RTW INVESTMENTS, LP

RTW is a Delaware limited partnership founded and principally owned by Dr. Roderick Wong in February of 2010. Dr. Roderick Wong serves as RTW’s Managing Partner and Chief Investment Officer. RTW provides discretionary advisory services to: RTW Master Fund, Ltd. (“Flagship Master Fund”), RTW Offshore Fund One, Ltd. (“Flagship Offshore Fund”), RTW Onshore Fund One, LP (“Flagship Onshore Fund”), RTW Innovation Master Fund, Ltd. (“Innovation Master Fund”), RTW Innovation Offshore Fund, Ltd. (“Innovation Offshore Fund”), RTW Innovation Onshore Fund, LP (“Innovation Onshore Fund”), 4010 Royalty Master Fund, LP and 4010 Royalty Investments ICAV (“Royalty Master Funds” and, together with the Flagship Master Fund and the Innovation Master Fund”, the “Master Funds” and each, a “Master Fund”), 4010 Royalty Offshore FNT Fund, LP (“Royalty FNT Offshore Fund”), 4010 Royalty Offshore FT Fund, LP (“Royalty FT Offshore Fund”, and, together with the Flagship Offshore Fund, Innovation Offshore Fund, and Royalty FNT Offshore Fund, the “Offshore Funds” and each, an “Offshore Fund”), 4010 Royalty Onshore Fund, LP (“Royalty Onshore Fund” and, together with the Flagship Onshore Fund and the Innovation Onshore Fund, the “Onshore Funds” and each, an “Onshore Fund”), and RTW Biotech Opportunities Ltd, formerly known as RTW Venture Fund Limited (“Biotech Opportunities Fund”). For the purpose of this document, the Flagship Master Fund, the Flagship Offshore Fund, and the Flagship Onshore Fund will collectively be referred to as the “Flagship Fund,” the Innovation Master Fund, Innovation Offshore Fund, and Innovation Onshore Fund will collectively be referred to as the “Innovation Fund”, and the Royalty Master Funds, the Royalty FNT Offshore Fund, the Royalty FT Offshore Fund, and the Royalty Onshore Fund will be referred to as the “Royalty Fund”. Each respective Onshore Fund and Offshore Fund invests a substantial portion of its assets in the related Master Fund. Unless specified, from hereinafter the Master Funds, the Offshore Funds, the Onshore Funds, and the Biotech Opportunities Fund will each be referred to as a “Fund” or collectively as the “Funds.” The Funds are managed pursuant to the objectives specified in the materials by which each Fund offers its ownership interests to investors. RTW does not tailor its services to individual client needs and the Funds’ investors do not have the right to specify, restrict, or influence the Funds’ investment objectives or any investment or trading decisions. RTW does not participate in wrap fee programs. As of December 31, 2025, RTW had $14,137,925,887 of regulatory assets under management, all of which were managed on a discretionary basis.

Detailed information with respect to how RTW is compensated for the advisory services it provides is contained within the offering document for each Fund. Generally, RTW is compensated by the receipt of management fees and certain performance-based fees as described below. Prospective investors should carefully review the offering documents for the relevant investment vehicle prior to making an investment. As compensation for its services, RTW will generally receive a management fee in accordance with the offering documents. RTW will receive from the Flagship Fund an annual management fee of 2.00% or 1.25% of each Limited Partner’s Basic Capital Account and any Designated Capital Accounts (as those accounts are defined in the offering documents) to be collected on a monthly basis in advance (0.167% or 0.104%, respectively, to be collected per month). RTW will receive from the Innovation Fund an annual administrative allocation of 2.00% or1.25% of the net asset value of each Limited Partner’s Basic Capital Account and any Designated Capital Accounts (as those accounts are defined in the offering documents) to be collected

