CLOSING CHECKLIST — SIDE LETTER PACKAGE (FIRST CLOSE)

CLOSING CHECKLIST — SIDE LETTER PACKAGE (FIRST CLOSE)
PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
Prepared by: Calderwood & Harkness LLP 555 California Street, 40th Floor San Francisco, CA 94104
Prepared for: Pinnacle Venture Capital Management LLC as General Partner of Pinnacle Venture Fund II LP 2400 Sand Hill Road, Suite 320 Menlo Park, CA 94025
Date: As of January 15, 2026 (First Close Target Date)
Matter: Pinnacle Venture Fund II LP — Anchor LP Side Letter Package
Engagement Team:
Distribution:
This checklist and all attachments hereto are distributed solely to the following individuals and should not be forwarded, copied, or disclosed to any other person without the prior written consent of Calderwood & Harkness LLP:
•  Rajesh Mehta, Co-Founder & Managing Partner, Pinnacle Venture Capital Management LLC
•  Claire Dubois, Co-Founder & Managing Partner, Pinnacle Venture Capital Management LLC
•  Nicholas Stern, Partner, Calderwood & Harkness LLP
•  Owen Fischer, Associate, Calderwood & Harkness LLP
•  Stephen Adler, Associate, Calderwood & Harkness LLP
Status Legend:
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I. INTRODUCTION AND INSTRUCTIONS
This Closing Checklist (this "Checklist") has been prepared by Calderwood & Harkness LLP ("C&H") in its capacity as fund counsel to Pinnacle Venture Capital Management LLC (the "General Partner" or "GP"), the general partner of Pinnacle Venture Fund II LP (the "Fund" or "Fund II"), a Delaware limited partnership. The purpose of this Checklist is to track all deliverables required for the execution and closing of the side letter package in connection with the First Close of the Fund, which is targeted for January 15, 2026 (the "First Close" or the "First Close Date").
The side letters described herein supplement and, to the extent of any conflict between the provisions of a side letter and the corresponding provisions of the partnership agreement, modify solely as between the General Partner and the applicable limited partner, the Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of the First Close (the "LPA"). In all cases, the side letters are intended to be read in conjunction with the LPA, and any capitalized terms used in the side letters and not otherwise defined therein have the meanings assigned to them in the LPA.
Three anchor limited partners are party to individually negotiated side letters at the First Close:
1.  Cascadia Public Employees' Retirement System ("CPERS") — Capital commitment of $75,000,000, representing approximately 12.5% of the Fund's $600,000,000 target fund size. CPERS is a governmental pension plan organized under the laws of the State of Washington.
2.  Northstar Endowment Partners LLC ("Northstar" or "NEP") — Capital commitment of $50,000,000, representing approximately 8.33% of the Fund's $600,000,000 target fund size. Northstar is a Delaware limited liability company that serves as the investment vehicle for the Veltrano University endowment's allocation to venture capital and growth equity.
3.  Brindoval Family Office Holdings LP ("Brindoval") — Capital commitment of $40,000,000, representing approximately 6.67% of the Fund's $600,000,000 target fund size. Brindoval is a Delaware limited partnership that functions as the principal investment vehicle for the Raines family single-family office.
The total aggregate capital commitments from the three anchor limited partners at the First Close amount to $165,000,000, representing approximately 27.5% of the Fund's $600,000,000 target fund size. These anchor commitments form the foundation of the Fund's investor base and are expected to represent the largest individual LP commitments in the Fund at the Final Close.
All side letters and the LPA are governed by the laws of the State of Delaware, without regard to conflict of law principles that would result in the application of the laws of any other jurisdiction.
Responsible Party abbreviations. The following abbreviations are used throughout this Checklist to identify the party or parties responsible for each deliverable:
•  C&H — Calderwood & Harkness LLP (fund counsel to the General Partner)
•  GP — Pinnacle Venture Capital Management LLC, as general partner of Pinnacle Venture Fund II LP
•  LP Counsel — The applicable limited partner's outside legal counsel, as follows:
•  Whitfield & Gage LLP (Sandra Okafor, Partner) — counsel to Cascadia Public Employees' Retirement System
•  Hollander McKee & Stone LLP (David Tannenbaum, Partner) — counsel to Northstar Endowment Partners LLC
•  Prescott & Langley LLP (Angela Ferris, Partner) — counsel to Brindoval Family Office Holdings LP
Instructions for Use. Each item in this Checklist should be marked with its current status (using the Status Legend set forth on the cover page) and the date on which the status was last updated. As documents move from draft to final to executed status, the responsible party should notify Owen Fischer at C&H so that the master version of this Checklist can be updated. All final, fully executed versions of the documents and deliverables described herein will be compiled into the closing binder (physical and electronic) promptly following the First Close. Stephen Adler at C&H will be responsible for the compilation and indexing of the closing binder.
This Checklist covers only the side letter package deliverables. The main Fund Closing Checklist (maintained separately by C&H) covers all other First Close deliverables, including subscription agreements, LPA execution by all limited partners, partnership tax matters (including tax identification numbers, FATCA/CRS classifications, and IRS Form W-9 or W-8 collection), state and federal regulatory filings, banking and custody arrangements, and related matters.
II. EXECUTED SIDE LETTERS
Item 1: Side Letter — Cascadia Public Employees' Retirement System
Description: Execution copy of the Side Letter (the "CPERS Side Letter") between Pinnacle Venture Capital Management LLC, in its capacity as general partner of Pinnacle Venture Fund II LP, and Cascadia Public Employees' Retirement System, dated as of the First Close (January 15, 2026). The CPERS Side Letter sets forth certain rights, obligations, and modifications to the LPA that are applicable solely as between the General Partner and CPERS.
Key Provisions Covered:
(a) Management Fee Reduction. Reduction of the management fee payable by CPERS to 1.75% per annum on committed capital during the Investment Period (representing a 25 basis point discount from the standard 2.00% management fee set forth in Section 6.1 of the LPA). Following the expiration of the Investment Period, CPERS will pay the management fee at the standard rate of 2.00% per annum on invested capital, consistent with the LPA.
