RA CAPITAL MANAGEMENT, L.P.

RA Capital has established, and may in the future establish, separately managed accounts for particular Investors. These accounts are subject to investment objectives, guidelines, restrictions, fee arrangements, and other terms that are individually negotiated, and generally involve significant minimum initial investments. RA Capital and its personnel are permitted to engage in business activities in addition to the investment advisory activities described in this Item 4. The principals of RA Capital are not required to devote a particular amount of time to RA Capital’s advisory activities. RA Capital Healthcare Fund GP, LLC, serves as general partner of the Healthcare Master Fund. RA Capital’s affiliate, RA Capital Nexus Fund GP, LLC, serves as general partner of the Nexus Fund and the Nexus Offshore Fund. RA Capital’s affiliate, RA Capital Nexus Fund II GP, LLC, serves as general partner of Nexus II and the Nexus II Offshore Fund. RA Capital’s affiliate, RA Capital Nexus Fund III GP, LLC, serves as general partner of Nexus III and the Nexus III Offshore Fund. RA Capital’s affiliate, RA Capital Nexus Fund IV GP, LLC, serves as general partner of Nexus IV and the Nexus IV Offshore Fund. RA Capital's affiliate, RA Structured Capital Opportunities Fund I GP, LLC , serves as General Partner to the Structured Capital Funds. RA Capital's affiliate, RA Capital Planetary Health Fund GP, LLC, serves as general partner of the Planetary Health Master Fund and the Planetary Health Offshore Fund. RA Capital's general partner is owned and controlled by Messrs. Kolchinsky and Shah. Mr. Richard H. Aldrich is a passive minority owner of RA Capital and is not involved in the day-today management of the Adviser or any Advisory Client account. As of December 31, 2025, RA Capital has approximately $16,401,931,385.00 of Regulatory Assets Under Management (calculated under the guidance in Form ADV instructions), all managed on a discretionary basis. Information about the Funds presented in this Brochure is indicative of Fund terms and practices. Fund interests are offered to eligible investors only through their respective private placement memoranda and other offering and governing documents, which should be read in their entirety prior to investment. This Brochure is not an offer of interests in any Fund. Unless otherwise specified, throughout this document the term “Chief Compliance Officer” or “CCO” refers to RA Capital’s Chief Compliance Officer and/or other members of RA Capital’s compliance team.

ITEM 5 – FEES AND COMPENSATION

Item 5 – Fees and Compensation RA Capital generally charges Advisory Clients an investment management fee based on the value of Advisory Client’s assets under management (“Management Fees”). In addition, Advisory Clients pay the general partner of the Nexus Funds, the Healthcare Funds, the Structured Capital Funds, and the Planetary Health Fund performance-based compensation as a fee (“Carried Interest”). The Carried Interest compensation is based on a share of capital gains on, or capital appreciation of, the assets of an Advisory Client.

Fund Fees and Carried Interest HEALTHCARE FUNDS AND PLANETARY HEALTH FUNDS Fund Investors are generally subject to their share of Management Fees and Carried Interest indirectly through their investment in one of the Funds. Fund Management Fees generally equal 2.0% per annum. For the Healthcare Funds, Management Fees are calculated monthly (0.1667% per month) based on the Healthcare Fund Investors’ capital account gross asset values (including the lower of cost of market mechanism for special investments) and are payable on the first day of each month in advance. A pro rata portion of the Management Fee will be refunded if a Healthcare Fund ends on a date other than the last day of a calendar month. For the Nexus Funds and Planetary Health Fund, Management Fees are payable quarterly in advance and are generally calculated through the end of the Nexus Funds’ and Planetary Health Fund’s investment period based on each Nexus Fund and Planetary Health Fund Investor’s aggregate capital commitment, and thereafter based on each Nexus Fund and Planetary Health Fund Investor’s net share of portfolio acquisition costs. Management Fees are prorated for partial periods, when applicable. Each Fund’s general partner is entitled to a Carried Interest generally equal to 20% of profits. The Healthcare Funds’ Carried Interest is subject to a customary high-water mark. The calculation of the Carried Interest is complex, and Fund Investors and prospective investors should carefully review the more detailed terms set forth in the Funds’ offering and governing documents. RA Capital deducts Management Fees and allocates Carried Interest from Fund assets. Fund Investors do not have the ability to choose to be billed directly for fees incurred.

STRUCTURED CAPITAL FUNDS Generally, the management fee will be payable quarterly in advance to RA Capital in respect of each Fund Investor in an amount equal to 1.50% per annum of the commitment of such Fund Investor from the date of the initial closing until the last day of the fiscal quarter during which the expiration or termination of the investment period occurs. Thereafter, the