on a quarterly basis as of the last day of the fiscal quarter (0.50% or 0.3125%, respectively, to be collected per quarter), provided there were net profits equal to the applicable administrative allocation during that quarter. If all or a portion of the administrative allocation for any quarter has not been allocated due to insufficient net profits, the unallocated portion of such administrative allocation (the “Unallocated Amount”) will be rolled over and added to the administrative allocation for the following quarter and any future quarter. If there were a net loss for each of the immediately preceding four consecutive quarters, then the Unallocated Amount shall be reduced by the administrative allocation that was not made in respect of each of those four preceding consecutive quarters. For the avoidance of doubt, the administrative allocation is not subject to a loss carryforward and will be made even if the Innovation Fund is below its high-water mark. RTW will receive management fees from the Royalty Fund in an annual amount equal to (i) during the investment period which begins after the first investor closing (“Initial Closing”) and will end on the third anniversary of the Initial Closing (“the Investment Period”), the product of 2.0% and “Net Invested Capital” (generally, with respect to each investment, the lesser of cost and fair market value), and (ii) after the Investment Period, the product of 2.0% and Net Invested Capital. RTW will receive from the Biotech Opportunities Fund an annual management fee of 1.25% of the net asset value to be collected on a monthly basis in advance (0.104%, to be collected per month). The monthly management fee for the Flagship Fund and the Biotech Opportunities Fund, the quarterly administrative allocation for the Innovation Fund, and the quarterly management fee for the Royalty Fund will be drawn from the Flagship Fund, the Biotech Opportunities Fund, the Innovation Fund, and the Royalty Fund respectively, and paid or allocated to RTW. Management fees are deducted from the relevant Funds’ account by the applicable Funds’ administrator. At its sole discretion, RTW may elect to waive or modify the management fee or administrative allocation for investors who are members, partners, employees or affiliates of RTW, relatives of such persons and for certain strategic investors. RTW is responsible for all overhead expenses, including office rent; furniture and fixtures; stationery; secretarial/internal administrative services; salaries and bonuses; entertainment expenses; employee insurance and payroll taxes. All other expenses are paid by the Funds and include the management fees; expenses incurred in connection with identifying, evaluating, researching (including attending related industry conferences), structuring and negotiating proposed Fund investments (including those that are not ultimately consummated by the Funds), as well as research related travel and associated meals and entertainment; expenses associated with investment monitoring, such as meetings with portfolio company management teams (including meetings of the board of directors); the Funds’ organizational expenses; Fundrelated compliance expenses; valuation expenses; brokers’ or other third-party deal sourcers’ fees and expenses (including retainers and similar fees and advancement of expenses), sales commissions and fees, commitment fees, non-refundable deposits and costs and expenses incurred in connection with the acquisition or disposition of actual or potential investments (whether or not consummated); principal and interest and fees, commissions, costs and expenses and other amounts payable related to or arising from any indebtedness, any subscription facility, guarantees or hedging activities of the Funds (including in connection with the negotiation and establishment of the relevant subscription facility, credit support or other relevant arrangements); costs related to the operations of the Funds, including, without limitation, fees, costs and expenses of any third-party administrator, software, experts, appraisers, custodians, outside counsel, advisors, bona fide consultants, accountants, auditors, tax return preparers and other professionals, including expenses associated with the preparation of the financial statements and tax returns and other tax filings of the Funds and its subsidiaries; expenses related to organizing, maintaining, operating, restructuring, winding up, liquidating and/or dissolving entities through or in which investments may be made (including any general partner (or equivalent) of such entities); taxes and other governmental charges, fees and duties payable by or imposed or assessed on the Fund or any intermediary entity or subsidiary of the Fund; costs of preparing and distributing reports to, or responding

to information requests from investors (including costs associated with maintaining any webbased investor portal); costs and expenses incurred in connection with any modifications to the Funds’ governing documents; costs associated with compliance with side letters; costs of the annual investor meeting; costs and expenses associated with the formation of and services provided by any Fund’s advisory committee, its members and observers; expenses related to the sale, transfer or redemption of interests in the Funds; costs and expenses associated with litigation, arbitration and similar proceedings involving the Funds; Fund-related insurance costs (including supplemental Directors & Officers insurance); directors’ fees and expenses; all annual registration fees and registered office fees and expenses of any Fund; the Offshore Funds’ share of the Master Funds’ expenses and any other expenses reasonably related to the purchase, sale or transmittal of the Funds’ assets. RTW and its employees do not accept compensation, including sales charges or service fees, for the sale of securities or other investment products. From time-to-time RTW may participate in side-letter arrangements with investors of the Funds.

