Secondmarket Financial LLC

Item 5 – Fees and Compensation

PRIVATE FUNDS

The Funds’ adviser, SecondMarket, may engage with, and pay commissions to its affiliate, NPMS,
on behalf of the Funds, in connection with capital raising and the purchase or sale of securities.
See Item 12 for information regarding brokerage practices. Commissions payable to NPMS and
unaffiliated broker-dealers who are responsible for sourcing and acquiring securities are borne
directly or indirectly by investors in the Funds. SecondMarket may engage with other parties who
act as co-managers of the Fund and may perform services such as referring potential investors
and providing introductions to Private Companies (“Service Providers”). Fees payable to Service
Providers are borne directly or indirectly by investors in the Funds. Fund investors will not be
required to make any capital contribution in excess of their subscription amount, except for
ongoing expenses and extraordinary expenses (as defined in the Fund LLCA). Ongoing and
extraordinary expenses are typically charged as a percentage of the investor’s subscription
amount. Please refer to each Fund’s offering documents for more information.

SecondMarket has made arrangements with NPMS to represent Fund investors, who are required
to engage NPMS under a signed client engagement agreement to broker and close the purchase
of a Fund interest from the Fund, as a condition for and in connection with the Fund’s acceptance
of the subscription and issuing corresponding Fund interest. The brokerage fee payable by the
Fund investor, and responsibility for any brokerage-related costs, shall be as disclosed in the
relevant offering materials and client engagement agreement. The current broker is NPMS a
wholly owned subsidiary of NPM and affiliate of SecondMarket.

Special Terms for Eligible Employees
Eligible Employees who invest in any Fund will generally have associated fees waived or reduced
and can invest at lower investment minimums. These special terms are typically not available to
non-employee investors.

REFERRAL PROGRAMS

SecondMarket established referral programs with Cerity Partners. Under this arrangement,
SecondMarket may receive compensation (“referral fee”) from Cerity Partners in exchange for
referring Selling Shareholders. SecondMarket does not charge Selling Shareholders any fees for
these referral services. At the time of the referral, SecondMarket discloses to the Selling
Shareholder the nature of its relationship with Cerity Partners, including the compensation that
SecondMarket receives in connection with the referral. Referral fees are typically paid to
SecondMarket as a percentage of the investment advisory fees that Cerity Partners charges to
the referred Selling Shareholder on an ongoing basis. The Selling Shareholder is informed that
the advisory fees charged by Cerity Partners are not higher because of the referral arrangement.

                        SecondMarket Financial, LLC, Form ADV Part 2A Brochure

Conflicts of Interest

   General
   Investors or Selling Shareholders should be aware that there will be occasions when the Firm
   may encounter potential conflicts of interest in connection with its Fund management or
   referral activities. On any issue involving conflicts of interest, SecondMarket will be guided by
   its good faith judgment. If any matter arises that SecondMarket determines in its good faith
   judgment constitutes an actual conflict of interest, SecondMarket may take such actions as
   may be necessary or appropriate to mitigate the conflict (and upon taking such actions
   SecondMarket will be relieved of any responsibility for such conflict). Any transaction that
   may present a conflict of interest shall be handled in a manner complying with the Investment
   Advisers Act of 1940 (the “Advisers Act”) and Section 206. The following discussion lists
   certain potential conflicts of interest, which should be carefully evaluated before making an
   investment with the Firm.

   Private Funds
   SecondMarket’s engagement with, and commissions payments to, its affiliated broker-dealer
   present potential conflicts of interest, because SecondMarket has an incentive to raise capital
   or purchase and sell securities through NPMS as opposed to an unaffiliated broker-dealer.

   Because NPMS is an affiliate of SecondMarket and under common control with NPM and
   currently charges brokerage fees (which are typically 5% of the amount of the investor’s
   subscription to the Fund), profits derived from brokerage fees are to the benefit of
   SecondMarket.

   Certain partners, officers, directors (and other persons occupying a similar status or
   performing similar functions) and Supervised Persons of SecondMarket are registered
   representatives of NPMS and receive compensation, as applicable, in their capacity as an
   officer or employee of NPMS. Persons selling securities to the Funds may pay commissions
   to NPMS, and indirectly, to its registered representatives. This creates a potential conflict of
   interest and can provide SecondMarket and its Supervised Persons an incentive to manage
   investments based on compensation received, rather than a Fund’s needs. SecondMarket
   discloses these conflicts to investors in this Brochure, Fund offering documents, and
   engagement agreements. Rather than invest in the Funds, investors have the option to seek
   the direct purchase of Private Company Securities through NPMS or engage with independent
   brokers or agents that are not affiliated with SecondMarket at their sole discretion.

   Employees of the Firm and its affiliates may invest alongside investors in a Fund. Such
   employees typically receive preferential economic terms with respect to their investments,
   including reduced or waived management fees and carried interest, and may be permitted to
   invest at lower minimum investment amounts. Employees may have greater insight into the
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Item 7 – Types of Clients

SecondMarket provides investment advisory services to the Funds and to entities, individuals,
trustees, or executors in connection with our Concierge referral services.

Each underlying investor in a Fund must be, at minimum an accredited investor as defined in Rule
501(a) of Regulation D. With the exception of additional Funds, SecondMarket does not
anticipate providing investment advisory services to any other clients.