Ra Capital Management, LP: investment adviser

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

Portfolio Company Director Compensation It is RA Capital’s policy that its officers and employees should not personally benefit from, or suffer any costs or harm on account of, any cash or securities compensation paid to them by a portfolio company for their service as a director of that portfolio company (collectively, “Director Compensation”). Accordingly, Director Compensation is offset against Management Fees charged by RA Capital to any Advisory Client with an investment in the underlying portfolio company during the period for which that compensation was received. Director Compensation in the form of cash payments is offset after receipt. As to securities, including stock options and restricted securities, RA Capital retains discretion over whether and when to exercise and/or sell securities issued as Director Compensation in light of numerous possible factors. Net cash proceeds (i.e., after estimated taxes, fees and other expenses) resulting from the sale of any such securities will be offset against any applicable Management Fees after the sale. RA Capital may choose to instruct an officer or employee in receipt of non-cash Director Compensation not to exercise a stock option that is “in the money” or not to sell the underlying stock based on RA Capital’s assessment of the potential upside in holding the security, or based on consideration of any applicable blackout periods or other trading restrictions. Such fee offsets shall apply pro rata to all Fund Investors who have not fully redeemed at the time that the fee offset occurs, meaning that Fund Investors that benefit from a fee offset resulting from the liquidation of securities may not be the same Investor base that existed at the time the securities were issued or that would have benefitted if those securities were liquidated at the earliest possible moment. The pro rata portion of any Director Compensation allocable to the Account shall be applied as an offset to Management Fees and expenses applicable to the Account.

Expenses Advisory Clients pay a number of expenses, including, without limitation, costs and expenses related to investments and operations; all transaction costs relating to an Advisory Client’s actual or potential investments (including without limitation, brokerage commissions and other transaction costs, clearing and settlement charges, custodial fees, margin and interest expenses and commitment fees on debit balances or borrowings, borrowing charges on public securities sold short, and any issue or transfer taxes chargeable in connection with any securities transactions, and expenses related to sourcing, identifying, diligencing, negotiating, structuring, monitoring, acquiring, holding or selling investment); diligence and Research Expenses (as defined below); fund organization expenses, consulting, legal, and other professional fees relating to actual or potential investments; expenses of professionals providing services to Advisory Clients (including legal, audit, accounting, tax and administration); insurance expenses (including costs of any liability insurance obtained on behalf of Advisory Clients); expenses associated with the formation and operation of any subsidiary entities or companies in which Advisory Clients may invest (including portfolio companies); regulatory costs and expenses (including filing and license fees); ongoing offering expenses, amendments to the offering documents and the continuous offering of

ITEM 5 – FEES AND COMPENSATION

interests (as applicable); costs of reporting and providing information to Advisory Clients; Management Fees; any entity level taxes; costs of any litigation or investigation involving Advisory Client activities; indemnification expenses; any extraordinary expenses; and all other costs and expenses related to Advisory Clients’ business and operations as deemed necessary or appropriate by RA Capital. For the avoidance of doubt, any expenses incurred in connection with transactions or investments that are not consummated (e.g., broken-deal expenses) will also be borne by Advisory Clients. For more information on transaction costs, see Item 12. Brokerage Practices. “Research Expenses” include, without limitation: (i) costs and expenses associated with maintaining and operating RA Capital’s proprietary Research Management System (including any compliance tools embedded therein), (ii) reasonable fees and salaries of consultants; (iii) research related travel and related expenses such as food, entertainment, and lodging; (iv) the commissioning of research and other projects for companies in which Advisory Clients invest or may invest (e.g., marketing surveys, assessment and drafting of business plans, and other laboratory experiments, and portfolio company recruiting efforts), including companies for which RA Capital personnel serve as members of the board of directors or in a functionally equivalent role, to seek to further the profitability of such investments and/or to help such companies to be successful; (v) development and support of proprietary technology and research methodologies, including, but not limited to, cloud hosting environments, news and data feeds, exchange licenses, and the engagement of developers, writers, graphic designers, and data scientists, to assist with the creation of software systems and industry specific technology, market, and knowledge “maps” used by RA Capital in connection with the investment strategy of its Advisory Clients; (vi) industry specific publications; (vii) use of expert networks; (viii) costs of applying research methodologies to fields unrelated to healthcare in an effort to test the efficacy and strength of such research methodologies and to seek to discover non-healthcare information or technologies that may influence the healthcare and life sciences markets; (ix) costs and expenses related to publishing at, presenting at, attending, and hosting conferences in furtherance of the aims of the investment strategy of Advisory Clients; and (x) other research efforts and activities that benefit Advisory Clients due to their investment or potential investments in companies who benefit from such research. The Healthcare Funds (and, therefore, Healthcare Fund Investors) pay certain expenses not applicable to other Advisory Clients, including but not limited to each such Healthcare Fund’s pro rata share (based on relative assets under management) of Healthcare Master Fund expenses, if applicable, including investment entity taxes and litigation costs. The Nexus Funds (and, therefore, Nexus Fund Investors) pay certain expenses not applicable to other Advisory Clients, including but not limited to each such Nexus Fund’s pro rata share (based on capital commitments) of Nexus Master Fund expenses, if applicable, including investment entity taxes and litigation costs. Each Offshore Fund also pays certain direct expenses that are not incurred by its related Master Fund and that benefit only such Offshore Fund. The Account also pays certain expenses not applicable to other Advisory Clients. Advisory Clients pay their pro rata share (allocated in good faith and in a fair and equitable manner) of any