ITEM 5 – FEES AND COMPENSATION

management fee will be 1.50% per annum of capital contributions of such Fund Investor and any Fund Investor's share of any Structured Capital Funds borrowings in each case, that are (x) invested by the Structured Capital Funds directly or indirectly in portfolio companies (“Portfolio Investments”) which, at the date of determination, have not been the subject of a Disposition or (y) used for the payment of any operating expenses directly related to any such portfolio companies or bridge financings, plus (b) any amounts committed for investment (including, amounts committed in respect of revolving loans, delayed draw loans and other portfolio investments that have unfunded obligations) and amounts reserved in respect of the Structured Capital Funds financing activities (including to satisfy any margin requirements, posted as collateral, amounts subject to a pledge and any fees and expenses incurred in connection with such financing activities). Such governing documents further note that the Structured Capital Funds’ general partner shall treat multiple investments in a portfolio company as a single Portfolio Investment. Further to the foregoing, a single Portfolio Investment could include a collection of related assets and/or securities (whether acquired in a single transaction or over time), a series of investments in a portfolio company’s securities (including investments made in different parts of a portfolio company’s capital structure in a single transaction or over time), investments acquired as a portfolio and/or portfolios (whether acquired in a single transaction or over time) via an asset aggregation strategy or otherwise, in each case as determined by the Structured Capital Funds’ General Partner. The treatment of assets and/or securities as a single “Portfolio Investment” will affect the calculation of the Management Fee in certain circumstances during any period when the Management Fee is calculated based on funded commitments, in particular, in cases in which one or more assets or securities forming part of the “Portfolio Investment” within the portfolio are subject to a “Disposition” (as defined in the Structured Capital Funds’ governing documents) (since a Portfolio Investment that has been subject to a Disposition is no longer included in “funded commitments” for purposes of calculating the Management Fee after the investment period). The governing documents define “Disposition” to include a situation in which a Portfolio Investment has been written down to zero pursuant to U.S. generally accepted accounting principles, or whereby the Structured Capital Funds sell or otherwise disposes of their right, title and interest in and to all of a Portfolio Investment. However, Management Fees payable by the Structured Capital Funds during any period when the Management Fee is calculated based on funded commitments will not be reduced as a result of a partial disposition of a Portfolio Investment. Furthermore, in connection with a series of investments made in different parts of a portfolio company’s capital structure that is treated as a single Portfolio Investment, it is possible that certain of such investments (for example, investments in the equity of a portfolio company) over time could be written down to a fair value of zero, while other investments (for example, investments in debt issued by a portfolio company) retain some value. In such cases, the general partner of the Structured Capital Funds will treat such series of investments as a single “Portfolio Investment” and will not treat such Portfolio Investment as being written down to zero. As a result, RA Capital is permitted to collect Management Fees on the full amount of capital deployed in the Portfolio Investment (even in situations where a substantial majority of the Structured Capital Funds’ original investment was made in securities or assets that have been written down to zero, for example in equity of a portfolio

ITEM 5 – FEES AND COMPENSATION

company that has been subject to bankruptcy, so long as the Structured Capital Funds hold other securities or assets in such portfolio company that retain value). In addition, from time to time, it is expected that an asset or security held by the Structured Capital Funds will be substituted or exchanged for another asset or security, including potentially in connection with or as a result of a refinancing or recapitalization. In such cases, the governing agreements of the Structured Capital Funds provide their general partner with discretion as to whether or not to treat such transaction as a “Disposition”, and as a result whether the amount invested in such original asset or security will continue to be counted towards the Structured Capital Funds’ funded commitments and therefore be subject to Management Fees during any period when the Management Fee is calculated based on funded commitments. This method of calculating Management Fees following the investment period creates a conflict because it incentivizes the Structured Capital Funds’ general partner to cause the Structured Capital Funds to retain an ownership interest in a portfolio company (however small), even where such portfolio company has poor prospects for improvement or where the sale of all interests in such portfolio company is available, in order to continue receiving ongoing Management Fees. For the avoidance of doubt, such determinations are not subject to investor (or LP advisory committee) consent. For additional considerations related to the General Partner’s ability to determine the basis for calculating Management Fees after the investment period, see “Fee Calculations and Capitalized Costs.” below. The Structured Capital Funds' General Partner will be entitled to receive 20% of cumulative profits, subject to a full General Partner catch-up; provided that Fund Investors will receive 100% of their contributed capital, plus the preferred return, prior to payment of carried interest distributions. GENERAL PARTNER DISCRETION Each Fund’s general partner may reduce, waive, or calculate differently the Management Fee and Carried Interest for certain Fund Investors, including, without limitation, employees or persons related to the general partner or RA Capital, and for the general partner and RA Capital themselves. No such waiver, reduction, or different calculations will entitle any other Fund Investor to such terms, reduction, or waiver.

Account Fees Fee arrangements with the Account were individually negotiated and are generally based on assets under management and include performance fees (“Performance Fees”). Management Fees are pro-rated for partial months, if applicable. The Account is subject to negotiated terms under its investment management agreement and is generally billed for Management Fees monthly in advance, and for Performance Fees annually.

ITEM 5 – FEES AND COMPENSATION

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Within the Healthcare Funds, expenses related to private investments that are Special Investments are not necessarily allocated pro rata among all Healthcare Fund Investors, due to differing levels of participation in Special Investments. The Nexus Funds will invest in substantially the same private investments as the Healthcare Funds during the Nexus Funds’ Investment Period (as defined in the Nexus Fund offering documents) and will also bear expenses specifically related to such investments, on a pro rata basis.

