Avidity Partners Management LP

Avidity Partners Management LP (“Avidity” or “Adviser” or “We”), a Delaware limited partnership and private investment advisory firm, was formed in April 2019 and commenced operations as an investment adviser in October 2019. Avidity’s principal place of business is Dallas, TX and also has an office in Greenwich, CT. Avidity currently provides investment management and other services solely with respect to affiliated private pooled investment vehicles, Avidity Master Fund LP, a Cayman Islands exempted limited partnership (the “Master Fund”), Avidity Capital Fund LP, a Delaware limited partnership (the “Onshore Fund”), Avidity Capital Offshore Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”)(collectively the “Avidity Master Fund”); Avidity Capital Fund II LP, a Delaware limited partnership (“Fund II”); Avidity Private Master Fund I LP, a Cayman Islands exempted limited partnership (“Private Master Fund”), Avidity Private Fund I LP, a Delaware limited partnership (“Private Onshore Fund”), and Avidity Private Offshore Fund I LP, a Cayman Islands exempted limited partnership (“Private Offshore Fund”)(collectively the “Private Fund I”). Together, the Master Fund, Onshore Fund, Offshore Fund, Fund II, Private Master Fund, Private Onshore Fund and Private Offshore Fund are known as the “Funds”. Interests in the Onshore Fund, Offshore Fund, Private Onshore Fund and Private Offshore Fund are offered to eligible investors on a private placement basis. Fund II is a fund of one structure and was not offered to other investors. Fund II is in the process of winding down and we anticipate limited activity in the fund. We have full discretionary authority with respect to the investment decisions of the Funds. Our investment advisory services are provided in accordance with the investment objectives and guidelines set forth in the Funds’ offering and governing documents. The information set forth in this brochure is qualified in its entirety by the Funds’ offering and governing documents. Avidity Capital Partners Fund (GP) LP, a Delaware limited partnership (the “General Partner”) is the general partner of the Master Fund, Onshore Fund, Fund II, Private Master Fund, Private Onshore Fund and Private Offshore Fund. PRINCIPAL OWNERS Avidity Partners Management (GP) LLC is the general partner of Avidity. Avidity and Avidity Partners Management (GP) LLC are owned and controlled by Michael D. Gregory. TYPES OF ADVISORY SERVICES Avidity is investment manager to the Funds, and the Funds are currently its only advisory clients. Avidity is responsible for investing and re-investing the capital of the Funds in securities, financial instruments and/or other assets in accordance with the investment objectives, policies and guidelines set forth in the respective Funds’ offering and governing documents. See “Item 8: Methods of Analysis, Investment Strategies and Risk of Loss.” INVESTMENT RESTRICTIONS We generally provide investment advice to the Funds in accordance with the investment objectives, policies and guidelines set forth in the respective Funds’ offering and governing documents, and not in accordance with the individual needs or objectives of any particular investor in the Funds. Investors generally are not permitted to impose restrictions on investments in certain securities or types of securities or limitations on the management of the Funds. The Funds have and may enter into side letters or similar arrangements (collectively, "Side Letters"), with certain prospective or existing investors whereby such investors may be subject to terms and conditions that are more advantageous than those in the Funds’ offering and governing documents. For example, such terms and conditions do and may provide for special rights to make future investments in the Funds, other investment vehicles or managed accounts; special withdrawal rights, relating to frequency or notice; a reduction or rebate in management fees or performance-based compensation to be paid by the investor; special rights relating to participation in “Special Investments” (described below); rights to receive reports from the Funds on a more frequent basis or that include information not provided to other investors (including, without limitation, more detailed information regarding portfolio positions) and such other rights or terms as may be negotiated by the Funds and such investors. The modifications are solely at the discretion of the Adviser and are, among other things, based on the size of the investor's investment in the Funds or affiliated investment entity, an agreement by an investor to maintain such investment in the Funds for a significant period of time or other similar commitment by an investor to the Funds, and have been granted to founding or strategic investors. Interests in the Funds are privately offered only to eligible investors pursuant to exemptions under the Securities Act of 1933, as amended (the “Securities Act”), and the regulations promulgated thereunder. The Funds are not registered

with the SEC as investment companies based on specific exclusions from the definition of investment company under the Investment Company Act of 1940, as amended (the “Company Act”). ASSETS UNDER MANAGEMENT As of December 31, 2025, Avidity had approximately $1,034,500,000 in regulatory assets under management and all were managed on a discretionary basis.