RTW has a strong background in science and healthcare, which enables the Firm to ascertain the value of the companies in which it invests. RTW seeks to identify misunderstood and unrecognized transformational assets in the biopharmaceutical and medical technology sectors. It takes a rigorous approach to idea screening and analysis. The process begins with attending medical meetings worldwide (which may be held virtually), and tracks, without limitation, academic assets, pre-clinical and clinical data, regulatory decisions, product launches, competitive entrants, intellectual property disputes, industry transformations, distressed situations, and corporate changes. RTW has also built an internal genetics analysis engine, which is designed to hone in on high probability genetic targets. The Flagship Fund and the Innovation Fund’s investment objective is to generate attractive risk-adjusted returns through investments in securities, both equity and debt, long and short, of companies with a focus on the healthcare sector. These Funds will primarily invest in the equity and debt of public and private issuers globally, with a focus on the United States and Europe. In addition, these Funds may engage in direct lending, licensing transactions, royalty monetization, capital structure arbitrage, structured deals, as well as asset purchases and company formation. Derivatives are employed to aim to improve payoff structures, as well as to construct hedges. The Firm’s research process will be focused on a scientific approach to assessing and accurately defining the fundamental value of outcomes surrounding transformational events in the lifecycle of healthcare companies. The Innovation Fund pursues a long-biased investment strategy with periodic investments in short positions. However, the overall exposure of the Innovation Fund will be significantly different as compared to that of the Flagship Fund (which pursues a similar strategy as the Innovation Fund, but allows for more shorting of positions). Each of the Flagship Fund’s and the Innovation Fund's exposure to private issuers will not exceed 5% of the Fund's net assets (generally measured at cost at the time of investment or at fair market value at the time of designation after the date of initial investment), excluding Designated Investments (as defined in the offering documents). The Royalty Fund seeks to generate returns, predominantly in the form of sustainable income distributions from exposure to the life sciences industry, including the pharmaceutical sector and medical technology sector. The Royalty Fund seeks to achieve its investment objective predominantly through direct or indirect exposure to royalty income streams related thereto, equity, debt, debt-like and derivative instruments related thereto. The Biotech Opportunities Fund seeks to achieve positive absolute performance and longterm capital appreciation, with a focus on forming, building, and supporting world-class life sciences, biopharmaceutical and medical technology companies. It intends to create a diversified portfolio of investments across a range of businesses, each pursuing the development of superior pharmacological or medical therapeutic assets to enhance the

quality of life and/orextend patient life.

Dr. Wong is primarily responsible for risk management oversight of RTW. RTW employs various individual position size limitations and portfolio size limitations, as well as actively manages firm gross and net exposure both at the portfolio level as well as at the subsector level. RTW actively monitors macroeconomic, healthcare policy, and subsector specific risks. The Funds may be deemed to be highly speculative investments and are not intended as a complete investment program. It is designed only for sophisticated persons who are able to bear the economic risk of loss of their entire investment in the Fund, who have a limited need for liquidity in their investment and who meet the conditions set forth in the respective offering documents. There can be no assurance that the Funds will achieve their investment objectives. The following risks should be carefully evaluated before making an investment in a Fund. The list of risks below does not purport to be an exhaustive list of the risks relating to an investment with the Firm. General Economic and Market Conditions The success of RTW’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls, energy prices, commodity prices, national and international political circumstances, natural disasters and regional, national and global health crises. These factors may affect the level and volatility of securities prices and the liquidity of the Funds’ investments. Volatility or illiquidity could impair the Funds’ profitability or result in losses. The Funds may maintain substantial trading positions that can be adversely affected by the level or volatility in the financial markets. RTW does not have exposure to Russian investments or instruments denominated or priced in Russian currencies. Following the U.S. presidential election in 2024, there have been significant changes and continue to be potentially significant changes to U.S. trade policies, legislation, treaties and tariffs. Tariffs and other trade restrictions imposed by the Trump Administration have triggered, and could continue to trigger, retaliatory actions by affected countries, possibly resulting in “trade wars.” At this time, it is unknown whether and to what extent new legislation will be passed into law, pending or new regulatory proposals will be adopted, international trade agreements will be negotiated, or the ultimate effect that any such actions would have, either positive or negative. Recent market activity has been volatile due to the recent imposition of “reciprocal” tariffs, and uncertainty surrounding tariff policies and global reactions to them may continue to trigger increased market volatility, which increases the uncertainty of the investing climate and affects the performance of various portfolio investments that are expected to be sensitive to such market movements. SPAC Related Risks Risks Related to “Blank Check” Companies RTW is a sponsor of SPACs. SPACs are blank check companies with no operating history, i.e., the SPAC typically has not conducted any discussions or made any plans, arrangements or understandings with any prospective transaction candidates. Accordingly, there is a limited basis (if any) on which to evaluate the SPAC’s ability to achieve its business objective. While certain SPACs are formed to make transactions in specific market sectors, others are complete blank check companies, and the management of the SPAC may have limited experience or knowledge of the market sector in which the transaction is to be made. As a result, there may be little or no basis to evaluate the possible merits or risks of the particular industry in which the SPAC may ultimately operate or the target business that the SPAC may ultimately acquire. The regulatory model of a blank check public company has become generally accepted, but there may be unanticipated regulatory risks involved in the structure. In addition, because hedge funds are major investors in SPACs, SPACs may be impacted by increased regulatory scrutiny of hedge funds. A SPAC will not generate any revenues until, at the earliest, a transaction is consummated. While a SPAC is seeking a transaction target its stock may be thinly traded. The economic model

