DC Invest operates an investment platform (the “Platform”) on which eligible investors (“Platform Investors”) can search investment opportunities and make investments in private placement transactions indirectly through pooled investment vehicles (“Platform Funds”). The private placement transactions available on the Platform engage primarily in pre-IPO securities of private companies.

DC Invest has two subsidiaries:

DC Invest, a broker-dealer registered with the Financial Industry Regulatory Authority that acts as a placement agent for transactions on the Platform.

DC Invest, an investment adviser exempt from registration with the Securities and Exchange Commission. DC Invest manages and exercises investment decisions with respect to certain pooled investment vehicles (“Discretionary Funds”).

The “Discretionary Funds,” like the Platform Funds, invest in privately placed securities, primarily pre-IPO securities of private companies, available on the Platform. Investors in Discretionary Funds are referred to as Discretionary Fund Investors.

An investor may be both a discretionary fund investor and a platform investor.

DC Invest and its affiliates believe that investment opportunities on the platform must be allocated between platform investors and discretionary funds and platform funds in a fair and equitable manner, without favoring or disadvantaging any individual, group or client over any other individual, group or client. At the same time, DC Invest’s allocation policy must take into account the nature of the pre-IPO private investment opportunities on the platform and the practicality of adopting and implementing a particular allocation methodology. Due to limitations on the number of investors in an investment vehicle, within the framework of various exceptions that platform funds and/or wealth funds may rely on, other capacity limitations that may relate to certain investment opportunities, and other factors, pro rata allocations to platform investors or investors in wealth funds are often not feasible.

In order to ensure the fair distribution of investment opportunities between platform funds and platform investors and asset management funds and to avoid and/or mitigate potential conflicts of interest, DC Invest has established the following allocation guidelines with respect to investment opportunities available on the platform (“Platform Investment Opportunities”) in which an asset management fund enters into an investment commitment.

Certain DC Invest employees participate in the preparation and/or review of email distributions relating to Platform opportunities (the “Investor Email”) and otherwise have knowledge of Platform investment opportunities prior to such information being distributed to Platform Investors. In addition, one or more of these DC Invest employees are or will become members of the investment committee of one or more asset funds. To avoid conflicts of interest related to such prior knowledge, and given the anticipated difficulties in implementing a pro rata allocation method for pre-IPO securities, DC Invest will generally allocate all investment opportunities to the greatest extent possible on a first-come, first-served rotation basis based on the order in which a commitment to an opportunity is received.

Any Platform Investor or asset fund that closes out of a particular opportunity to invest in a security will be rotated to the next allocable opportunity in that investment. In evaluating which discretionary fund or platform investor to allocate a particular Platform Investment Opportunity to at any given time, DC Invest may also consider factors such as historical investments, fairness to other investors on the Platform, the interests and investment objectives of a particular Investor, available investment capacity, planned investment size, whether or not an Investor has previously transacted with a DC Invest, an Investor’s ability to transfer funds from a DC Invest Investor Account or otherwise meet time requirements established by DC Invest, and other timing considerations related to a particular Investment (such as the ability to complete a particular Investment within a certain time frame) (“Additional Factors”). If a Platform Investment Opportunity does not close the full amount intended, allocations to investors in that transaction, whether Platform Investors or Platform Funds, will be made to interested Investors on a first-come, first-served rotation basis based on the order in which a commitment to an Investment Opportunity was made. A discretionary fund does not commit to investing in a platform investment opportunity in order for such platform investment opportunity to reach a minimum required to continue.

If an Asset Management Fund has committed to a Platform Investment Opportunity within the last 3 days of opening an investment opportunity, the Investment Committee of that Asset Management Fund or similar authority must explain in writing the basis for the investment or otherwise demonstrate that the commitment was not made to meet a commitment minimum. If multiple Discretionary Funds with the same investment strategy or overlapping investment strategies seek to invest in the same Platform Investment Opportunity: If the total size of the available Platform Investment Opportunities allows, multiple Asset Management Fund investments in the requested investment size may be accepted for each Management Fund. If the available Platform Investment Opportunity size is less than the total requested investment size for all Discretionary Funds seeking an investment, the Platform Investment Opportunity will be allocated to each Discretionary Fund in good faith based on the rotation and criteria-based methodology set out above, including the additional factors. In making the allocation, the Investment Committee will not allocate allocations between Discretionary Funds based on fees paid, availability of carried interest, performance relative to any applicable high water mark, or the presence or absence of any related or relative size of related investments in the Discretionary Fund. Asset Funds and Platform Investors will be treated equally and consistently.

As noted above, all Platform Investment Opportunities will be allocated to Discretionary Funds and Platform Investors on a rotational basis, i.e. based on the order in which a commitment is made. This allocation priority is consistent with the priority allocated to Platform Investors. A Discretionary Fund committing to an oversubscribed Platform Investment Opportunity will be treated like any other Platform Investor in relation to a waiting list, unallocated or partially allocated demand or other similar procedures, including any opportunities to subscribe to a subsequent Fund ahead of the investor via email. Platform Investment Opportunities with a waiting list or expected to be oversubscribed will be allocated to Platform Investors and/or Wealth Fund Investors in an order determined by the date of their completed reservation, typically on a first come, first served basis, subject to the Additional Factors. Deviation from these allocation policies on a case-by-case basis is permitted. However, such deviation must be fair and equitable and documented in writing (including the actual methodology used).

These allocation policies will be disclosed prominently on the DC Invest website, in the offering documents of each Platform Investment Opportunity and the offering documents of each Discretionary Fund. With respect to Discretionary Funds that have closed prior to the adoption of this Allocation Policy and whose investment periods have not yet expired, written notification of this Allocation Policy will be provided to all investors in such Discretionary Funds.