The following rules and procedures are intended to provide participants with an understanding of how the process of matching buying and selling interest in the Fund will be conducted on the online platform operated by Nasdaq Fund Secondaries, LLC (“NFS Platform”). Nasdaq Fund Secondaries is a division of Nasdaq, Inc. consisting of Nasdaq Fund Secondaries, LLC, and its subsidiary NFSTX, LLC (registered broker dealer and alternative trading system) (“NFSTX” and collectively with Nasdaq Fund Secondaries, “NFS”).

(A) OPENING AND EXPIRATION PERIODS

• NFSTX operates an ATS to facilitate periodic auctions in securities of the Fund, subject to the limitations set forth in SEC Order 34-80052 (the “Exemptive Order”). During this process, eligible buyers and sellers are invited to submit orders (“Orders”) to purchase or sell shares to be entered into a matching process via the alternative trading system operated by NFSTX, LLC (the “ATS”), provided that such participants meet applicable eligibility requirements.
• Eligible Investors will be notified when the window will be open and closed for the submission of Limit Orders of the relevant securities (the “Access Period”).

- Eligible Investors of the fund will submit orders to NFSTX, as agent, for entry to the ATS.

- Platform Participants (i.e., Secondary Liquidity Providers and Designated Liquidity Providers) will directly enter orders on the ATS.

- Following the conclusion of the Matching Process, NFSTX may in its sole discretion, elect to cross unexecuted sell interest with new subscriptions in the fund.

• The initial auction process will be conducted according to the timeline set forth https://www.nasdaq.com/solutions/registered-fund-liquidity/dwpmf-timeline. The exact timetable is subject to change, and any changes will be communicated in advance.
• NFSTX will only accept new Limit Orders, or amendments/cancellations, up until the expiration of the Access Period as published.
• All information contained on the NFS Platform is considered confidential. Participants who breach this rule may have their access to the NFS Platform terminated immediately, and have any Limit Orders or pending matched trades cancelled. In addition, NFS reserves the right to pursue any other available legal and equitable remedies they may have.

(B) ORDER PROCESS

• NAV for the Fund will be published prior to commencement of an Access Period.
• Once NAV for the Fund is published for the previous month end, Eligible Investors wishing to sell securities will execute an order form quoting the number of shares and the minimum (limit) price per share at which they are willing to sell (the “Sell Limit Order”). Sell Limit Order documents are due in good order to NFSTX by the end of the Access Period to be eligible to participate in the matching process. For administrative convenience, seller documentation supporting Sell Limit Orders may be submitted to Strategic Alternative Funds Group, LLC (aka +Subscribe) as the Fund’s information agent to be forwarded to NFSTX for approval and processing. All Limit Orders will be subject to eligibility requirements of NFSTX.

- Selling participants cannot enter aggregate Sell Limit Orders that exceed the total vested number of shares that they held as of the last business day of the month preceding the auction.

- NFSTX will receive holding information in a file format from DST Asset Manager Solutions, Inc., as the Fund’s transfer agent (the “Transfer Agent”) before the commencement of an Access Period.

• DLPs and SLPs wishing to buy securities will access the NFS Platform to enter one or more limit orders quoting the number of shares and the price per share at which they are willing to buy (a “Buy Limit Order” and collectively with the Sell Limit Orders, “Limit Orders”)

- All bids will be for the institutional shareclass.

• Participant orders will remain confidential during the Access Period. There will be no order book transparency at this time.
• NFSTX reserves the right to check or cancel any Limit Order that is in an unusual size, or at an unusual price, compared to other prevailing Limit Orders, or for any other reason NFSTX believes in good faith such order may disrupt or otherwise impair the operation or integrity of the ATS or violate these NFSTX Rules and Procedures.
• Investors cannot participate as a seller and buyer during the same Access Period.
• Limit Orders are considered “pending” and are non-binding during the Access Period, and participants are permitted to modify or cancel pending orders at any time during an Access Period by contacting Macquarie-inquiries@nasdaq.com. Any pending orders will be deemed “submitted” and automatically binding upon the expiration of the applicable Access Period.
• As part of the Limit Order submission process, participants are required to satisfy NFSTX’s legal and compliance procedures, and complete all necessary documentation, including completion of applicable anti-money laundering policy requirements, payment instructions and any required transaction agreements electronically.
• Participants who do not submit and/or execute all required documentation in advance of applicable deadlines will not be permitted to participate in the matching process and Limit Orders or matched trades will be cancelled.
• Historical anonymized transaction information and other matched trade information, including past auction clearing prices, may be made available after the close of an Access Period. NFSTX reserves the right to modify what pricing information is made available to all participants subject to the requirements of the Exemptive Order.