In consideration of our advisory services, We generally receive management fees and performance-based compensation allocations with respect to the Funds, which are deducted by instructing such fund’s administrator and/or custodian. While our fees are described in detail in the Funds’ offering and governing documents, a brief summary of our advisory fees is set forth below. The Master Fund pays to the Adviser a management fee, calculated at an annual rate of (i) 1.75% of each limited partner’s capital account attributable to Founders’ Interests and (ii) 2.0% of each limited partner’s capital account attributable to Series A Interests. Fund II pays the Adviser a management fee calculated at an annual rate of 1.0% of each limited partner’s capital account. The management fee is paid quarterly in advance based on the value of each limited partner’s capital account, including Special Investments (described below) valued at fair value as determined by the Adviser, as of the first day of each calendar quarter or on the date of a contribution that is made other than at the beginning of a quarter. In general, the portion of the management fee attributable to a particular Special Investment will be charged to the special capital accounts of only those limited partners participating in the Special Investment. The management fee will be deducted in calculating net profit or net loss of the Funds for purposes of computing the Incentive Allocation described below. To the extent the management fee is paid by the Master Fund, no management fee will be paid by the Onshore Fund and Offshore Fund. The management fee is adjusted for contributions and withdrawals made during the quarter. The Adviser, in its sole discretion, may and has waived or modified the management fee for limited partners that are members, principals, employees or affiliates of the Adviser or the General Partner, relatives of such persons, and for certain large or strategic investors. For the Avidity Master Fund and Fund II, at the end of each fiscal year, Avidity will reallocate from the capital account of each limited partner to the General Partner an amount equal to 20% of each limited partner’s share of net profits (including net unrealized gains on investments) as of that fiscal year (the “Incentive Allocation”). The Incentive Allocation is subject to a loss carryforward provision and is calculated separately with respect to each capital contribution. Generally, the General Partner will not charge an Incentive Allocation on Special Investments until the end of the year that the relevant Special Investment is sold (or deemed sold). At the time a Special Investment is sold (or deemed sold), each relevant special capital account will be liquidated and the balance in it credited to the participating limited partners’ basic capital accounts. However, if a Special Investment is sold (or deemed sold) after a participating limited partner has fully withdrawn its basic capital account, the Incentive Allocation will be charged at the time the relevant Special Investment is sold (or deemed sold). The management fee and Incentive Allocation for Fund II has been separately negotiated. The General Partner, in its sole discretion, may and has waived or modified the Incentive Allocation for limited partners that are members, principals, employees or affiliates of the General Partner or the Adviser, relatives of such persons, and for certain large or strategic investors. For the Private Fund I, the management fee for each calendar quarter that begins during the fund’s investment periods will be equal to: (i) 1.50% per annum of the fund’s aggregate capital commitments for Founders’ Interests, (ii) 1.75% per annum of the fund’s aggregate capital commitments for Series A Interests and (iii) 2.0% per annum of the fund’s aggregate capital commitments for Series B Interests. The management fee for each calendar quarter that begins after the investment period ends will be equal to: (i) 1.25% per annum of the fund’s invested capital attributable to Founders’ Interests, (ii) 1.25% per annum of the fund’s invested capital attributable to Series A Interests and (iii) 1.50% per annum of the fund’s invested capital attributable to Series B Interests. In the event that the General Partner or its affiliates receive any directors’ fees from portfolio companies, transactions fees, closing fees, monitoring fees, amendment fees, break-up fees or any other similar advisory fees in connection with any services provided by the General Partner or its affiliates to a portfolio company, net of any related expenses and taxes incurred (collectively, “Transaction Fees”), then an amount equal to 100% of all Transaction Fees will offset and reduce the amount of the management fees otherwise payable to the Adviser with respect to the quarterly period immediately following the receipt of such fees. If the offset portion of the Transaction Fees received by the General Partner or affiliates during any relevant quarterly period exceeds the management fee otherwise payable with respect to that quarterly period, then the excess will be carried forward to offset and reduce the management fees otherwise payable in succeeding quarterly periods. For the avoidance of doubt, if the Private Master Fund and one or more other clients of the General Partner or Adviser have made an investment in a transaction producing Transaction Fees (or were pursuing the investment in the case of unconsummated transactions), then only the portion of the fee that is allocable to the fund