ITEM 6 – PERFORMANCE-BASED FEES/ALLOCATIONS

Item 6 – Performance-Based Fees/Allocations and Side-by-Side Management As described in Item 5 above, the Healthcare Funds, Nexus Funds, and Planetary Health Funds are subject to Management Fees and Carried Interest or Performance Fees, which are consistent across these strategies. The Structured Capital Funds’ fees differ from those above, and the Account’s fee structure differs from all others. Additionally, fees may vary for certain Fund Investors or future Advisory Clients. For example, certain personnel of RA Capital also invest directly in certain of the Funds and Fund investments made by such personnel are not subject to the Management Fees or Performance Compensation described in Item 5 above. When Advisory Clients have different Carried Interest and Performance Fee arrangements the Adviser may be incentivized to allocate investments with greater performance potential to accounts with higher Carried Interest or Performance Fees. Similarly, certain employees of RA Capital may be limited partners or have personal economic exposure in one, but not other, RA Capital funds. This would incentivize those employees to make decisions, including investment allocation, in a way that favors the fund they have invested in. Whether a Client participates in an investment depends on factors including, but not limited to, the Client’s investment objective and the agreements governing the establishment and operation of such Client (the Client’s “Governing Documents”), strategies, and restrictions, current portfolio holdings, available cash, concentration limits, risk considerations, transaction costs, legal, tax, and regulatory considerations (including reporting thresholds), and such other factors that RAC deems relevant under the circumstances. As the Clients that RAC advises change or grow, allocation considerations may, from time to time, overlap between different Clients depending on their investment objectives, strategies, and other differing factors. The Adviser maintains policies and procedures to promote fair and equitable allocation of investment opportunities among Advisory Client accounts.

Allocation of Private Company Healthcare Investments At the launch of each Nexus Fund, RA Capital sets a minimum allocation as between that Nexus Fund and the Healthcare Fund, based on a number of factors, including, without limitation, the available capital for each of those funds and other portfolio and risk management considerations. Available capital for the relevant Nexus Fund is based on capital commitments to that fund, and available capital with respect to the Healthcare Fund is based on the aggregate portion of the capital accounts of the RA Healthcare Funds’

ITEM 6 – PERFORMANCE-BASED FEES/ALLOCATIONS

Investors that is available and designated by those Investors for investment in special investments. Over time, the allocation ratios between any of the Nexus Funds and the Healthcare Fund may change, again based on a number of factors, including changes in available capital, compliance with any applicable concentration limits, legal, tax, and regulatory considerations, and such other factors that RA Capital deems relevant under the circumstances. In all cases, allocation will be made in a manner that RA Capital considers fair, reasonable, and equitable to both the applicable Nexus Fund and the Healthcare Fund. Following the closing of a new Nexus fund, a portion of each suitable private company investment in which that (most recent) Nexus Fund either a) has no prior investment or b) has a prior investment, but insufficient capital for the new investment, will generally be allocated to the most recent Nexus Fund, with the balance allocated to the Healthcare Fund. Based on the foregoing allocation policies, RA Capital does not expect to make new investments in which more than one Nexus Fund participates in the same round of financing. Once a Nexus Fund passes on an investment round in a company, it will lose its rights to invest in the company on a going forward basis. In the event the Healthcare Fund does not have sufficient available capital to purchase its allocable share of an investment opportunity, or the Healthcare Fund does not take up the entire amount of its allocable share of an investment opportunity for any other reason, any excess may be allocated to the applicable Nexus Fund. Similarly, in the event a Nexus Fund does not have sufficient available capital to purchase its allocable share of an investment opportunity, or such Nexus Fund does not take up the entire amount of its allocable share of an investment opportunity for any other reason, any excess may be allocated to the Healthcare Fund. It should be noted that Carried Interest and Performance Fee arrangements also can create an incentive for RA Capital to effectuate larger and riskier transactions than would be the case in the absence of such economic interests.

Private Investments within the Investment Mandate of Healthcare Fund, Nexus Funds, and Planetary Health Fund When RAC believes an initial investment opportunity falls within the investment mandate of Planetary Health Fund, on the one hand, and Healthcare Fund/Nexus Funds, on the other hand, and such investment reasonably falls within the primary investment focus of one Fund complex but is not within the primary investment focus of the other, RAC will allocate the opportunity first to the Fund(s) for whose primary investment focus the investment falls under. To the extent the opportunity exceeds the amount that the relevant portfolio managers determine is appropriate for an initial investment by the applicable Fund(s), based on the relevant facts and circumstances, the excess amount may be allocated to other Client(s).

ITEM 6 – PERFORMANCE-BASED FEES/ALLOCATIONS

If an opportunity either (a) falls within the primary investment focus of both Healthcare Fund/Nexus Funds and PHF or (b) the opportunity relates to technology in nascent stages where in the judgement of the Portfolio Managers its development could lead equally to a company focused on either planetary or healthcare, then the opportunity will be allocated among the applicable Funds consistent with the allocation considerations described above. If an investment opportunity is considered suitable for both healthcare and planetary mandates, the allocation of such investment opportunity among all Clients may occur only with approval by RAC’s CFO, GC, and CCO.

Private Investments Within Mandate of Structured Capital Fund, Healthcare Fund and Nexus Funds The Structured Capital Funds have an investment mandate that differs from that of the Healthcare Funds and the Nexus Funds. However, there may be instances where the Structured Capital Funds make an investment in a company in which another Advisory Client has an existing interest; in such cases, if the investment is also within the mandate of such other Advisory Client, the investment will be allocated among the Structured Capital Funds and the applicable Advisory Clients based on the allocation considerations described above, including whether the portfolio managers of the applicable Advisory Clients believe that such allocation may benefit the relevant client. Where the Structured Capital Funds do not have sufficient available capital to purchase their allocable share of an investment opportunity, or do not take up the entire amount of such allocable share for any reason, any excess may be allocated to other Advisory Clients. The portfolio managers of such other Advisory Clients will determine whether the investment may benefit the applicable client, taking into account the same allocation considerations. In all cases, allocations will be made in a manner that RA Capital considers fair, reasonable and equitable to the Structured Capital Funds and, as applicable, its other Advisory Clients.

