Diker Management LLC

Fees and Compensation
        Separate Accounts

The fees paid by Separate Accounts are negotiable and vary, but typically consist of the following:

    •   An annual fee of 1%, paid quarterly in arrears, of each Separate Account’s total average equity assets.
    •   An annual fee of 0.40%, paid quarterly in arrears, of each Separate Account's portfolio of average
        fixed income assets.

The Investment Advisory Agreement signed with each Separate Account provides that the Company is
authorized to receive its fee directly from the Client's account.

The Investment Advisory Agreement is terminable by either the Company or the Separate Account at any
time upon written notice. If such termination were to occur on any date other than the last day of a calendar
quarter, then the advisory fee will be due and payable on such date on a prorated basis as detailed above.

        Fund

The Fund will pay to the Company on the last day of each fiscal quarter a fee for management services (the
"Management Fee") equal to 0.375% of the month-end net asset value of each limited partner's capital
account for such fiscal quarter (1.5% per annum). The Company deducts the Management Fee from the

Fund’s account quarterly in arrears, as further disclosed in the Fund’s Offering Documents.

An affiliate of Diker serves as the General Partner to the Fund and receives an annual incentive allocation
that is equal to 20% of the net capital appreciation, realized and unrealized, allocated to each limited partner
or shareholder in each fund for a fiscal year.

In the discretion of the General Partner, the Management Fee and incentive allocation may be waived,
reduced, or calculated differently with respect to certain limited partners in the Fund.

The Company’s Management Fees and incentive allocation are not inclusive of all the fees and expenses
that Investors may bear. The Fund shall also bear certain expenses, including, but not limited to, investment
expenses (e.g., expenses that Diker reasonably determines to be related to the investment of the Fund’s
assets, such as brokerage commissions, expenses relating to short sales, margin interest, clearing and
settlement charges, custodial fees, bank service fees and interest expenses); investment-related travel
expenses; legal and compliance expenses, including, without limitation, costs and expenses incurred in
connection with the drafting and filing of all regulatory filings and reports required to be made by the Fund,
the General Partner or Diker relating to the Fund, including, without limitation, Form PF; professional fees
(including, without limitation, expenses of consultants and experts) relating to investments; accounting
expenses (including the cost of accounting software packages); auditing and tax preparation expenses; costs
of printing and mailing reports and notices; taxes; corporate licensing; regulatory expenses (including filing
fees); organizational expenses; expenses incurred in connection with the offering and sale of the limited
partnership interests; fees and expenses related to research and market data; administrative expenses
(including fees and expenses of any administrator); custodial fees (including fees and expenses of any
custodian); other similar expenses related to the Fund; and extraordinary expenses. Such expenses will be
shared on a pro rata basis by all partners in the Fund. The Fund shall reimburse the General Partner and/or
Diker for any Fund expenses advanced by the General Partner or Diker, as applicable, on its behalf.

Performance Based Fees and Side-by-Side Management
As stated in the Fees and Compensation section above, Diker’s affiliate charges performance-based fees to
the Fund, which are fees based on a share of capital gains on or capital appreciation of the Fund’s assets.

The fact that Diker is compensated based on the trading profits may create an incentive for Diker to make
investments on behalf of the Fund that are riskier or more speculative than would be the case in the absence
of such compensation. Performance based fees may create an incentive for the Company to favor accounts
that pay a performance-based fee over other accounts that do not pay a performance-based fee. In addition,
the performance-based fee received by Diker is based on realized and unrealized gains and losses. As a
result, the performance-based fee earned could be based on unrealized gains that the Fund may never
realize. However, the Diker incentive fee allocation will only be made to the extent there is no
unrecoverable balance remaining in such Limited Partner’s loss recovery account. Investors are provided
with clear disclosure in Offering Documents as to how the incentive fee allocation is calculated and paid,
to the extent applicable. Additionally, the structure of the inventive fee allocation received by the Company
or its affiliate and/or employees is intended to create an alignment of interest between the Investors and the
Company and its investment professionals with respect to the management of investments.

Diker has adopted and implemented policies and procedures intended to address conflicts of interest relating
to the allocation of investment opportunities. Diker reviews investment decisions for the purpose of
ensuring that all Clients with substantially similar investment objectives are treated equitably.

Types of Clients
As discussed in the Advisory Business section above, Diker’s current Separate Accounts consist of high
net worth individuals, charitable institutions, and corporations or business entities.