for a SPAC depends on there being a viable market for its securities prior to consummation of a transaction. There can be no assurance that such a market will develop, despite the fact that such securities legally are freely tradable, having been publicly offered. Notwithstanding the preceding paragraph, certain SPACs have recently become the subject of increased, even speculative, trading activity. This has resulted in heightened valuations that may not reflect the true underlying value of the traded securities. Such trading changes the nature of SPAC ownership and investing and increases the likelihood of greater volatility in returns. Risks Related to Investment in SPAC Sponsor Equity There are significant risks associated with owning SPAC sponsor equity, including risks associated with owning such securities indirectly through a membership interest in the relevant sponsor. SPAC sponsors typically have broad powers to forfeit, transfer, exchange or otherwise affect the sponsor equity securities to which each of its non-managing members, including the Funds, will be entitled. If a sponsor deems it necessary in connection with a SPAC’s initial business combination, the sponsor typically can forfeit, transfer or exchange all or any portion of the sponsor equity. The sponsor may make this determination to, among other potential reasons, avoid significant dilution of a target company’s existing shareholders if such dilution prevents the target company from entering into the business combination. SPAC sponsors typically may also amend the terms of, restrictions applicable to, or other provisions relating to, their sponsor equity in their sole discretion. Generally speaking, all of the SPAC sponsor securities are subject to various trading restrictions. Unlike the public common or ordinary shares of a SPAC, the founder, common or ordinary shares of a SPAC, which were purchased by the sponsor and/or directors or other affiliates of the SPAC prior to the SPAC’s IPO, do not have voting rights and are not entitled to a pro rata portion of the trust proceeds if the business combination does not occur. Founder shares and warrants purchased prior or in connection with the SPAC’s IPO will become worthless if there is not a successful business combination. Furthermore, there may be cases where certain other clients of RTW may invest in certain SPACs or SPAC sponsor equity, in which a Fund invests. RTW may face a conflict of interest regarding those investments because the Fund’s investment in the issuer could also benefit other clients of RTW by providing valuable new capital to the applicable issuer in which the other clients have a significant investment, including other clients which pay higher fees than the Fund. Further, RTW may make different decisions with respect to the Fund’s investment in the securities than decisions that may be made for the other clients that also hold the same or similar securities. Risks Relating to Trust Proceeds The proceeds of a SPAC IPO that are placed in trust are subject to risks, including insolvency of the custodian of the funds, mismanagement or fraud by the trustee, interest rate changes and credit and liquidity risks relating to the treasury or other securities in which the proceeds are invested. Risks Relating to SPAC Management Each SPAC’s management team will be responsible for identifying business combination opportunities and negotiating the terms of the transaction and, consequently, the success of the transaction will be dependent upon the skill and judgment of the management team of each SPAC. In addition, it is not generally expected that the officers and directors of a SPAC will be required to commit their full business time and attention to the management of the SPAC, which could create a conflict of interest when allocating their time between the SPAC’s operations and their other commitments. Risks Relating to SPAC Transaction Targets and Post-Transaction Operations The typical transaction target is a private company. Due diligence on these companies may be difficult, and they will often not have the same level of financial controls as public entities. To the extent that a SPAC completes a transaction with a financially unstable company or an entity in its development stage, the SPAC may be affected by numerous risks inherent in the business

Read the rest in the brochure

The Firm’s clients are the Funds. The initial and additional subscription minimums for each Fund are disclosed in the offering documents which are provided to investors or prospective investors of the Funds.