Allocation of Public Company Investments From time to time an investment in a public company may be suitable for the Healthcare Funds, the Nexus Funds, and the Structured Capital Funds. The allocation of such opportunities will be reviewed and approved by RAC's CFO, GC, and CCO.

Investments in Different Parts of the Capital Structure Potential conflicts will arise when an Advisory Client makes investments in conjunction with an investment being made by other investment vehicles managed by RAC, or in a transaction where another Advisory Client has already made an investment.

may include one or more strategies in addition to the strategy of the given Advisory Client in which such investor is invested and/or certain co-investments alongside the such Advisory Client. Such an agreement may contain terms and conditions applicable to such Investor that would not apply to such Investor’s investment solely in the given Advisory Client. Such an agreement may involve an investor agreeing to make a capital commitment to multiple Advisory Clients and/or receiving access to certain co-investment opportunities alongside the Advisory Client in which they have invested and/or other Advisory Clients, and may include RA Capital granting certain preferential terms to such Investors, including blended fee and carried interest rates that are lower than those applicable to the Advisory Client when applied to the entire strategic partnership. Other Investors will generally not receive disclosure of the terms of such agreements or the right to benefit from them. The admission of such Investors and the provision of preferential terms to such investors create potential conflicts of interest. RA Capital may have an incentive to allocate limited investment capacity or co-investment opportunities to such Investors rather than to other investors. Additionally, RA Capital’s determination of whether a particular investor qualifies as an Investor appropriate for preferential treatment involves subjective judgment, and there can be no assurance that the anticipated strategic benefits will materialize or that such benefits will inure to all Investors equally. RA Capital will seek to manage these conflicts through its allocation policies and procedures and by providing appropriate disclosure to Investors, but there can be no assurance that such measures will be effective in all circumstances. There is no guarantee that the involvement of such Investors will result in any particular benefit to the Advisory Clients or to other Investors therein. The strategic contributions expected from such Investors may not materialize, or such contributions may prove to be less valuable than anticipated. Other Investors should not rely on the participation of such Investors as an indication of the quality of RA Capital’s investment program or the likelihood of favorable investment outcomes.

Future events may give rise to actual and potential conflicts of interest not discussed herein.

ITEM 9 – DISCIPLINARY INFORMATION

As previously described in Item 4, RA Capital’s Advisory Clients consist of the Healthcare Funds, the Nexus Funds, the Structured Capital Funds, the Planetary Health Funds, as well as the Account. With respect to the Funds, any initial and additional subscription minimums (as applicable) are disclosed in the relevant offering documents and may be waived or modified by RA Capital or its affiliates (as the case may be). The Funds are open only to certain financially sophisticated investors who meet eligibility criteria. Generally, with respect to separately managed accounts, RA Capital determines the minimum investment amounts on a case-by-case basis. Typically, such accounts involve significant minimum investments. Certain institutions may invest in one or more Funds offered by RA Capital through their endowments or other investment mechanisms. RA Capital maintains an active diligence of the foundational science activities underway at major institutions. RA Capital may be incentivized to fund research of, license the assets of, or otherwise invest in an institution which is an investor in one or more of our Funds. The investment process is team oriented and science-based, with limited visibility into the limited partners of our Funds, minimizing the risk created by this conflict.

Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss Methods of Analysis RA Capital’s methods of analysis involve due diligence that includes, in some cases, interviews with company management, clinical investigators, physicians, and sell-side research analysts, among other sources of research or diligence. In furtherance of RA Capital’s Advisory Clients’ current and prospective investments, RA Capital has, and intends to continue to: (1) acquire general scientific/healthcare/life sciences knowledge, and/or for related reasons may act as manager, managing member, general partner, executive, board member, consultant, or advisor of or to various portfolio companies, or may spend considerable time assisting, various portfolio companies and potential portfolio companies; (2) engage consultants to validate aspects of investment theses; and (3) conduct surveys of physicians to identify new market opportunities. RA Capital, through its TechAtlas research division, maintains landscape maps of development programs and companies in the healthcare industry, including companies in which Advisory Clients may be invested. Some of the Adviser’s employees work full or part time on creating these large, graphic-intensive maps of landscapes as a mechanism to record and communicate their research findings. The maps are designed to, and in fact contribute to, the research process of the Adviser by, among other things, helping it to organize its scientific data, data analyses, and related thoughts and findings, revealing emergent competitive phenomena that the Adviser believes help in predicting the future of particular healthcare and life-sciences landscapes, and facilitating discussion with entities (including current and prospective portfolio companies) and individuals who come through the Adviser’s offices. In all, the maps help support RA Capital’s reputation for conducting thorough research and due diligence in the healthcare and life-sciences sectors. The Adviser has also occasionally donated the maps to, and shared knowledge with, healthrelated non-profit organizations in exchange for knowledge-sharing. The Adviser may also discuss certain maps in more public forums, for example the COVID-19 maps. The Adviser does not sell maps, though it is possible that the Adviser may collaborate with other investors on the creation of such maps and give them copies.