ITEM 5 – FEES AND COMPENSATION

expenses incurred for the benefit of such Advisory Client and other Advisory Clients. From time to time the Healthcare Fund may incur expenses which are partly allocable to the Account, in which case the Account is obligated to promptly reimburse the Fund for its allocable portion. Research Expenses have been paid in the past, and may be paid in the future, to (1) qualified affiliates of RA Capital, and (2) qualified persons who are related to personnel of RA Capital. This may give rise to a conflict of interest because it may create an incentive for RA Capital to incur a Research Expense that might not be in the best interest of Advisory Clients. Advisory Clients are not currently paying or reimbursing RA Capital for any expenses incurred in compensating qualified persons who are related to personnel of RA Capital. The Adviser generally allocates healthcare-related Research Expenses among the Healthcare Funds, Nexus Funds, Structured Capital Funds, and the Account in a manner that it considers to be fair and equitable. RA Capital deems all research to benefit the Healthcare Funds, Nexus Funds, Structured Capital Funds, and Account without regard to whether such research related to or resulted in a specific portfolio investment decision because the intended benefits of such research are increased value in the portfolio investments, increased knowledge and expertise of the Adviser and its investment team. Accordingly, the Healthcare Funds, Nexus Funds, Structured Capital Funds, and/or Account may bear Research Expenses that are not directly related to a particular investment in its portfolio. In connection with Structured Capital Fund investments, RA Capital may offer co-investment arrangements alongside the Structured Capital Funds; such co-investment participants will generally not bear Management Fees or Carried Interest but will bear their allocable share of transaction-related and investment expenses as determined by RA Capital in a fair and equitable manner (provided that, except as otherwise agreed, co-investment participants will not bear broken-deal or other expenses relating to investments that are not consummated). The Structured Capital Funds may also bear a portion of shared expenses (including certain research, diligence and other general investment-related costs) to the extent attributable to them. In addition, portfolio companies in which the Structured Capital Funds invest may incur fees and expenses in connection with financings and operations (including transaction, structuring, diligence, agency and servicing fees), the nature, amount and allocation of which may vary by investment and are typically borne by such portfolio companies and not by the Structured Capital Funds, but will indirectly reduce the value of the Structured Capital Funds’ investments.

Planetary health-related research is allocated to the Planetary Health Funds. Any expenses relating specifically to a private investment designated as a Special Investment (as defined in the Healthcare Fund offering documents) are charged against the capital accounts of Healthcare Fund Investors and/or the Account participating in such Special Investment in proportion to their respective participating percentage interests therein.

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.

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

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

other than skills and qualifications (e.g., for personal relationships or as a reward for past successful deals). Board placement decisions are made with input from all relevant personnel within RA Capital to ensure that the individuals placed on Boards are well suited for the position and will benefit the company. From time to time, RA Capital portfolio companies may seek to transact with other portfolio companies, including licensing, services, and mergers & acquisitions. In some cases, RA Capital Clients may be the sole or controlling owner of one or even both of the portfolio companies involved. These situations raise a potential conflict that RA Capital may seek to influence the outcome in such a way that benefits one portfolio company or one Client over another. All such transactions are reviewed by RA Capital’s legal and compliance teams, and all such conflicts are fully disclosed to the Boards of the relevant portfolio companies when voting upon such transactions. Information Sharing. As a result of activities described above, as well as general investment sourcing and diligence activities, RA Capital’s personnel will obtain information regarding competitive assets. RA Capital has information sharing controls in place to avoid the inappropriate use of confidential information, and the Investment Allocation Policy seeks to ensure fair allocation of all investments among Funds. General. As part of its private investment strategy for the Funds, RA Capital forms and/or acquires minority or majority positions in private companies that may or may not have any readily identifiable assets at the time of investment. From time to time, the Funds, taken together and including RA Capital or its affiliates, may have control over a portfolio company. To the extent an Advisory Client is or is deemed a control person of a portfolio company, the Advisory Client may be more exposed to liabilities arising from such company’s products, services operations, and compliance. RA Capital does not intentionally seek to acquire a position in a security that represents more than fifteen percent (15%) of an Advisory Client’s net asset value or aggregate capital commitments, as applicable. Compliance with this investment limitation is determined at the time of investment and any subsequent increases in percentage above the fifteen percent (15%) threshold (including, without limitation, as a result of a change in the Advisory Client’s total assets, the value of the Advisory Client’s securities, or any subsequent market activity) will not constitute a breach of this limitation. As a result, positions may significantly exceed this limitation, and, if this happens, RA Capital may elect to hold the position, but generally will not increase the position in any Advisory Client account until such Advisory Client is again in compliance with the 15% limitation. Depending on the liquidity of a position, RA Capital may not be able to reduce the size of a position at current prices. See “Material Risks / Lack of Liquidity” below. Advisory Clients may hold securities in excess of this fifteen percent (15%) limitation for an extended period of time. Typically, when RA Capital purchases equity in publicly traded companies, it anticipates that it may take a significant amount of time to reach valuations that RA Capital believes merit