At the end of each fiscal year, RTW Fund Group GP, LLC (the “General Partner”) will receive an incentive allocation as follows based on the net profits of the Flagship Master Fund and the Innovation Master Fund including unrealized gains and losses. The standard incentive allocation received by the General Partner is 20% for the Flagship Fund and 20% for the Innovation Fund for the crystalized portion (i.e., net income before deducting incentive fees) amount of each individual limited partner’s capital account (though, a provision for incentive allocation is made on net unrealized gains and losses on Designated Investments (as defined in the offering documents) until such investments are liquidated or otherwise realized or deemed realized). Under the modified loss carryforward provision, if a share in the Flagship Master Fund and the Innovation Master Fund has a net loss allocable to it during any fiscal year, and during a subsequent fiscal year there is a net profit allocable to such share, the regular incentive allocation will be reduced by 50% (the "Modified Incentive Allocation") until subsequent cumulative net profits offset an amount equal to 250% of the previously allocated net losses. When calculating the incentive allocation, the management fee and all items of income and expenses will be taken into consideration. RTW is entitled to receive from the Royalty Fund carried interest with respect to each limited partner equal to 20% of such limited partner’s investment profits, subject to satisfaction of an 8% hurdle rate. RTW will indirectly through its affiliate receive a "Performance Allocation Amount" from the Biotech Opportunities Fund group, equal to 20% of the change in Net Asset Value per Ordinary Share, adjusted so as to: (i) ignore unrealized gains/losses of the private portfolio, (ii) to reflect net distributions, (iii) to account for share issuance and buybacks over the Performance Allocation Period, and other adjustments outlined in the articles of incorporation of the Biotech Opportunities Fund's investment holding subsidiary entity (the “Articles”), measured over the relevant Performance Allocation Period (being the period ending on December 31 and beginning on the business day immediately following the last Performance Allocation Period in respect of which a Performance Allocation has been allocated). The Performance Allocation Amount, subject to the satisfaction of the 8% hurdle condition, is allocated to the Performance Allocation Shares Class Fund (to the extent that amount is a positive number). Incentive/carried interest/performance allocations are deducted from the relevant Funds’ account by the applicable Funds’ administrator. At its sole discretion, RTW may waive or modify the incentive allocation for investors who are members, partners, employees or affiliates of RTW, relatives of such persons and for certain strategic investors.

Performance-based allocation arrangements may create an incentive for the Firm to recommend investments which may be riskier or more speculative than those which would be recommended under a different arrangement. Such arrangements may also create an incentive to favor higher paying accounts over other accounts in the allocation of investment opportunities. RTW has designed and implemented procedures to ensure that all clients are treated fairly and equally, and to prevent this conflict from influencing the allocation of investment opportunities among clients. These areas are monitored by the Chief Compliance Officer.

The management and employees of RTW dedicate substantially all of their professional efforts to RTW and its affiliates. Neither the Firm nor any of its management persons are registered or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither the Firm nor any of its management persons are registered or have an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor or an associated person of the foregoing entities. Neither the Firm nor any of its management persons have any relationship with any of the following related persons: broker-dealers; municipal securities dealers; government securities dealers; investment companies or other pooled investment vehicles; financial planners; futures commission merchants; registered commodity pool operators; registered commodity trading advisors; banking or thrift institutions; accountants or accounting firms; lawyers; law firms; insurance agencies or companies; pension consultants; real estate brokers or dealers or other sponsors or syndicators of limited partnerships. RTW has a related entity that is an exempt commodity pool operator. RTW has other related entities that are pooled investment vehicles. RTW also has an affiliated entity authorized and regulated by the UK Financial Conduct Authority. The Firm does not otherwise recommend or select other investment advisers for its Funds. Certain employees (and in limited circumstances, certain consultants appointed by RTW) of RTW serve on the board of directors, or in a similar capacity, for theFunds and/or their underlying portfolio companies. RTW has procedures in place to monitorthis involvement and identify conflicts of interest.

Personal Trading Code of Ethics Pursuant to Rule 204A-1 of the Advisers Act RTW has adopted a Code of Ethics, including an Employee Investment Transactions Policy, which establishes various procedures with respect to investment transactions in accounts in which RTW employees and certain of its affiliates or related persons have a beneficial interest or accounts over which they have investment discretion. The foundation of the Code of Ethics is based on the underlying principles that: • • • •

Employees must at all times place the interests of the Firm’s client accounts and investors first; Employees must make sure that all personal securities transactions are conducted consistently with the Code of Ethics; Employees should not take inappropriate advantage of their positions at RTW; and Employees must comply with all applicable securities laws.

All RTW employees (and certain of its affiliates) are deemed to be “Access Persons” and are required to adhere to a comprehensive Code of Ethics, which covers the duty of confidentiality as well as personal trading. The Code of Ethics also addresses outside activities of employees (and certain of its affiliates), conflicts of interest, policies and procedures concerning the prevention of insider trading, restrictions on the acceptanceof significant gifts and the reporting of certain gifts and business entertainment items, and political contributions. RTW will provide a complete copy of its Code of Ethics to any investor or prospective investor, upon request. RTW employees and certain of its affiliates are required to certify their adherence to theCode of Ethics upon commencement of employment and annually thereafter.