Investment Strategies RA Capital has broad authority under the terms of the relevant governing documents with Advisory Clients and uses such authority to implement investment strategies

opportunistically with an investment objective of achieving positive absolute returns in various market environments. Healthcare Funds Strategy. The Healthcare Funds make long and short investments, generally in publicly traded securities of or related to companies that may be based in the United States or other countries with substantial operations in healthcare and life sciences. The Healthcare Funds’ investment strategy most typically focuses on companies that develop drugs, research tools, diagnostics, or devices. The Healthcare Funds also sometimes purchase securities or short securities of companies that do not have substantial operations in healthcare and life sciences, including shares of exchange traded funds (“ETFs”) that are not specific to the healthcare industry. Investments held long are most frequently in equity, but sometimes in debt. The Healthcare Funds purchase securities on the open market and in IPOs, secondary offerings, private placements, convertible debt offerings, debt offerings, PIPE transactions, and swap transactions. In addition, the Healthcare Funds may also purchase, write, and sell options and warrants. The Healthcare Funds also purchase restricted stock and royalties. While the primary focus of the Healthcare Funds is to invest in publicly-traded companies, the Healthcare Funds also invest in private companies when RA Capital determines the probability of a high return appears to outweigh the relative risk and/or lack of liquidity. In some instances, these portfolio companies make use of research that is paid for, in whole or part, by Advisory Clients. See Item 5. Fees and Compensation as it relates to Research Expenses. Nexus Funds Strategy. The Nexus Funds invest primarily in securities of or related to private companies in the healthcare and life-sciences sectors, in the United States and other countries, focused on the development of drugs, diagnostics, devices, or other products. Portfolio companies may or may not have readily identifiable assets at the time of investment. The Nexus Funds can make equity and debt investments. The Nexus Funds may buy securities in IPOs, secondary offerings, follow-on offerings, private placements, convertible debt offerings, debt offerings, and PIPE transactions, and use short transactions for hedging. They also may continue to hold securities issued by portfolio companies after such securities have been registered, or exchanged for registered securities, in an IPO. A portion of the Nexus Funds’ capital may be invested in publicly traded securities issued by companies that previously were, or are successors to issuers that previously were, portfolio companies. Structured Capital Funds Strategy. The Structured Capital Funds are credit-oriented investment funds designed to provide structured and flexible capital solutions to commercial-stage healthcare and life sciences companies. The SC Master Fund aims to generate attractive risk-adjusted returns by investing in a variety of investments, including, but not limited to, senior secured debt, unsecured debt, subordinated debt, convertible debt,

royalties, royalty-backed debt, structured royalties, preferred or common equity, including warrants, and hybrid capital solutions. The SC Master Fund will seek to build a diversified portfolio of structured investments customized to meet the capital needs of growing and innovative healthcare businesses. Specifically, the SC Master Fund will target investments in public and private companies operating within the broader healthcare and life sciences sector, including, but not limited to, commercial biopharmaceuticals, medical technology and diagnostics, healthcare services (including managed and value-based care), pharmaceutical services, and healthcare information technology. Planetary Health Funds Strategy. The Planetary Health Funds invest primarily in securities of or related to private companies that develop and commoditize cost-effective solutions to reduce emissions, increase resource availability and restore environmental quality in the United States and other countries. Portfolio companies may or may not have readily identifiable assets at the time of investment. The Planetary Health Funds can make equity and debt investments. The Planetary Health Funds may buy securities in IPOs, secondary offerings, follow-on offerings, private placements, convertible debt offerings, debt offerings, and PIPE transactions, and use short transactions for hedging. They also may continue to hold securities issued by portfolio companies after such securities have been registered, or exchanged for registered securities, in an IPO. A portion of the Planetary Health Funds’ capital may be invested in publicly traded securities issued by companies that previously were, or are successors to issuers that previously were, portfolio companies. Incubation Program. In addition, RA Capital establishes private companies in which the Healthcare Funds and Nexus Funds collectively own a majority interest. These companies develop new healthcare and life sciences assets and ideas that, if believed to be commercially viable, are spun out into other new private companies in which the Advisory Clients continue to invest. These activities are referred to in the Funds’ private placement memoranda as the “Incubation Program.” The Incubation Program presents potential opportunities, risks, and conflicts of interest. Potential investors should read about the Incubation Program in the aforementioned memoranda. The Incubation Program engages individuals with significant industry, transactional, investment, operating and other experience valuable to the participating Funds and existing and prospective Portfolio Companies to assist with various matters including but not limited to management, strategic planning, start-up development, artificial intelligence, data management, clinical trial design, human resources, recruiting, finance, administrative services, sourcing assets and investments and conducting due diligence. The Incubation Program generally pays the expenses of such personnel, unless they are materially involved with a particular portfolio company, in which case some or all of their expenses, as well as salary and performance-based compensation (including equity compensation), is paid or

