in portfolio investments where

a third party is not involved, including the possibility that a third party investor may have

financial difficulties resulting in a negative impact on such portfolio investment, may have

economic or business interests or goals which are inconsistent with those of the Funds or may be in a position to take action contrary to a Fund’s investment objectives. In addition,

the Funds may in certain circumstances be liable for the actions of such third-party coinvestors.

Due diligence risks. Before making investments, the applicable General Partner intends to

conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence and making

an assessment regarding an investment, a General Partner will rely on resources available

to it, including information provided by the target of the investment and, in some circumstances, third party investigations. 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. Such involvement of third-party

advisers or consultants may present a number of risks primarily relating to a General

Partner’s reduced control of the functions that are outsourced. In addition, if a General Partner and/or Firm are unable to timely engage third-party providers, their ability to

evaluate and acquire more complex targets could be adversely affected. Furthermore, the due diligence process may at times be subjective, particularly with respect to newly

organized companies for which only limited information is available. Accordingly, there can be no assurance that the due diligence investigation that a General Partner will carry

out with respect to any investment opportunity will reveal or highlight all relevant facts

that may be necessary or helpful in evaluating such investment opportunity. Furthermore, there can be no assurance that such an investigation will result in an investment being successful.

Expedited transactions. Investment analyses and decisions by a General Partner may be

undertaken on an expedited basis in order for the relevant Fund to take advantage of available investment opportunities. In such cases, the information available to a General

Partner at the time of an investment decision may be limited, and a General Partner may

not have access to the detailed information necessary for a full evaluation of the

investment opportunity. The Funds may conduct its due diligence activities over a very

brief period of time and may assume the risks of obtaining certain consents or waivers

under contractual obligations. In addition, a General Partner may rely upon independent consultants or advisors in connection with the evaluation of proposed investments. There

can be no assurance that these consultants or advisors will accurately evaluate such

investments. While the General Partners expect to negotiate purchase price adjustments,

termination rights and other protections, such rights may not be available or, if available,

a General Partner may elect not to exercise them.

Securities laws restrictions on trading. A member, officer, employee or other representative

of a General Partner or the Firm or other affiliate of a Fund may serve as a director of a

portfolio company. As a result, such Fund (through its representatives or otherwise) may

receive or be deemed to receive information that would restrict its ability to cause the

Fund to buy or sell securities of a company for substantial periods of time when profit could otherwise be realized or loss avoided, which may adversely affect such Fund’s ability

to buy, sell, distribute or otherwise dispose of certain securities. In addition, the ability of

a Fund to execute trades in securities of these companies may also be restricted by

securities laws, including but not limited to Section 16 of the Securities Exchange Act of

1934, as amended, and Rule 144 promulgated under the Securities Act of 1933, as a result of the board participation or extent of ownership of a Fund and affiliated persons.

Impact of economic conditions. Some economists are predicting that the United States and global economies may recover slowly from the economic impact of the COVID-19 global pandemic and may enter recessions. As the result of such recessions, the business,

operating results, financial condition and prospects of many of a Fund's portfolio

companies could be materially and adversely affected, as could the value of such Fund’s

investments in such companies. Additionally, a period of slow recovery or deteriorating general economic conditions could negatively impact a Fund’s ability to dispose of its

portfolio company investments by adversely affecting the market for acquisitions of and public offerings.

Projections. The Funds expect, at times, to rely upon projections developed by the relevant

General Partner or a portfolio company concerning such portfolio company’s future performance and cash flow. Projections are inherently subject to uncertainty and factors beyond the control of a General Partner and such portfolio company. The inaccuracy of

certain assumptions, the failure to satisfy certain financial requirements, and the

occurrence of other unforeseen events could impair the ability of a portfolio company to

realize projected values and cash flow.

Exposure to material nonpublic information. Each of the General Partner, the Funds, their

respective affiliates and their respective members, officers, directors, employees or principals may come into possession of material nonpublic information. The possession of

such information may limit the ability of the Funds to buy or sell a security or otherwise to

participate in an investment opportunity or restrict the ability of the Funds to receive

information with respect to certain opportunities. Further, in the current environment,

there is an increased risk of insider trading enforcement actions in a variety of jurisdictions

and by a number of regulators. Even in the absence of wrongdoing, any such enforcement activity, or regulatory investigations in connection with a potential enforcement action,

could have a material adverse effect on the General Partners or their affiliates, the Funds

or the actual realized returns of investors. The boundaries of the laws applicable to insider

trading and practices relating to insider trading enforcement are continuing to evolve,

which may impact a Fund’s trading and investment activities in ways that are unexpected. Digital Asset Risks Digital Asset investments. The Funds may acquire in connection with their portfolio

instruments, or otherwise invest in, cryptocurrencies, decentralized application tokens,

protocol tokens, app coins and other similar digital and cryptofinance instruments and

assets, the ownership or transmission of which is recorded or verified by a distributed

ledger (including a “blockchain” or directed acyclic graph) or other similar technology, and securities and instruments that are related to, derived from or convertible into or

exchangeable for such assets or that represent interests in pools of such assets

(collectively, “Digital Assets”). Digital Assets are loosely regulated and there is no central marketplace for currency exchange. Supply is determined by a computer code or other action, not by a central actor, and prices have been extremely volatile.

Emerging technology and malicious actors. The ownership or transmission of Digital

Assets is recorded or verified by a distributed ledger or other similar technology. The marketplace for such Digital Assets is still in its early stages of development, which may

increase the risk of loss with respect to investments in Digital Assets in a number of ways. Digital Assets and their functions are generally governed by software run on a network of

computers associated with such Digital Assets. Various issues related to such software and such computer networks could result in the diminution in value of Digital Assets, including, without limitation, undiscovered flaws in software, advancement in computing technology and third-party attacks on computer networks.

