Weathervane Asset Management LLC

ITEM 5 - FEES AND COMPENSATION

Private Fund Management and Performance Fees. The fees to be paid to Weathervane (and/or its
affiliates) by each Private Fund will be separately negotiated with each Private Fund entity, but are generally
expected to include:

(i)      a management fee (the “Management Fee”) equal to two percent (2%) of the gross proceeds of a
         Private Fund’s offering and any follow-on offering and/or additions to capital over the life of a
         Private Fund; and

(ii)     (ii) a performance-based distribution (the “Performance Fee”) generally equal to a ten percent
         (10%) of the distributions made to the investors in the Private Fund, after the investors have
         received a return of their invested capital contributions to the Private Fund, as described in
         “Performance-Based Fees and Side-by-Side Management” below.

Administrative Fees. Weathervane shall pay each Private Fund's operating expenses, including, but not
limited to, investment expenses (e.g., brokerage commissions, clearing and settlement expenses, custodial
fees), legal expenses, internal and external accounting, audit and tax preparation expenses, costs of printing
and mailing reports and notices to investors, costs of third party administrators, consultants, and
extraordinary expenses, if any (the “Administrative Fees"). An expense of up to $75,000 per year will be
assessed per Series (including all sub-Series).

The specific compensation payable to Weathervane (and/or its affiliates) with respect to a particular Private
Fund, or Series, will be separately negotiated and tailored with respect to the underlying investment
opportunity or opportunities and may vary between Private Funds or Series, as applicable. The calculation,
timing and amount such compensation, as well as any adjustments to be made to such amounts, is agreed
upon by the Private Fund and Weathervane, and set out in the Operating Agreement of the Private Fund.
Weathervane generally may waive, modify or reduce the management fee with respect to any investor or
class of Members in a Private Fund.

Fees are paid by the Private Fund and may be paid out of cash that is otherwise distributable to the investors
in the Private Fund, including cash held by the Private Fund after the disposition of an investment and
before the proceeds are distributed to investors (i.e., deducted from the assets of the Private Fund), or from
other cash reserves or income streams held by the Private Fund.

INVESTORS AND PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW THE
ORGANIZATIONAL AND SUBSCRIPTION DOCUMENTS OF THE APPLICABLE PRIVATE
FUND FOR FURTHER INFORMATION ABOUT THE FEES CHARGED TO INVESTORS.
SUCH DOCUMENTS ARE AVAILABLE ONLY TO PROSPECTIVE INVESTORS WHO ARE

ELIGIBLE TO INVEST IN SUCH FUND, AS DETERMINED IN THE SOLE DISCRETION OF
WEATHERVANE.

Investment Management Fees. Weathervane believes that its annual investment management and
performance fee arrangements are reasonable in relation to: (1) services provided and (2) the fees charged
by other investment advisers offering similar services/programs. However, our fees may be higher than
that charged by other investment advisers offering similar services/programs.

Fees charged for our Investment Management Services are assessed based on a percentage of assets under
management, billed in arrears (at the end of the billing period) on a quarterly calendar basis and calculated
based on the fair market value of your account as of the last business day of the current billing period. Fees
are prorated (based on the number of days service is provided during the initial billing period) for your
account opened at any time other than the beginning of the billing period. If Investment Management
services are commenced in the middle of the billing period, then the prorated fee for that billing period will
be billed in arrears at the end of that billing period.

For our Investment Management services, client will be charged the following annual fee based upon the
amount of assets under management:

        Assets Under Management                                             Annual Fees
        $0 – $250,000                                                       2.00%
        $250,001 and Above                                                  1.00%

Investment Management - Performance Based Fees. In addition to the annual fee based on the value of
the client's assets under management, we are compensated for our Investment Management Services
through a performance based fee. Under this arrangement, the client will be charged a fee contingent upon
the performance within the client's account(s). The performance based fee will be tied to the capital
appreciation (i.e. capital gains) within the account as evaluated at the end of each calendar quarter. The
performance based fee will be payable quarterly, in arrears. The performance based fee will generally not
exceed 25% of the capital appreciation attained within the client's account. In order for our firm to receive
a performance based fee, we must achieve capital appreciation within the account above a pre-determined
“Hurdle Rate” which we have defined as “The minimum amount of profit or returns an Account must earn
before Weathervane will earn a Performance Fee. The Hurdle Rate is equal to the performance of the S&P
500 Index (including reinvestment of dividends) during that Performance Period (i.e. each calendar
quarter)”.

The Hurdle Rate will be pro-rated for shorter periods to account for any contributions or withdrawals. The
Performance Fee will be calculated and based upon realized and unrealized gains in the Account. This
limitation prevents Weathervane from receiving a Performance Fee as to profits in the Account that simply
restore previous losses. Weathervane is entitled to receive a Performance Fee only to the extent the Account
balance as of the end of the Performance Period exceeds the initial Account balance, with adjustments for
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ITEM 7 - TYPES OF CLIENTS

Weathervane provides investment advice to investment offerings forms as “private funds” under the
regulations adopted by the SEC. The minimum investment for such funds in $100,000 though Weathervane
may accept lesser amounts in its sole discretion.

Interests in the Private Funds will be offered privately to a limited number of sophisticated investors,
including institutional investors, pooled investment vehicles, privately-owned businesses, trusts, family
offices and high net worth individuals. The investment terms applicable to each Private Fund will be subject
to customization and negotiation based on various factors, including (without limitation) the size and
structure of the underlying investment opportunity, the estimated time horizon for the investment, the
available investment capacity and sources of financing, specific eligibility conditions or restrictions upon
investors, and other considerations. However, Members generally must qualify as (i) “accredited
investors”, within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended,
and (ii) “qualified clients”, within the meaning of Rule 205-3 under the Investment Advisers Act of 1940,
as amended.

Weathervane and its affiliates may enter into separate agreements, commonly referred to as “side letters”,
with certain Members, which would have the effect of establishing rights under, altering, or supplementing
the terms (including the economic terms) of the governing documents of the Private Fund, in a manner
more favorable to such investor than those applicable to other Members. Such rights or terms pursuant to
such agreements may include, without limitation, access to additional information, more favorable liquidity
and/or transfer terms, or other rights or terms deemed necessary in light of particular legal, regulatory or
tax characteristics of an investor.

Weathervane’s Investment Management Services are provided to high-net worth individuals, their families,
trusts and estates. We are also available to work with small and medium-sized companies and other legal
entities. As explained and defined in Item 6, all clients must meet the SEC’s thresholds for a “qualified
client” due to our performance-fee arrangements. We do not have a minimum investment amount for our
Investment Management Services.