(C) MATCHING PROCESS

• NFSTX will match Limit Orders as follows:

- Offers to sell (Sell Limit Orders) are first prioritized from lowest price per share to highest price per share, and bids to buy (Buy Limit Orders) are prioritized from highest price per share to lowest price per share.

- In the event of a price tie between two or more bids or two or more offers, the prioritization will then be done on the greatest quantity.

- The highest priced single bid is matched on a share-by-share basis to all offers until the full quantity of shares in that bid is matched. A single bid may require several offers to be fully matched. In the event that a single bid is partially matched to a single offer, the remaining offer will be matched with the next bid.

- Then the second highest priced single bid is matched on a share-by-share basis to the remaining crossed offer until the full quantity of that single bid is matched.

- This matching pattern of bids and offers will be repeated in sequence until all Limit Orders are matched or until remaining offers are higher than all remaining bids and therefore do not cross.

- All matched transactions will execute at a single price (the “Clearing Price”) where the maximum quantity of shares are matched together. A participant will not be matched at a price less favorable than its Limit Order.

- In the event that the final matched buyer and seller prices do not match exactly, the Clearing Price will be calculated as the midpoint between the highest matched offer (Sell Limit Order), and the lowest matched bid (Buy Limit Order).

• All matched Platform Participants will receive a notification on the NFS Platform if their Limit Orders are matched, including the share quantity and price. All matched sellers will receive a notification via email to the address provided on their Limit Order.
• All matched participants are required to review the match notification and sign the required Fund documentation to complete the transaction.
• Eligible Investors and Platform Participants are bound by their matched trades. Delinquent buyers or sellers may not be permitted to participate in subsequent Access Periods and access to the NFS Platform may be revoked. In addition, NFS reserves the right to pursue any other available legal and equitable remedies it may have.
• Unmatched participants will not be notified. Unexecuted Limit Orders will not carry over to the next Access Period.
• All participants may also be subject to other third party fees and charges (such as bank fees, wire transfer fees, currency conversion fees, etc.) that NFSTX does not control.

(D) FUND NOTIFICATION

• Following the matching process, NFSTX will provide the Transfer Agent with details of all matched transactions, including the identities of each participant, the amount of shares transacted, and the purchase/sale price of each transaction (the “Matching File”). The Fund shall direct the Transfer Agent to provide to NFS an updated ledger reflecting such transfers on the Fund’s books and records.

(E) SETTLEMENT PROCESS

• The settlement process typically takes around 5 business days, but can in exceptional cases take longer. The settlement process is managed by the Transfer Agent. NFSTX will keep participants informed of their settlement timeline throughout the process based on information provided to NFSTX by the Transfer Agent.
• Upon receipt of the Matching File, Transfer Agent will send payment instructions to matched buyers, directions to complete Fund subscription documents, and notify buyer and seller of the date set for settlement (the “Settlement Date”).

- DLPs and SLPs whose bids cleared must provide the full payment amount to the Transfer Agent and complete Fund’s subscription documents as instructed prior to Settlement Date

- Sellers whose offers cleared will have completed requisite transfer paperwork prior to submission of a Limit Order to NFSTX for review.

• To the extent that a matched counterparty fails to satisfy its required obligations for settlement by the Settlement Date, NFSTX may agree to a revised Settlement Date (in consultation with the other counterparty and the Transfer Agent) or cancel the transaction and any affected participants will be notified. Delinquent participants may not be permitted to participate in subsequent Access Periods and access to the NFSTX ATS may be revoked. To the extent a SLP or DLP fails to satisfy its settlement obligations, NFSTX may, in its sole discretion: (i) terminate such DLP’s or SLP's status as a DLP or SLP, respectively, and/or (ii) any other measures NFS deems just and proportionate to address the situation.
• In addition, NFSTX reserves the right to pursue any other available legal and equitable remedies it may have.
• NFSTX will provide each participant with relevant transaction confirmations to reflect trade details.

(F) PARTICIPANTS

• "Eligible Investors" are investors that are at least accredited investors (as defined in Rule 501 of Regulation D) permitted to buy and sell shares of the Fund in periodic auctions on the NFSTX ATS.
• "Platform Participants" include registered broker-dealers, registered investment advisers, exempt reporting advisers, and institutional investors that are "qualified institutional buyers," as defined in Rule 144A under the Securities Act ("QIBs").

- Platform Participants may directly access the ATS to enter Limit Orders.

- Eligible Investors that do not qualify as Platform Participants will not be able to directly enter Limit Orders on the ATS and must instead be represented by a Platform Participant. A QIB that is not a registered broker-dealer, registered investment adviser, or exempt reporting adviser that has been approved by NFSTX as a Platform Participant may engage directly in transactions on the NFS Platform but may only purchase and sell interests for its own account.

