Proteus LLC

Item 5 – Fees and Compensation

 The investment advisory services of Proteus are currently limited to:

   1. Its selection of and allocation to Investment Products for the Master Funds and Proteus Pools.
   2. Its selection of and allocation to Master Funds and Proteus Pools for the Feeder Funds.

Advisory and management fees described below are generally charged to the applicable Client (i.e., the
Feeder Funds, Master Funds, or Proteus Pools) and are borne indirectly by the Investors through their
investment in the Client.

When serving as the investment advisor to Clients, Proteus is compensated through advisory fees and/or
management fees. Generally, Proteus assesses the following management fee structure to Clients (and
indirectly, Investors), subject to the tiered fee methodology described below. Feeder Funds on the Platform
generally pay Proteus a management fee pursuant to the following schedule, with a maximum annual rate of
0.96% (or 0.08% monthly) of the assets of each respective Investor invested in Investment Products, which is
allocated to each Investor’s Capital Account based on the value of the Investor’s interest in the applicable
Feeder Fund (“Standard Fee Schedule”). Notwithstanding the foregoing, a tiered fee structure may exist to
reduce an Investor’s respective management fee for the sum of additional assets that an Investor or group of
Investors, sharing the same advisor, allocate above each capital limit delineated below. The structure
provides for fee reductions after the following allocated capital thresholds are crossed:

              Assets allocated up to $25,000,000 are charged at a maximum annual rate of 0.96%.

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              Assets allocated above $25,000,000 and up to $50,000,000 are charged at a maximum annual
               rate of 0.84%.
              Assets allocated above $50,000,000 and up to $75,000,000 are charged at a maximum annual
               rate of 0.72%.
              Assets allocated above $75,000,000 and up to $100,000,000 are charged at a maximum annual
               rate of 0.60%.
              Assets allocated above $100,000,000 are charged at a maximum annual rate of 0.48%.

The management fee is calculated monthly, paid in arrears, and is typically paid to Proteus by directly
deducting the cash from each Investor’s Capital Account. Proteus has the option to either invoice Investors
or issue capital calls to Investors for management fees due, pursuant to the offering documents of the Feeder
Fund. Proteus may establish different fee arrangements for certain Clients or Investors, including reduced
fees, fee waivers, or other negotiated terms. The management fee for each Feeder Fund is set forth in its
offering documents.

In certain instances, Proteus serves as the investment advisor to a Client and engages a subadvisor with
discretionary authority to manage the Client’s investment portfolio. For example, Proteus serves as the
investment advisor to the Weather Mark Long/Short, LLC fund (“Weather Mark Fund”). The Weather Mark
Fund invests in individual securities through a separately managed account and charges advisory and
performance-related fees. The Weather Mark Fund charges an annual advisory fee of 1.50% of the invested
balance of each Client (and indirectly, each Investor’s Capital Account), of which Proteus receives 50% and
the subadvisor to the Weather Mark Fund receives the remaining 50%. In addition to this advisory fee, the
subadvisor receives a performance-based allocation equal to 20% of the net profits generated for each Client
(and indirectly, each Investor’s Capital Account), subject to the terms of the Weather Mark Fund’s governing
documents. Clients (and indirectly, Investors) in the Weather Mark Fund are not charged the Standard Fee
Schedule.

Proteus also serves as the manager of certain private funds for which it receives asset-based management or
administrative fees in connection with their operation. In these instances, Proteus does not provide
investment advisory services, and a separate unaffiliated investment adviser is responsible for all investment
decisions. In its manager-only role, Proteus oversees fund operations, coordinates key service providers, and
ensures adherence to the fund’s governing documents, while supporting day-to-day operations, investor
servicing, and reporting. These funds where Proteus only serves as the manager are not advisory clients of
Proteus and are not reported in Item 7.B of Form ADV Part 1A by Proteus. Any compensation received by
Proteus in its capacity as manager of these private funds is disclosed in the applicable fund’s governing
documents..

The Clients (and indirectly, Investors) can be charged for third party transaction costs, custodial fees and any
other investment-related fees or expenses such as due diligence services, pursuant to the offering
documents.

In addition to advisory and management fees, Clients (and indirectly, the Investors) may bear certain

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operating expenses associated with the operation of the funds and their investments, as described in the
applicable offering documents. These expenses may include, but are not limited to, the following: travel
expenses; consulting, advisory, investment banking, legal, and other professional fees relating to investments
or contemplated investments; information-related expenses; interest expenses; appraisal fees; legal,
auditing, and accounting expenses (including expenses associated with the preparation of Client financial
statements, tax returns, and Schedule K-1s); insurance expenses (including errors and omissions insurance
and other similar policies); any entity-level taxes, fees, or other governmental charges levied against the
Client; all litigation-related and indemnification expenses; and expenses comparable to any of the foregoing.
As specified in the offering documents, these expenses are taken into account when determining the net
...

Item 7 – Types of Clients

 Proteus provides investment advice to its Clients, which are Feeder Funds and Master Funds. Investors
 participate in these Clients through investments in the Feeder Funds. The conditions for investing in each
 Feeder Fund, including minimum investment amounts, are described in the offering documents of each
 Feeder Fund. The minimum initial investment for Investors in Feeder Funds on the Platform generally ranges
 from $50,000 to $350,000 depending on the Feeder Fund. The offering documents of each Feeder Fund will
 also note that Proteus, in its capacity as the manager of the Feeder Funds, may reduce or waive minimum
 investment requirements in its discretion.

 Investors in Feeder Funds must satisfy certain eligibility and suitability requirements. At a minimum, Investors
 must qualify as “accredited investors” as defined in Rule 501(a) of Regulation D. In addition, some of the
 Feeder Funds on the Platform may require the Investors to be “qualified purchasers” as defined in Section
 2(a)(51) of the Investment Company Act, and/or “qualified clients” as defined in Rule 205-3(d) under the
 Advisers Act. Investors are required to represent and certify their eligibility in the subscription documents for
 each Feeder Fund, and Proteus may rely on such representations in determining an Investor’s eligibility to
 participate in the applicable fund. Investors may include both taxable and tax-exempt status.