Subject to certain limited exceptions, all RTW employees and certain of its affiliates are required by the Code of Ethics policy to: • • •

report personal securities transactions on a quarterly basis to the Chief Compliance Officer; certify to the accuracy of their personal security accounts and transactions on a quarterly basis; and report and certify their securities holdings initially and on an annual basis to the Chief Compliance Officer.

Additionally, employees of RTW and certain of its affiliates are prohibited from trading individual healthcare securities in accounts where they have discretionary authority. RTW employees and certain of its affiliates must seek pre-approval from the Chief Compliance Officer prior to trading in healthcare mutual funds and healthcare ETFs in such accounts. For any securities holdings in the following: 1) individual healthcare securities that the employee previously purchased prior to joining RTW, 2) shares of RTW incubated companies, and 3) RTW sponsored SPAC or de-SPAC entities, pre-approval must be obtained from the Chief Compliance Officer prior to selling all or a portion of the position. RTW employees and certain of its affiliates must also obtain pre-approval from the Chief Compliance Officer before engaging in any outside business activities or receiving an allocation of an initial public offering (“IPO”) or acquiring beneficial ownership in securities in a private placement or investment opportunity of limited availability, whether an initial or follow-up investment. Notwithstanding the aforementioned IPO and private placement, all nonhealthcare securities have been designated as exempt transactions under the Code of Ethics, based upon a determination that these exemptions would not materially interfere with the best interest of the Funds. All RTW employees and certain of its affiliates receive both initial and periodic training as necessary regarding personal securities trading policies and related matters. RTW and its related persons have in the past, and will in the future, invest in the same securities that RTW or its related persons recommend to the Funds. From time to time, RTW or its related persons recommend the purchase or sale of securities to the Funds, at or about the same time that RTW or any of its related persons buys or sells the same securities for the Firm’s own account or any of its related persons’ accounts. RTW has developed personal trading policies to address any conflicts this may cause. Insider Trading Policies and Procedures RTW maintains insider trading policies and procedures (the “Insider Trading Policies”) that are designed to prevent the misuse of material, non-public information. Among other things, such policies seek to control and monitor the flow of inside information to and within RTW, as well as prevent trading based on inside information. RTW may have access to inside information that other market participants or counterparties are not eligible to receive, and RTW is prohibited from acting upon such information. On a periodic basis, RTW’s employees and certain of its affiliates are required to certify their compliance with the Compliance Manual and Code of Ethics,including the Insider Trading Policies. The Firm’s Code of Ethics is available to clients upon request. Co-Investments by RTW Employees and Certain of its Affiliates Employees of RTW and certain of its affiliates have participated alongside the Funds in a number of investments in companies incubated by RTW. For each of these investments, RTW employees and certain of its affiliates have invested on terms no more favorable than those on which the Funds have invested. The Funds’ allocations in each of these investments were not limited by the allocation given to RTW employees and certain of its affiliates. It is expected that employees of RTW and certain of its affiliates will continue to participate alongside the