Digital Asset exchanges. Digital Asset exchanges and other service providers to the Digital

Assets sector are not well developed. Multiple Digital Asset exchanges and parties providing storage solutions for Digital Assets have ceased operation due to fraud, security

breaches and governmental decree. A Fund’s investments in Digital Assets may be held by

such an exchange or other third party and could be subject to loss if such exchange or other third party were to shut down or suffer a security breach or other negative event.

Custody of a Fund’s Digital Assets. The General Partners will be responsible for arranging

custody of their respective Fund’s Digital Assets, including by storage in one or more “cold

wallets” and/or on various Digital Asset exchanges. Digital Asset exchanges may require a

General Partner to provide control of applicable private keys when such exchanges are utilized by its respective Fund. The General Partners will take such reasonable steps as they determine are necessary to maintain access to these keys and to prevent their exposure

to hacking, malware and general security threats, but there can be no assurance that such

steps will be adequate to protect such keys or the applicable Fund’s Digital Assets from such threats or that there will be no failure or penetration of the applicable security systems. There also can be no assurance that, to the extent a Fund utilizes third-party

custodial services, such third parties maintain required certifications with the Securities

Exchange Commission or other regulatory agencies, the loss of which could cause such

custodians to not be deemed qualified custodians by various regulatory agencies.

Additionally, as this is an evolving space, it will be difficult to judge best practices among such custodians and there can be no guarantees.

Risk of loss of private keys. Various 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 any such private key would not be capable of being restored by a Fund. Any loss of

private keys relating to digital wallets used to store a Fund’s Digital Assets could result in the loss of such Digital Assets, and an investor could incur substantial, or even total, loss

of capital invested in Digital Assets. Uncertain regulatory environment for Digital Assets. Digital Assets currently face an uncertain regulatory landscape in the United States and in

other jurisdictions. Various jurisdictions may, in the near future, adopt laws, regulations or

directives that affect Digital Assets and parties that come into contact with Digital Assets. Such laws, regulations or directives may negatively impact a Fund in a variety of ways,

including increasing the compliance burden of a Fund and its related parties or diminishing the value of a Fund’s investments in Digital Assets.

Lack of management rights in Digital Asset investments. In many cases, a Fund may invest directly in a Digital Asset that lacks the governance aspects that generally pertain to equity

securities. For example, a holder of a Digital Asset generally does not have the right to

appoint board members or otherwise vote on corporate actions of the entity that has issued the Digital Asset. As a result, the General Partners and the Funds will have limited,

if any, ability to influence the actions of the issuer of the Digital Asset and such lack of influence may negatively impact the value of any particular investment.

Tax risk of Digital Asset investments. There is substantial uncertainty regarding the tax

treatment of Digital Assets. As such, the General Partners may take certain tax positions

that may ultimately be treated differently in the course of an audit by the Internal Revenue Service (“IRS”), or the regulations promulgated by the IRS may change over time. As a

result, investors may be subject to adverse tax consequences associated with their

investment in the Funds. Irrevocability of transactions. Digital Asset transactions are

irrevocable and stolen or incorrectly transferred Digital Assets may be irretrievable. As a result, any incorrectly executed Digital Asset transactions could adversely affect a Fund’s

investment. Digital Asset transactions are not, from an administrative perspective,

reversible without the consent and active participation of the recipient of the transaction

or, in theory, control or consent of a majority of the aggregate hashrate on the respective Digital Asset network. 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 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 Fund’s Digital Assets could be transferred from custody accounts in incorrect quantities or to unauthorized third parties. To the extent that a Fund

is unable to seek a corrective transaction with such third party or is incapable of identifying

the third party that has received such Fund’s Digital Assets through error or theft, the Fund

will be unable to revert or otherwise recover incorrectly transferred Digital Assets. To the extent that a Fund is unable to seek redress for such error or theft, such loss could impair

the value of the Digital Assets held, whether as collateral or otherwise, or adversely affect such Fund’s investment.

Risks of internet disruptions. A disruption of the internet may affect the use of Digital Assets and subsequently the value of the interests in a Fund. Many Digital Assets are

dependent upon the internet. A significant disruption in internet connectivity could disrupt

a currency’s network operations until the disruption is resolved and have an adverse effect

on the price of Digital Assets. In particular, some variants of Digital Assets have been subjected to a number of denial-of-service attacks, which have led to temporary delays in

block creation and in the transfer of the currency. While in certain cases in response to an attack, an additional “hard fork” has been introduced to increase the cost of certain

network functions, the relevant network has continued to be the subject of additional

attacks. Moreover, it is possible that as Digital Assets increase in value, they may become more attractive targets for hackers and subject to more frequent hacking and denial-of-

service attacks. Digital Assets are also susceptible to border gateway protocol hijacking, or BGP hijacking. Such an attack can be a very effective way for an attacker to intercept traffic

en route to a legitimate destination. BGP hijacking impacts the way different nodes and

miners are connected to one another to isolate portions of them from the remainder of

the network, which could lead to a risk of the network allowing double-spending and other

security issues. If BGP hijacking occurs on a Digital Asset network, participants may lose faith in the security of Digital Assets, which could affect the value of those Digital Assets

and consequently the value of the interests in a Fund. Any future attacks that affect the ability to transfer the Digital Asset could have a material adverse effect on the value of the

Digital Asset held, whether as collateral or otherwise, certain Digital Asset Companies and a Fund’s investment.

Limited history of Digital Asset companies and Digital Assets. Due to the limited history of

Digital Assets and the companies that issue them (“Digital Asset Companies”) and the

rapidly evolving nature of the Digital Asset industry, it is not possible to know all the risks involved in making an investment in the debt and/or equity of Digital Asset Companies,

and new risks may emerge at any time. Digital Asset Companies and Digital Assets have gained commercial acceptance only within the past decade and, as a result, there is little

data on the long-term sustainability of Digital Assets, as well as the business models among Digital Asset Companies that will provide for long-term profitability. Additionally,

due to the rapidly evolving nature of the Digital Asset market, including the development

of new Digital Assets, advancements in the underlying technology and the emergence of new Digital Asset Companies, it is not possible to predict which Digital Assets a Fund may

have economic exposure to in the future or even to fully describe those potential Digital

Assets. New Digital Assets or changes to existing Digital Assets may expose investors to additional risks which are impossible to predict. This uncertainty makes a Fund’s investments in this area very risky.