reimbursed by such portfolio company (and will not result in offsets to Management Fees). Equity compensation granted as a result of company formation, mergers, or acquisitions, may present a conflict where RA Capital has a controlling interest in the granting company. In such instances, RA Capital may be in a position to influence the grant or may be incentivized to approve equity compensation in excess of general market practices. This conflict is mitigated by the company's Board of Directors independently determining equity grants and by the Incubation Program’s Board of Directors reviewing these grants. Further, RA Capital may be incentivized to maintain a lower threshold for investment approval for opportunities arising from the Incubation Program as a result of personal relationships with board members or management of the incubated company. RA Capital requires oversight of incubated investments by a member of the Venture team, and the rigor of the investment thesis is retained within the RMS system. The Incubation Program from time to time engages in work that benefits the Incubation Program as a whole, rather than a specific asset or project. Some of the Incubation Program personnel may work full or part time on these platform technologies, services and systems, such as use of artificial intelligence, data use and management, business development and clinical trial planning and best practices. RA Capital deems all this work to benefit the Advisory Clients invested in the Incubation Program without regard to whether such research related to or resulted in a specific investment decision because the intended benefits of such work is the increased value in all of the related portfolio companies, and the associated increased likelihood of success of such portfolio companies. Accordingly, the Advisory Clients may indirectly bear certain expenses that are not directly related to a particular portfolio investment, which will be allocated in good faith and in a fair and equitable manner in accordance with RA Capital’s expense allocation policy. From time to time, RA Capital personnel may work on incubated assets and have the opportunity to transition all or part of their professional time to work for an incubated portfolio company. Incentives provided by the incubated portfolio company may present a conflict of interest as to the allocation of time, ideas, and other resources by such personnel. Additionally, the transition of employees from employment with RA Capital to an incubated company, or the Incubation Program, presents a conflict in that the salary and benefits of the employee shift to the incubated company, or the Incubation Program, (and therefore in full or part to the Advisory Clients). The deployment of employees and the allocation of their expenses are monitored by the compliance team for management of these conflicts. RA Capital, or one or more of its affiliates, may act as manager, managing member, general partner, executive, board member, consultant, or advisor of or to one or more portfolio companies, and may spend considerable time assisting one or more portfolio companies. Such portfolio companies also may retain and pay, with a combination of cash and/or equity, individuals not employed by RA Capital who may serve as executives, board members, consultants, advisors, or part/full-time employees, and who may either independently manage or assist with managing the operation of one or more portfolio companies. Where RA Capital places board members, it has the opportunity to appoint individuals on a basis

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Investment opportunities may be appropriate for more than one investment vehicle managed by RAC at the same, different or overlapping levels of a company’s capital structure. Potential conflicts arise in determining the terms of investments, particularly if such investment vehicles invest in different types of securities in a single company. Questions may arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring may raise conflicts of interest, particularly in the case of an investment vehicle managed by RAC that has invested in different securities within the same company. Certain Advisory Clients may invest in bank debt and securities of companies in which other clients hold securities, including equity securities. In the event that such investments are made by an investment vehicle managed by RAC, the interests of such vehicle may be in conflict with the interest of such other vehicle, particularly in circumstances where the underlying company is facing financial distress. The involvement of such persons at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, investment vehicles managed by RAC may be prohibited from exercising voting or other rights, and may be subject to claims by other creditors with respect to the subordination of their interest. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, the vehicles may or may not provide such additional capital, and if provided, each such vehicle will supply such additional capital in such amounts, if any, as determined by RAC. In addition, a conflict may arise in allocating an investment opportunity if the potential investment target could be acquired by either an investment vehicle managed by RAC or a portfolio company of another such vehicle. Investments by more than one client of RAC in a portfolio company may also raise the risk of using assets of an Advisory Client to support positions taken by other Advisory Clients. Employees and related persons of RAC have made or may make capital investments in or alongside certain clients, and therefore may have additional conflicting interests in connection with these investments. There can be no assurance that the return of an investment vehicle managed by RAC participating in a transaction would be equal to and not less than another such vehicle participating in the same transaction or that such return would have been as favorable as it would have been had such conflict not existed.

ITEM 7 – TYPES OF CLIENTS

Activities and Affiliations Neither RA Capital, nor any of its affiliates, is registered or has an application pending to register as a broker-dealer or registered representative of a broker-dealer. Neither RA Capital, nor any of its affiliates, is registered or has an application pending to register as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities.

ITEM 11 – CODE OF ETHICS

Item 11 – Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading RA Capital’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A-1 of the Advisers Act. The Code applies to RA Capital’s Access Persons. “Access Persons” include, generally, any partner, officer, or director of RA Capital or Carnot Pharma, LLC and any employee or other supervised person of RA Capital who, in relation to Advisory Clients, (1) has access to non-public information regarding any purchase or sale of securities, or nonpublic information regarding securities holdings, or (2) is involved in making securities recommendations, or has access to such recommendations that are non-public. All RA Capital employees are deemed to be Access Persons, as well as certain affiliated employees as determined by the CCO. The Code sets forth a standard of business conduct for RA Capital and requires Access Persons to place the interests of Advisory Clients above their own interests and the interests of RA Capital, and to abide by applicable laws and regulations. Further, Access Persons are required to promptly bring violations of the Code to the attention of RA Capital’s CCO. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code upon hire and on at least an annual basis thereafter. The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons. Access Persons must provide the CCO with a list of their personal accounts and an initial holdings report within ten (10) days of becoming an Access Person. In addition, Access Persons must provide holdings and transaction reports quarterly. Access Persons are generally not permitted to instruct trading for their personal accounts in any securities issued by a company in the healthcare and life sciences sectors or any securities on RA Capital’s restricted list, unless the transaction has been pre-cleared by the CCO, or is in a fully discretionary managed account. The CCO has discretion to grant exceptions to the Personal Trading Policy after due consideration of RA Capital’s fiduciary duty to its clients. Certain personnel of RA Capital, current and past, also invest directly in certain of the Funds. It should be noted that investments in the Funds made by such personnel are not subject to the Management Fees or Performance Compensation described in Item 5 above. RA Capital believes that personnel who invest in the Funds have interests that are aligned with those of the Fund Investors. RA Capital was formed by Mr. Aldrich in September 2004. Mr. Aldrich is a passive minority owner of both RA Capital and the general partner of the Funds, and is also a Fund Investor. Mr. Aldrich is a co-founder and general partner of another investment adviser firm that also

