Weathergage Capital LLC

Fees and Compensation

Fee Schedules

Investors should review the Governing Documents of the relevant Weathergage Fund in
conjunction with this brochure for complete information on the fees and compensation
payable with respect to a particular Weathergage Fund. Prospective investors in a new
Weathergage Fund should review the Offering Memorandum for such Weathergage Fund
for proposed fee and compensation information; however, the actual fees and
compensation will be as set forth in the Governing Documents of such Weathergage
Fund. All Weathergage Funds are “qualified purchasers” as defined in Section 2(a)(51)
of the Investment Company Act and therefore Weathergage is not required to include fee
and compensation information in this brochure.

Negotiable Fees

The advisory fees payable with respect to each Weathergage Fund are established
through negotiations between Weathergage, each respective Weathergage Fund, and the
investors therein.

Investors and prospective investors in the Weathergage Funds should note that similar
advisory services may (or may not) be available from other investment advisers for
similar or lower fees.

Deduction of Fees; Timing of Payments; Termination

Weathergage is authorized under the Governing Documents to charge and deduct
advisory fees directly from the assets of the Weathergage Funds. Payment of advisory
fees are generally made quarterly in advance and in accordance with negotiated terms
between Weathergage and each respective Weathergage Fund. Please refer to the
Governing Documents of the relevant Weathergage Funds for complete information on
the timing of advisory fee payments.

Weathergage’s services may be terminated by any of the Weathergage Funds at any time
by prior written notice to Weathergage delivered within a reasonable period of time prior
to such termination. Upon termination of any services, any prepaid, unearned fees will
be promptly refunded, and any earned, unpaid fees will be due and payable.

Other Fees and Expenses

In addition to any advisory fees payable to Weathergage, each Weathergage Fund may
incur certain charges imposed by third parties, including (but not limited to): fees, costs
and expenses of any custodians, attorneys, accountants, auditors, valuation experts or
other professionals (including costs and expenses for tax and audit services to the
Weathergage Fund); out-of-pocket costs and expenses, if any, incurred in developing,
negotiating, structuring, monitoring, or, to the extent applicable, disposing of, portfolio
investments of the Weathergage Fund, including without limitation any financing, legal,
accounting, advisory, consulting, market data (including costs related to third-party
analytical and database software services) or other professional expenses in connection
therewith and expenses incurred in connection with attending meetings of portfolio funds
or with representatives thereof; the costs and expenses (including set up costs, speaker
fees, honorarium dining, entertainment, travel and travel-related expenses (including,
without limitation, commercial transportation costs, accommodations and meals) and
other expenses) of holding meetings or conferences with investors; out-of-pocket costs
and expenses, if any, incurred by or on behalf of the Weathergage Fund in developing,
negotiating and structuring prospective or potential portfolio investments which are not
ultimately made, including without limitation any legal, accounting, advisory, financing,
consulting and market data costs (including analytical and database software services)
and expenses in connection therewith (to the extent not otherwise reimbursed); brokerage
commissions, registration fees and expenses, custodial expenses, other bank service fees
and other investment costs, fees and expenses actually incurred in connection with actual
portfolio investments; interest on and fees and expenses arising out of all borrowings
made by the Weathergage Fund, including, but not limited to, the arranging thereof; the
costs of any actual or threatened litigation, liability or other insurance and
indemnification or extraordinary expenses or liabilities relating to the affairs of the
Weathergage Fund; the costs of liquidating the Weathergage Fund’s assets at the end of
its term; certain expenses incurred by the Weathergage Fund’s advisory board members
(if any); expenses of AIVs or Feeder Funds (as defined below); costs and expenses
incurred in connection with establishing and operating any general partners of
Weathergage Funds or related entities; costs and expenses incurred in connection with
any legal and regulatory compliance with U.S. federal, state, local, non-U.S. or other laws
and regulations; and any taxes, fees or other governmental charges levied against the
Weathergage Fund and all expenses incurred in connection with any tax audit,
investigation, settlement or review. In addition, each private investment fund in which a
Weathergage Fund acquires an interest will generally pay advisory fees, performance-
based compensation and/or other fees and expenses to an investment adviser and/or
general partner that is not affiliated with Weathergage. Compensation and expenses paid
to Weathergage for investment advisory services to the Weathergage Funds are separate
and distinct from the advisory fees, performance-based compensation and expenses

charged by the independent investment advisers or general partners of the private
investment funds in which Weathergage Funds invest.

Weathergage and general partners of Weathergage Funds may, from time to time, incur
fees, costs and expenses on behalf of more than one Weathergage Fund. To the extent
such fees, costs and expenses are incurred for the account or benefit of more than one
Weathergage Fund, each such Weathergage Fund will typically bear an allocable portion
of any such fees, costs, and expenses in proportion to the size of the Weathergage Fund
...

Types of Clients

Types of Clients and Investment Vehicles

Weathergage provides advice to pooled investment vehicles, including the Weathergage
Funds. The limited partners of the Weathergage Funds include corporations, pension
plans, endowments, foundations, trusts, estates, individuals and pension and profit
sharing plans. The Weathergage Funds are beneficially owned by a limited number of
“accredited investors” as defined in Regulation D under the Securities Act or exclusively
by “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act,
and are therefore not required to register as investment companies under the Investment
Company Act in reliance upon certain exemptions available to private investment funds
whose securities are not publicly offered.

Weathergage provides investment management and supervisory services to certain
venture capital funds-of-funds (some of which may be managed on a non-discretionary
basis) for single limited partners. Certain of Weathergage’s single limited partner fund
investors also invest in current or future Weathergage Funds.

Weathergage or its related persons may also, from time to time, establish Weathergage
Funds in the form of co-investment vehicles to allow certain persons to co-invest
alongside certain Weathergage Funds in investment opportunities that, for purposes of
portfolio construction, exceed a Weathergage Fund’s desired allocation with respect to
such investment opportunities.

Weathergage or its related persons have established certain investment vehicles (“Feeder
Funds”) to address certain tax, legal or regulatory requirements. Each Feeder Fund is a
limited partner of a Weathergage Fund and interests in such Feeder Fund are held by the
investors who had elected to participate in the Weathergage Fund through such Feeder
Fund. Please refer to the Governing Documents of the relevant Feeder Fund for complete
details on such Feeder Fund established by Weathergage. In addition, Weathergage may
form other alternative investment vehicles or special purpose vehicles (collectively,
“AIVs”) formed for the purpose of facilitating certain investments by one or more
Weathergage Funds and/or investors. Please refer to the Governing Documents of the
relevant Weathergage Fund for complete details on any Weathergage Fund’s ability to
make investments through AIVs.

Minimum Investment Requirements

Interests in the Weathergage Funds are offered in private placements under the Securities
Act. As a result, Weathergage and its related persons generally require that each investor
in each of the Weathergage Funds be an “accredited investor” as defined in Regulation D
under the Securities Act. In addition, Weathergage and its related persons generally
require that each investor in each of the Weathergage Funds be a “qualified purchaser” as
defined in Section 2(a)(51) of the Investment Company Act.

In general, the minimum investment commitment required of an institutional investor to
participate in a Weathergage Fund is $5,000,000; however, the general partner (or
equivalent thereof) of each Weathergage Fund has discretion to increase or reduce the
minimum investment commitment. The minimum investment commitment required of
an Overage Account investor is negotiated by Weathergage on a case-by-case basis.

Methods of Analysis, Investment Strategies and Risk of Loss