determined on a pro rata basis based on relative investment in the portfolio company paying the relevant Transaction Fee will be included in the management fee offset described above. In addition, to the extent that any Transaction Fees include any in-kind payment in assets other than cash, the Adviser shall value the in-kind payment as of the date received, and in accordance with its valuation policies and procedures. Upon the dissolution of the fund, the General Partner or affiliates will make a payment to these funds equal to the amount of any Transaction Fees that have not been offset by a reduction in management fees, and the General Partner will distribute those amounts to the unaffiliated limited partners (as defined in the governing documents of the Private Onshore Fund and Private Offshore Fund) in the same proportions that they bore the management fees and those amounts shall not be included for the purposes of the distribution waterfall summarized below. In some circumstances, Avidity’s employees may serve on the board of directors of portfolio companies and remain on the board once they are publicly traded. Accordingly, they may receive director’s fees or remuneration (whether in the form of cash or securities) from the companies in connection with such employees’ service on the board of directors. Such fees or remuneration will be used to reduce certain fees owed to Avidity by participating limited partners in accordance with and subject to the applicable terms of their respective governing documents. Any such fee reduction is allocated among the limited partners on a fair and equitable basis, which is generally pro-rata based on the limited partner’s participation in the investment. Such fees or remuneration may be paid directly to the Avidity employee or the Adviser, in which case Avidity then provides offsetting credits or makes commensurate payments to the relevant fund and limited partner account. See also “Item 8: Methods of Analysis, Investment Strategies and Risk of Loss” below for potential trading impacts. Subject to a claw back prior to final liquidation, distributions with respect to each limited partner’s investment in the Private Onshore Fund and Private Offshore Fund will be made as follows: first, one hundred percent (100%) to the limited partner until the cumulative amount distributed to it pursuant to this paragraph is equal to its total Capital Contributions to the fund for all purposes and thereafter, eighty percent (80%) to the limited partner and twenty percent (20%) to the General Partner (or its designee). Amounts distributable to the General Partner (or its designee) constitute “Profits Interest”. The Adviser has negotiated and entered into, and may in the future enter into, Side Letters with certain investors that grant different terms (including lower management fees, Incentive Allocation, and/or Profits Interest) to such investors than the terms available to other investors in a Fund. Side Letters that provide for a lower management fee rate have been, and may in the future, be combined with a higher or lower Incentive Allocation rate and/or more restrictive or alternative liquidity provisions, or other separately negotiated terms and conditions. Each investor in the Funds generally must be, among other things, an (i) “accredited investor,” as such term is defined in Rule 501(a) under the Securities Act, and (ii) a “qualified purchaser,” as such term is defined in Section 2(a)(51)(A) of the Company Act. OTHER FEES AND EXPENSES The allocation of expenses by the Adviser between it and any Fund represents a conflict of interest for the Adviser. To address this conflict, the Adviser has adopted and implemented policies and procedures for the allocation of expenses. Below is a summary of how the Adviser allocates fees and expenses. The Adviser renders its services to the Funds at its own expense and is responsible for its overhead expenses including: office rent; furniture and fixtures; stationery; supplies; secretarial/internal administrative services; salaries and bonuses; entertainment expenses; employee insurance; payroll taxes and its own compliance expenses. All other expenses are paid by the Funds (or with respect to the Onshore Fund and Offshore Fund by the Master Fund or with respect to the Private Onshore Fund and Private Offshore Fund by the Private Master Fund and allocated to the respective fund) and includes, but will not be limited to: management fees; fund related legal and compliance (including consultants’ fees), risk management expenses (including software licensing and consultants’ fees), administrator (including, but not limited to, middle and back office services and software necessary for trade capture and portfolio management), audit and tax preparation (including third-party tax preparation) and accounting expenses (including third party accounting services and accounting software); Organizational Expenses (as defined below); execution and order management system fees and expenses; investment expenses such as commissions and other brokerage fees, research fees and expenses (including Bloomberg and other research subscriptions, medical and industry conference registration fees, research data services, consultant fees and compensation, compensation and

Read the rest in the brochure

Master Fund The investment objective of the Master Fund is to seek to generate high positive returns across all market and economic cycles through investments primarily in equity securities of U.S. publicly-traded companies within the healthcare sector. The Adviser considers investments in various industries and sectors but generally invests the fund’s assets in companies that focus on biotechnology, pharmaceuticals, specialty pharmaceuticals, medical devices, life science tools, healthcare, information technology, and healthcare services. The Adviser generally invests approximately 80%100% of the fund’s assets in the U.S. and 0%-20% of the fund’s assets in foreign markets (including, without limitation, Europe, the Middle East and Africa, Japan and Hong Kong). The Adviser also invests a portion of the fund’s assets in illiquid or restricted investments. In pursuit of the funds’ objective, the Adviser employs an investment process based on fundamental, bottom-up research to seek to identify investments that will generate attractive returns while seeking to minimize risk. Short selling is also an integral part of the fund’s investment strategy. Generally, the Adviser seeks short positions that it believes will generate capital appreciation or otherwise hedge general market exposure or specific long position risk. The Adviser utilizes a multi-factor risk model to guide portfolio construction and risk management. Special Investments The Master Fund may invest at any time in securities for which there is no ready market (generally, illiquid or restricted investments in public and private companies) and which the Adviser, in its sole discretion, determines should be treated as "Special Investments.” Special Investments will generally carry significant or complete restrictions on transfer prior to the occurrence of specified events determined by the Adviser, which may be outside of the control of the fund. Typically, the Adviser will designate an investment as a Special Investment at the time of purchase. The cost of the Onshore Fund’s and Offshore Fund’s investments in Special Investments are limited to 15% of the Master Fund’s net asset value (measured at the time the Adviser designated such investment as a Special Investment) attributable to electing limited partners as defined in the funds’ offering and governing documents. In addition, the cost of a limited partner’s participation in Special Investments is limited to 15% of such limited partner’s capital account balance (measured at the time the Adviser designated such investment as a Special Investment). However, in limited instances, these limits may be exceeded. The Master Fund offers limited partners, with respect to each capital contribution, the option of electing whether to participate in Special Investments. Net profits and net losses from Special Investments will be allocated solely to the limited partners that participate in Special Investments. To the extent an investment is inappropriate for the Funds, the Adviser and/or the General Partner may set up special purpose vehicles for certain co-investment opportunities with the Funds and/or certain limited partners who wish to participate in such investments. Private Fund I The Private Fund I will seek to generate high risk-adjusted returns by investing in private and public companies in the healthcare industry utilizing a flexible and opportunistic mandate that primarily focuses on innovative therapeutics and healthcare/medical technology companies while also including all healthcare sub-sectors, all geographies and a broad range of investment instruments (“Fund Investments”). This includes “cross-over” financing rounds, initial public offerings, special purpose acquisition companies and direct listing-related investments, including “cornerstone” initial public offering commitments, private investments in public equity (“PIPEs”) and other investments in publiclytraded companies which have significant liquidity restrictions. The Adviser may also invest in convertible debt securities, including convertible bonds, notes and debentures, warrants, including pre-funded warrants, options and money market instruments. Although the Adviser intends to invest primarily in North American markets, it may also invest in European and Asian markets. Private Fund I may engage in a broad range of investment strategies in an attempt to increase returns and hedge risk and may utilize tools such as leverage, derivatives (including but not limited to swaps), short sales and securities lending. The Adviser believes that its ability to engage in short sales of public companies is an integral part of the investment strategy as the Adviser may hedge general market exposure or specific long position risk or otherwise seek short positions that it believes will generate capital appreciation. A portion of the

