Protocol VC LLC

Item 5 – Fees and Compensation

 A.​       Fee Schedule
 The fees and compensation payable to Protocol VC are negotiable. However, the range of
 compensation is generally as follows:
           1.​    Management Fee
 Generally, an asset-based management fee is charged to each Managed Account Client monthly
 in advance, as further outlined in each Client’s IMA. Protocol VC will issue an invoice to the
 Client for payment of the management fee. Management fees charged to Managed Account
 Clients are up to one percent (1%) per annum of the at-cost investment amount.
           2.​    Performance Allocation
 Protocol VC is entitled under each IMA to carried interest on the Client's venture investments.
 The carried interest percentage varies by investment as set forth in each Client's IMA. No carried
 interest has been earned or paid to date. Protocol VC charges carried interest only with respect to
 a Client that is a qualified client within the meaning of Rule 205-3 under the Advisers Act.
           3.​    Fee Comparison
 The fees charged to Clients, including the management fee and Performance Allocation, may
 constitute a higher percentage of average net assets than would be found with other investment
 advisers.
 B.​       Payment of Fees
 Managed Accounts Clients will be issued an invoice from Protocol VC for the payment of fees.
 The Management Fee will be prorated for periods less than a full month.
 C.​       Third-Party Fees

 Protocol VC's management fee is exclusive of third-party fees and expenses borne by the Client
 in connection with its portfolio, which may include legal fees of deal counsel, transaction and
 closing costs, and custodial fees and account charges imposed by the Client's own custodians and
 service providers. With respect to any digital assets received from portfolio companies, the Client
 may also bear exchange, network ("gas"), and transfer fees. Protocol VC does not receive any
 portion of such third-party fees.
 D.​       Prepayment of Fees
 Management fees are generally payable monthly in advance. Upon termination of the IMA, any
 prepaid but unearned fees will be refunded to the Client on a pro rata basis.

 E. ​      Outside Compensation for the Sale of Securities

 Neither Protocol VC nor its supervised persons accept compensation for the sale of securities or
 other investment products outside of its association with Protocol VC.
 The foregoing represents Protocol VC's basic compensation arrangements. Fees and other
 compensation are negotiable in certain circumstances and arrangements with any particular
 Client may vary. Although Protocol VC believes its fees are competitive, lower fees for
 comparable services may be available from other investment advisers.
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Item 7 – Types of Clients

 Managed Account Clients are generally “qualified clients” within the meaning of Rule 205-3
 under the Investment Advisers Act, and/or “qualified purchasers” within the meaning of Section
 2(a)(51) of the Investment Company Act.
 Protocol VC is highly selective in choosing its Managed Account Clients, and generally provides
 services only to clients that have substantial financial resources, venture capital experience, and a
 sophisticated understanding of early-stage private investments.