(b) Excuse Rights. Right of CPERS to be excused from participating in any Fund investment in a portfolio company that derives more than 15% of its revenues from the manufacture, distribution, or sale of tobacco products or firearms and related accessories, in each case as determined in good faith by the General Partner. The General Partner shall provide CPERS with reasonable prior written notice of any proposed investment that it believes may trigger this excuse right and shall afford CPERS a period of not less than ten (10) business days to exercise such right.
(c) Enhanced Quarterly Reporting. Entitlement to enhanced quarterly reports including sector-level performance attribution, detailed portfolio company metrics (including revenue growth, customer acquisition costs, and net retention rates), and a narrative discussion of portfolio developments, in addition to the standard quarterly reports provided to all limited partners under the LPA.
(d) FOIA / Public Records Protection Carve-Outs. Acknowledgment by the General Partner that CPERS is a governmental plan subject to the Washington Public Records Act (RCW 42.56) and related public disclosure requirements. Provisions establishing (i) the General Partner's obligation to label confidential or proprietary information as such, (ii) CPERS's obligation to notify the General Partner promptly (and in any event within five (5) business days) of any public records request that could require disclosure of Fund-related information, and (iii) the General Partner's right to seek a protective order or other appropriate remedy prior to any such disclosure.
(e) Co-Investment Rights. Right to participate in co-investment opportunities alongside the Fund, with no management fee or carried interest charged on co-invested capital. Co-investment allocations shall be offered to CPERS on a pro rata basis relative to its commitment to the Fund, subject to the General Partner's discretion regarding allocation among all co-investment-eligible limited partners.
(f) Most Favored Nation Election Right. Right to elect to receive the benefit of any more favorable terms granted to any other limited partner in the Fund (subject to certain Excluded Provisions as described in Section IX of this Checklist), in accordance with the MFN election procedures established in the side letters and the procedures letter to be delivered following the Final Close.
(g) Tax-Exempt Status Representations. Representations by CPERS regarding its status as a tax-exempt entity under Section 115 of the Internal Revenue Code of 1986, as amended.
Commitment Amount: $75,000,000
Responsible Party: C&H (prepare final execution version); GP (execute on behalf of the Fund); LP Counsel — Whitfield & Gage LLP (Sandra Okafor) (obtain LP execution)
Number of Originals Required: Two (2) — one original for the General Partner's files and one original for CPERS's files.
Status: [   ]
Date Last Updated: ___
Item 2: Side Letter — Northstar Endowment Partners LLC
Description: Execution copy of the Side Letter (the "Northstar Side Letter") between Pinnacle Venture Capital Management LLC, in its capacity as general partner of Pinnacle Venture Fund II LP, and Northstar Endowment Partners LLC, dated as of the First Close (January 15, 2026). The Northstar Side Letter sets forth certain rights, obligations, and modifications to the LPA that are applicable solely as between the General Partner and Northstar.
Key Provisions Covered:
(a) Management Fee Reduction. Reduction of the management fee payable by Northstar to 1.85% per annum on committed capital during the Investment Period (representing a 15 basis point discount from the standard 2.00% management fee set forth in Section 6.1 of the LPA). Following the expiration of the Investment Period, Northstar will pay the management fee at the standard rate of 2.00% per annum on invested capital, consistent with the LPA.
(b) Advisory Committee Seat. Right to designate one (1) representative to serve on the Fund's Advisory Committee established under Section 9.1 of the LPA. Northstar's initial designee is expected to be Helen Bancroft, Director of Private Investments, or such other individual as Northstar may designate from time to time upon written notice to the General Partner.
(c) Key-Person Event Notification. Right to receive prompt written notification (and in any event within five (5) business days) in the event that either Rajesh Mehta or Claire Dubois ceases to devote substantially all of his or her business time and attention to the affairs of the Fund (a "Key Person Event"), together with a description of the General Partner's plan to address the Key Person Event. This notification right is in addition to, and does not limit, the Key Person Event provisions set forth in Section 8.3 of the LPA.
(d) Co-Investment Rights. Right to participate in co-investment opportunities alongside the Fund on terms substantially similar to those described in the CPERS Side Letter (Item 1, clause (e) above).
(e) Transfer Rights. Right to transfer all or a portion of Northstar's limited partnership interest in the Fund to one or more affiliated endowment investment vehicles of Veltrano University, without the prior written consent of the General Partner that would otherwise be required under Section 10.2 of the LPA, provided that (i) such transfer complies with all applicable securities laws, (ii) the transferee executes such documents as the General Partner may reasonably require (including a joinder to the LPA and, if applicable, a counterpart to the Northstar Side Letter), and (iii) such transfer would not cause the Fund to be treated as a "publicly traded partnership" for U.S. federal income tax purposes.
(f) ERISA Representation Waiver. Representation by Northstar that it is not, and the assets being contributed by it to the Fund do not constitute "plan assets" of, an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), nor is Northstar subject to the provisions of ERISA. The standard ERISA representations in the subscription agreement shall be modified accordingly.
(g) Most Favored Nation Election Right. Right to elect to receive the benefit of any more favorable terms granted to any other limited partner in the Fund (subject to certain Excluded Provisions as described in Section IX of this Checklist), in accordance with the MFN election procedures established in the side letters and the procedures letter to be delivered following the Final Close.
Commitment Amount: $50,000,000
Responsible Party: C&H (prepare final execution version); GP (execute on behalf of the Fund); LP Counsel — Hollander McKee & Stone LLP (David Tannenbaum) (obtain LP execution)
Number of Originals Required: Two (2) — one original for the General Partner's files and one original for Northstar's files.
Status: [   ]
Date Last Updated: ___
Item 3: Side Letter — Brindoval Family Office Holdings LP
Description: Execution copy of the Side Letter (the "Brindoval Side Letter") between Pinnacle Venture Capital Management LLC, in its capacity as general partner of Pinnacle Venture Fund II LP, and Brindoval Family Office Holdings LP, dated as of the First Close (January 15, 2026). The Brindoval Side Letter sets forth certain rights, obligations, and modifications to the LPA that are applicable solely as between the General Partner and Brindoval.