Fund Investments may also be invested through trading subsidiaries or other special purpose vehicles, including alternative investment vehicles (as described below), formed in various jurisdictions from time to time. The investment strategies summarized above are not intended to be comprehensive. For a more detailed description of the investment strategies of the Funds, please review the offering and governing documents of the Funds. The foregoing summary is qualified in its entirety by the information contained in the Funds’ offering and governing documents. CERTAIN RISK FACTORS RELATED TO INVESTMENT STRATEGIES There can be no assurance that the Funds will achieve their investment objectives or that investments will be successful. The Funds’ investment strategies involve a substantial degree of risk, including risk of complete loss. Nothing in this brochure is intended to imply, and no one is or will be authorized to represent, that an investment in the Funds will be low risk or risk free. The investment strategies and programs of the Funds are appropriate only for sophisticated persons who fully understand and will be capable of bearing the risks of investment. Investing in securities involves risk of loss that clients should be prepared to bear. Prospective and existing investors should consider the following risks, among others, before making or maintaining any investment decisions. The various risks outlined below are not the only risks associated with the Funds. Investors are urged to consult with their own independent financial, legal and tax advisors. The following risks are qualified in their entirety by the risks set forth in the Funds’ offering and governing documents. Nature of Investments. The Adviser has broad discretion in making investments for the Funds. Investments will generally consist of public and private equities, equity-related securities, options and derivatives and other assets that may be affected by business, financial market or legal uncertainties. There can be no assurance that the Adviser will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Funds’ activities and the value of their investments. In addition, the value of the Funds’ portfolio may fluctuate as the general level of interest rates fluctuate. No guarantee or representation is made that the Funds’ investment objective will be achieved. Investment Selection. Capital commitments received from the limited partners of the Funds will be invested into a blind pool. Limited partners in these Funds must rely upon the ability of the Adviser to identify suitable investments consistent with the Funds’ investment objectives and policies. Limited partners will not have the opportunity to individually evaluate the relevant economic, financial, and other information that will be utilized by the Adviser in its selection of investments or otherwise approve of such investments. Securities of Healthcare-related Companies. Healthcare-related companies are generally subject to greater governmental regulation than other companies at both the state and federal levels. Changes in governmental policies may have a material effect on the demand for or costs of certain products and services. Congress has recently reviewed the impact of private equity investments in healthcare-related companies. In addition, the recent change in administration has brought increased scrutiny to the healthcare industry. A healthcare-related company must receive government approval before introducing new drugs and medical devices or procedures. This process may delay the introduction of these products and services to the marketplace, resulting in increased development costs, delayed costrecovery, and loss of competitive advantage to the extent that rival companies have developed competing products or procedures, adversely affecting the company’s revenues and profitability. Expansion of facilities by healthcare-related providers is subject to “determinations of need” by the appropriate government authorities. This process not only increases the time and cost involved in these expansions, but also makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare-related facilities operators and negatively affecting the price of their securities. Certain healthcare-related companies depend on the exclusive rights or patents for the products they develop and distribute. Patents have a limited duration, and, upon expiration, other companies may market substantially similar “generic” products which cost less to develop and may cause the original developer of the product to lose market share and/or reduce the price charged for the product, resulting in lower profits for the original developer. In addition, there can be no assurance that a particular company will be able to protect these rights or will have the financial resources to do so. Conversely, other companies may make infringement claims against a company in which the Funds invest, which could have a material adverse effect on such company. Finally, because the products and services of healthcare-related companies affect the health and well-being of many individuals, these companies are especially susceptible to product liability lawsuits. The share price of a healthcare-related company can drop

