Listing Agreement

Modification of Services

We may, at our sole discretion, add, remove, or modify our services at any time without prior notice.

The Site serves as a venue for buyers and sellers to transact in private investment fund interests (“Funds”). DCP does not provide investment advice or endorse any Funds listed. You are solely responsible for conducting your own due diligence. DCP bears no liability for investment outcomes or incomplete transactions.

All transactions require DCP’s confirmation and appropriate documentation. You agree to fulfill all settlement conditions and notify DCP upon completion. DCP and its affiliates may act as counterparties in some transactions and are not responsible for the actions of other agents, licensees, or fund representatives.

If DCP introduces you to a counterparty, both parties must compensate DCP for any resulting transaction. All offers are binding and cannot be modified without mutual consent. InvestmentBank.com does not earn transaction-based compensation—fees are paid to authorized agents like RWI.

RWI, a registered broker-dealer and FINRA member, supports transactions on the Site and may be compensated for its role. RWI and other agents may act in various capacities and receive fees based on assets invested or services rendered. Their involvement does not constitute an endorsement.

If you are an “Institutional Account” under FINRA Rule 4512(c), you affirm that you are capable of evaluating risks independently and making informed decisions.

Bidding

When you submit a bid through the Site—or communicate a bid by telephone or email to DCP—you are making a binding offer to purchase the specific Fund Interests indicated. These bids reflect your serious intent and commitment to move forward with a transaction, subject only to acceptance by the counterparty. Unless expressly withdrawn, canceled, or modified prior to such acceptance, your bid remains binding and enforceable.

Once your bid is accepted by the seller or counterparty, you are contractually obligated to complete the transaction. Bids that have been accepted cannot be retracted, canceled, or modified under any circumstances. The mutual agreement between the parties is typically documented through a trade confirmation, which serves as formal evidence of the transaction. This confirmation represents a binding contract between buyer and seller and obligates both parties to fulfill the agreed-upon terms of the deal in a timely manner.

Offering:

When you submit an offer through the Site—or communicate an offer by telephone or email to DCP—you are making a binding commitment to sell the specified Fund Interests outlined in your offer. Such offers reflect your firm intent to transact, and are considered legally binding unless explicitly retracted, canceled, or modified prior to being accepted by a counterparty.

If a bidder accepts your offer or you accept a bid made in response to your offer, you are fully obligated to complete the transaction in accordance with the agreed terms. Once an offer or bid has been accepted, it may not be retracted, canceled, or altered. The terms of the transaction are typically formalized through a trade confirmation, which serves as definitive evidence of the agreement. This confirmation is legally binding and commits both parties to carry out the transaction without modification or delay.

Indemnity

You agree to indemnify and hold harmless DCP (including, without limitation, RWI), along with its affiliates, authorized agents, licensees, and each of their respective employees, officers, directors, principals, members, partners, shareholders, and representatives, from and against any and all losses, damages, claims, liabilities, costs, and expenses (including reasonable attorney’s fees) that arise from or relate to: (i) your breach of this Agreement, (ii) any use of your password—whether by you, your agents, or employees, with or without your consent, and (iii) your use of the Site (collectively, the “Claims”).

This obligation applies regardless of whether such Claims arise out of actions taken by you directly or indirectly, including through third parties acting on your behalf. You acknowledge that this indemnity provision is a material part of the consideration exchanged in connection with your use of the Site. DCP reserves the right to assume exclusive control of the defense or settlement of any Claim for which you are responsible, and you agree to fully cooperate in such defense if requested.

No Warranty

The Site is provided on an “As Is,” “As Available,” and “With All Faults” basis. We make no representations or warranties of any kind, express or implied, regarding the operation of the Site or the information, content, materials, or products included on it. We expressly disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not guarantee that the Site will be free of errors, viruses, or other harmful components, or that access to the Site will always be uninterrupted or secure. The operation and availability of the Site may be affected by various factors beyond our control, and we do not guarantee that it will always function without interruption.

We also make no guarantees or representations regarding the accuracy, completeness, or timeliness of any information or material presented on the Site. If you are a buyer or bidder, we do not warrant or guarantee the performance, reliability, or conduct of any seller or offeree. Likewise, if you are a seller or offeree, we make no representations regarding the capability, commitment, or performance of any buyer or bidder. Your use of the Site and reliance on any information contained herein is at your own risk.

Limit of Liability

In no event shall we, our affiliates, authorized agents, or licensees be liable to you or any third party for any special, indirect, incidental, consequential, or punitive damages arising out of your use of the site, even if advised of the possibility of such damages. In jurisdictions where such limitations do not apply, our liability will be limited to the fullest extent permitted by law. In all cases, the total liability arising out of this agreement shall not exceed the amount of fees paid by you to us in connection with the transaction giving rise to such liability. We also disclaim responsibility for any failure by a buyer, bidder, seller, or offeree to perform their obligations.

General

This Agreement may only be modified by DCP and not by any action or inaction on your part. Any changes or amendments must be explicitly authorized by DCP to be valid. If any provision of this Agreement is found to be invalid, illegal, or otherwise unenforceable, that specific provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions. Section headings included herein are for convenience and reference purposes only; they do not define, limit, or affect the scope or meaning of any section of this Agreement.

Our failure to act or enforce any right or provision under this Agreement in response to a breach by you or any other party shall not constitute a waiver of our right to act in the event of future or similar breaches. This Agreement, including any additional terms related to liquidity events, represents the complete and exclusive agreement between you and DCP regarding the subject matter discussed and supersedes any prior understandings or agreements, whether written or oral. In the event of any inconsistency between this Agreement and the Terms of Use, the provisions of this Agreement shall govern, unless the Terms of Use expressly apply more broadly.

SCHEDULE A

For purposes of this Agreement, a “U.S. Person” means any of the following:

Examples of Non-U.S. Persons (for illustration purposes only):

• Any individual who is a citizen or resident of the United States.
• Any corporation, partnership, or other entity created or organized in, under the laws of, or doing business in the United States.
• Any estate where any executor or administrator is a U.S. Person and where the estate is subject to U.S. federal income taxation, regardless of the source of its income.
• Any trust where any trustee is a U.S. Person and where the trust is subject to U.S. federal income taxation, regardless of the source of its income.
• Any entity (not already described above) in which any person or entity described in items 1–4 is, directly or indirectly, a shareholder, beneficiary, fiduciary, grantor, or partner, unless the Board of Directors determines that such entity would not be considered a U.S. Person under the Commodity Futures Trading Commission (CFTC) Rules (Part 4 of the CFTC Regulations).
• Any agency or branch of a foreign entity that is located in the United States.
• Any non-discretionary account or similar account (excluding an estate or trust) held by a dealer or fiduciary for the benefit or account of a U.S. Person.
• Any discretionary account or similar account (excluding an estate or trust) held by a dealer or fiduciary that is organized, incorporated, or (if an individual) resident in the United States.
• Any partnership or corporation that: (a) is organized or incorporated under the laws of a foreign jurisdiction; and
• (b) was formed by a U.S. Person primarily for the purpose of investing in securities not registered under the Securities Act, unless such entity is organized and owned solely by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates, or trusts.
• Any discretionary account or similar account (excluding an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or professional fiduciary that is organized, incorporated, or (if an individual) resident in the United States.
• Any estate where a professional fiduciary acting as executor or administrator is a U.S. Person, provided that: (a) an executor or administrator who is not a U.S. Person has sole or shared investment discretion over the estate’s assets; and
• (b) the estate is governed by foreign law.