Funds in future incubated companies in the same manner and that such RTW employee (and certain of its affiliates’) participation in any future incubated company will not exceed 30% of such financing round without the consent of the applicable advisory committee or board of directors of the relevant Fund. In addition, all employees of RTW (and certain of its affiliates) are eligible for compensation in the incubated companies in the form of founder shares or other forms of company securities. Certain RTW employees who perform services for such incubated companies may also receive cash compensation directly or indirectly from those companies. For the avoidance of doubt, the applicable employees do not receive compensation from both RTW and the incubated company. These employees receive 100% of their compensation from RTW and RTW charges back to the incubated company for the applicable percentage of their time spent on executive functions at the incubated company. RTW, its partners and employees and certain of its affiliates also receive compensation in the form of warrants or other securities from certain portfolio companies incubated by RTW in connection with RTW’s delivery of specified products, research and consulting services (including serving as executives, directors, members, etc.). RTW believes this is an effective way to align incentives and motivate employees, while reducing the financial burden on the newly incubated companies by minimizing the need to hire external employees. RTW’s portfolio managers do not take into consideration such compensation arrangements to determine whether to create any such companies or initiate buy/sell orders on any such positions. Furthermore, RTW and certain of its principals, employees or other persons associated with RTW and its affiliates have sponsored, and will in the future sponsor SPACs. To date, the Funds have invested in two SPACs sponsored by an affiliate of RTW: Health Sciences Acquisitions Corporation and Health Sciences Acquisitions Corporation 2. In connection with sponsoring SPACs and managing the Fund’s investments in such SPACs, RTW is and will continue to be faced with actual and potential conflicts of interest. The devotion of time and effort of certain of RTW’s employees and certain of its affiliates in sponsoring SPACs may create a conflict of interest in that the time and effort of the RTW employees and certain of its affiliates will not be devoted exclusively to the business of the Funds. RTW employees and certain of its affiliates will devote such time and resources as they deem necessary or advisable to effectively manage their duties to the Funds. It is anticipated that the RTW employees and certain of its affiliates will continue to serve as directors and/or officers of SPACs sponsored by RTW or affiliate thereof and/or any acquired company. The RTW employees and certain of its affiliates may face a conflict between the duties owed to the Fund and the duties owed to such SPACs or acquired companies. In addition, in connection with its investment activities, SPACs sponsored by an affiliate of RTW may engage with issuers in which the Fund invests, or other companies with which the Fund transacts business. The Fund’s interests may not be aligned in all circumstances with the interests of such SPACs. There can be no assurance that the board membership and/or the involvement of certain RTW employees and certain of its affiliates with respect to SPACs or acquired companies, or engagement with issuers, in each case, will result in favorable results for the Funds. RTW employees and certain of its affiliates have received, and expect to continue to receive, interests in founders shares of the applicable SPACs sponsored by an affiliate of RTW. The Funds may invest in the public equity of SPACs that are sponsored by an affiliate of RTW, whose employees and certain of its affiliates hold founders shares of such SPACs. Such investments by the Funds and the RTW employees (and certain of its affiliates) will be profitable only if the SPAC completes its initial business combination. Accordingly, RTW will be particularly incentivized to cause the Funds to make investments intended to facilitate a SPAC’s ability to close its initial business combination when the RTW employees and certain of its affiliates are also invested in the applicable SPAC through the sponsor due to the potential profits from the founders shares upon the completion of a business combination. In addition, from time-to-time RTW employees may receive compensation in connection with serving as a director of a SPAC or an acquired company in which the Funds are invested. With respect to any cash compensation received by an RTW employee on or following October 1, 2022, in connection with such board positions, such amounts will be applied to reduce the management fee (or other due from Funds) paid by the Funds to RTW. Any other non-cash

Read the rest in the brochure

RTW is authorized to determine the broker or dealer to be used for each securities transaction of the Funds. In selecting brokers or dealers to execute transactions, RTW does not need to solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not RTW'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 that are included in the commission rate. RTW shall also have the authority to select and appoint custodians of the assets of the Funds. This authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. In selecting an appropriate broker-dealer to effect a client trade, RTW seeks to obtain “best execution,” meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking best execution, RTW takes into consideration the price of a security offered by the broker-dealer, as well as a broker-dealer’s full range and quality of its services including, among other things, its facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to RTW, brokerage and research services provided to RTW (e.g., research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Aggregation In general, the Firm aggregates trade orders for the Funds to achieve more efficient execution or to provide for equitable treatment among accounts. The Funds participating in aggregated trades will be allocated securities based on the average price achieved for such trades.

RTW reserves the right, in its sole discretion, to change brokerage and custodial arrangements for the Funds without notice to investors. Allocation RTW’s policy prohibits any allocation of trades in a manner that results in more favorable treatment for RTW’s proprietary accounts, affiliated accounts, or any Funds. RTW has adopted a policy for the fair and equitable allocation of transactions that generally analyzes each trade, taking into consideration the specifics of each trade and the characteristics of each Fund. Best Execution As an investment adviser, RTW has a fiduciary duty to seek best execution for transactions. As a matter of policy and practice, it seeks to obtain best execution for Fund transactions, i.e., seeking to obtain not necessarily the lowest commission but the best overall qualitative execution in the particular circumstances. Soft Dollars The Firm may use “soft dollars” generated by its trading activities to purchase research services or products that would otherwise have been an expense. It intends to keep any such arrangements within the parameters of Section 28(e) of the United States Securities Exchange Act of 1934, as amended. Brokerage and research-related products or services obtained with soft dollars generated by a particular Advisory Client may be used by RTW to service any of its Advisory Clients. Trade Errors RTW may on occasion experience errors with respect to trades made on behalf of the Funds. Trade errors can result from a variety of situations, including, for example, when the wrong security is purchased or sold, when the correct security is purchased or sold but for the wrong account, when the wrong amount is purchased or sold (e.g., 1,000 shares instead of 10,000 shares are traded), or when a misallocation among the Funds occurs. RTW endeavors to detect trade errors prior to settlement and correct them in an expeditious manner. The SEC has stated a general view that an adviser has a fiduciary duty to place trades accurately. Accordingly, RTW will analyze each trade error on a case-by-case basis to determine whether it will reimburse any losses suffered by a Fund as a result of a trade error. In addition, RTW will not correct a trade error made for one Fund by causing the other Fund to buy or sell the securities. RTW also will not directly or indirectly use soft dollars to correct trade errors. Principal or Cross Transactions RTW will from time to time cause a Fund to purchase investments from another Fund or cause a Fund to sell investments to another Fund (i.e., a “cross” transaction). RTW also from time to time engages in “principal” transactions between Funds and RTW or entities owned by RTW and its principals. In connection with these transactions, conflicts are likely to arise. In each case, RTW will only engage in such transactions in compliance with applicable law and the terms of the offering documents of the applicable Funds.