Key Provisions Covered:
(a) Opt-Out Rights. Right of Brindoval to elect not to participate in any Fund investment in a portfolio company that the General Partner determines, in good faith and after consultation with Brindoval, to be directly competitive with any software-as-a-service ("SaaS") business owned or controlled by the Raines family or any of its affiliated entities. The General Partner shall provide Brindoval with reasonable prior written notice of any proposed investment that it believes may trigger this opt-out right, together with a summary description of the proposed portfolio company's business sufficient for Brindoval to make an informed determination, and shall afford Brindoval a period of not less than ten (10) business days to exercise such right. For the avoidance of doubt, Brindoval's exercise of this opt-out right shall not reduce its unfunded commitment to the Fund.
(b) Co-Investment Rights. Right to participate in co-investment opportunities alongside the Fund on terms consistent with those made available to other co-investment-eligible limited partners, subject to the General Partner's discretion regarding allocation.
(c) Management Fee / Carried Interest Netting. Right to have management fees paid by Brindoval netted against distributions of carried interest otherwise payable to the General Partner with respect to Brindoval's interest in the Fund. This netting mechanism applies at the time of each distribution and effectively reduces the General Partner's carried interest allocation attributable to Brindoval's interest by the aggregate amount of management fees previously paid by Brindoval.
(d) Information Rights. Entitlement to enhanced information rights aligned with the Institutional Limited Partners Association ("ILPA") best practices, including (i) annual audited financial statements delivered within 90 days following the end of each fiscal year, (ii) unaudited quarterly financial statements delivered within 45 days following the end of each fiscal quarter, (iii) capital account statements, and (iv) annual meeting or investor update access.
(e) Most Favored Nation Election Right. Right to elect to receive the benefit of any more favorable terms granted to any other limited partner in the Fund (subject to certain Excluded Provisions as described in Section IX of this Checklist), in accordance with the MFN election procedures established in the side letters and the procedures letter to be delivered following the Final Close.
(f) Management Fee Rate. Standard management fee of 2.00% per annum on committed capital during the Investment Period (no discount from the standard rate set forth in Section 6.1 of the LPA). Post-Investment Period management fee at the standard rate of 2.00% per annum on invested capital.
Commitment Amount: $40,000,000
Responsible Party: C&H (prepare final execution version); GP (execute on behalf of the Fund); LP Counsel — Prescott & Langley LLP (Angela Ferris) (obtain LP execution)
Number of Originals Required: Two (2) — one original for the General Partner's files and one original for Brindoval's files.
Status: [   ]
Date Last Updated: ___
III. SIGNATURE PAGES
Item 4: GP Signature Pages — All Side Letters
Description: Signature pages executed by Pinnacle Venture Capital Management LLC, in its capacity as general partner of Pinnacle Venture Fund II LP, for each of the three anchor LP side letters described in Section II of this Checklist. Each signature page should reflect the execution by the General Partner of the applicable side letter and should be dated as of the First Close (January 15, 2026).
Authorized Signatories: The following individuals are authorized to execute the side letters on behalf of the General Partner, and any one of them acting alone shall have full authority to bind the General Partner:
•  Rajesh Mehta, Co-Founder & Managing Partner
•  Claire Dubois, Co-Founder & Managing Partner
Number Required: Three (3) sets — one executed GP signature page for each of the following side letters:
(i) CPERS Side Letter (Item 1)
(ii) Northstar Side Letter (Item 2)
(iii) Brindoval Side Letter (Item 3)
Responsible Party: GP
Notes: C&H will provide the form of signature page for each side letter. The GP should review and confirm that the name, title, and capacity lines are correct before execution. Signature pages may be executed in counterpart and delivered by PDF or other electronic transmission, with originals to follow by overnight courier.
Status: [   ]
Date Last Updated: ___
Item 5: LP Signature Page — Cascadia Public Employees' Retirement System
Description: Signature page executed by a duly authorized representative of Cascadia Public Employees' Retirement System, evidencing CPERS's execution of and agreement to be bound by the terms and conditions of the CPERS Side Letter (Item 1).
Expected Signatory: Martin Albrecht, Chief Investment Officer, Cascadia Public Employees' Retirement System, or such other duly authorized officer of CPERS as may be identified in the incumbency certificate delivered pursuant to Item 8 of this Checklist.
Responsible Party: LP Counsel — Whitfield & Gage LLP (Sandra Okafor)
Notes: C&H will provide the form of LP signature page. Whitfield & Gage LLP should confirm the identity and title of the authorized signatory and ensure that all requisite internal approvals (including any board or investment committee approvals required under CPERS's governing documents and applicable Washington State law) have been obtained prior to execution. An executed copy of the signature page should be delivered to Owen Fischer at C&H by PDF, with originals to follow.
Status: [   ]
Date Last Updated: ___
Item 6: LP Signature Page — Northstar Endowment Partners LLC
Description: Signature page executed by a duly authorized representative of Northstar Endowment Partners LLC, evidencing Northstar's execution of and agreement to be bound by the terms and conditions of the Northstar Side Letter (Item 2).
Expected Signatory: Helen Bancroft, Director of Private Investments, Northstar Endowment Partners LLC, or such other duly authorized officer or manager of Northstar as may be identified in the incumbency certificate or manager's certificate delivered pursuant to Item 9 of this Checklist.
Responsible Party: LP Counsel — Hollander McKee & Stone LLP (David Tannenbaum)
Notes: C&H will provide the form of LP signature page. Hollander McKee & Stone LLP should confirm the identity and title of the authorized signatory and ensure that all requisite internal approvals (including any approvals required under Northstar's operating agreement and any oversight or governance requirements of Veltrano University's Board of Trustees or investment committee) have been obtained prior to execution. An executed copy of the signature page should be delivered to Owen Fischer at C&H by PDF, with originals to follow.
Status: [   ]
Date Last Updated: ___
Item 7: LP Signature Page — Brindoval Family Office Holdings LP
Description: Signature page executed by a duly authorized representative of Brindoval Family Office Holdings LP, acting through its general partner or other authorized signatory, evidencing Brindoval's execution of and agreement to be bound by the terms and conditions of the Brindoval Side Letter (Item 3).
Expected Signatory: Jonathan Raines, Principal, Brindoval Family Office Holdings LP (or, if Brindoval executes through its general partner, such authorized representative of the general partner as may be identified in the incumbency certificate delivered pursuant to Item 10 of this Checklist).