Risks related to security protocols. The Funds could experience unforeseen difficulties in

operating and maintaining its security procedures or other key elements of its technical infrastructure. Security protocols have been designed specifically to provide security for a

Fund’s assets and may be expanded, updated and altered from time to time. Any effort to

expand, update or alter the security system is likely to be complex, and unanticipated

delays in the completion of these projects may lead to unanticipated project costs,

operational inefficiencies or vulnerabilities to security breaches. In addition, there may be problems with the design or implementation of certain security protocols or with an expansion or upgrade thereto that are not evident during the testing phases of design and

implementation, and that may only become apparent after a Fund has utilized the

infrastructure. Any issues relating to the performance and effectiveness of the security

procedures used by a Fund, its custodians and security vendors to protect its Digital Assets,

such as algorithms, codes, passwords, multiple signature systems, encryption and telephone call-backs, may have an adverse impact on such Fund’s investment.

The security procedures implemented by a General Partner, the Firm, a Fund and their

custodians and security vendors are technical and complex, and the Fund depends on

these security procedures to protect the storage, acceptance and distribution of data relating to Digital Assets and the digital wallets into which such Fund deposits its Digital

Assets. These security procedures may not protect against all errors, software flaws or vulnerabilities. Additionally, a Fund will be impacted by failures with the security systems

of any of its portfolio companies. Defects in the security procedures may only be

discovered after a failure in the custodians’ and security vendors’ safekeeping and storage

of a Fund’s Digital Assets. Such custody and security systems may be implemented by a

General Partner or the Firm directly as well as by third-party custody providers.

It is not uncommon for businesses in the Digital Asset space to experience large losses due to fraud and breaches of their security systems. Furthermore, the Fund’s private keys

required to transfer the Fund’s Digital Assets could be stored on systems or vaults located across the world, depending on the practices and procedures of the Fund’s custodians or

security vendors, which could be subject to (i) hostile regulatory treatment of Digital Assets, (ii) unforeseen social, economic or political unrest and (iii) natural or man-made disaster.

The Funds, the General Partners, the Firm, the custodians, the security vendors and each

of their agents will take measures to protect a Fund and its Digital Assets from unauthorized access, damage or theft. However, it is possible that the security procedures in place may not prevent the improper access to, or damage or theft of a Fund’s Digital

Assets. A security breach could harm a Fund’s reputation or result in the loss of some or

all of such Fund’s Digital Assets. A resulting perception that the security procedures do

not adequately protect a Fund’s Digital Assets may have an adverse impact on such Fund’s investment.

Risks related to custodians and security vendors. The Funds may use custodians and/or security vendors to hold custody of some types of Digital Assets or a portion of some types

of its Digital Assets. The Funds may have a high concentration of its Digital Assets in one

location or with one custodian, which may be prone to losses arising out of hacking, loss

of passwords, compromised access credentials, malware, or cyberattacks as described herein. The Funds are not required to maintain their Digital Assets with a minimum number

of custodians. Custodians and security vendors of Digital Assets may have limited liability,

impairing the ability of a Fund to recover losses relating to its Digital Assets and any recovery may be limited, even in the event of fraud. In addition, a custodian or security vendor may not be liable for any delay in performance of any of its custodial or security

vendor obligations by reason of any cause beyond its reasonable control, including acts

of God, war or terrorism, and may not be liable for any system failure or third-party

penetration of its systems, unless such system failure or third-party penetration is the

result of gross negligence, bad faith or willful misconduct on the part of the custodian or security vendor. Similarly, investors have limited recourse against a General Partner for any

losses sustained when such party or its affiliates had custody of any assets. As a result, the

recourse of a Fund or its investors to such custodians or security vendors may be limited.

A loss of confidence or breach in a General Partner’s security and technology policies may

adversely affect the respective Fund and its investors.

Management Risks

Dependence on the management team. The Funds will be dependent on the activities of

the Investment Team and will be particularly dependent upon the individual managing

members. The General Partner will have sole discretion over the investment of the capital committed to a Fund, as well as the ultimate realization of any profits. As such, the pool of funds in a Fund represent a blind pool of funds. Therefore, a Fund and the investors of

such Fund will be relying on the management expertise of the managing members and the other members of the Investment Team in identifying, acquiring, administering and

disposing of a Fund’s investments. Past investment performance by members of the

Investment Team or of a prior Funds provides no assurance of future results, and there can

be no assurances that a Fund will be able to duplicate prior levels of success of a member

of the Investment Team or such prior investment vehicles. The loss of any individual managing member or another member of the Investment Team could have a material,

adverse effect on a Fund. Additional members may be admitted to the General Partner following a Fund’s initial closing, and a Fund’s investors will have no power to prevent any specific person from being admitted to the General Partner as a member thereof. If for any

reason one or more of the managing members or another member of the Investment

Team should cease to be involved in the investment management of a Fund, suitable

replacements may be difficult to obtain, with the result that the performance of a Fund may be adversely affected. In addition, certain Funds are the first private fund sponsored

by the managing members to focus on late growth-stage and real estate opportunities,

and certain members of the Investment Team have limited experience investing in this sector.

There is no assurance that Alpaca will remain the manager of a Fund or that the Funds will

continue to have access to Alpaca’s principals and professionals. If a management

agreement is terminated and no suitable replacement is found to advise the applicable Fund, such Fund may not be able to execute its business plan or investment strategy.

Lack of prior management history. Certain Funds and the General Partner of such Funds are newly-created entities with no prior operating history. It is possible that additional

management resources, in the form of additional analysts or other investment

professionals, will be required in order for such Funds to fully implement its investment

and exit strategies. There can be no assurance that each of the investment professionals

currently associated with the Firm will continue to be associated with a Fund and the

General Partner throughout a Fund’s anticipated term.