selling the security. RA Capital, however, does engage in short-term trades, generally, with the intent to capitalize on short-term inefficiencies in the marketplace. RA Capital seeks opportunities to short securities that, in its judgment, have extended valuations relative to the marketplace and/or as a hedge to its long positions. RA Capital may also seek to hedge a long position in a security from time to time by selling short the same or a similar security, or a basket of securities. RA Capital periodically will elect to hedge all, or a portion, of a long position for various reasons. For example, RA Capital may be unable to sell the long position in the security because of legal, contractual, or other limitations. Additionally, RA Capital may believe that selling the long position could reduce the likelihood that its Advisory Clients will be given the opportunity to participate in a subsequent offering (1) by an issuer, (2) by other issuers (public and private), or (3) associated with an underwriter that participated in the transaction by which the Advisory Client acquired the security. The frequency with which RA Capital engages in short term trading or hedging by selling short the same or a similar security is expected to vary over time. As its investment decisions are based on its judgment about the best use of Advisory Client assets in light of available opportunities, RA Capital cannot predict in advance the frequency with which different investment strategies will be used or the percentage of the trading portfolio that will be dedicated to any one strategy at any one time. Short-term and/or frequent trading can affect investment performance via increased brokerage and other transaction costs or taxes. Shorting securities presents the risk of potentially unlimited losses on the position. RA Capital has authority to borrow funds and to purchase and sell derivatives and does so from time to time and is not limited in the amount of leverage that may be used. RA Capital expects to use leverage moderately, but that may change as investment opportunities and market conditions dictate. At times, RA Capital may (either alone or jointly with others) take actions that may require RA Capital to file a Schedule 13D or other filings with the SEC. Advisory Client accounts may hold cash balances, which may be substantial. Depending on conditions and trends in securities markets, RA Capital may pursue strategies and employ techniques other than those described above, to the extent that it considers doing so appropriate and in the best interest of Advisory Clients. Investing in securities involves a risk of loss that clients should be prepared to bear.

Material Risks For the avoidance of doubt, potential investors in any Fund may not rely on this Brochure and should read carefully the offering documents pursuant to which the relevant Fund

interests are offered. Similarly, potential separate account clients should read carefully the governing documents of such account. Both public and private companies in these industries are subject to extensive government regulation both U.S. and non-U.S., which may change in a way adverse to the industry, including, but not limited to: limits on cross-border research and therapeutic approvals, repatriation of assets, royalties, or entities. Research and development in these industries is costly and long in duration and the approval of new products is lengthy and uncertain. As a result, investments in these sectors may be riskier than other market sectors.

Achievement of Investment Objective No guarantee or representation is made that the Adviser’s investment strategies will be successful. RA Capital’s investment strategies may include the use of investment techniques such as leverage, short sales, illiquid investments, and limited diversification which can, in certain circumstances, maximize the adverse impact to which Advisory Clients’ investments may be subject. No assurance can be given that RA Capital will achieve its investment objective or that the ultimate achievement of its investment objective will be profitable for Advisory Clients.

Reliance on Key Individuals RA Capital’s ability to invest successfully is also substantially dependent upon the efforts of the Portfolio Managers. The loss of Mr. Kolchinsky’s and Mr. Shah’s services could have a material adverse effect on the Healthcare Funds, Nexus Funds, and the Account. The loss of Mr. Lack's and Mr. Kaye's services would have a material adverse effect on the Structured Capital Funds. The loss of Ms. O’Brien’s and Mr. Teamey’s services could have a material adverse effect on the Planetary Health Funds.

Unspecified Investments Advisory Clients must rely on the ability of the Adviser and its employees to identify and make investments consistent with the applicable investment strategy. Neither Advisory Clients, nor their underlying Investors (in the case of the Funds), participate in the making of any investment decisions, nor have the opportunity to evaluate personally the relevant economic, financial, and other information used by the Adviser in its selection, monitoring, and disposition of investments.

Healthcare and Life Sciences Sectors In addition, the investments Advisory Clients will generally be subject to certain risks inherent in the healthcare and life sciences area, including, but not limited to, the following: 1.

Rapid Changes. The healthcare and life sciences sectors are characterized by significant and rapid change. A company’s research, technologies, and/or products

may quickly be rendered obsolete by the research and discoveries of competitors prior to revenue generation. 2.