Responsible Party: LP Counsel — Prescott & Langley LLP (Angela Ferris)
Notes: C&H will provide the form of LP signature page. Prescott & Langley LLP should confirm the signatory capacity (i.e., whether execution is by Brindoval directly through an authorized representative or through its general partner) and provide the appropriate form of signature block. An executed copy of the signature page should be delivered to Owen Fischer at C&H by PDF, with originals to follow.
Status: [   ]
Date Last Updated: ___
IV. INCUMBENCY CERTIFICATES
Item 8: Incumbency Certificate — Cascadia Public Employees' Retirement System
Description: Certificate of incumbency identifying the authorized signatory or signatories of Cascadia Public Employees' Retirement System who are empowered to execute the CPERS Side Letter and all related Fund subscription and organizational documents on behalf of CPERS. The certificate should identify each authorized signatory by name and title, include a specimen signature for each, and certify that such individuals have been duly authorized to act on behalf of CPERS in connection with the Fund commitment.
Entity Type: Washington State governmental pension plan. As a governmental entity, CPERS is not organized under the Delaware Revised Uniform Limited Partnership Act or similar state entity statute; accordingly, the incumbency certificate should reference the applicable provisions of Washington State law and/or CPERS's governing documents (including any board resolution or delegation of authority) under which the signatory has been authorized to act.
Responsible Party: LP Counsel — Whitfield & Gage LLP (Sandra Okafor)
Notes: If CPERS's board of trustees or investment committee has adopted a specific resolution authorizing the investment in the Fund, a certified copy of such resolution should accompany the incumbency certificate or be incorporated by reference therein. C&H will accept the incumbency certificate in the form customarily provided by CPERS in connection with its private fund investments.
Status: [   ]
Date Last Updated: ___
Item 9: Incumbency Certificate — Northstar Endowment Partners LLC
Description: Certificate of incumbency (or manager's certificate, as applicable) identifying the authorized signatory or signatories of Northstar Endowment Partners LLC who are empowered to execute the Northstar Side Letter and all related Fund subscription and organizational documents on behalf of Northstar. The certificate should identify each authorized signatory by name and title, include a specimen signature for each, and certify that such individuals have been duly authorized to act on behalf of Northstar in accordance with its operating agreement.
Entity Type: Delaware limited liability company. Northstar is organized under the Delaware Limited Liability Company Act and serves as the dedicated investment vehicle for the Veltrano University endowment's allocation to venture capital and growth equity strategies.
Responsible Party: LP Counsel — Hollander McKee & Stone LLP (David Tannenbaum)
Notes: The incumbency certificate or manager's certificate should confirm that the execution of the side letter and related documents has been duly authorized under Northstar's operating agreement and any applicable investment guidelines or policies of Veltrano University. If the operating agreement requires approval of a specific manager or committee for commitments of this size, the certificate should reference such approval.
Status: [   ]
Date Last Updated: ___
Item 10: Incumbency Certificate — Brindoval Family Office Holdings LP
Description: Certificate of incumbency identifying the authorized signatory or signatories of Brindoval Family Office Holdings LP (or, if applicable, its general partner) who are empowered to execute the Brindoval Side Letter and all related Fund subscription and organizational documents on behalf of Brindoval. The certificate should identify each authorized signatory by name and title, include a specimen signature for each, and certify that such individuals have been duly authorized to act on behalf of Brindoval in accordance with its limited partnership agreement.
Entity Type: Delaware limited partnership (single-family office). Brindoval is organized under the Delaware Revised Uniform Limited Partnership Act and is controlled by the Raines family. If Brindoval executes documents through its general partner, the incumbency certificate should address the authority of both the general partner entity and the individual(s) signing on its behalf.
Responsible Party: LP Counsel — Prescott & Langley LLP (Angela Ferris)
Notes: Prescott & Langley LLP should confirm whether Brindoval executes through its general partner or through a directly authorized individual (e.g., Jonathan Raines as Principal). The form of incumbency certificate should be consistent with the signatory capacity reflected on the LP signature page (Item 7).
Status: [   ]
Date Last Updated: ___
V. LP QUESTIONNAIRES AND SUBSCRIPTION AGREEMENTS (CROSS-REFERENCE)
The following items are tracked primarily on the main Fund Closing Checklist maintained by C&H. They are included in this Checklist on a cross-reference basis because the investor questionnaires contain representations and certifications that are directly relevant to the side letter provisions (e.g., CPERS's tax-exempt status under IRC § 115, Northstar's ERISA status, and each LP's accredited investor and qualified purchaser status).
Item 11: Investor Questionnaire — Cascadia Public Employees' Retirement System
Description: Completed investor questionnaire for CPERS, including the following representations and certifications:
(a) Tax status representations, including confirmation that CPERS is a tax-exempt entity under Section 115 of the Internal Revenue Code of 1986, as amended (integral part of a state or political subdivision thereof), and representations regarding UBTI sensitivity and state tax exemptions;
(b) Accredited investor representations under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended;
(c) Qualified purchaser representations under Section 2(a)(51) of the Investment Company Act of 1940, as amended (confirming that CPERS is a "qualified purchaser" as defined therein);
(d) OFAC/AML certifications, including representations that CPERS is not a "Specially Designated National" or "Blocked Person" within the meaning of regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and that the funds committed to the Fund are not derived from or related to any illegal activities;
(e) Beneficial ownership information, as required under the Corporate Transparency Act and applicable FinCEN regulations (to the extent applicable to governmental entities).
Cross-Reference: Subscription Agreement for CPERS ($75,000,000 commitment) — tracked separately on the main Fund Closing Checklist, Item [__].
Responsible Party: LP Counsel — Whitfield & Gage LLP (Sandra Okafor) (to complete and deliver); GP (to review and confirm sufficiency)
Status: [   ]
Date Last Updated: ___
Item 12: Investor Questionnaire — Northstar Endowment Partners LLC
Description: Completed investor questionnaire for Northstar, including the following representations and certifications:
(a) ERISA status representations, including confirmation that Northstar is not, and the assets being contributed by it to the Fund do not constitute "plan assets" of, an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and that Northstar is not subject to the provisions of ERISA. This representation is directly relevant to the ERISA representation waiver set forth in the Northstar Side Letter (Item 2, clause (f));
(b) Accredited investor representations under Rule 501(a) of Regulation D;
(c) Qualified purchaser representations under Section 2(a)(51) of the Investment Company Act of 1940;
(d) OFAC/AML certifications, consistent with the requirements described in Item 11 above;
(e) Beneficial ownership information, as required under the Corporate Transparency Act and applicable FinCEN regulations.