Read the rest in the brochure

We currently provide investment advisory, management and other services to our affiliated Funds. The Funds have various types of investors, including, but not limited to, trusts, family offices, natural persons, funds of funds, individual retirement accounts and other entities. We may from time to time provide investment advisory and other services to other clients in the future, including separately managed accounts and/or one or more other pooled investment vehicles. ACCOUNT REQUIREMENTS The minimum initial capital contribution generally required from an investor in the Onshore Fund and Offshore Fund is $5 million, although capital contributions of lesser amounts may and are accepted at the Adviser’s sole discretion. Private Fund I is closed to new investors. Each investor in the Funds generally must be, among other things, an (i) “accredited investor,” as such term is defined in Rule 501(a) under the Securities Act, and (ii) a “qualified purchaser,” as such term is defined in Section 2(a)(51)(A) of the Company Act. In addition, each prospective investor generally is required to complete and return various subscription documents to the applicable fund, which are designed to provide the applicable fund, us and our affiliates and agents with important information about the prospective investor. Subscriptions may be accepted or rejected, in whole or in part, at the sole discretion of the General Partner.

As noted in “Item 5: Fees and Compensation” above, We generally are entitled to receive Incentive Allocations with respect to the Funds and Profits Interest with respect to the Private Fund I. This performance-based compensation could motivate us to make investment decisions that are riskier or more speculative than would be the case if these arrangements were not in effect. Our individual employees and affiliates who are compensated to some extent based upon gains for which they are responsible face the same potential conflict. Because the Incentive Allocation and Profits Interest is calculated on a basis that includes unrealized appreciation in a Fund’s portfolio based upon values assigned by us, We face a conflict of interest in valuing a Fund’s portfolio. The Funds, and in particular the Private Fund I, hold illiquid investments for which the Adviser receives performance-based compensation only upon their sale or deemed realization. To the extent the Adviser is entitled to performance-based compensation from the Funds upon sale or deemed realization of illiquid investments, the Adviser may have an incentive to delay the realization of an illiquid investment. We address these conflicts through full and fair disclosure in the Funds’ offering and/or governing documents and/or this brochure. SIDE-BY-SIDE MANAGEMENT We currently do not manage accounts for which We are entitled to receive Incentive Allocations or Profits Interest alongside accounts for which We are not entitled to receive any Incentive Allocations or Profits Interest. The potential that differences in terms of Incentive Allocations or Profits Interest could incentivize the Adviser to favor one fund over another in their investment allocations is mitigated by policies and procedures, including our allocation policy. To the extent orders for the same security are aggregated, generally the orders are price-averaged and allocated in accordance with the aggregated order. See “Item 12: Brokerage Practices As noted in “Item 5: Fees and Compensation” above, Avidity has and may enter into Side Letters that provide for lower management fees, offset by a higher or lower performance-based compensation. Such Side Letters could provide a heightened financial incentive for the Adviser to take more risk than it would otherwise in order to maximize its performance-based revenue to offset foregone management fees. To mitigate conflicts of interest with respect to such Side Letter provisions, the Adviser has established policies and procedures that provide for the following: (i) the Adviser has established allocation procedures intended to ensure a fair and equitable allocation of trades to the respective Funds subject to each fund’s investment guidelines and other fund or investment-specific factors considered by the Adviser, (ii) the Adviser generally allocates profits and losses to each limited partner pro-rata based on the investor’s capital account balance, (iii)) the Funds’ independent public accounting firm reviews the adequacy of valuations and valuation procedures, and (iv) the Adviser has engaged an independent valuation agent with respect to Special Investments (as defined in the Funds’ governing documents).

Avidity and its management persons will devote such time to the Funds’ affairs as is consistent with seeking to achieve the Funds’ investment objectives. However, except as otherwise provided in the Fund’s operating and/or governing documents, from time to time, certain of our employees and affiliates may and do serve as directors and officers of, and provide advice or services to, publicly- or privately-held companies in which the Funds invest, and such employees may be required to make decisions that consider the best interests of such companies. In certain situations, conflicts of interest could arise between such individual’s duties as our officer or employee and his or her duties as a director or officer of such other company. Investors should be aware that the receipt of material, non-public information by our related persons regarding these companies could preclude us from effecting discretionary transactions on behalf of the Funds in certain securities of these issuers. In addition, the Adviser’s management and employees serve and may serve on boards and committees of, and otherwise participate in activities of, philanthropic and charitable organizations. AFFILIATED GENERAL PARTNER As noted in “Item 4: Advisory Business” above, the General Partner serves as the general partner of the Master Fund, Onshore Fund, Fund II, Private Master Fund, Private Onshore Fund and Private Offshore Fund. OTHER REGISTRATIONS Neither Avidity, the General Partner nor any of their management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer, futures commission merchant, commodity pool operator, a commodity trading advisor, or as an associated person of the foregoing entities.

Pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”), We have adopted and implemented a code of ethics, which sets forth standards of business conduct for our employees. Our code of ethics is primarily designed to emphasize our fiduciary duties to clients, require employees to comply with applicable laws, prevent the misuse of material non-public information, the circulation of rumors and other forms of market abuse and address conflicts of interest that arise from personal trading by employees. Among other things, We impose restrictions on management persons and employees relating to the purchase or sale of securities for accounts with respect to which they have beneficial ownership and the accounts of certain affiliated persons. Such individuals are required to disclose, and in certain instances seek pre-approval for, their personal securities transactions and personal securities holdings. Except as permitted by the Chief Compliance Officer, management and employees are generally prohibited from engaging in personal securities trading of, or holding any reportable security of issuers in, the healthcare industry with the exception of healthcare related exchange-traded funds. Management and/or employees may, and do, have personal accounts managed by third-parties over which they have no investment discretion (“Managed Accounts”) that may hold and transact in healthcare securities. The Chief Compliance Officer or other members of the Adviser’s compliance team periodically reviews employee trades for adherence with Avidity’s policy, including the review of statements or other reports for Managed Accounts for transactions and holdings in healthcare or healthcare-related securities. We strictly prohibit “front running.” We also maintain policies and procedures designed to prevent management and employees from misusing material non-public information and to address certain actual and potential conflicts of interest that may arise when supervised persons engage in outside business activities; make political contributions; or accept, provide, offer or give gifts or entertainment events. We will devote such time to the Funds’ affairs as is consistent with seeking to achieve the Funds’ investment objectives. However, except as otherwise provided in the Funds’ offering and/or governing documents, We and any of our affiliates may engage in any activity permitted by applicable law. A copy of our code of ethics is available to current and prospective clients and investors upon request. TRANSACTIONS INVOLVING CONFLICTS OF INTEREST We may cause the Funds to enter into transactions and arrangements involving actual or potential conflicts of interest. We will review any transactions involving material conflicts of interest and take such actions as We deem necessary or appropriate in an attempt to ensure that the terms of such transactions are fair and reasonable under the circumstances including, without limitation, obtaining consent with respect to such transactions and consulting with the Master Fund’s Governance Committee and/or the limited partner advisory committee of the Private Fund I. Avidity employees may on occasion accept gifts or invitations to entertainment but must always act in the best interest of Avidity, the Funds and its clients and avoid any activity that might create an actual or perceived conflict of interest or impropriety in the course of the Adviser’s business relationships. Avidity’s gift and entertainment policy implements internal controls to monitor such activity, which include reporting or seeking pre-approval before giving or accepting gifts and entertainment of significant value and prohibiting or limiting the provision or receipt of cash gifts or entertainment to government employees, foreign officials, and certain other categories of recipients. Avidity employees may from time-to-time make political or charitable contributions. Employees are required to seek pre-approval for, and report political contributions made to any political official, candidate for political office, political party or political action committee. Political contributions are generally permitted except where such contributions may raise issues under the Pay-to-Play Rule (Rule 206(4)-5) under the Advisers Act.

SELECTING BROKERAGE FIRMS The Adviser is authorized to determine the broker or dealer to be used for each securities transaction for the Funds. In selecting brokers or dealers to execute transactions, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not the Adviser's practice to negotiate “execution only” commission rates, thus the Funds may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. In selecting brokers and negotiating commission rates, the Adviser will take into account, among other factors, the broker’s financial stability and reputation, research, brokerage, attendance at conferences or other services provided. The Adviser does and may place transactions with a broker or dealer that (i) provides the Adviser (or an affiliate) with the opportunity to participate in capital introduction events sponsored by the broker-dealer or (ii) refers investors to the Funds or other products advised by the Adviser (or an affiliate), if otherwise consistent with seeking best execution; provided the Adviser is not selecting the broker-dealer in recognition of the opportunity to participate in such capital introduction events or the referral of investors. Although the Adviser will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services create a potential conflict of interest between the Adviser and its investors. BEST EXECUTION In placing orders for the purchase and sale of securities, We seek best execution, which includes both commissions and execution prices. Orders are placed with brokers or dealers which We believe to be reasonable and provide effective execution of Fund orders under conditions most favorable to the Funds. SOFT DOLLAR PRACTICES Section 28(e) of the Exchange Act is a “safe harbor” that permits an Adviser to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decisionmaking process. Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics, trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. The Adviser does not have any formal soft dollar arrangements or agreements with broker-dealers. The Adviser receives research and brokerage services in connection with its overall economic relationship with broker-dealers, including non-trading and execution services, rather than in connection with specific commissions generated. The Adviser’s broker-dealers do not accrue soft dollar credits according to the Adviser’s brokerage transactions with the broker-dealers. Further, the Adviser does not receive any mixed-use soft dollar items as it does not receive any items from broker-dealers that are used for any purpose other than the Adviser’s investment management decision-making process. Accordingly, the Adviser’s receipt of research and services from broker-dealers is consistent with the Section 28(e) safe harbor. While the Adviser has not received any mixed-use services to date, the Adviser’s Best Execution Procedures require that in the event the Adviser receives any mixed-use services in the future, it should take reasonable steps to allocate the cost of such mixed-use service between the Adviser and its clients.