Volatility. The market value of healthcare and life sciences companies, in general, has been highly volatile, with significant price fluctuations that are often unrelated to the operating performance of particular companies.

3.

Product Failure. The success of healthcare and life sciences companies often hinges upon the success of one product or potential products (or a small number of products or potential products). It is possible that potential products may fail to produce intended results, produce results that were unexpected or unintended, and/or fail to obtain necessary regulatory approvals, including Food and Drug Administration (“FDA”) approval. In addition, the cost of obtaining such regulatory approvals could be substantial.

4. Product Liability Risks. Healthcare companies, and drug companies in particular, face inherent risks of product liability exposure related to the testing and/or selling of products. Product liability claims may result in, among other things: (a) injury to reputation; (b) withdrawal of clinical trial volunteers; (c) litigation costs; (d) decreased demand for products; and (e) substantial monetary awards to third parties. 5.

Key Personnel. Healthcare and life sciences companies often depend on key scientific, research, and/or management personnel. Such companies’ abilities to pursue the development of current and future potential products depends largely on retaining the services of existing personnel and hiring additional qualified personnel to perform research and developments. Such companies may not be able to attract and retain personnel on acceptable terms given the competition for such personnel among life sciences companies. Any such failure to attract and retain personnel might delay the development of products and result in harm to the companies’ business.

6. Proprietary Rights. The success of healthcare and life sciences companies depends, in part, on the ability to maintain protection for products and/or technologies under the patent laws of the United States and other countries, and on the ability to avoid infringing upon the proprietary rights of others. The patent positions of healthcare and life sciences companies can be highly uncertain and involve complex legal and factual questions. In addition, such companies often rely upon unpatented technology, trade secrets, and other confidential information that may be difficult to protect. 7.

Government Regulations and Regulatory Approvals. Certain product candidates of life sciences companies likely will be subject to extensive and rigorous government regulations. The FDA regulates the development, testing, manufacture, safety and record keeping, labeling, distribution, and promotion of, among other things, certain

medical devices and pharmaceutical products. If a company fails to comply with the FDA’s requirements, it may face a number of consequences, including, but not limited to: (a) fines; (b) injunctions; (c) civil penalties; (d) recall or seizure of products; (e) total or partial suspension of production; (f) failure of the FDA to grant pre-market clearance or approval of devices or products; (g) withdrawal of marketing approvals; (h) limited indicated uses for which potential products may be marketed; (i) costly requirements imposed on activities; and/or (j) criminal prosecution. 8. International Conflicts. Wars and international conflicts have caused disruption to global financial systems, trade and transport, among other things. In response, the U.S. and multiple other countries have put in place sanctions and other severe restrictions and prohibitions in certain of the countries involved, as well as related individuals and businesses. These ongoing conflicts and the rapidly evolving measures in response could be expected to have a negative impact on the economy and business activity globally, and therefore could adversely affect the performance of the Advisory Clients’ investments. However, the ultimate impact of these conflicts and their effect on global economic and commercial activity, and on the operations, financial condition and performance of the Advisory Clients’ investments or any particular industry or business in which the Advisory Clients invest, and the severity and duration of any such effects is extremely difficult to predict, and as a result, present material uncertainty and risk with respect to the Advisory Clients and the performance of their investments and operations, and the ability of the Advisory Clients to achieve their investment objectives. These conflicts have the potential to have a significant and adverse impact on the Advisory Clients and result in losses to the Advisory Clients. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities and reductions in available capital. It may also limit the ability of the Advisory Clients to source, diligence and execute new investments, and to manage, finance and exit existing investments. Developing and further governmental actions may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy of the Advisory Clients, which has the potential to adversely affect the Advisory Clients’ ability to achieve their investment objective. Additionally, to the extent that portfolio companies or their customer bases or supply chains, service providers to portfolio investments or the Advisory Clients, or certain other parties with which the Advisory Clients interacts have material operations or assets in Russia, Ukraine, Belarus, Israel, the Palestinian territories or the immediate surrounding areas, they may suffer adverse consequences related to the ongoing conflict, which in turn would be expected to adversely affect the Advisory Clients and their returns.

Third Party Reimbursement; Healthcare Reform The ability of certain life sciences companies to commercialize certain of their products and potential products depends, in part, upon the availability of reimbursement from third-party

payors, such as government health administration authorities, private health insurers, and other organizations. Government and other third-party payors increasingly attempt to contain healthcare costs by limiting both coverage and level of reimbursement for certain products. If government and third-party payors do not provide adequate coverage and reimbursement levels for certain products, the market acceptance of those products may be drastically limited, with such limitation resulting in harm to a company’s business.