Cross-Reference: Subscription Agreement for Northstar ($50,000,000 commitment) — tracked separately on the main Fund Closing Checklist, Item [__].
Responsible Party: LP Counsel — Hollander McKee & Stone LLP (David Tannenbaum) (to complete and deliver); GP (to review and confirm sufficiency)
Status: [   ]
Date Last Updated: ___
Item 13: Investor Questionnaire — Brindoval Family Office Holdings LP
Description: Completed investor questionnaire for Brindoval, including the following representations and certifications:
(a) Accredited investor representations under Rule 501(a) of Regulation D;
(b) Qualified purchaser representations under Section 2(a)(51) of the Investment Company Act of 1940;
(c) OFAC/AML certifications, consistent with the requirements described in Item 11 above;
(d) Beneficial ownership information, as required under the Corporate Transparency Act and applicable FinCEN regulations, including identification of the Raines family members who are beneficial owners of Brindoval.
Cross-Reference: Subscription Agreement for Brindoval ($40,000,000 commitment) — tracked separately on the main Fund Closing Checklist, Item [__].
Responsible Party: LP Counsel — Prescott & Langley LLP (Angela Ferris) (to complete and deliver); GP (to review and confirm sufficiency)
Status: [   ]
Date Last Updated: ___
VI. GP ORGANIZATIONAL DOCUMENTS AND CERTIFICATES
Item 14: Secretary's / Officer's Certificate of the General Partner
Description: Certificate executed by the secretary or an officer of Pinnacle Venture Capital Management LLC certifying the following matters as of the First Close Date:
(a) That the managing members (or the board of managers, as applicable) of Pinnacle Venture Capital Management LLC have duly adopted resolutions authorizing the execution, delivery, and performance by the General Partner of the LPA, each of the three anchor LP side letters described in Section II of this Checklist, the subscription agreements, and all other documents and agreements to be executed in connection with the First Close of the Fund (collectively, the "Fund Documents"), and that such resolutions have not been amended, modified, or rescinded and remain in full force and effect;
(b) That Rajesh Mehta, Co-Founder & Managing Partner, and Claire Dubois, Co-Founder & Managing Partner, are duly elected and serving officers of the General Partner and are authorized to execute the Fund Documents on behalf of the General Partner, together with specimen signatures of each such individual;
(c) That Pinnacle Venture Capital Management LLC is in good standing under the laws of the State of Delaware as of a recent date (referencing the good standing certificate delivered pursuant to Item 17 of this Checklist);
(d) That no amendment, modification, or supplement to the operating agreement of Pinnacle Venture Capital Management LLC has been adopted since the date of formation that would affect the authority of the General Partner or its authorized signatories to execute and deliver the Fund Documents.
Responsible Party: GP (to execute the certificate); C&H (to provide the form of certificate for the GP's use)
Notes: C&H will circulate a draft form of officer's certificate to the GP for review. The GP should review the certificate carefully to confirm the accuracy of all statements and certifications contained therein. The certificate should be executed by an officer of the General Partner other than the authorized signatories being certified (if practicable) or, if the General Partner has only two managing members, by both managing members with appropriate disclosure.
Status: [   ]
Date Last Updated: ___
Item 15: Certified Copy of Delaware Certificate of Limited Partnership
Description: Certified copy of the Certificate of Limited Partnership of Pinnacle Venture Fund II LP, as filed with the Office of the Secretary of State of the State of Delaware on August 12, 2025, under File Number 7924813. The certified copy should bear the official certification stamp or seal of the Delaware Secretary of State.
Issuing Authority: Office of the Secretary of State, State of Delaware, 401 Federal Street, Suite 4, Dover, DE 19901
Responsible Party: GP (to order from the Delaware Secretary of State or through the Fund's registered agent, Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801)
Notes: Processing times for certified copies from the Delaware Secretary of State vary; expedited processing is available for an additional fee. Given the January 15, 2026 First Close target, the request should be submitted no later than January 2, 2026 (assuming 24-hour expedited processing) or December 15, 2025 (for standard processing). The GP should coordinate with Capitol Registered Agents Inc. regarding the most efficient processing method.
Status: [   ]
Date Last Updated: ___
Item 16: Good Standing Certificate — Pinnacle Venture Fund II LP (Delaware)
Description: Certificate of good standing (also referred to as a certificate of status or certificate of existence) for Pinnacle Venture Fund II LP, issued by the Office of the Secretary of State of the State of Delaware. The certificate must be dated not more than thirty (30) days prior to the First Close Date (i.e., dated no earlier than December 16, 2025).
Responsible Party: GP (to order through Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801)
Notes: The good standing certificate confirms that the Fund has been duly formed, that all required franchise taxes and annual report fees have been paid, and that the Fund has not been cancelled, revoked, or otherwise terminated. Given the 30-day freshness requirement, the GP should plan to order the certificate in early January 2026 to ensure it falls within the acceptable date range.
Status: [   ]
Date Last Updated: ___
Item 17: Good Standing Certificate — Pinnacle Venture Capital Management LLC (Delaware)
Description: Certificate of good standing (also referred to as a certificate of status or certificate of existence) for Pinnacle Venture Capital Management LLC, issued by the Office of the Secretary of State of the State of Delaware. The certificate must be dated not more than thirty (30) days prior to the First Close Date (i.e., dated no earlier than December 16, 2025).
Responsible Party: GP (to order through Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801)
Notes: This certificate confirms the good standing of the General Partner entity itself (as distinguished from the Fund's good standing certificate addressed in Item 16). Both certificates should be ordered concurrently to ensure timely delivery. The same 30-day freshness requirement applies.
Status: [   ]
Date Last Updated: ___
VII. SEC REGISTRATION AND REGULATORY EVIDENCE
Item 18: Evidence of GP's SEC Registration under the Investment Advisers Act of 1940
Description: Copy of the current Form ADV (Parts 1 and 2, including Part 2A — Firm Brochure and Part 2B — Brochure Supplement) or other documentary evidence confirming that Pinnacle Venture Capital Management LLC is a registered investment adviser with the United States Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The SEC File Number for the General Partner's registration is 801-XXXXX (to be confirmed by C&H upon receipt of the current Form ADV).
