Avoro Capital Advisors LLC

Item 5 – Fees and Compensation

A. Fee Schedule

The fees and compensation payable to Avoro and its relying adviser are negotiable and may vary among its
Clients. However, the range of compensation is generally as follows:

         1.       Management Fees

From the Avoro Life Sciences Funds, AVCAP typically receives a monthly asset-based management fee
calculated as a percentage of each Investor’s capital account, payable quarterly in advance. The management
fee is typically about 0.5% per quarter (approximately 2.0% annually).

From the Avoro Ventures Fund, during the Investment Period, the Management Fee will be equal to 0.625%
(i.e., 2.5% per annum) of each Investor's subscription. Beginning with the first fiscal quarter commencing
after the end of the Investment Period, until the liquidation of the Fund is completed, the rate of the
Management Fee with respect to each Limited Partner’s Subscription will be reduced annually by 0.2% per
annum (absolute), but not below 1.5%.

         2.       Incentive Allocation & Carried Interest

AVCAP, or its affiliate, generally receives a performance allocation from the Avoro Life Sciences Funds (the
"Incentive Allocation") equal to a percentage of the net income allocated to each Investor in the Life Sciences
Funds for the year, subject to a “high water mark” procedure such that the incentive allocation is taken only
to the extent net income allocated to that Investor exceeds any cumulative losses that were allocated to that
Investor for earlier periods and that have not been recovered. This Incentive Allocation is generally 20% and
is typically made at the end of each calendar year.

The Incentive Allocation will only be charged to accounts of those Investors and clients who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940.

Fees and other compensation are negotiable in certain circumstances and arrangements with any particular
Investor may vary.

For the Ventures Fund, one of Avoro Ventures' affiliates is allocated or paid a performance-based allocation
("Carried Interest") of 20% of the proceeds realized upon the disposition of the assets of the Ventures Fund;
subject to the return of capital contributions to Investors and subject to a performance hurdle and catch-up
distributions to the affiliate. Subject to the Ventures Fund exceeding a performance hurdle, Avoro Ventures
receives 25% of proceeds realized in excess of this performance hurdle. Avoro Ventures or its affiliate may,
in its sole discretion, reduce, waive or calculate differently the Carried Interest distributions with respect to
any Investor without the consent of any other Investors.

                                                                                           Part 2A of ADV:
                                                                      Avoro Capital Advisors LLC Brochure

B. Payment of Fees

Advisory fees, incentive allocations, and third-party fees (discussed below) are generally deducted from
Client assets. From the Avoro Life Sciences Funds, advisory fees, which are paid in advance, are withdrawn at
the beginning of the month. Incentive allocations are allocated as of the last business day of the calendar
year and as of any date on which an Investor makes a withdrawal or receives a distribution from such
Investor’s capital account(s).

The Avoro Ventures management fee will generally be paid quarterly in advance; provided that the first
payment will be due on the initial closing date, and if the initial closing date is not the first day of a fiscal
quarter, the first payment will be pro-rated based upon the number of days remaining in the fiscal quarter.

         1.       Side Letters

AVCAP and Avoro Ventures have entered into separate “side letter” agreements (each, a “Side Letter”) with
certain investors in the Life Sciences Funds and Ventures Fund, respectively, in connection with such
Investors’ admission to a Fund, which modify, alter or amend the terms attributable to such Investor’s
investment in the applicable Fund, and differ from certain terms offered by the Funds in general.

The terms of such Side Letters will be determined by Avoro in its sole discretion. To date, AVCAP has entered
into Side Letters primarily with respect to various matters, such as (but not limited to) capacity rights, lower
Management Fee and Performance Allocation rates (in exchange for longer lock-up commitments, specified
subscription amounts, or otherwise), informational/notification rights with respect to certain events
involving the Firm and/or the applicable Fund, rights with respect to transfers of interests, “most favored
nations” rights, and clarifications and confirmations as to certain policies of the Firm and/or the applicable
Funds; Avoro Ventures has entered into side letters containing various provisions, such as (but not limited
to) name usage, confidentiality and tax matters. This description is not meant to be exhaustive and is meant
to encompass Side Letters in effect across all Funds – the Side Letters in effect for a particular Fund may not
encompass the entirety of the above list.

C. Third Party Fees and Expenses

The Avoro Life Science Funds shall pay such costs and expenses as AVCAP shall reasonably determine to be
necessary, appropriate, advisable or convenient to carry on its business and realize its objective, including
but not limited to: (i) advisory fees; (ii) all general investment expenses (i.e., expenses which AVCAP
reasonably determines to be directly related to the investment of a Client’s assets); (iii) all administrative,
legal, accounting, auditing, record-keeping, tax form preparation, compliance and consulting costs and
expenses; (iv) fees, costs and expenses of third-party service providers that provide such services; and, (v)any
extraordinary expenses, among other expenses.

AVCAP’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses
...

Item 7 – Types of Clients

Avoro provides investment advisory services to the Funds based on the particular investment objectives and
strategies described in the applicable Fund’s Offering Documents. AVCAP may in the future provide services
to other privately placed investment funds and/or separately managed accounts.

Investors in the Funds generally are required to complete and submit a subscription agreement binding them
to the terms of a Fund’s Offering Documents. Certain Funds admit only sophisticated U.S. taxable investors
that are both “accredited investors,” as defined in Rule 501(a) of Regulation D under the Securities Act of
1933, and “qualified purchasers” as defined in the Investment Company Act of 1940 (the “Investment
Company Act”) and the rules thereunder. Other Funds generally admit only sophisticated non-U.S. investors,
or sophisticated U.S. tax-exempt investors that are both “accredited investors” and “qualified purchasers.”
The minimum initial investment for the Life Sciences Funds’ investment capital is $1,000,000. The Advisers
may waive these minimums in their discretion. Other limitations also may apply.

                                                                                           Part 2A of ADV:
                                                                      Avoro Capital Advisors LLC Brochure