Other activities. The members of the management team and their affiliates will be required to devote only such portion of their time to the affairs of the Funds as they consider

appropriate in their respective judgment to manage effectively the affairs of the Funds. Other activities of affiliates of the General Partners with which such personnel are

associated, or with which they may become associated in the future, may require them to devote substantial amounts of their time to matters unrelated to the business of the Funds.

Indemnification. The Funds will be required to indemnify the General Partners, their

partners, members, employees, agents, affiliates of the foregoing and the members of the Funds’ Advisory Committee for liabilities incurred in connection with the affairs of the

respective Fund. Such liabilities may be material and have an adverse effect on the returns to the investors. For example, in their capacity as directors of portfolio companies of a

Fund, a person may be subject to derivative or other similar claims brought by

shareholders of such companies. The indemnification obligation of such Fund would be

payable from the assets of the Fund, including the unpaid capital commitments of the investors. If the assets of a Fund are insufficient, the respective General Partner may recall distributions made to the investors. Furthermore, the Governing Documents limit the

circumstances under which a General Partner may be held liable to the respective Fund or its investors. As a result the investors may have a more limited right of action in certain

cases than they would in the absence of such a limitation.

Employee misconduct. A General Partner’s reputation is critical to maintaining and developing relationships with existing and prospective investors, as well as with the

numerous third parties with which such General Partner or a Fund does business. In recent years, there have been a number of highly publicized cases involving fraud, conflicts of interest or other misconduct by individuals in the financial services industry, and there is a

risk that an employee of or contractor to the General Partners or any of their affiliates could engage in misconduct that adversely affects the investment strategies implemented

by the General Partners and the actual realized returns of investors. It is not always possible

to deter such misconduct, and the precautions the General Partners take to detect and prevent such misconduct may not be effective in all cases. Misconduct by an employee of or contractor to the General Partners, or a portfolio company of the Funds, or of any of

their respective affiliates, or even unsubstantiated allegations of such misconduct, could

result in both direct financial harm to the General Partners and the Funds, as well as harm to the reputations of the General Partners and the Funds, which would have a materially

adverse effect on the Funds.

Systems risks. The Funds will depend upon their applicable General Partner to develop and

implement appropriate information systems for the Funds’ activities. In addition, certain of the General Partners’ operations will interface with or depend on systems operated by

third parties, including market counterparties and their sub-custodians and other service

providers, and the General Partners 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 computer “worms,”

viruses and power failures. Any such defect or failure could have a material adverse effect on the Funds. For example, such failures could cause inaccurate reports, which may affect a General Partner’s ability to monitor the applicable Fund’s investment portfolio and its

risks. In addition, despite the security measures established by the General Partners and third parties to safeguard its and their respective systems, including the information

therein, such systems may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise

these systems and result in the theft, loss or public dissemination of the information stored therein and could have a material adverse effect on the applicable Fund.

Reliance on technology. Certain strategies and critical aspects of the General Partners’ operations

are

reliant

on

technology,

including

hardware,

software

and

telecommunications systems. Significant parts of the technology used in the management

of the Funds may be provided by third parties and are therefore beyond a General

Partner’s direct control. Forecasting, trade execution, data gathering, risk management, portfolio management, IT infrastructure and support, compliance and accounting systems all are designed to depend upon a high degree of automation and computerization.

Although the General Partners seek, on an ongoing basis, to ensure adequate backups of

software and hardware where possible and the General Partners will attempt to conduct

adequate due diligence and monitoring of providers, if such efforts are unsuccessful or

inadequate, software or hardware errors or failures may result in errors, data loss and/or failures in trade execution, risk management, portfolio management, compliance or

accounting. Errors or failures may also result in the inaccuracy of data and reporting or the unavailability of data or vulnerability of data to the risk of loss or theft. Errors may occur

gradually and once in the code may be very hard to detect and can potentially affect results

over a long period of time. If an unforeseeable software or hardware malfunction or problem is caused by a defect, virus or other outside force, the Funds may be materially

adversely affected. In particular, the General Partners may rely on cloud (including private and public cloud-based) technology for certain operations, including data storage. Cloud-

based technology, like any electronic data storage or processing technology, is not fail-

safe. It may be subject to certain defects, failures or interruptions of service beyond the General Partners’ direct control. It is also possible that such technology could be

compromised by a third party, including through the use of malicious software or

programs, such as viruses, which may expose the General Partners and the Funds to theft (of data or other assets) and/or significant business interruption. In addition, a software

provider may cease operations or be relatively thinly capitalized and the General Partners’

and the Funds’ ability to be made whole after any loss may be compromised as a result.

Cyber security, breaches and identity theft. Cyber security incidents and cyberattacks have been occurring globally at a more frequent and severe level and will likely continue to

increase in frequency in the future. The General Partners’ and their service providers’

information and technology systems may be vulnerable to damage or interruption from

computer viruses and other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches (by

physical or electronic means), usage errors by their respective users or service providers, power, communications or other service outages and catastrophic events such as fires,

tornadoes, floods, hurricanes and earthquakes. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information. Although the General Partners have implemented, and

service providers may implement, various measures to manage risks relating to these types

of events, such systems could be inadequate and, if compromised, could become inoperable for extended periods of time, or cease to function properly or fail to adequately

secure private information. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified

even with sophisticated prevention and detection systems, potentially resulting in further

harm and preventing it from being addressed appropriately. The General Partners may

have to make a significant investment to fix or replace any inoperable or compromised systems. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the General Partners’ operations and result in a failure to

maintain the security, confidentiality or privacy of sensitive data, including personal

information relating to investors (and the beneficial owners of investors) and the intellectual property and trade secrets of the General Partners. Such a failure could harm the General Partners’ reputation, subject the General Partners and their affiliates (including

the Funds) to legal claims and otherwise affect their business and financial performance.