Planetary Health Sector A planetary health investment involves significant risks. Certain planetary health products and technologies are based on new and unproven designs and have not reached a level of maturity that allows for a level of reliability. Such products may never become viable or develop a sustainable market. There is no assurance that such investments will be able to successfully develop and commercialize their products and technologies in order to recover investments made in their development. Additionally, many of the industries and their underlying technologies, are evolving and have experienced substantial changes in recent years, and it cannot be certain that consumers and businesses will adopt such technologies at levels sufficient to continue to grow the industry. The value of investments may, at time, be greatly impacted by factors outside of the companies’ control such as (but not limited to) changes in government funding or subsidies. Structured Capital Sector A structured capital investment involves significant risks. Investments made by the Structured Capital Funds are often tailored and may include complex capital structures and negotiated terms, with exposure to credit risks, interest rate risks, prepayment risks, and the creditworthiness, cash flows, and operating performance of portfolio companies. There can be no assurance that such investments will perform as expected or that portfolio companies will meet their payment or other obligations. These investments may rely on contractual cash flows, collateral, or other structural protections, the value and effectiveness of which may vary based on company performance and market conditions. In addition, the industries and companies in which the Structured Capital Funds invest may be subject to evolving regulatory, reimbursement, and market dynamics, which may adversely affect their financial condition and ability to generate cash flow.

Limited Diversification; Concentration of Investments Advisory Clients’ assets will have limited diversification. Although the Healthcare Funds, Nexus Funds, and Account may trade a variety of securities, they are typically invested primarily in the healthcare and life sciences sectors. Similarly, although the Planetary Health Funds may trade a variety of securities, they are typically invested primarily in the climate and environmental technology and resource management sectors.

Furthermore, Advisory Clients are typically not diversified among types of securities or a wide range of issuers. In addition, Advisory Clients are concentrated in a relatively small number of securities. From time to time, Advisory Client portfolios have held positions in issuers that individually constituted significantly greater than fifteen percent (15%) of an Advisory Client’s net asset value. It is expected that this may occur again in the future. Depending on the liquidity of a position, among other reasons, Advisory Clients may not be able to reduce the size of a concentrated position at current prices. The result of such concentration of investments is that a loss in any single position could have a material adverse impact on an Advisory Client’s capital. In addition, the investment portfolio of Advisory Clients may be subject to more rapid change in value than would be the case if Advisory Clients were required to maintain investments in a large number of securities and maintain a wide diversification among industries, areas, types of securities, and issuers.

Lack of Liquidity Advisory Clients invest, from time to time, in types of securities that are illiquid or of limited liquidity because they are not traded in a public market or are subject to long-term or indefinite legal or contractual restrictions on marketing the securities. For example, from time to time, RA Capital will purchase equity in private companies (including start-ups), private equity in public entities, and warrants that may allow the purchase of additional private securities. In addition, securities may become illiquid after purchase due to market conditions or adverse developments. RA Capital may not be able to readily sell such illiquid securities, if at all, which could interfere with its ability to make distributions in cash. Illiquid securities are also harder to value with precision. RA Capital personnel serve on the boards of directors of some public portfolio companies as well as several private portfolio companies that may go public. Where RA Capital personnel serve on a board of directors of a public company, the ability of Advisory Clients to purchase or sell securities of that public company generally will be limited. See Material Nonpublic Information below.

Investments in Companies with Small Market Capitalization Advisory Clients’ assets will, either directly or through derivative securities, be invested in securities of public companies with relatively small market capitalizations. While RA Capital believes that these publicly-traded securities can provide significant potential for profit, they can involve higher risks in some respects than investments in securities of larger public companies. For example, prices of small capitalization and even some medium capitalization stocks are often more volatile than prices of large capitalization stocks, and the risk of bankruptcy or insolvency of many smaller public companies is higher than for larger capitalization public companies. In addition, due to low volume trading in some small capitalization stocks, an investment in those stocks may be considered illiquid.

Private Investments

There are certain risks associated with private investments, including such risks generally related to investments in private companies and to illiquid investments, as described above. Advisory Clients will not be able to readily dispose of such private investments, and in some cases, may be contractually prohibited from disposing of such investments for a significant period of time. As such, private investments represent capital not available for withdrawal by Investors in the Healthcare Funds or the Account for a substantial period of time. Because the Nexus Funds and Planetary Health Funds invest primarily in private investments, Investors in the Nexus Funds and Planetary Health Funds have no withdrawal rights and must wait for liquidity events, if any, before distributions are made. Each private investment will be valued at fair value (which may be at cost) until it is sold or the value can be derived from an independent pricing source (e.g., the private company becomes publicly-traded or an unaffiliated third-party investor leads a subsequent round of financing in the private company).

Short Sales RA Capital engages in short sales by selling equity securities that it does not own at the time of sale. By doing so, Advisory Clients will become obligated to purchase and deliver such securities against the short position. In the event that the price of a security increases between the short sale and Advisory Clients’ subsequent purchase of shares of that security, Advisory Clients will suffer a loss on that transaction and the value of the underlying Investors’ investments will decrease accordingly. There can be no assurance that an Advisory Client will not suffer such losses. In theory, a short sale has the potential for unlimited loss. In connection with short sales, Advisory Clients will have to deliver cash or United States Treasury securities or other securities to brokers to assure delivery of securities against short positions. Advisory Clients will be able to keep only a negotiated percentage of the yield of such United States Treasury or other securities. From time to time, governments have restricted the ability to sell short and may do so in the future in a fashion that interferes with RA Capital’s ability to use short sales as part of its investment strategy.