The Adviser has adopted and implemented a Best Execution and Soft Dollar Policy which includes, among other things, procedures for selecting brokers consistent with the Adviser’s duty of best execution as well as guidance regarding the research and other services that are permitted under the Section 28(e) safe harbor (“Best Execution Procedures”). Pursuant to such Best Execution Procedures, the Adviser monitors the execution quality and services received from prime brokers and other broker-dealers and evaluates best execution through ongoing broker evaluations and a formal annual broker vote. As part of the Adviser’s best execution process, for example, the Adviser’s trader regularly has and continues to attempt to negotiate lower commissions rates with broker-dealers. The Adviser’s annual broker vote and best execution evaluation process specifically includes an assessment of the value of research and brokerage services provided by broker-dealers. Although the Adviser does not have any formal soft dollar arrangements or agreements with broker-dealers, the Adviser’s practice of receiving research and brokerage services in connection with its overall economic relationship with broker-dealers, including non-trading and execution services, creates conflicts of interest. The products or services acquired may not be exclusively for the benefit of the Funds that traded with the broker-dealer and that may primarily or exclusively benefit Avidity. If the Adviser can acquire these products and services without expending its own resources (including management fees paid by the Funds), it would tend to increase the Adviser’s profitability. Furthermore, Avidity may have an incentive to select or recommend brokers based on our interest in receiving research or other products or services, rather than on the Funds’ interest in receiving most favorable execution. The Adviser may cause the Funds to pay commissions (or markups or markdowns) higher than those charged by other brokers in return for such benefits. During the last fiscal year, Avidity acquired research from brokers used to execute Fund transactions, attended certain conferences, had discussions with research analysts, meetings with company executives and received other services from brokers related to the execution, clearing and settlement of securities transactions and functions related thereto; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. BROKERAGE FOR CLIENT REFERRALS From time to time, brokers do and may provide opportunities for Avidity to be introduced to potential investors. Our prime brokers or their affiliates may provide capital introduction or other placement services to the Funds and Avidity (with or without separate charges for such other services). Such “capital introduction” opportunities may influence our decision to use (or continue to use) the services of these brokers, rather than selecting brokers solely based on the Fund’s interest in receiving most favorable execution. The Adviser does and may select broker-dealers that provide capital introduction opportunities, provided the Adviser is not selecting the broker-dealer in recognition of the opportunity to participate in such capital introduction events or the referral of investors. DIRECTED BROKERAGE We do not recommend, request or require clients to direct us to execute transactions through a specified broker-dealer. We also do not permit clients to direct brokerage for order execution purposes. ORDER AGGREGATION AND ALLOCATION OF INVESTMENT OPPORTUNITIES Avidity generally seeks to execute orders for the Funds on an equitable basis. While not required, the Adviser typically aggregates client orders to achieve more efficient execution or to provide equitable treatment among the Funds. Funds participating in aggregated trades will be allocated securities based on the average price achieved for such trades. Similarly, if an order on behalf of the Funds cannot be fully executed under prevailing market conditions, Avidity allocates the trade among the Funds on a basis that it considers equitable. When appropriate, each Fund will, subject to applicable legal, tax, accounting, regulatory, leverage or other considerations (as determined by the General Partner in its sole discretion), (i) invest proportionately on the basis of net asset value in all investments on the same terms and conditions as the other Fund, and (ii) sell or otherwise dispose of any portion of an investment only on effectively the same terms and conditions in all material respects as the other Fund’s sale or disposition of such investment.

TRADE ERRORS We have adopted policies and procedures regarding handling and resolution of trade errors in our compliance manual. Consistent with our fiduciary duties, our policy is to use the utmost care in making and implementing investment decisions with respect to client accounts. To the extent trade errors occur, We seek to ensure that our clients’ best interests are served. Consistent with provisions in the Funds’ legal documents, the Funds generally will be responsible for trade errors (except for errors caused by the bad faith, willful misconduct or gross negligence of Avidity, any of our employees, or any of our affiliates).

Except as described in “Item 12: Brokerage Practices” above, We currently do not receive any economic benefit from any person (other than the Funds) for providing investment advisory services to the Funds. REFERRALS The Adviser does not currently directly compensate any third-party for client or investor referrals. However, Avidity may benefit from introductions to potential investors through relationships with its third-party partners, including its prime brokers. While the Adviser does and may place transactions with brokers who provide such introduction opportunities, and the broker is paid a commission as a result of such transactions, Avidity does not have solicitation or placement agent agreements to directly compensate its brokers for such introduction opportunities. In addition, the brokers have neither endorsed Avidity nor its Funds. It is possible Avidity would be incentivized to direct more transactions to a broker in exchange for introductions.

Neither the Adviser nor any of its employees have been involved in any legal or disciplinary events related to past or present investment clients or investors.