Risks relating to special purpose acquisition companies. A special purpose acquisition

company (a “SPAC”) is a publicly traded company formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock

exchange, asset acquisition or other similar business combination, of one or more undervalued operating businesses. Following the acquisition of a target company, a SPAC

typically would exercise control over the management of such target company in an effort to increase the value of such target company. Capital raised through the initial public

offering of securities of a SPAC is typically placed into a trust until the target company is

acquired or a pre-determined period of time elapses. Investors in a SPAC would receive a

return on their investment in the event that a target company is acquired and such target company’s value increased. In the event that a SPAC is unable to locate and acquire target companies by the deadline, the SPAC would be forced to liquidate its assets, which may

result in losses due to the expenses and liabilities of the SPAC. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to locate or acquire target companies by the deadline, (ii) assets in the trust may be subject to third-

party claims against such SPAC, which may reduce the per share liquidation price received

by the investors in the SPAC, (iii) such SPAC may be exempt from the rules promulgated by Securities and Exchange Commission to protect investors in “blank check” companies,

such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may

not be afforded the benefits or protections of those rules, (iv) such SPAC may only be able to complete one business combination, which may cause it to be solely dependent on a

single business, (v) the value of any target company may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust decline, (vii) the

inability to redeem due to the failure to hold the securities in the SPAC on the record date

or the failure to vote against the acquisition and (viii) if the SPAC is unable to consummate

a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. In addition, most SPACs are illiquid and have a concentrated shareholder base that tends to be composed of hedge funds (at least at

inception).

The Funds may invest in a SPAC that, at the time of investment, has not selected or

approached any prospective target businesses with respect to a business combination. In such circumstances, there may be limited basis for a Fund to evaluate the possible merits

or risks of such SPAC’s investment in any particular target business. To the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in

the business operations of the acquired company or companies. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk.

In the future, the Firm and/or its affiliates may sponsor one or more SPACs and, in connection therewith, may receive management shares in such SPACs, and for the avoidance of doubt, any amounts earned with respect thereto will not reduce the

management fee or be for the benefit of the applicable Fund except to the extent provided

in the Governing Documents. The issuance of management shares would have an indirect

dilutive effect on the interests of the entity (e.g., a private fund) investing in the SPAC.

Based on the investment strategy typical for a SPAC, such activity will not be subject to the restrictions on the formation of a successor fund or the outside investment activity

restrictions set forth in the Governing Documents. Conflicts may arise as a result of such

activities, including in the event that any such SPAC enters into a transaction with a

portfolio company of a Fund, in the event that such Fund determines to make an

investment or commit to make an investment in the future alongside the SPAC, or in allocating Investment Team time.

In particular, if a Fund commits to invest in a Firm-sponsored SPAC’s initial public offering,

conflicts of interest arise with respect to the “at-risk” capital (described below) and receipt of management shares which, as discussed above, will not reduce the management fee. In

order to launch a SPAC, it is necessary for a SPAC’s sponsor to commit “at-risk” capital at

the time of the initial public offering, which the sponsor loses if an initial business

combination (“IBC”) is not consummated. If the Firm or an affiliate commits to fund this “at-risk” capital, the Firm or such an affiliate could be incentivized to pursue a deal to avoid

losing the “at-risk” capital. Additionally, the management shares will only have value to

the extent an IBC is consummated. Investment by a Fund in the SPAC (or a commitment by a Fund to invest the in SPAC) indirectly benefits the Firm or its affiliate as the sponsor

of the SPAC as such investment/commitment increases the likelihood of a successful IBC

by providing committed capital for the IBC. In addition, if a Fund invests in a Firm-

sponsored SPAC, in addition to its receipt of management fees and carried interest, the

Firm or an affiliate would also have an interest in the management shares in the SPAC, which could act as a dual layer of fees/expenses borne by such Fund.

Additional potential conflicts of interest arise if the IBC is between a Firm-sponsored SPAC

and a portfolio company of a Fund. The sponsor of a SPAC is incentivized to find a target for an IBC to avoid loss of “at-risk” capital, the sponsor is incentivized to find a target for

the IBC in order for the management shares to have value, and the Firm or an affiliate would likely receive carried interest upon the sale of the portfolio company to the SPAC. All of these factors would incentivize the Firm to consummate an IBC, including with a

Fund portfolio company.

Legal, Tax and Regulatory Risks Special Risks Effects of health crises and other catastrophic events. Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of

events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages

and other unforeseeable and external events, and the public response to or fear of such diseases or events, may have an adverse effect on the Funds’ investments and operations.

For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for a

Fund’s portfolio companies. In addition, under such circumstances the operations of the Funds and their service providers could be reduced, delayed or otherwise disrupted.

Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

Public health risks and COVID-19. Epidemics and pandemics may materially and adversely

affect the global economy and a Fund’s performance. A new infectious disease first

identified in Wuhan, Hubei Province, China in late December of 2019 (resulting from coronavirus 2019 and abbreviated “COVID-19” by the World Health Organization), has

spread rapidly across much of the world, including the United States, leading to restrictions on travel and group activities. It is unknown how global supply chains, public and private

capital markets and portfolio companies will be affected by the COVID-19 pandemic,

particularly if it persists for an extended period of time. The spread of COVID-19 may cause

portfolio companies to lose revenue and incur additional expenses and delays, thereby

leading to a material adverse impact on their businesses, operating results and financial condition. In addition, the COVID-19 pandemic may reduce portfolio companies’ access to equity or debt investment capital, or cause the terms pursuant to which such capital is

available to be substantially less favorable than is customary, thereby leading to a material

adverse impact on such portfolio companies’ businesses, operating results and financial

condition, as well as a material adverse impact on a Fund’s relative position in portfolio

company capital structures and potential investment returns. If unabated, the COVID-19

pandemic may create significant global economic uncertainty, which in turn may cause

portfolio companies or their partners, suppliers and potential customers, to more closely

monitor costs and reduce spending budgets, and may cause portfolio company equity

investors or debt providers to reduce, slow or eliminate their investment or lending

activities. The availability of investment opportunities of the Funds may be adversely

impacted by reductions of economic activity as a result of COVID-19, including as a result of the responses of businesses and local and national governments. The impact of COVID-