Use of Borrowed Funds RA Capital expects to cause Advisory Clients to leverage their investment positions by borrowing funds from securities broker-dealers, banks, or others. Such leverage increases both the possibilities for profit and the risk of loss. In a downward trending market, the use of leverage for long positions could have a material adverse effect on Advisory Clients’ profitability and operations. Extensions of credit and guarantees by broker-dealers of performance of Advisory Clients’ obligations will typically be secured by Advisory Clients’ securities and other assets. Under certain circumstances, a broker-dealer may demand an increase in the collateral that secures Advisory Clients’ obligations, and if an Advisory Client is unable to provide additional collateral, the broker-dealer could liquidate assets held in the account to satisfy Advisory Clients’ obligations to the broker-dealer. Liquidation in such a manner could have materially adverse consequences. In addition, the amount of Advisory Clients’ borrowings and the interest rates on those borrowings, which will fluctuate, will have a significant effect on their profitability. The Healthcare Funds, the Structured Capital Funds,

the Planetary Fund, and the Account use leverage in the ordinary course of their investment operations; the Nexus Funds may also borrow money to hedge portfolio investments, enter into hedging transactions, or acquire hedging instruments that have embedded leverage. The Nexus Funds, the Structured Capital Funds, and the Planetary Fund each have capital call credit facility that they can use to fund investments pending receipt of capital calls from their investors.

Derivatives RA Capital has the authority to purchase derivative instruments. Derivative instruments generally provide a form of leverage. As with other forms of leverage, derivative instruments can serve to magnify investment results, increasing the size of gains or losses and thereby increasing risk. Derivatives also involve the risk of failure or default by the counterparty.

Controlling or Substantial Positions RA Capital has the authority to acquire, and from time to time will acquire, a controlling position or a substantial position in a public or private company. In some instances, Advisory Clients may act as part of a group with respect to a particular security. These positions, depending on their size and RA Capital’s plans, may require regulatory reporting and may result in limitations on RA Capital’s further transactions. For example, under Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), beneficial owners of more than 10% of a class of a company’s equity securities must disgorge any profit from certain purchases and sales of a company’s equity securities made within a six-month period.

Turnover and Trading Costs The investment strategy of the Healthcare Funds includes active trading of publicly traded securities. As a result, their portfolios will have a higher degree of turnover and higher transaction costs than would be the case if RA Capital employed solely a buy-and-hold strategy. The transaction costs associated with active trading will lower returns unless offset by gains from trading. Active trading generally generates significant short-term capital gains. Short-term capital gains are taxed at higher rates than long-term capital gains.

Exchange Traded Funds RA Capital occasionally purchases and sells short shares of ETFs and other similar instruments. These transactions will be used to gain exposure to the general market or industry sectors and the performance of many publicly traded securities. ETFs and other similar instruments involve risks generally associated with investments in a broadly-based portfolio of common stocks, including the risk that the general level of stock prices, or that the prices of stocks within a particular sector, increases or decreases, thereby affecting the value of the shares of the ETF or other instruments.

Put and Call Options

RA Capital purchases listed and over-the-counter put and call options. In addition, RA Capital may, from time to time, write and sell covered or uncovered call and put option contracts. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying investments at a stated exercise price. Similarly, a put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying investments at a stated exercise price. Options written by RA Capital on behalf of Advisory Clients may be wholly or partially covered (meaning that Advisory Clients hold an offsetting position) or uncovered. Options on specific investments sometimes are used to seek enhanced profits with respect to a particular investment. Alternatively, they may be used for various defensive or hedging purposes. For example, they sometimes are used to protect against a future adverse change in the market price of particular portfolio investments, without requiring a sale of the investments. Use of put and call options may result in losses, force the sale or purchase of portfolio investments at inopportune times or for prices higher than (in the case of put options) or lower than (in the case of call options) current market values, limit the amount of appreciation Advisory Clients can realize on their investments, or cause Advisory Clients to hold an investment they might otherwise sell. For example, a decline in the market price of a particular investment could result in a complete loss of the amount expended by Advisory Clients to purchase a call option (equal to the premium paid for the option and any associated transaction charges). An adverse price movement may result in unanticipated losses with respect to covered options sold. The use of uncovered option writing techniques generally entails greater risk loss than other forms of options transactions.

Warrants and Convertible Bonds RA Capital has authority to purchase, and occasionally will purchase, warrants, and convertible bonds. If the price of the warrant or underlying security does not appreciate sufficiently, these transactions will not be profitable.