invests in private healthcare and life sciences companies, and which may, from time to time, invest in the same private company issuers as Advisory Clients. RA Capital imposes limitations on communications with Mr. Aldrich to promote the best interest of its Advisory Clients. RA Capital may share information about potential co-investments with Mr. Aldrich, in his capacity as a general partner of his current firm to the extent RA Capital determines it is in the best interests of its Advisory Clients to do so. RA Capital has adopted policies to protect information such that Mr. Aldrich is not deemed an Access Person.

ITEM 12 – BROKERAGE PRACTICES

Item 12 – Brokerage Practices Selection of Broker-Dealers RA Capital is authorized by Advisory Clients to select the broker-dealers used to execute trades and to negotiate any commissions paid on such transactions. As such, RA Capital is subject to a duty to seek best execution for Advisory Client transactions. In considering whether to conduct a particular transaction with a particular broker-dealer, RA Capital considers quantitative factors (such as liquidity, price and commission rate), but also considers qualitative factors, including, but not limited to (in no order of priority), the brokerdealer’s financial strength and reputation, expertise as it relates to specific securities (e.g., ability to find liquidity in the market while also minimizing market impact), willingness to commit capital, and quality of Research (defined below). RA Capital does not participate in any formal soft dollar arrangements whereby it receives research or other products or services explicitly in exchange for placing a certain level of Advisory Client transactions with a particular broker-dealer. RA Capital does, however, receive research reports and opportunities to meet with management (collectively, “Research”) from broker-dealers that provide services to Advisory Clients. The Research falls within the safe harbor created by Section 28(e) of the Exchange Act. RA Capital’s receipt of Research from a broker-dealer creates an incentive for RA Capital to use the services of that broker-dealer to continue to receive the Research. Broker allocation is primarily driven by considerations of liquidity, price, and commission rates. RA Capital does not believe that Advisory Clients pay more in commissions than they would if RA Capital did not receive the Research through broker-dealers. The Research generally benefits all Advisory Clients. In selecting broker-dealers for client transactions, RA Capital does not consider whether or not it receives client or investor referrals from the broker-dealer. Prime brokers who provide services to the Funds from time to time provide RA Capital with “capital introduction” opportunities and other services. RA Capital does not make a payment for these services. This creates a conflict of interest because these services that a prime broker provides to RA Capital create an incentive for RA Capital to select that prime broker in connection with activities of the Funds. See Item 14. Client Referrals and Other Compensation.

Directed Brokerage RA Capital also does not recommend, request, or require that Advisory Clients direct RA Capital to execute transactions through a particular broker-dealer and currently there are no directed brokerage arrangements with respect to any Advisory Client account.

Aggregation of Orders

When the purchase and sale of securities are considered to be in the best interest of more than one Advisory Client, orders for the securities to be purchased or sold typically are aggregated in an attempt to obtain best execution. Advisory Client execution prices for identical securities purchased or sold on an aggregate basis on behalf of multiple accounts in any one day typically are averaged. If fewer shares are purchased or sold than ordered by Advisory Clients, RA Capital allocates among Advisory Clients based on relative order size. This typically results in allocation proportional to assets under management, but RA Capital may consider other relevant factors, such as capital flows and investment strategy, with the result that some orders may not be in proportion to relative asset size.

Trade and Portfolio Management Errors RA Capital maintains insurance to cover losses arising from errors in the input of trades (portfolio management) or execution of trades (trade). The insurance is paid for by the insured Funds. Errors made by RA Capital resulting in a claim on insurance could reasonably be expected to increase the premiums paid by the Funds for continued coverage. RA Capital maintains robust controls over portfolio management and trade processes.

ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION

Compensation RA Capital does not pay cash compensation to anyone for introductions to potential (1) investors in the Healthcare Funds or Nexus Funds, or (2) clients. RAC has engaged a placement agent in connection with the offering of Interests in the Structured Capital Funds. The placement agent will earn fees to be paid by the Structured Capital Funds. It is expected that all fees paid by the Structured Capital Funds would be offset against management fees. From time to time, prime brokers who provide prime brokerage and related services to the Funds provide RA Capital with capital introductions. RA Capital does not pay for those services. The prime brokers are not contractually obligated to provide capital introductions to RA Capital and those introductions do not result in any additional charge to Advisory Clients. Such introductions create a conflict of interest because they are an incentive for RA Capital to select a prime broker that provides capital introductions to RA Capital. RA Capital does not consider capital introductions in its selection of brokers. See Item 12. Brokerage Practices as it relates to Selection of Broker-Dealers.

