Rising Tide Fund Managers LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to Rising Tide are negotiable and vary among its Clients.
However, the range of compensation is generally as follows:
        1.       Management Fee
Management fees are stated in the Fund’s Offering Documents. Rising Tide typically receives
an annual management fee equal 2.0% of the Fund’s committed or invested capital.
        2.       Performance-based Fees
Each Fund’s General Partner or Managing Member, as applicable, generally receives a carried
interest equal to a percentage of all realized profits, as described more fully in each Fund’s
Offering Documents. The carried interest is generally subject to a giveback at the end of life
of the Funds if the General Partner or Managing Member, as applicable, has received excess
cumulative distributions.
The carried interest will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”).
        3.       Fee Comparison
Fund expenses, including the management fee and any performance-based fees, can
constitute a higher percentage of average net assets than could be found in other investment
programs.
B.      Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are
deducted from Client assets. Management fees are withdrawn at the beginning of the calendar
year and any balance due is remitted at the end of each year. Performance-based fees are only
paid when the Funds distribute realized proceeds pursuant to the Fund’s Offering
Documents.
C.      Third-Party Fees
Expenses to be borne by each Fund typically include the following costs and expenses
associated with the formation, operation, dissolution, winding-up, or termination of such
Fund: (i) all expenses incidental to the organization of the Fund, the General Partner and
related entities; (ii) all costs incurred in connection with operation of its business, including
those costs associated with holding or sale of securities; (iii) all legal, audit, registration,
liability insurance premiums, financial fees; (iv) the cost of Fund meetings; and (v) any
extraordinary expenses of the Fund.
D.      Prepayment of Fees
The Funds invest in the securities of private companies on a long-term basis. Accordingly, all
fees are paid during the term of the Funds and Investors are generally not permitted to

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                                                                 Rising Tide Fund Managers, LLC

withdraw or redeem Interests in the Funds. Fees paid at the beginning of a fiscal period (such
as management fees) will not be refunded or prorated for partial periods.
E.      Outside Compensation for the Sale of Securities
Neither Rising Tide nor its supervised persons accept compensation for the sale of securities
or other investment products outside of its association with Rising Tide.
The foregoing discussion in Item 5 represents Rising Tide’s basic compensation
arrangements. The management fees and incentive allocations described above are
structured to comply with Rule 205-3 under the Advisers Act. Fees and other
compensation are negotiable in certain circumstances and arrangements with any
particular Investor may vary. Although Rising Tide believes its fees are competitive,
lower fees for comparable services may be available from other investment advisers.

Item 7 – Types of Clients

Rising Tide provides investment advice and management to the Funds.
Rising Tide intends to restrict the number of Investors in the Funds and will offer Interests
only through non-public transactions in order to maintain their exclusion from “investment
company” status under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
Prospective Investors in the Funds must meet eligibility criteria, and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review a Fund’s Offering Documents, which set forth all of the terms in detail.
Though the Funds generally pursue the same strategy, offering terms may differ.

                                                                                Part 2A of ADV:
                                                                Rising Tide Fund Managers, LLC

Each Investor generally must be an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933) and “qualified client” (as defined in Rule 205-3 under the Advisers
Act) and must meet other criteria as specified in the Offering Documents. The minimum initial
investment varies by Fund but is generally $20,000, subject to waiver at the discretion of
Rising Tide.