Initial Public Offerings RA Capital has the authority to invest in, and from time to time will invest in, initial public offerings. The prices of these securities may be very volatile. The issuers of these securities may be under-capitalized, have a limited operating history, and/or lack revenues or operating income without any prospects of achieving them in the near future. Some of these issuers only make available a limited number of shares for trading and, therefore, it may be difficult to trade these securities without unfavorably impacting their prices.

SPAC Sponsorship RA Capital and/or its affiliates may from time to time serve as a sponsor of one or more special purpose acquisition companies. A SPAC is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more operating businesses (a

"Business Combination"). Advisory Clients may invest in SPACs sponsored by RA Capital or its affiliates, which presents various risks and potential conflicts of interest that investors should carefully consider. RA Capital may face pressure to complete a Business Combination within the SPAC's limited time frame, which could result in a less favorable transaction or inadequate due diligence. SPACs sponsored by RA Capital may also consider Business Combinations with existing RA Capital portfolio companies. RA Capital has adopted policies and procedures designed to mitigate such conflicts, but there can be no assurance that these measures will be effective in all circumstances. Additionally, investments in SPACs may be subject to dilution from founder shares, private placement warrants, and other instruments typically issued in connection with SPAC offerings. If a Business Combination is completed, Advisory Clients may own a smaller percentage of the combined entity than initially anticipated. Additionally, if the SPAC fails to consummate a Business Combination within the specified time period, the SPAC will be required to liquidate, and Investors may receive less than their original investment after payment of SPAC expenses and liabilities. SPAC shareholders also generally have the right to redeem their shares prior to a Business Combination, which may result in reduced capital available for the transaction and could negatively impact the terms or viability of the Business Combination. SPACs are also subject to market volatility, and the trading price of SPAC securities may fluctuate significantly based on speculation regarding potential acquisition targets, general market conditions, and other factors unrelated to the SPAC's underlying value. Furthermore, SPACs have been subject to increased regulatory scrutiny. Changes in laws, regulations, or regulatory interpretations applicable to SPACs could adversely affect RA Capital's ability to sponsor SPACs, complete Business Combinations, or realize anticipated returns on SPAC-related investments. Advisory Clients investing in SPACs sponsored by RA Capital bear the risk that regulatory developments may negatively impact their investments. Finally, the due diligence conducted in connection with a Business Combination may not reveal all material risks associated with a target company, including risks related to the target's operations, financial condition, legal compliance, or management. Following a Business Combination, the performance of the combined entity may differ materially from expectations, and there is no assurance that the combined entity will be successful or that Advisory Clients will realize a positive return on their investment.

Non-U.S. Equities and Debt RA Capital may elect to purchase securities where the issuer or obligor is not located or headquartered in the United States. Investing in securities of non-U.S. companies involves special considerations which are not typically associated with investing in U.S. companies. In general, since non-U.S. entities may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less publicly available information about these entities than about a U.S. company. Volume and liquidity in most non-U.S. public markets is less than in the United States and, at times, volatility of price can be greater than in the United States. Fixed commissions in non-U.S. public markets are generally higher than negotiated commissions in U.S. markets, although the Partnership will endeavor to achieve the most

favorable net results on its portfolio transactions. There is generally less governmental supervision and regulation of non-U.S. financial markets, brokers and listed entities than in the United States. There are also generally less defined rules relating to perfection of security interests in non-U.S. markets than in the United States. Non-U.S. securities carry additional risks to their U.S. counterparts due to potential differences in accounting and legal practices of other countries as compared to the U.S., as well as political risk associated with non-U.S. entities. Furthermore, the regulation of healthcare and life-sciences companies and the approvals of drugs and other products may be substantially different in other countries than it is in the U.S.

Currency Risk; Forward and Futures Contracts RA Capital will generally elect to hedge positions held in securities denominated in foreign currencies but is not required to do so. This means that there exists risk that currencies in which some securities are held will decline in value, reducing the value of the holdings.

Patent and Other Intellectual Property Rights The success of investments will frequently depend, at least in part, on the existence of valid and enforceable claims of issued patents and/or claims in pending patent applications in the United States and elsewhere throughout the world, and/or possibly on other forms of registered and/or unregistered intellectual property rights. For instance, in the case of royalty investments, the right to receive payments will depend on the sales of products covered by such intellectual property rights. In the case of direct equity or credit investments in companies in the healthcare and life sciences sector, these companies’ performance and consequently the success of any investments in these companies will similarly be dependent on these intellectual property rights. The patents, patent applications, and/or other intellectual property rights on which these royalty streams or other investments depend may be challenged, invalidated, rendered unenforceable or otherwise compromised. By way of example only, there can be no assurance that a third party will not assert ownership or other rights in or to any such patents, patent applications or other intellectual property, or that any patent applications on which royalty streams or other investments may depend will proceed to grant. Similarly, there can be no assurance that, in the context of a patent challenge or otherwise, evidence such as prior art references, will not be uncovered that could have an adverse effect on the scope, validity or enforceability of any of the patents or on the patentability of any of the patent applications on which the royalty streams or other investments depend. Any challenge or other compromise of the patents, patent applications or other intellectual property rights on which the royalty streams or other investments depend may adversely affect the performance of the investment. There is a risk that third parties may use the patents, patent applications and/or other intellectual property rights on which the royalty streams and other investments depend without authorization from the licensor or in the case of royalty streams, without otherwise