Avidity invests the Funds’ capital in securities and other financial instruments. The investment team continually conducts a review of the Fund’s investments, including monitoring their performance. Among other items, We consider short and long-term rates of return, investment diversification and risk allocations as part of our regular review. The Adviser prepares and reviews risk reports on an ongoing basis to inform the investment team of portfolio risks. With respect to accounting matters, We have engaged an independent public accounting firm to conduct an annual audit for each of the Funds. ADDITIONAL REVIEWS We may conduct additional or more frequent reviews in the event of any withdrawal or capital contribution by an investor in the Funds, significant market or economic events or under various other circumstances. REPORTS TO INVESTORS We provide Avidity Master Fund and Fund II investors with monthly account statements, monthly performance and exposure report, annual audited financial statements and certain U.S. federal income tax information. We provide Private Fund I investors quarterly reports on the operations of the fund, including an unaudited capital account statement, unaudited income statement and unaudited statement of distributions to limited partners during the applicable quarter. We also furnish annually, audited financial statements and schedules showing their distributive share of each item of income, gain, loss, deduction and credit required to be reported for U.S. federal income tax purposes. The Funds’ financial statements are prepared in accordance with U.S. generally accepted accounting principles. All such statements and reports are written. In response to questions and requests and in connection with due diligence meetings and other communications, We do and may provide additional information to certain investors in the Funds that is not distributed to other investors.

We have, or may be deemed to have, custody of the Funds’ cash and securities for purposes of Rule 206(4)-2 under the Advisers Act. In accordance with Rule 206(4)-2, the Funds’ cash and securities (except for privately placed securities) are maintained with one or more qualified custodians. We may change the custodians at any time and from time to time without the consent of, or notice to, investors. We have engaged an independent public accounting firm that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board to conduct an annual audit of the Funds, and audited financial statements (prepared in accordance with generally accepted accounting principles) are provided to investors on an annual basis. The name of the independent public accounting firm currently engaged with respect to the Funds is set forth in Section 7.B. of Schedule D of Part 1 of our Form ADV. We endeavor to provide such financial statements to investors within 120 days after the end of each fiscal year, but there can be no assurance that We will be successful in this regard. Qualified custodians do not provide statements directly to investors in the Funds.

We have discretionary power and authority over the types of financial instruments to be bought or sold, as well as the timing and amount to be bought or sold on behalf of the Funds. We have authority to determine the broker-dealer or other counterparty to be used for Fund transactions and the negotiation of commission rates and other consideration to be paid by the Funds. Securities acquired by the Adviser for Funds through initial public offerings, secondary offerings, or limited offerings, will be allocated pursuant to the Adviser’s allocation policy. LIMITED POWER OF ATTORNEY Each investor in the Funds generally grants us a limited power of attorney to enable us to execute the partnership agreement and to take certain other limited actions with respect to the Funds on its behalf. We also have authority to conduct authorized trading and perform other acts on behalf of the Funds.

We have the authority to vote proxies on behalf of the Funds. The Adviser has adopted proxy voting policies and procedures designed to further the best interests of the Funds, in accordance with ERISA (as applicable), its fiduciary duties, and Rule 206(4)-6 under the Advisers Act. In general, our policy is to vote proxy proposals, amendments, consents or resolutions in a manner that serves the best interests of the Funds, as determined in our discretion, and avoid any conflicts of interest in voting proxies. The Adviser may consider multiple factors when determining whether or how to vote a proxy, including the size of the position and whether the Adviser’s vote will make a difference in the vote, the perceived significance of the issues addressed in such proxy vote, and other factors as deemed relevant by the Adviser. We may also elect to take no action with respect to a proxy if it is in the best interest of the Funds not to vote a proxy. Investors may not direct or otherwise influence our vote with respect to any particular proxy solicitation. We will review proxy materials to identify potential conflicts of interest. A conflict of interest will be considered material to the extent that such conflict has the potential to influence our decision-making in voting a proxy. If a material conflict of interest is identified, We may abstain from voting or use other methods to resolve or otherwise mitigate such conflict, which may include disclosing the conflict and obtaining consent from Fund investors before voting; engaging a third party to recommend a vote on the proxy based on our proxy voting guidelines; suggesting to the client that it engage another party to vote the proxy on its behalf; or such other method as is deemed appropriate under the circumstances given the nature of the conflict. We will maintain a written record of the method used to resolve or otherwise mitigate any material conflict of interest. The Adviser utilizes the services of third-party proxy voting service, Glass-Lewis & Co, LLC (“Glass Lewis”), to furnish proxy voting research and execution services on behalf of the Funds. This includes researching proxy proposals and voting proxies consistent with guidelines approved by the Adviser and consistent with our Proxy Voting Policy. If We determine that the Glass Lewis recommendation is not in the best interest of the Funds or in cases where GlassLewis does not provide a vote recommendation, the Adviser’s investment team will make an independent determination, consistent with our Proxy Voting Policy, as to whether and how to vote the proxy. Avidity periodically reviews the proxy voting policies, procedures and methodologies, conflicts of interest, and competency of Glass Lewis. Investors may obtain copies of our Proxy Voting Policy, together with information regarding how We have voted past proxies, by contacting us.

We do not have any financial commitment that impairs our ability to meet contractual and fiduciary commitments to our clients, and We have not been the subject of any bankruptcy proceeding.