Regulatory Framework:
The General Partner is separately registered with the SEC as an investment adviser under the Advisers Act. The Fund itself is not registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), in reliance on the exemption from registration provided by Section 3(c)(1) of the 1940 Act (limiting the number of beneficial owners to not more than 100 persons) or Section 3(c)(7) of the 1940 Act (limiting investors to "qualified purchasers" as defined in Section 2(a)(51) of the 1940 Act). The Fund intends to rely primarily on the Section 3(c)(7) exemption, as all limited partners are expected to be qualified purchasers.
Responsible Party: GP (to provide the most current version of Form ADV, including all schedules and supplements); C&H (to verify the filing status, review the Form ADV for accuracy and completeness, and confirm the SEC File Number)
Notes: The Form ADV should reflect the Fund as a "private fund" under the Advisers Act and should include accurate information regarding the General Partner's assets under management, fee arrangements, conflicts of interest, and disciplinary history (if any). C&H will review the Form ADV to confirm consistency with the terms of the LPA and the side letters, particularly regarding fee disclosures and co-investment arrangements. If any amendments to the Form ADV are required in connection with the First Close, they should be filed with the SEC via the IARD system prior to or promptly following the First Close.
Status: [   ]
Date Last Updated: ___
VIII. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Item 19: Executed Amended and Restated Limited Partnership Agreement
Description: Fully executed copy of the Amended and Restated Limited Partnership Agreement of Pinnacle Venture Fund II LP, dated as of January 15, 2026 (the "LPA"). The LPA sets forth the comprehensive terms and conditions governing the Fund, including the rights and obligations of the General Partner and all limited partners, capital contributions and distributions, management fees and carried interest, investment restrictions, governance, reporting, transfers, dissolution, and other matters. All side letters described in Section II of this Checklist supplement and modify the LPA solely as between the General Partner and the applicable limited partner, and only to the extent expressly set forth in the applicable side letter. In the event of a conflict between the terms of a side letter and the terms of the LPA, the side letter shall control, but only as to the limited partner that is a party to such side letter.
Key LPA Terms (for Reference):
The following is a summary of certain key terms of the LPA, included for reference purposes only in connection with the review and finalization of the side letter package. This summary is not exhaustive and does not purport to be a complete description of the LPA.
•  Fund Target Size: $600,000,000
•  Fund Hard Cap: $750,000,000 (125% of target)
•  First Close: January 15, 2026
•  Final Close Deadline: July 15, 2026 (six months after First Close)
•  Management Fee (Investment Period): 2.00% per annum on committed capital, payable quarterly in advance, during the Investment Period (January 15, 2026 through January 15, 2031)
•  Management Fee (Post-Investment Period): 2.00% per annum on invested capital (cost basis of unrealized investments plus committed but uncalled capital for follow-on investments), payable quarterly in advance
•  Carried Interest: 20% of net profits, calculated on a whole-fund (aggregated) basis, subject to an 8% preferred return (compounded annually) and a 100% General Partner catch-up until the General Partner has received 20% of cumulative net profits, thereafter splitting 80% to limited partners and 20% to the General Partner
•  Preferred Return: 8% per annum, compounded annually
•  Clawback: Standard European-style clawback, with interim clawback testing on a rolling basis
•  Fund Term: Ten (10) years from the First Close (expiring January 15, 2036), with two (2) successive one-year extension periods at the discretion of the General Partner (latest possible termination date: January 15, 2038)
•  Key Persons: Rajesh Mehta, Co-Founder & Managing Partner, and Claire Dubois, Co-Founder & Managing Partner. A Key Person Event occurs if either Key Person ceases to devote substantially all of his or her professional time to the Fund.
•  Investment Focus: Early-stage and growth-stage venture capital investments in enterprise software and software-as-a-service (SaaS) companies, with a primary focus on North American and select European markets
•  GP Commitment: Not less than 2.0% of total commitments (expected approximately $12,000,000 at target fund size), funded pari passu with limited partner commitments
•  Advisory Committee: Composed of representatives of up to five (5) limited partners, appointed by the General Partner, to review and approve (as applicable) conflicts of interest, valuation matters, expense allocations, and extensions of the Fund term
Cross-Reference: The LPA is tracked on the main Fund Closing Checklist (maintained separately by C&H). All anchor limited partners must have executed counterpart signature pages to the LPA as a condition to the First Close. The LPA is included in this Checklist for cross-reference purposes to ensure that the side letter provisions are consistent with and properly cross-referenced to the corresponding LPA provisions.
Responsible Party: C&H (prepare final execution version of the LPA); GP (execute on behalf of the Fund); all LP Counsel (obtain LP counterpart signature page execution for their respective clients)
Status: [   ]
Date Last Updated: ___
IX. MOST FAVORED NATION ELECTION FRAMEWORK
Item 20: MFN Election Procedures Letter Template — Finalization
Description: Confirmation that the template most favored nation ("MFN") election procedures letter to be sent to MFN-eligible limited partners has been finalized and approved by the General Partner. The MFN procedures letter will be delivered to each MFN-eligible limited partner within fifteen (15) business days after the Final Close of the Fund (targeted for July 15, 2026). The procedures letter will enclose:
(i) A redacted compilation of all side letters entered into by the General Partner with limited partners in the Fund (the "MFN Side Letter Compilation"), with the identities of the limited partners that are parties to such side letters redacted and with Excluded Provisions (as defined below) redacted or omitted, as applicable; and
(ii) The MFN Election Form (Item 21), to be completed and returned by the electing limited partner within the MFN Election Period.
The MFN Election Period is thirty (30) calendar days commencing upon delivery of the MFN Side Letter Compilation and the MFN Election Form to the eligible limited partner.
MFN Eligibility Threshold. Only limited partners with aggregate capital commitments to the Fund equal to or greater than $25,000,000 are eligible to exercise the MFN election right. As of the First Close, all three anchor limited partners (CPERS, Northstar, and Brindoval) satisfy this threshold.
