Scenic Management LLC

Item 5 – Fees and Compensation
A. Management Fees and Carried Interest
Scenic Management is compensated through management fees and, in certain fund vehicles, carried interest, as
described in the Fund Materials. As noted earlier, each fund vehicle has its own set of Fund Materials, which set
forth the specific management fee rate, carried interest terms, and waterfall provisions applicable to that fund.

To the extent any Fund is subject to a management fee, such fee will generally be paid on a quarterly or annual
basis. Carried interest is calculated and distributed in accordance with each fund's waterfall provisions as
described in the Fund Materials.
Except to the extent provided in a side letter with respect to certain investors, such fees are typically not
negotiable.

B. Other Fees and Expenses
In addition to management fees and carried interest, investors may incur certain fund-level operating expenses,
as permitted under each fund’s governing documents. These may include:
         • Legal fees for fund formation, ongoing operations, and individual investment transactions
         • Annual independent audit fees
         • Third-party fund administration fees
         • Independent valuation fees (for fair value assessments of portfolio positions)
         • Compliance consulting fees
         • Custodian and escrow fees associated with settlement and transfer of private securities
         • Other ordinary course fund operating expenses as described in the Fund Materials
Investors should carefully review the applicable Fund Materials for a complete description of fees and expenses
that may be charged to the fund.

C. Compensation for Sale of Securities / Conflicts from Affiliated Broker-Dealer

Scenic Management (“SM” or the “Firm”) is affiliated through common control with Scenic Advisement, Inc.
(“SA”), a FINRA-registered broker-dealer.

Role of Affiliated Broker-Dealer and Personnel: SA specializes in advisory brokerage for late-stage private
technology secondary transactions and may serve as a source of deal flow for SM. Barrett Cohn serves as the
CEO and Co-Founder of SA, where he leads the broker-dealer’s transaction execution efforts. While Mr. Cohn
holds an economic interest in the General Partner entities managing the SM, he is strictly focused on the
brokerage side of the business. Crucially, Mr. Cohn does not possess, nor does he exercise, any investment
decision-making authority or discretion over the Firm’s investment activities or fund portfolios.

Nature of Conflict: When SM participates in a transaction facilitated by SA, SA may earn brokerage
compensation. This brokerage compensation is often pre-negotiated with the seller and documented in an
Engagement Agreement. A potential conflict of interest could arise, as SA may earn fees on transactions
involving SM’s capital.

Conflict Mitigation and Controls: To address a conflict of interest and uphold its fiduciary duty, SM
maintains a rigorous separation of functions and implements the following controls:

    •   Segregation of Duties: Investment decisions for SM are made exclusively by SM’s Investment
        Committee (IC). To prevent a conflict of interest in the selection of investments, Barrett Cohn is
        excluded from the IC and has no vote or veto power regarding the acquisition or disposition of assets
        for the Funds.

    •   Independent Valuation Benchmarking: The IC independently vets transactions to confirm that
        pricing and terms are consistent with "arm’s length" market standards. The Firm utilizes independent
        secondary market data (e.g., Forge, Nasdaq Private Market, EquityZen, Zanbato, Caplight) to validate
        these benchmarks.

    •   LPAC Oversight: SM transactions executed through SA are subject to disclosure and may undergo
        review by the Limited Partner Advisory Committee (LPAC). This provides independent oversight to
        help ensure that affiliated transactions are conducted in the best interest of the Limited Partners.