Tenzing Global Management LLC

Item 5: Fees and Compensation
Tenzing Global’s clients generally compensate Tenzing Global and its affiliates through a management fee and an
incentive allocation. Please see the applicable offering documents and investment management agreements for the
Tenzing Fund and the Sub-Advised Fund which include a complete discussion of applicable fees paid by investors related
to such vehicles.

Management Fee
Tenzing Global earns an asset-based management fee on the aggregate net assets of each client, which is payable and
deducted from the client’s assets monthly in advance. The management fee is calculated on an investor-by-investor
basis for each client and generally ranges from 1.25% to 1.75% of an investor’s capital balance depending on the
liquidity terms in which an underlying investor has invested. These fees may be negotiable. If external assets under
management exceed $500 million, the management fee rate will be reduced according to a formula in the offering
documents.

Incentive Allocation
Tenzing Global also earns performance-based compensation on profits earned over the incentive allocation time, which
varies by class, or upon withdrawal. The incentive allocation is transferred from the limited partners to the general
partner, in the case of the Tenzing Fund, and to the advisor as a special limited partner, in the case of the Sub-Advised
Fund. The incentive allocation is calculated on an investor-by-investor basis for each client and generally ranges from
15% to 20% of the net appreciation in each investor’s capital account, subject to a standard high-water mark. These fees
may be negotiable.

Routine Withdrawal
Tenzing Global seeks to partner with investors who share a long-term view and investment philosophy. Accordingly,
investors have agreed that they may withdraw amounts from their capital account balances only at certain times.
Investors are permitted to make Routine Withdrawals during soft- and hard-lock periods, as outlined in the applicable
offering documents.

Early Withdrawal Charge
If an investor makes a withdrawal outside of the agreed upon Routine Withdrawal windows, an early withdrawal charge
of 7.5% will be applied and directly deducted from the withdrawn amounts. Early withdrawal charges paid by the
withdrawing investor are paid to the remaining investors across both clients in proportion to their capital account
balances.

Expenses
Generally, Tenzing Global’s clients are responsible for their own costs and expenses related to operations and
administration, which may include, but are not limited to the following: (a) expenditures made by or on behalf of the
client in connection with the clients’ formation and organization; (b) brokerage and futures commissions and other
transaction related compensation and charges arising out of transactions involving client assets, including costs and
expenses associated with using a service provider unaffiliated with Tenzing Global to provide an outsourced trading desk
function; (c) interest on margin and other borrowings, interest and other borrowing charges on investments sold short,
and custodial fees; (d) auditing, accounting, administration, bookkeeping, appraising, tax preparation, legal and other
professional fees, costs and expenses, including fees and costs paid to counsel for services relating to a client’s legal
affairs (which include fees and costs involved in documenting or negotiating special arrangements between Tenzing
Global and any client), fees and costs in connection with lawsuits, arbitrations and other controversies, fees of third
party administrators, and costs and liabilities arising under exculpation, indemnification and liability of Tenzing Global);
(e) costs and expenses incurred in connection with the offer and sale of offerings, including printing, copying, travel and
travel-related costs and expenses associated with the preparation of offering materials and the sale of offerings;
provided that clients will not be charged or bear any placement or solicitation fees in connection with the sale of
offerings; (f) fees and expenses of third-party appraisers, experts, consultants, and other professionals in connection
with, as well as other costs and expenses (including travel and travel-related expenses and costs of third party analytical
services) directly related to, investment research and due diligence; (g) regulatory, licensing and governmental
registration, filing and other fees, transfer, withholding, stamp, and other taxes and duties imposed on clients; (h) costs
and expenses of client reporting, and costs and expenses of client governance activities (including obtaining client
consents); (i) the client’s allocable share of the costs and expenses related to the operation and/or administration of any
collective investment vehicle (including a “master fund” or similar entity) in which clients hold an ownership interest;
and (j) other reasonable client costs and expenses related to the management and operation and/or the purchase, sale
or transmittal of investments and other client assets, as the advisor determines.

All or a portion of these costs and expenses may be paid by brokerage firms as discussed in Item 12 below. Some of
these costs and expenses may be incurred on a comingled basis and then allocated to each client, generally in
proportion to the value of each client’s assets managed by Tenzing Global.
Investors in the Sub-Advised Fund may bear additional expenses unrelated to Tenzing Global’s management. Investors
should consult with the Sub-Advised Fund’s sponsor regarding these expenses.

Generally, any fees paid in advance are not refundable. Tenzing Global does not accept compensation for the sale of
securities or other investment products apart from the advisory services provided to its clients.

Item 7: Types of Clients
Tenzing Global currently advises two pooled investment vehicles. Investments in the Tenzing Fund generally require a
minimum initial investment of $2 million. Investments in the Sub-Advised Fund are separately negotiated. Tenzing
Global may waive or increase minimum account sizes and decline to accept new investments in its sole discretion.