Categories of Excluded Provisions. The following categories of provisions are excluded from the MFN election process and may not be elected by an MFN-eligible limited partner (collectively, "Excluded Provisions"):
(a) Provisions that the General Partner has granted to a limited partner solely because such provisions are required to satisfy specific legal, regulatory, or tax requirements applicable to such limited partner and not generally applicable to all limited partners (e.g., FOIA/public records protection carve-outs for governmental pension plans such as CPERS; ERISA representations or waivers for endowment vehicles such as Northstar);
(b) Advisory committee seats and related governance rights;
(c) Portfolio company board observer rights;
(d) Any other terms that the General Partner reasonably determines, in its sole discretion, are specific to the legal, regulatory, tax, or organizational status of the limited partner to which they were originally granted and are not applicable to or appropriate for the limited partner seeking to elect such terms.
Note: The MFN procedures letter and MFN election form are not executed at the First Close. However, both templates must be in final approved form prior to or concurrently with the First Close to ensure compliance with the MFN framework established in each of the three anchor LP side letters and to facilitate prompt delivery following the Final Close.
Responsible Party: C&H (prepare and finalize the procedures letter template and the MFN Side Letter Compilation format); GP (review and approve the final forms of the procedures letter and compilation)
Status: [   ]
Date Last Updated: ___
Item 21: MFN Election Form Template — Finalization
Description: Confirmation that the standalone most favored nation election form template (the "MFN Election Form") has been finalized and approved by the General Partner. The MFN Election Form is the document that an MFN-eligible limited partner will complete and return to the General Partner to elect the benefit of one or more provisions from the MFN Side Letter Compilation.
Required Fields and Content. The MFN Election Form includes the following fields and sections:
(a) Name of the electing limited partner;
(b) Capital commitment amount of the electing limited partner (to verify compliance with the $25,000,000 MFN eligibility threshold);
(c) Date of the MFN election;
(d) Identification of the specific provisions elected by the limited partner, by reference to the section or item numbers assigned in the MFN Side Letter Compilation;
(e) Representations by the electing limited partner regarding its MFN eligibility, including confirmation that (i) the limited partner's capital commitment to the Fund is equal to or greater than $25,000,000, (ii) the limited partner has reviewed the MFN Side Letter Compilation and the MFN procedures letter, and (iii) the elected provisions are not Excluded Provisions;
(f) Signature block for the authorized representative of the electing limited partner;
(g) Return instructions, specifying that the completed and executed MFN Election Form must be delivered to Pinnacle Venture Capital Management LLC at 2400 Sand Hill Road, Suite 320, Menlo Park, CA 94025, Attention: Rajesh Mehta and Claire Dubois, with a copy to Calderwood & Harkness LLP at 555 California Street, 40th Floor, San Francisco, CA 94104, Attention: Owen Fischer.
Responsible Party: C&H (prepare and finalize the MFN Election Form template); GP (review and approve the final form)
Notes: Following receipt of a completed MFN Election Form, C&H will prepare a supplemental side letter or amendment for the electing limited partner incorporating the elected provisions, which will be circulated to the GP and the electing LP (and its counsel, if applicable) for execution.
Status: [   ]
Date Last Updated: ___
X. FUND SERVICE PROVIDER CONFIRMATIONS (CROSS-REFERENCE)
The following items are tracked primarily on the main Fund Closing Checklist. They are included in this Checklist on a cross-reference basis because the service providers identified below will play a role in the administration of certain side letter provisions, including the calculation and billing of discounted management fees, the preparation of enhanced reports, and the processing of capital calls and distributions.
Item 22: Fund Administrator Engagement Confirmation
Description: Confirmation that Meridian Fund Services LLC has been engaged as the fund administrator for Pinnacle Venture Fund II LP. Meridian will be responsible for, among other things, the calculation of net asset value ("NAV"), the processing of capital calls and distributions, the maintenance of the Fund's books and records, and the preparation of investor reports and statements (including the enhanced quarterly reports to be provided to CPERS under the CPERS Side Letter).
Service Provider Details:
•  Name: Meridian Fund Services LLC
•  Address: 3 Canal Plaza, Suite 500, Portland, ME 04101
•  Relationship Manager: Patricia Lam
Relevance to Side Letter Package: Meridian will administer the calculation and billing of management fees for each limited partner, including the discounted management fee rates applicable to CPERS (1.75% per annum) and Northstar (1.85% per annum) during the Investment Period. Meridian will also be responsible for implementing the management fee / carried interest netting mechanism applicable to Brindoval. C&H and the GP should confirm that Meridian's systems and procedures can accommodate these LP-specific fee arrangements.
Cross-Reference: Tracked on main Fund Closing Checklist, Item [__].
Responsible Party: GP
Status: [   ]
Date Last Updated: ___
Item 23: Fund Auditor Engagement Confirmation
Description: Confirmation that Ashford & Whitmore LLP has been engaged as the independent auditor for Pinnacle Venture Fund II LP. Ashford & Whitmore will perform the annual audit of the Fund's financial statements in accordance with generally accepted accounting principles ("GAAP") and will issue an independent auditor's report for inclusion in the Fund's annual report to limited partners.
Service Provider Details:
•  Name: Ashford & Whitmore LLP
•  Address: 101 Federal Street, Suite 2600, Boston, MA 02110
•  Engagement Partner: Richard Noonan
Cross-Reference: Tracked on main Fund Closing Checklist, Item [__]. Included here for cross-reference, as the annual audited financial statements are a component of the information rights granted to limited partners under the LPA and, in enhanced form, under certain side letters.
Responsible Party: GP
Status: [   ]
Date Last Updated: ___
Item 24: Placement Agent Disclosure Confirmation
Description: Confirmation that Greystone Capital Advisors LLC has been properly disclosed as the exclusive placement agent for the Fund in all relevant Fund documents, including the LPA, subscription agreements, and Form ADV.
Service Provider Details:
•  Name: Greystone Capital Advisors LLC
•  Address: 399 Park Avenue, 18th Floor, New York, NY 10022
•  Managing Director: Thomas Kessler
•  Placement Fee: 1.0% of capital commitments raised through introductions made by Greystone Capital Advisors LLC
Anchor LP Exclusion: The three anchor limited partners participating at the First Close (CPERS, Northstar, and Brindoval) are direct, pre-existing relationships of Pinnacle Venture Capital Management LLC and were not introduced to the Fund by Greystone Capital Advisors LLC. Accordingly, the anchor LP commitments totaling $165,000,000 are excluded from Greystone's placement fee arrangement, and no placement fee is payable with respect to these commitments.
