Second Alpha Partners LLC

Item 5 – Fees and Compensation

Second Alpha’s fees and compensation arrangements may vary among the Funds. The specific
terms of such arrangements are established by Second Alpha as set forth in each Fund’s
Governing Documents. The Firm generally charges a management fee to the Fund
(“Management Fee”) which ranges from 1.5% to 2% annually. The Firm may, at its discretion,
waive or reduce such fees for certain investors. Second Alpha also receives performance-
based incentive fees (“Carried Interest”) with respect to realized investments.

Second Alpha generally deducts the Management Fee from the Funds’ accounts in advance on
a semi-annual basis, as further disclosed in each Fund’s Governing Documents.

In addition to the fees described above, each Client is responsible for certain of its operating
and organizational expenses as disclosed in each Client’s Governing Documents. These
expenses include all organizational expenses and expenses associated with each Client offering,
including legal, filing, marketing and accounting fees, which generally include, without limitation,
the following as fully disclosed in the Governing Documents:

   i.    Expenses incurred in connection with the evaluation, acquisition or disposition of
        investments (whether or not consummated), including extraordinary expense as
        well as private placement fees, sales commissions and discounts, and legal,

Second Alpha Partners, LLC                                                     Form ADV Part 2A

           accounting, investment banking, consulting, information services and professional
           fees;
  ii.       Data production and maintenance services and other third-party research expenses,
            including specific expenses incurred in obtaining systems, research and other information
            service subscriptions, utilized for portfolio management, valuations, accounting or
            reporting purposes, including the costs of pricing services, service contracts for
            quotation equipment and related hardware and software, phone and internet charges;
  iii.      Expenses incurred in connection with the carrying and/or management of investments,
            including custodial, trustee, record keeping and other administration fees;
  iv.       Third party fees for administrative, accounting, tax preparation, audit, legal and
            compliance services, including without limitation, costs of compliance programs,
            regulatory examinations, reporting and filings made by the Client, the general partner or
            the Firm which include Client information;
  v.        Expenses incurred in connection with the Funds’ audited financial statements, tax
            returns and Schedule K-1’s;
  vi.       Fees and expenses of service companies (which may include, and in certain
            circumstances will include, affiliates of the Client’s general partner), custodians,
            consultants, outside counsel, accountants or other experts and professional engaged
            by the Firm;
  vii.      Any withholding, taxes, fees, duties or other governmental charges that may be levied
            against the Clients or any of its investors or general partner;
  viii.     Insurance premiums, regulatory expenses directly or indirectly related to the
            activities of the Clients and expenses incurred in connection with any litigation or
            governmental inquiry, investigation or proceeding directly or indirectly involving the
            Clients (including any judgments, settlements or fines paid in connection therewith);
  ix.       Expenses incurred in connection with winding up or liquidation;
  x.        Expenses associated with environmental, social and corporate governance, including
            engaging any consultants with respect thereto;
  xi.       Expenses relating to defaults by Investors in the payment of capital contributions;
  xii.      Expenses with respect to potential co-investments that are not consummated,
            including a portion of such expense that are not borne by co-investors;
  xiii.     Expenses incurred in connection with any restructuring of the Clients or
            amendments to the Governing Documents of the Clients and related entities;
  xiv.      Expenses incurred in connection with the formation of special purpose vehicles
            and alternative investment vehicles;
  xv.       Expenses related to complying with side letters, including any “most favored
            nations” provisions and elections;
  xvi.      Expenses incurred in connection with the distribution of proceeds to investors
            and in connection with any meetings or conferences with investors and meetings
            of the limited partner committee of the Fund(“LP Committee”), including, without
            limitation, travel, meals and lodging expenses;
  xvii.     Any other fees, costs, expenses, liabilities or obligations approved by the LP
            Committees of the Funds; and
  xviii.    Other expenses that may be paid by, or reimbursed to, Second Alpha by the Funds
            as further detailed in the Funds’ Governing Documents.

In addition to certain fees and expenses at the Client level, investors also bear their share
of expenses indirectly through the Client at the portfolio companies or co-investment
level. Fees and expenses of the portfolio companies or portfolio managers are generally
paid regardless of whether the portfolio companies produce positive returns.

Portfolio companies have the ability to engage personnel who are supervised persons of
the Firm as directors on the portfolio company governing board or in other capacities.
Any compensation paid to such personnel shall be offset against the management fees,
provided that any compensation paid to such personnel engaged as interim CEO or interim
CFO or in a similar full time or part time management role at a portfolio company shall
...

Item 7 – Types of Clients

As further described in Item 4 of this brochure, the Firm currently provides investment
advice to the Clients, which are private investment vehicles and co-investment vehicles
exempt from registration under the Investment Company Act. Investors in the Clients are
generally expected to be institutional investors and high net worth individuals that qualify
as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as
amended) and “qualified clients” (as defined under the Investment Advisers Act of 1940,
as amended). The minimum initial investment in the Funds is generally no greater than
$1,000,000 for individuals and $5,000,000 for institutions, subject to Second Alpha’s
discretion.