19 could be significant on markets in which the Funds invest, which could affect the availability, valuations, and returns of the Funds’ portfolio investments. The extent to which

COVID-19 impacts a Fund’s results will depend on future developments, which cannot be predicted with any certainty, including new information which may emerge concerning the

severity of COVID-19, the ultimate geographic spread of COVID-19, the duration of the

pandemic, travel restrictions imposed, business closures or general business disruption, and the actions taken throughout the world, including in domestic markets, to contain

COVID-19 or treat its impact. As a result, the performance of a Fund and such Fund’s portfolio companies could be adversely affected.

Economic & political risks. Governments of many foreign countries have exercised and continue to exercise substantial influence over many aspects of the private sector. The

availability of investment opportunities for the Funds depends in part on governments

outside of the United States continuing to liberalize their policies regarding foreign

investment and to further encourage private sector initiatives. Accordingly, future government actions could have a significant effect on the economic environment in such

countries, which could affect the availability, purchase price, and returns of portfolio investments.

Foreign currency & exchange rate risks. Fund assets and income of investments made

outside of the United States may be denominated in various currencies. Contributions and cash and United States in-kind distributions, however, will be denominated in U.S. dollars.

The Funds may distribute in-kind securities that are denominated in various currencies

pursuant to each Fund’s Governing Documents. As a result, the returns of the Funds on

any investment may be adversely affected by fluctuations in currency exchange rates, any

future imposed devaluations of local currencies, inflationary pressures, and the success of the investment itself. As a general policy, the Funds do not intend to engage in hedging

against currency risk. In addition, the Funds may incur costs in connection with conversions between various currencies.

Accounting and disclosure standards. Accounting, auditing, financial, and other reporting standards, practices, and disclosure requirements in countries in which a Fund may invest are not necessarily equivalent to those required under United States Generally Accepted

Accounting Principles (“US GAAP”) or International Accounting Standards (“IAS”). Accordingly, less information may be available to the General Partners and investors in the

Funds.

European Union Directive on Alternative Investment Fund Managers (AIFMD). On July 21,

2011, the European Union (“EU”) Directive on Alternative Investment Fund Managers (the

“Directive”) came into force. Among other things, the Directive regulates the marketing in

the EU and the United Kingdom by a manager of an alternative investment fund (the “AIF”),

regardless of whether the manager or the AIF is established in the EU or elsewhere. Furthermore, the Directive imposes new regulatory obligations on certain managers in respect of their activities and the AIFs that they manage.

The implementation of the Directive may have an adverse effect on the marketing and continued operation of the Funds in the event the General Partners market the Funds in

jurisdictions subject to the Directive. Certain aspects of the Directive will be phased in over

a number of years, and during this period each member of the EU and related jurisdictions

may revise its private placement laws. The detailed impact of the Directive on the

marketing and operation of a Fund will not be known until the specific EU and related jurisdictions in which the applicable General Partner markets such Fund (if any) have been

definitively identified.

More information about the Funds’ investments and the associated risk factors is available in the Governing Documents.

The foregoing list of risk factors does not purport to be a complete enumeration or explanation of every risk involved in an investment with Alpaca. Prospective investors

should read the entire Brochure of an Alpaca Fund as well the relevant Governing Documents, and any other materials that may be provided by Alpaca and consult with their own advisers prior to engaging Alpaca’s services.

employees, affiliates, and their respective family members may invest directly in the Funds.

Investments in the Funds made by these persons may not be subject to the management fees and/or carried interest-based compensation described in Item 5 above.

Alpaca’s employees or other supervised persons work on and may in the future work on

other projects and outside activities (other than for Alpaca), including projects for their personal benefit, which may be investment advisory in nature. Due to their outside activity,

such individuals will not be able to devote all of their time to the Funds and may be compensated for their activities. The Funds generally will receive no benefit from the

services such individuals provide to others. Such individuals may also become aware of

business opportunities in which the Funds will not be given an opportunity to participate.

Employees of the Firm may serve as directors and officers of certain portfolio companies, including SPACs formed or sponsored by Funds, and, in that capacity, will be required to

make decisions that consider the best interests of such portfolio companies and their

respective shareholders, and consider the best interests of the Funds. In certain circumstances, for example, involving bankruptcy or near-insolvency of a portfolio

company, actions that may be in the best interests of the portfolio company may not be in the best interests of the Funds that are shareholders, and vice versa. Accordingly, in these situations, there will be conflicts of interest between such individual’s duties as an

employee of the Firm and such individual’s duties as a director or officer of such portfolio

company or SPAC. Alpaca has created policies that address and manage these and other potential conflicts.

Conflicts and disclosures related to Alpaca’s engagement of Advisors is described in Item 8 – “Certain Consultants” and Item 8 – “Advisor Roles or Equity Interest”.

If Alpaca decides not to invest in an opportunity presented to Alpaca by Advisors, Advisors may form, and have formed in the past, unaffiliated special purpose vehicles to invest in

the opportunity. In addition, if a portfolio company in which Alpaca has taken its full allocation has additional capacity available in its fundraising round, the portfolio company

may offer the opportunity to Advisors who may form, and have formed in the past, special

purpose vehicles to invest in the opportunity. These special purpose vehicles are formed

and managed by the Advisor and are unaffiliated with Alpaca and the Funds. The direct investments are negotiated by the Advisors separately with the portfolio company. Such

investments are typically made by the Advisors on different terms than the Funds, some of which may be more beneficial to the special purpose vehicles managed by the Advisors than the Funds. Advisors may be offered the opportunity by the portfolio company to invest in the securities of the portfolio company due to their affiliation with Alpaca. Conflicts could arise, for example, when an Advisors provides Services to the portfolio

company and the same Advisor is managing an unaffiliated special purpose vehicle

invested into the same portfolio company. The Advisor could be presented with decisions made as part of the Services on behalf of a Fund and the special purpose vehicle the Advisor are in conflict.

