Index Disclosures and Limitations

The SharesPost Private Growth Index (the “Index”) is published by SharesPost Research LLC (the “Publisher”), a wholly-owned subsidiary of SharesPost, Inc. The Index does not constitute an offer of services. All information provided by the Publisher is impersonal and not tailored to the needs of any person, entity, or group of persons. It is not possible to invest directly in the Index. The Publisher does not sponsor, endorse, sell, promote, or manage any investment fund or other investment vehicle that is offered by third parties and that seeks to provide an investment return based on the performance of the Index.

The Publisher makes no assurance that any investment products based on the Index will accurately track Index performance or provide positive investment returns. The Publisher does not act as a fiduciary and is not an investment advisor. The Publisher makes no representation regarding the advisability of investing in any investment fund or other investment vehicle. A decision to invest in any such vehicle or asset should not be made in reliance on any of the statements set forth in this document. Inclusion of a security within the Index is not a recommendation by the Publisher to buy, sell, or hold such security, nor is it considered to be investment advice.

These Index and materials prepared in connection therewith have been prepared solely for informational purposes based upon information from sources believed to be reliable. While the Publisher has obtained information from sources it believes to be reliable, the Publisher does not perform an audit or undertake any duty of due diligence or independent verification of any information it receives. The information contained in these Index materials or any links thereto should not be acted upon without obtaining specific legal, tax, and investment advice from a licensed professional. No content contained in these materials (including Index data, research, valuations, or models) or any part thereof (“Content”) may be modified, reverse-engineered, reproduced, or distributed in any form or by any means, or stored in a database or retrieval system, without the prior written permission of the Publisher. The Content shall not be used for any unlawful or unauthorized purposes.

The Publisher, its third-party data providers and licensors, and their respective affiliates, directors, officers, or employees (collectively “Index Parties”) do not guarantee the timeliness, accuracy, or completeness of the Content and expressly disclaim all warranties of merchantability and fitness for a particular purpose with respect thereto. The Index Parties are not responsible for any errors or omissions, regardless of the cause, for the results obtained from the use of the Content. In no event shall the Index Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special, or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of the Content even if advised of the possibility of such damages.

The Content should not be relied on and is not a substitute for the skill, judgment, and experience of the user, its management, employees, advisors, and/or clients when making investment and other business decisions.

Charts and graphs are provided for illustrative purposes. Past performance is not an indication of future results. Prospective application of the methodology used to construct the Index may not result in performance commensurate with the back-test returns shown. The back-test period does not necessarily correspond to the entire available history of the Index. Please refer to the Index Methodology for additional information on Index calculation and rebalancing policies.

One limitation of the approach used to calculate the Index is that the Publisher relies upon its own proprietary waterfall models to calculate the implied enterprise values of Index Constituents. In doing so, the Publisher uses discretion to make judgments and estimations regarding, for example, the number of outstanding shares of Index Constituents. To the extent that such judgments and estimations are inaccurate, the implied valuations underlying the Index would be inaccurate as well.

Another limitation of the Index is that, in calculating the implied enterprise values of Index Constituents, the Publisher does not treat differently Index Data derived from secondary transactions executed on the SPFC platform and primary financing rounds. We acknowledge that SPFC secondary transactions tend to have distinct valuation dynamics as compared to primary funding rounds. Given the large number of data points included in the Index, we remain confident that any fluctuation associated with intermingling primary and secondary transactions is fairly minimal.

Another limitation of back-tested hypothetical information is that generally the back-tested calculation is prepared with the benefit of hindsight. Back-tested data reflect the application of the Index methodology and selection of Index Constituents in hindsight. No hypothetical record can completely account for the impact of financial risk in actual trading. For example, there are numerous factors related to the private equities markets in general which cannot be, and have not been, accounted for in the preparation of the Index information set forth, all of which can affect actual performance. In addition, we have not maintained a historical record of private company cap tables, which may affect the implied enterprise values included in the Index for back-testing purposes.

The Index Constituents are necessarily limited to only those that the Publisher is aware meet the Index Eligibility Requirements. There may be companies that in fact meet the Index Eligibility Requirements and thus should be included among the Index Constituents, but which have not been included in the Index on the basis that the Publisher has not been able to confirm eligibility. For example, there may be a high-profile company that appears to belong to the Index Universe, but the Publisher is unable to confirm, based on available Index Data, that it meets the Index Eligibility Requirements. Such a company would not be included in the Index, notwithstanding the fact that it meets the Index Eligibility Requirements. Similarly, although the Publisher uses commercially reasonable efforts to track data on private companies, the data it relies on may be inaccurate or it may not be published in such a fashion that it becomes known to the Publisher. This may result in companies being included in the Index that, had the Publisher been aware of the accurate data, would not have been.

The Index does not represent the results of actual trading of investor assets. The Publisher maintains the Index and calculates the Index levels and performance shown or discussed, but does not manage actual assets.

Important Notice

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