As further described in Item 4 of this Brochure, the Company provides investment management services to
the Fund, which is a private fund investment vehicle exempt from registration under the Investment
Company Act of 1940, as amended (“Investment Company Act”).

Admission to the Fund is not open to the general public. Each investor must meet certain eligibility
provisions whereby interests/shares are generally only offered to (i) U.S. investors who are (a) accredited
investors within the meaning of Regulation D of the Securities Act of 1933, as amended or (b) qualified
purchasers within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended;
(ii) non-U.S. investors, and (iii) “knowledgeable employees” as such term is defined in Rule 3c-5 of the
Investment Company Act of 1940.

The Company generally requires a minimum of $5,000,000 to open a Separate Account and $1,000,000 for
an investment in the Fund. However, Diker maintains discretion to individually waive, increase or reduce
the minimum investment required.

Methods of Analysis, Investment Strategies and Risk of Loss
General Description of Investment Strategy

The Fund will invest primarily in equity securities of technology-driven companies which the Investment
Manager believes offer compelling upside potential relative to their downside risk (“Portfolio Companies”).
The Investment Manager seeks out Portfolio Companies that provide high valued services in segments of
large and established markets.

The Investment Manager expects that the Partnership’s portfolio will consist of both long and short
positions. The partnership will typically be managed with a long-biased net exposure, but will take short
positions for both investment and hedging purposes.

Research Process

The Investment Manager relies heavily on in-house proprietary research to assess investment opportunities.
This research may include the review of publicly available documents and interaction with management
teams, shareholders, customers, competitors, industry consultants, analysts and other industry participants.
The Investment Manager believes that this research produces a fundamental understanding of industry level
dynamics, company-level operating drivers, unit economics and competitive dynamics. The Investment
Manager also considers the competence and suitability of management, product and go-to-market
strategies, and other factors that inform a prospective investment.

Material Risks

An investment in the strategies managed by Diker entails a certain degree of risk and therefore should be
undertaken only by clients and investors capable of evaluating and bearing the risks that are present. Set
forth below is a non-exhaustive list of such risks; however, prospective investors are advised to review the
applicable Fund governing documents for a more extensive description of the risks of investing in the Fund.
Prospective Separate Account clients may request additional details relating to such risks from the
Company.

Investing in securities involves risk of loss that all Clients and investors should be prepared to bear.

Identifying undervalued securities and other assets is difficult, and there are no assurances that such a
strategy will succeed. Furthermore, a substantial period of time may elapse before investments realize any
anticipated value.

        Issuer Risk

The value of small-cap company securities may be subject to wider price fluctuations and may be difficult
or impossible to sell. Low trading volume in a company’s securities means that Diker may have to sell
holdings at a discount from quoted prices or make a series of small sales over an extended period of time.
Diker may also make investments into restricted securities that may require Diker to value these securities
in accordance with Diker valuation polices. In addition, small-cap companies may generate less information
on which to base investment decisions. Small-cap companies are often subject to risks related to lack of
management experience, lack of financial resources, reliance on a single product, and the inability to
compete with better capitalized companies led by more experienced managers.

        Derivatives Risk

Diker may utilize both exchange-traded and over-the-counter derivatives, including, but not limited to,
futures, forwards, swaps, options and contracts for differences, as part of its investment policy. These
instruments can be highly volatile and expose Clients to a high risk of loss.

        Counterparty and Settlement Risk

To the extent Diker invests in swaps, derivatives or "synthetic" instruments, repurchase agreements, other
over-the-counter transactions or non-U.S. securities or engages in securities lending, Diker may take a credit
risk with regard to parties with which it trades and may also bear the risk of settlement default. A default
by a trading counterparty could result in losses to Diker due to the delay of settlement of a transaction, loss
of market gains or, in certain circumstances, loss of a portion or the full amount of the notional value of the
transaction.

        Cybersecurity Risk

Diker and its service providers, including banks, broker dealers, custodians and their affiliates, may be
subject to operational and information security risks resulting from cyber-attacks. Cyber-attacks include,
among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks
on websites, the unauthorized release of confidential information, unauthorized asset transfers and various
other forms of cybersecurity breaches. Cyber-attacks affecting Diker or its service providers may adversely
impact Diker. For instance, cyberattacks may interfere with the processing or execution of Fund or Client
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