ITEM 15 – CUSTODY

RA Capital and Peter Kolchinsky, along with Advisory Clients, were previously involved in private litigation arising out of the receipt of alleged short swing profits recoverable under Section 16(b) of the Exchange Act. This litigation was resolved by a final settlement in April 2016.

ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES, AFFILIATIONS

Advisory Client portfolios are reviewed regularly by Portfolio Managers and certain other RA Capital personnel. Such reviews include a review of existing investments, potential investments, investment policy, the suitability of the investments used to meet policy objectives, cash availability, and investment objectives. The Portfolio Manager considers, among other things, investment performance, the portfolio’s sensitivity to market changes, and whether anything has changed subsequent to an initial investment decision that impacts the risk or potential return. The Healthcare Fund Investors receive the following: •

monthly performance summaries (unaudited);

•

monthly account statements from the Funds’ Administrator (unaudited);

•

quarterly performance letters (unaudited);

•

annual financial statements (audited); and

•

K-1s (Fund Investors in Funds established as US taxable partnerships only).

The Nexus Fund Investors receive the following: •

quarterly performance summaries (unaudited);

•

quarterly account statements from the Funds’ Administrator (unaudited);

•

quarterly performance letters (unaudited);

•

annual financial statements (audited); and

•

K-1s (Fund Investors in Funds established as US taxable partnerships only).

The Planetary Health Fund Investors receive the following: •

quarterly performance summaries (unaudited);

•

quarterly account statements from the Funds’ Administrator (unaudited);

•

quarterly performance letters (unaudited);

•

annual financial statements (audited); and

•

K-1s (Fund Investors in Funds established as US taxable partnerships only).

The Structured Capital Fund Investors receive the following: • quarterly account statements from the Funds’ Administrator (unaudited); • quarterly performance letters, including performance summaries (unaudited); • quarterly financial statements (unaudited); • annual financial statements (audited); • K-1s (Fund Investors in Funds established as US taxable partnerships only); and tax estimate.

ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION

RA Capital is deemed to have custody of the Funds’ assets by virtue of its status as the general partner of the Master Funds. RA Capital generally maintains the assets of the Funds in accounts with a “qualified custodian,” as defined in Rule 206(4)-2 under the Advisers Act. RA Capital, or the Funds’ administrator, provides Fund Investors with audited financial statements for the applicable Fund within one hundred twenty (120) days of such Fund’s fiscal year end (i.e., generally by April 30th). Fund Investors should carefully review such statements. RA Capital routinely purchases privately offered securities and securities evidenced by stock certificates. Such investments when owned by a private fund are generally exempted from the requirement that client assets be maintained with a qualified custodian. RA Capital sometimes maintains such securities on behalf of the Funds or maintains them with the issuer or the issuers’ transfer agents rather than with a qualified custodian. RA Capital does not have custody of the Account’s assets.

ITEM 16 – INVESTMENT DISCRETION

RA Capital has discretionary authority to manage securities accounts on behalf of the Funds and is authorized to enter into transactions for the Funds. Each Fund’s investment strategy is set forth in detail in such Fund’s governing documents. Healthcare Funds Investors are required to participate in private, side-pocket investments and must select a percentage (not to be less than 20% and not to exceed 80%) of their investment that is eligible for participation in such private, side-pocket investments. Fund Investors must execute a subscription agreement in which they make various representations, including representations regarding their suitability to invest in a high-risk investment pool. Further, the Fund Investors must execute a limited partnership agreement that contains a power of attorney. RA Capital also has discretionary authority to manage the Account. The Account is subject to investment objectives, guidelines and restrictions, and fee arrangements, as well as other terms that are individually negotiated and are set forth in the Account’s investment management agreement.

ITEM 17 – VOTING CLIENT SECURITIES

RA Capital accepts the authority to vote the securities of certain Advisory Clients. In accordance with Rule 206(4)-6 of the Advisers Act, RA Capital has adopted a written policy which governs its voting of the Advisory Client securities. This policy applies to all proxies that RA Capital receives on behalf of Advisory Clients and reflects RA Capital’s intent and obligation to vote (or abstain from voting) proxies in a manner which it reasonably believes is in the best interest of Advisory Client(s). Proxies are provided to a Portfolio Manager (or designee). If a potential conflict is identified, the Portfolio Manager and the Chief Compliance Officer together will determine whether the conflict is material. If no material conflict is identified, RA Capital will vote (or abstain from voting) the proxy in question in a manner consistent with the best interest of the relevant Advisory Client(s). For example, it may be in the best Interest of an Advisory Client to vote In a manner that is in conflict with the Interests of another Advisory Client. This could be expected when different Advisory Clients have Invested In different parts of the capital structure in the same company. Each Advisory Client will act in its best Interest, and therefore there can be no assurance that such action would not be contrary to the Interests of another Advisory Client. If a material conflict is identified by Portfolio Manager and Chief Compliance Officer, RA Capital will vote (or abstain from voting), as it reasonably believes is in the best interests of Advisory Clients. Advisory Clients and the Fund Investors may obtain a copy of RA Capital’s proxy voting policy, as well as specific information about how RA Capital has voted proxies in the past, upon written request.

ITEM 18 – FINANCIAL INFORMATION

Not applicable to the Adviser.