A Fund will make investments in portfolio companies that compete in the same industry

as portfolio companies held by that Fund or another Fund. Conflicts could arise, for

example, in the event where Alpaca is in a position to make decisions on behalf of a

portfolio company that would be adverse to a portfolio company in the same Fund or another Fund. Relationships developed in connection with one or more Funds can result

in deal flow for other Funds. A Fund may also make investments in the same portfolio companies held by other Funds. Conflicts could arise, for example, in the event that more

than one Fund holds different securities in the same portfolio company (including with

respect to their relative seniority, and whether such securities are purchased contemporaneously or otherwise). Alpaca could be presented with decisions when the

interests of the two Funds are in conflict. If a portfolio company in which one Fund has an

equity investment and another Fund has a debt investment, Alpaca may have conflicting loyalties between its duties for one Fund versus another Fund. In that regard, actions may be taken for one Fund that is adverse to such other Fund.

Alpaca and its affiliates may receive and have received services, products, and/or discounts

from the portfolio companies (or their related persons) for their own business operations or other outside business activities. Fees and expenses for such arrangements are negotiated on an arms-length basis. However, since certain of the Funds may have an

investment with such portfolio company, using such service presents a conflict of interest. For example, the receipt of such services, products, and/or discounts from a portfolio company may influence Alpaca’s investment decisions, presenting a conflict between Alpaca’s economic interest and what is in the best interests of the Funds.

Alpaca and its affiliates may in the future enter into transactions in the ordinary course with a portfolio company (for example, without limitation, providing non-discretionary

advisory services to a fund where the portfolio company serves as the investment adviser,

in which Alpaca or its affiliates earn a management fee and/or carried interest for its subadvisory services). In addition, Alpaca and its affiliates may engage in business

opportunities arising from a Fund’s investment in a portfolio company (for example, without limitation, entering into a joint venture with a portfolio company or making a

proprietary investment in a portfolio company). These situations create a conflict of interest, as such interests may be a benefit arising from the Fund’s investment and may

vary from the applicable Fund’s interest (e.g., whether to make a follow-on investment

and, if so, how much should be allocated to the Fund). Alpaca seeks to mitigate such conflicts by making all investment decisions in a manner consistent with the Firm’s investment allocation policies and procedures.

Alpaca may introduce and has introduced a portfolio company (or a related person) in which a Fund has invested to a portfolio company (or a related person) in which another

Fund has invested, and such portfolio companies (or their related persons) may do, or have

done, business with each other, which may be viewed as a potential conflict of interest. Alpaca may cause or recommend, and have caused or recommended, that a Fund or portfolio company use a particular service provider (including related persons of investors, co-investors, or third parties) for which Alpaca may or have obtained, for a Fund or

portfolio company or for Alpaca or its affiliates, products and services from such service provider. In connection with such referrals of service providers, Alpaca or its affiliates, the

Funds, or the portfolio companies may also receive, or have received services, at no cost

or at a discount. Such relationships or discounts may incentivize Alpaca to recommend such service providers, presenting a conflict between Alpaca’s economic interest or its

interest in maintaining such relationships and what is in the best interests of the Funds (e.g., using high quality or low-quality service providers).

Alpaca has in the past and may in the future offer certain strategic investors the ability to

participate in Alpaca-sponsored educational presentations and seminars, networking

events, industry group meetings, and corporate introductions, which may not be offered

to all investors. Participation in such events may provide access to information not available to other investors, and the participating investor may use such information to

make investment decisions (including, without limitation, increasing their capital commitments, participating in co-investments, making outside investments or

dispositions, or entering into hedging transactions designed to offset exposure to investment positions taken by a Fund) based on information not generally available to

other limited partners. In some cases, such investment decisions made by these

participating investors on the basis of such information could adversely affect the market value of a Fund’s portfolio and therefore the value of a Fund’s interests.

Alpaca may form certain co-investment vehicles or special purpose vehicles and offer, in its sole discretion, an investment in such vehicles to certain strategic investors to induce investment into or induce investment of additional amounts in other Funds or for other

strategic reasons. These opportunities to invest in such co-investment or special purpose

vehicles may not be offered to other investors. Alpaca, in its sole discretion, may waive or reduce the management fees or carried interest payable by such investors in the Funds, co-investment vehicle, special purpose vehicle being offered. Such offers give rise to

conflicts of interest as described more fully in Item 8. – “Allocation of investment

opportunities between the investment funds.” Alpaca seeks to mitigate such conflicts by

making all investment decisions in a manner consistent with the Firm’s investment allocation policies and procedures.

Alpaca and its affiliates will deal with all conflicts of interest using their best judgment.

Certain procedures for resolving specific conflicts of interest are set forth below; however,

Alpaca will not necessarily follow such procedures in any particular case. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest:

• A Fund will not make an investment unless the Firm believes that such investment is an appropriate investment considered solely from the viewpoint of such Fund.

• Many conflicts of interest will generally be resolved by set procedures, restrictions, or other provisions contained in the relevant Fund Governing Documents or Alpaca’s policies. • Generally, each Fund has established an advisory committee, consisting of representatives of investors not affiliated with Alpaca. The advisory committees meet as

required to consult with Alpaca as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, Alpaca will be guided by its good faith discretion.

• Where Alpaca 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. D.

Selection of Other Advisors or Managers

Alpaca does not utilize nor select other advisors or third-party managers. All assets are

managed by the Firm.

transactions, they must adhere to the following general principles, as well as to the Code’s specific provisions: (a) at all times the interests of the Firm’s clients must be put above those of the individual; (b) personal transactions must be conducted consistent with the

Code in manner that avoids any actual or potential conflict of interest; and (c) no inappropriate advantage should be taken of any position of trust and responsibility.

Access persons have trading restrictions and reporting obligations for their personal securities transactions. Each access person is provided with a copy of the Code and must annually certify that they have complied with its provisions. In addition, any access person who becomes aware of any potential violation of the Code is obligated to report the potential violation to the Chief Compliance Officer.

Alpaca will provide a copy of its Code of Ethics to investors and prospective investors upon request. Such a request may be made by submitting a written request to Alpaca at the address on the cover page to this Brochure. B.

Advisory Committee

A limited partner advisory committee has been and/or may be established for or with

respect to one or more of the Funds. While the Advisory Committee does not have a direct

role in the management of any applicable Fund, it may be called upon or required to, among other things, review, resolve and/or consent to or approve certain transactions or matters involving actual or potential conflicts of interest or consider or approve such other matters or transactions in accordance with the applicable Governing Documents. In

particular, an Advisory Committee of a Fund generally may give any approval or consent of the “client” required under the Advisers Act, including Sections 205(a) and 206(3)

thereof. We may also disclose or otherwise present our proposed course of action with

respect to any actual or potential conflicts of interest to the relevant Advisory Committee or otherwise disclose information relating to perceived conflicts of interest to the Advisory Committee.

We prepare materials, disclosures, memos and/or presentations for an Advisory

Committee with respect to any matters or transactions requiring their review, disclosure,

consent or approval and Advisory Committee consents or approvals are generally

documented via written or email communications. We may also prepare materials,

disclosures, memos and/or presentations for an Advisory Committee that may not relate to any matters or transactions requiring their review, disclosure, consent or approval.

C.

Recommendations Involving Material Financial Interests

Under certain circumstances, Alpaca may recommend that a Fund invest in companies in

which Alpaca affiliates or employees have an ownership interest. There may be situations in which an Alpaca employee or affiliate either has an existing minimal investment or will

be making a minimal investment contemporaneously with a Fund (e.g., angel investment) in a portfolio company that a Fund may seek to invest in. Accordingly, there is a potential

conflict which could cause the Firm to make different investment decisions than if such

persons did not have a financial ownership interest. Any investment decision made on

behalf of the Funds are made in their best interest and in accordance with the Firm’s investment allocation policy and the Funds’ Governing Documents. Alpaca has created policies that specifically address and manage these and other potential conflicts.

To the extent permitted by applicable law, we, acting on behalf of one or more client

accounts, may enter into transactions in portfolio companies, securities, financial

instruments, properties and other assets with ourselves or our affiliates, and may cause client accounts to engage in principal and cross transactions, including, for example, where

an investment in an asset has been bridged or otherwise warehoused by Alpaca and its affiliates prior to purchase by such Fund. Alpaca and its affiliates may retain income and may otherwise profit from such transactions. Alpaca will, to the extent required by

applicable law and/or the applicable governing documents, obtain the prior consent of the applicable Fund for such transactions. We may face conflicts of interest that could influence our decision to engage in such transactions for client accounts. Principal

transactions may occur if we, on behalf of our client accounts, engage in a transaction in

securities or other investments with ourselves acting as principal. We may earn compensation and/or make profits in connection with these transactions. Cross

transactions may occur if we cause a client account to buy securities or other investments from, or sell securities or other investments to, another client account or the account of one of our affiliates. We may have conflicting loyalties and responsibilities to the parties in such transactions. We will review each of the foregoing transactions and take such steps

as we deem necessary or appropriate under the circumstances (in accordance with applicable law and the applicable governing documents) to ensure that the terms of

transactions are fair and reasonable, including, without limitation, seeking the approval of the client or the applicable Advisory Committee, a majority in interest of the investors or an independent third party with respect to such principal and/or cross transaction. D.

Investing Personal Money in the Same Securities as Clients

Under certain circumstances, a Fund may invest in companies in which an Alpaca employee

or affiliate have a pre-existing interest, or subsequently acquire an interest, via different investment funds or other means. Among other considerations, when an Alpaca employee holds interests in portfolio companies through an investment fund or other means other

than through a Fund, those interests may substantially differ from a Fund's interests in

such companies due to differences in liquidation preference, voting rights, or other investment terms. This may result in such members having personal investment interests that directly conflict with the interests of a Fund.

The Code requires employees to obtain preapproval of any investments in private offerings to identify and manage potential conflicts with the Funds’ investments. The Firm requires

employees to sign and adhere to the Code and to report personal securities holdings and transactions to the Firm’s Chief Compliance Officer. E.

Trading Securities At/Around the Same Time as Clients’ Securities

As discussed above, from time to time, the Firm, its employees, or affiliates may hold

existing interests in portfolio companies that the Firm recommends to the Funds. The Firm

will document any transactions that could be construed as conflicts of interest and will transact Fund business before the business of its employees and/or Alpaca affiliates when

similar securities are being bought or sold.

The Funds or Alpaca and their respective affiliates may enter into side letters, letters of

understanding or similar arrangements granting investors or third parties different rights, terms or conditions (including, without limitation, reductions in management fees, performance compensation, withdrawal, transparency, expenses, revenue share, reporting,

“most favored nations”, indemnification and exculpation or other preferential terms, such as access to co-investment opportunities) without notice or consent of other investors. No

side letter provided to an investor or a third party by a Fund or us or any of our affiliates

will necessarily entitle any other investor or third party (who do not otherwise also have in place side letters) to the rights granted in such side letter.

The Funds primarily invest in private transactions that are not executed on an exchange and typically does not utilize broker-dealers in carrying out transactions. In the limited circumstance where more than one Fund holds a public stock position in the same security

and the Firm seeks to sell the holding, the Firm will seek best execution and evaluate on a case-by-case basis whether aggregating the sale of securities for the various Funds is in

their best interest and is appropriate under the circumstances.

Investors in the Funds will generally receive unaudited reports of performance quarterly and will receive audited year-end financial statements annually.