• “Designated Liquidity Providers” (or “DLP”s) are Platform Participants who have contracted with NFSTX to provide liquidity (i.e., submit actionable Buy Limit Orders) in the monthly auction process.
• “Secondary Liquidity Providers” (or “SLP”s) are secondary market participants who are invited to provide liquidity in the monthly auction process, but are not contractually obligated to do so.
• “Investors” are ordinary investors in the Fund who are not DLPs or SLPs.

(G) POST-MATCHING CROSS

• At its discretion, NFSTX may elect to cross unexecuted sell interest with new subscriptions in the fund after the Matching Process has concluded. There is no guarantee that any crosses will occur following the Matching Process.

- If there is no clearing price due to lack of executable buy interest, NFSTX may, but is not obligated to, cross subscriptions of new Investors with Sell Limit Orders at the NAV most recently published by the Fund.

◦ Bids (new Investors) will be prioritized based on the total quantity measured in the size ($USD volume) of the new Investor’s subscription in the Fund divided by the most recently published NAV.

◦ Prioritize on orders based on original order price and then quantity. Offers (sell) will be prioritized based on the price of the unexecuted sell interest entered in the Matching Process, from lowest price per share to highest price per share, and in the event of a price tie, the prioritization will then be allocated across the unexecuted sell orders based on priority of quantity (size).

- If there is a clearing price and all executable orders have been matched, and there are still unexecuted Sell Limit Orders at or below the clearing price, NFSTX may, but is not obligated to, cross subscriptions with those selling orders at the clearing price.

- If NFSTX elects to cross unexecuted sell interest with new Investor subscriptions after all executable orders have been matched at the clearing price, and there is an imbalance between(x) the total dollar amount of new Investors seek to invest in the Fund based on their Order Form and (y) the dollar amount of unexecuted sell interest, priority of allocation will be as follows:

◦ Bids (new Investors) will be prioritized based on the total quantity measured in the size ($ volume) of the new Investor’s subscription in the Fund divided by the most recently published NAV.

◦ Offers (sell) will be prioritized based on the price of the unexecuted sell interest, and from lowest price per share to highest price per share, and in the event of a price tie, the prioritization will then be allocated across the unexecuted sell orders based on priority of quantity (size).

• New investors wishing to buy securities in the Fund will send in their subscription documents according to instructions provided by the Transfer Agent (This process is separate from NFS).
• New Investors in the Fund will be required to complete an NFSTX order form and agree to terms and conditions of engagement with NFSTX, including satisfaction of NFSTX’s legal and compliance procedures, for their order to be eligible to be crossed by NFSTX.
• NFSTX will receive the new Investor buy order information in a file format from the Transfer Agent before the commencement of the Access Period.

PLEASE READ THESE IMPORTANT LEGAL NOTICES AND DISCLOSURES

THE INFORMATION CONTAINED HEREIN IS PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY.

NONE OF THE INFORMATION PROVIDED REPRESENTS AN OFFER TO BUY OR SELL, OR THE SOLICITATION OF AN OFFER TO BUY OR SELL, ANY SECURITY, NOR DOES IT CONSTITUTE AN OFFER TO PROVIDE LEGAL, TAX, FINANCIAL OR INVESTMENT ADVICE OR SERVICE.

NASDAQ FUND SECONDARIES, LLC IS NOT: (A) A REGISTERED EXCHANGE UNDER THE SECURITIES EXCHANGE ACT OF 1934; (B) A REGISTERED INVESTMENT ADVISOR UNDER THE INVESTMENT ADVISORS ACT OF 1940; OR (C) A FINANCIAL OR TAX PLANNER, AND DOES NOT OFFER LEGAL, FINANCIAL, INVESTMENT OR TAX ADVICE. SECURITIES-RELATED SERVICES ARE OFFERED THROUGH NFSTX, LLC, A REGISTERED BROKER-DEALER AND ALTERNATIVE TRADING SYSTEM, AND MEMBER FINRA/SIPC AND A WHOLLY-OWNED SUBSIDIARY OF NASDAQ FUND SECONDARIES, LLC.

NASDAQ FUND SECONDARIES, LLC IS OPERATIONALLY INDEPENDENT AND DISTINCT FROM THE NASDAQ STOCK MARKET, LLC. TRANSACTIONS IN SECURITIES CONDUCTED THROUGH NFSTX, LLC ARE NOT LISTED OR TRADED ON THE NASDAQ STOCK MARKET LLC, NOR ARE THE SECURITIES SUBJECT TO THE SAME LISTING OR QUALIFICATION STANDARDS APPLICABLE TO SECURITIES LISTED OR TRADED ON THE NASDAQ STOCK MARKET LLC, NOR DO TRANSACTIONS IN SECURITIES CONDUCTED THROUGH NFSTX, LLC AFFECT AN ISSUER’S ELIGIBILITY TO LIST ITS SECURITIES FOR TRADING ON THE NASDAQ STOCK MARKET, LLC.