From time to time, RTW may compensate third parties in connection with the marketing and sale of interests in the Funds. The relationship will be outlined in a contract between the third party and RTW.

On May 30, 2023, the SEC issued an order finding that RTW (1) failed to disclose certain conflicts of interest regarding its personnel’s co-investment with the Funds in the sponsors of SPACs in which RTW advised Funds to invest and (2) failed to timely file accurate reports on Schedule 13G concerning beneficial ownership of stock in a public company. RTW consented to the entry of the SEC’s order finding that it violated Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rules 206(4)-7 and 206(4)-8, as well as Section 13(d) of the Securities Exchange Act of 1934 and Rules 13d-1 and 13d-2. Without admitting or denying the findings, RTW agreed to a cease-and-desist order, a censure, and a $1.4 million penalty to settle the charges.

research team monitors portfolio performance, exposures, and investment related events on a daily basis. Investment review meetings are held at least monthly and more often if necessary. Portfolio performance is monitored using information from Enfusion, LLC’s portfolio management system and Morgan Stanley Fund Services fund administration services reporting systems customized for the Firm’s needs. Portfolio managers have access to portfolio management software specific to their investments that provides real-time performance, exposure, liquidity, and risk analysis tools. RTW investment professionals review Fund portfolios on a regular basis, therefore there are no additional “triggering” events that would warrant a specific review. That said, major changes in the economy, underlying portfolio companies or investors may warrant further scrutiny. Reporting Investors will receive a monthly performance estimate, a monthly statement, a quarterly letter, and an annual audited report.

RTW will comply with the requirements of Rule 206(4)-2 of the Advisers Act with regards to custody of assets of the Funds (“Custody Rule”). Annually, upon completion of each Fund’s annual audit, RTW will distribute the audited financials to investors in the Funds. The Chief Compliance Officer shall ensure that the Fund’s audited financials are delivered to all investors within120 days of the fiscal year end.

RTW has full discretionary authority over the Funds, including authority to make decisions with respect to which securities are to be bought and sold as well as the amount and price of those securities. Additionally, RTW has full discretion over the brokers or dealers to be used for transactions and the commissions to be paid. These terms are established in the Private Offering Memorandum of each Fund.

RTW has engaged Institutional Shareholder Services (“ISS”) to maintain records of and process all proxies voted on behalf of its Funds. ISS receives all ballots on behalf of RTW directly from the prime brokers. ISS automatically submits all votes on behalf of RTW pursuant to preferences indicated by RTW (i.e., Vote with Management). RTW’s preferences aim to always vote in the best interest of the Funds. RTW maintains the ability to review and update any vote in its discretion. In situations where there may be a conflict of interest in the voting of proxies due to business or personal relationships that RTW maintains with persons having an interest in the outcome of certain votes, RTW takes appropriate steps to ensure that its proxy voting decisions are made in the best interest of its Funds and are not the product of such conflict. RTW’s operations team will review the proxy votes on an ongoing basis to ensure ISS is voting according to RTW’s preferences. ISS has also been engaged to monitor and file class action settlements received on behalf of the Funds. RTW will ensure that the Funds either participate in, or opt out of, any class action

settlements received. RTW will determine if it is in the best interest of the Funds to recover monies from a class action. Investors may request a copy of RTW’s proxy voting policy, as well as the records of any proxy votes for the respective Fund in which they have an investment by emailing the Chief Compliance Officer at the email address on the cover of this brochure.

Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about the Firm’s financial condition. RTW has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding.