VR Adviser LLC

Item 5 - Fees and Compensation
A. The Funds are “qualified purchasers” as defined in the Investment Company Act (and interests in the
   Funds are only offered to qualified purchasers). Investors and prospective investors should refer to
   the Funds’ governing and offering documents for a detailed description of the fees associated with
   investments in the Funds.

B. The Firm deducts management fees (the “Management Fee”) directly from the Funds’ assets,
   quarterly in advance. The Firm is also entitled to a performance fee (the “Carried Interest
   Distributions”), based on cumulative net profits from investments. Carried Interest Distributions, if
   applicable, are deducted directly from Funds’ assets under circumstances specified in each Fund’s
   governing and offering documents.

C. The Funds will pay all expenses (other than routine general and administrative expenses, such as staff
   salaries, office rent, and overhead) attributable to the ordinary and extraordinary expenses and
   activities of each Fund, to the extent not paid or reimbursed by a portfolio company, including but
   not limited to: (a) all expenses incurred in connection with the selection, purchase, holding,
   monitoring, sale or exchange (including registration or regulatory filings by the Funds or the General
   Partners) of securities, including, but not limited to, all custody, accounting, administration, research
   and research related expenses (such as expenses of third-party expert networks and research
   databases), transfer fees, brokerage commissions, buy-side and sell-side investment banking or
   underwriting fees and interest expense, and expenses of third party consultants assisting in
   investment due diligence); (b) the cost of liability insurance (including cybersecurity liability); (c) all
   legal, regulatory (including anti-money laundering), accounting, auditing, bookkeeping, fund
   administration, valuation and tax services (including preparing, reviewing and filing tax returns, tax
   estimates, Schedules K-1 or other similar forms and related communications with partners) and
   software (including developing, licensing and implementing any investor portal, computer software
   or other administrative, valuation or reporting tools or services); (d) all expenses associated with the
   preparation of the Funds’ financial statements and reports; (e) expenses of Fund transactions that are
   not consummated; (f) expenses of the Limited Partner Advisory Committee, and all out-of-pocket
   costs associated with meetings of the partners or Limited Partner Advisory Committee; (g) taxes, and
   fees and expenses relating to tax structuring of the Funds’ and Fund investments; (h) financing,
   origination, loan administration and similar fees incurred by the Funds and any interest on money
   borrowed by the Funds; (i) expenses incurred in connection with the formation, organization and
   syndication of the Funds and the General Partners (including travel expenses associated with

 Venrock Adviser, LLC                                           Form ADV Part 2A                2026
 Brochure

    marketing of Fund interests); (j) expenses attributable to the dissolution and windup of the Funds; (k)
    expenses related to (i) the registration of VRA with the SEC, (ii) the maintenance of such registration
    (including expenses related to the preparation, amendment and filing of Form ADV and Form PF), and
    (ii) the compliance by VRA with the general regulatory and compliance obligations imposed on
    investment advisers (including expenses related to any audit, examination or request by the SEC); (l)
    legal and consulting fees associated with the obligations described in foregoing clause (k); (m) all fees
    and expenses incurred in prosecuting, defending or settling administrative or legal proceedings
    relating to the Funds brought by or against the Funds, the General Partners, their affiliates, or any of
    their respective current or former members, partners, employees or agents, including indemnity
    obligations and expenses that are not normal operating expenses; and (n) expenses incurred by the
    General Partners or their affiliates in serving as partnership representative..

    Clients are generally required to pay Management Fees quarterly in advance, as specified in each
    Fund’s governing and offering documents. In the event VRA or its affiliates do not provide services
    for the full quarterly period, the Management Fee is typically prorated for the partial period. In
    general, the proration of fees is calculated based on the number of days remaining in the applicable
    period.

D. Neither VRA nor any of its supervised persons anticipate receiving, directly or indirectly, any
   compensation from the sale of securities or other investment products.

Item 7 - Types of Clients
VRA provides investment advice to the Funds, which are private investment vehicles that are exempt from
registration under the Investment Company Act. The Funds’ investors are limited to individuals and
entities that meet certain suitability criteria including “accredited investors”, “qualified clients” and
“qualified purchasers.” The Funds are marketed exclusively to institutional investors and high net worth
individuals that meet these criteria.