Responsible Party: GP (to confirm that the placement agent relationship has been fully disclosed); C&H (to confirm that the disclosure language in the LPA, subscription agreements, and Form ADV is accurate, complete, and consistent)
Notes: Certain limited partners (particularly governmental plans such as CPERS) may have specific requirements regarding placement agent disclosure under applicable "pay-to-play" or placement agent disclosure laws. C&H should confirm that the placement agent disclosure satisfies any such requirements applicable to the anchor LPs.
Status: [   ]
Date Last Updated: ___
XI. MISCELLANEOUS DELIVERABLES
Item 25: Bring-Down Diligence — LP Entity Verification
Description: Verification that each anchor limited partner's entity status is current and in good standing in its jurisdiction of organization as of a date reasonably close to the First Close Date. This bring-down diligence supplements the initial entity verification performed during the subscription process and ensures that no anchor LP has been dissolved, revoked, or otherwise ceased to exist in the period between initial diligence and the First Close.
LP-Specific Requirements:
(a) Cascadia Public Employees' Retirement System — Washington State governmental pension plan. As a governmental entity, CPERS is not subject to the same formation and good standing requirements as private entities organized under state business entity statutes. No separate entity filing or good standing certificate is required; however, LP Counsel (Whitfield & Gage LLP) should confirm that CPERS continues to be duly authorized under applicable Washington State law (including any applicable provisions of the Revised Code of Washington) to make and maintain the investment in the Fund.
(b) Northstar Endowment Partners LLC — Delaware limited liability company. A current certificate of good standing from the Delaware Secretary of State should be obtained, dated not more than thirty (30) days prior to the First Close Date.
(c) Brindoval Family Office Holdings LP — Delaware limited partnership. A current certificate of good standing from the Delaware Secretary of State should be obtained, dated not more than thirty (30) days prior to the First Close Date.
Responsible Party: Respective LP Counsel (Whitfield & Gage LLP for CPERS; Hollander McKee & Stone LLP for Northstar; Prescott & Langley LLP for Brindoval)
Status: [   ]
Date Last Updated: ___
Item 26: Wire Transfer Instructions
Description: Wire transfer instructions from Pinnacle Venture Capital Management LLC for the receipt of initial capital contributions at the First Close. The wire transfer instructions should identify the Fund's bank, account name, account number, ABA routing number, SWIFT code (if applicable for international wires), and any required reference information. The instructions will be provided to each anchor limited partner and its counsel for use in funding commitments at the First Close.
Responsible Party: GP (to prepare and distribute wire transfer instructions, in coordination with Meridian Fund Services LLC as fund administrator)
Notes: The GP should confirm the wire instructions with the Fund's banking institution prior to distribution to the anchor LPs. All capital contributions at the First Close will be funded in accordance with the capital call notice procedures set forth in the LPA. The initial capital call at the First Close is expected to be approximately 15%–25% of each LP's commitment (approximately $11,250,000–$18,750,000 for CPERS, $7,500,000–$12,500,000 for Northstar, and $6,000,000–$10,000,000 for Brindoval), with the exact amount to be determined by the GP based on anticipated near-term investment activity and Fund expenses.
Status: [   ]
Date Last Updated: ___
Item 27: Closing Binder / Document Index
Description: Compilation of all executed documents, certificates, and deliverables related to the side letter package into a comprehensive closing binder, in both physical (bound) and electronic (PDF) format, accompanied by a complete document index. The closing binder will include all items tracked on this Checklist, organized by section and item number, and will serve as the definitive record of the side letter package deliverables at the First Close.
Responsible Party: C&H (Stephen Adler, Working Associate, to compile the closing binder and prepare the document index)
Notes: The physical closing binder will be prepared in two (2) copies — one for the General Partner and one for C&H's files. The electronic closing binder will be provided to the General Partner via secure file transfer and will also be maintained on C&H's document management system. The closing binder should be completed and delivered to the GP within fifteen (15) business days following the First Close Date. LP Counsel for each anchor LP may separately request copies of the relevant portions of the closing binder (limited to documents to which their client is a party); such requests should be directed to Owen Fischer at C&H.
Status: [   ]
Date Last Updated: ___
XII. SUMMARY STATUS TABLE
The following table provides a consolidated summary of all twenty-seven (27) items tracked on this Checklist, including the responsible party, target completion date, current status, and date of last update. This table should be updated regularly as items progress through draft, review, finalization, and execution.
XIII. KEY CONTACTS FOR CLOSING
The following table identifies the key contacts for the First Close side letter package. All inquiries and document deliveries related to the items on this Checklist should be directed to the appropriate contact identified below. Telephone numbers and email addresses are on file with C&H and will be provided separately by secure communication.
XIV. NOTES AND ASSUMPTIONS
The following notes and assumptions are provided for context and should be considered in connection with the review and use of this Checklist:
1.  Scope of This Checklist. This Checklist covers only the side letter package deliverables for the three anchor limited partners participating at the First Close of Pinnacle Venture Fund II LP. The main Fund Closing Checklist (prepared and maintained separately by C&H) covers all other First Close deliverables, including but not limited to: (a) subscription agreements for all limited partners admitted at the First Close; (b) execution of the LPA by all limited partners and the General Partner; (c) partnership tax matters, including collection of IRS Forms W-9 or W-8 (as applicable), FATCA/CRS classifications, and tax identification numbers; (d) state and federal regulatory filings (including state "blue sky" filings, if required); (e) banking and custody arrangements for the Fund's accounts; (f) insurance certificates (including directors and officers liability insurance for the General Partner); and (g) other organizational and administrative matters.
2.  Governing Law. All documents described in this Checklist, including the LPA, the side letters, and the subscription agreements, are governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law that would result in the application of the substantive law of any other jurisdiction. Any disputes arising under the side letters or the LPA are subject to the dispute resolution provisions set forth in the LPA (including, if applicable, mandatory arbitration before the American Arbitration Association in accordance with its Commercial Arbitration Rules).
3.  Investment Company Act Exemption. The Fund is not registered as an investment company under the Investment Company Act of 1940, as amended, in reliance on the exemption from registration provided by Section 3(c)(1) of the 1940 Act or Section 3(c)(7) of the 1940 Act. The