paying royalties to the licensor. There also is a risk that companies within the healthcare and life sciences sector may develop or otherwise obtain intellectual property that potentially could reduce any competitive advantage afforded by the patents, patent applications and/or other intellectual property on which the royalty streams or other investments depend. The undetected or unremedied use of these intellectual property rights by third parties, and/or the design-around or circumvention of these intellectual property rights, could adversely affect the receipt of appropriate payments.

Litigation Litigation can and does occur in the ordinary course of the management of an investment portfolio of securities. Each of the Advisory Clients, the respective General Partners, one or more Related Persons (as defined in each Partnership Agreement), RAC and/or their respective partners, managers, members, agents, employees and affiliates may be engaged in litigation both as a plaintiff and as a defendant. This risk is somewhat greater where the Advisory Client exercises control or significant influence over a portfolio company’s direction, including as a result of board participation. Such litigation can arise as a result of a portfolio company’s default, bankruptcy and/or other reasons. In certain cases, such portfolio company may bring claims and/or counterclaims against the Advisory Client, the respective General Partner, RAC, each principal and/or their respective affiliates and their respective officers, directors, members, partners, shareholders, employees, managers, consultants and agents alleging violations of securities laws and corporate, contractual and other typical issuer claims and counterclaims seeking significant damages. The expense of defending against claims made against the Advisory Client by third parties and paying any amounts pursuant to settlements or judgments would, to the extent that (a) the applicable person has not been able to obtain indemnification from other sources, including, without limitation, any portfolio company or any insurance policy, (b) the Advisory Client has not been able to protect itself through indemnification or other rights against the portfolio companies, (c) the Advisory Client is not entitled to such protections or (d) the portfolio company is not solvent, be borne by the Advisory Client pursuant to indemnification obligations and reduce net assets. RAC, the respective general partner and others listed above may be indemnified by the Advisory Client in connection with such litigation, subject to certain conditions. See also “Intellectual Property Risks” above. The outcome of any proceedings may materially adversely affect the Advisory Client and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of the General Partner’s time, attention and resources, which may, at times, be disproportionate to the amounts at stake in the litigation. Under the relevant Partnership Agreement, the Partnership will generally be responsible for indemnifying the General Partner and related parties for costs they may incur with respect to such litigation not covered by insurance.

Foreign Jurisdictions

Royalty streams and the performance of other investments may relate to income generated from the manufacture, use or sale of the Products outside of the United States. The patents, patent applications and/or other intellectual property rights on which the royalty streams or other investments depend may not extend in each jurisdiction in which such products are made, used or sold, and thus it may not be possible to prevent competitors from exploiting competing products in such markets. In addition, foreign jurisdictions have differing procedures and/or standards for prosecuting and/or maintaining patents, and provide differing degrees of protection against the infringement or other unauthorized use of patents or other intellectual property. These variations among various international jurisdictions may affect the receipt of appropriate payments or otherwise impact investment performance.

Trade Disputes and Tariffs Political events, international trade disputes or tariffs could harm or disrupt international commerce and the global economy and could have a material adverse effect on the performance of portfolio investments.

Pandemic Pandemics, such as COVID-19, have, and may continue to, impact our investments.

Material Nonpublic Information From time to time, RA Capital comes into possession of material nonpublic information about companies that have issued securities. In some circumstances, RA Capital will be unable to trade certain securities of these companies until the information is made public or becomes immaterial.

Banking System Instability Contemporaneous with the collapse of SVB and Signature, liquidity concerns with other banks (particularly US regional banks) resulted in fear of instability in the banking system. Systemic concerns with the banking and financial system have occurred at other times as well. Uncertainty in the banking and financial systems can result in significant and widespread deterioration in market and economic conditions by disrupting access to capital and other financial services, which could adversely affect the performance of the Funds.

Failure of Financial Service Providers The failure of a bank, lender, broker, custodian or other financial service provider (each, a “Financial Service Provider”), like that of SVB and Signature in March 2023, with which the Funds or their portfolio companies have a commercial relationship could adversely affect, among other things, the Funds’ and their portfolio companies’ ability to access deposits,

establish new lines of credit or utilize existing lines of credit (or the costs and terms associated with such lines of credit), consummate transactions and meet obligations, which in turn could have a material adverse impact on the Funds and their portfolio companies. While the Nexus Funds will seek to utilize Financial Service Providers that they believe are creditworthy and capable of fulfilling their obligations, the failure of a Financial Service Provider may be caused by a variety of factors that are outside of our control, including negative market sentiment, a rapidly changing interest rate environment, a “run” on withdrawals, fraud, increase in defaulted loans, poor performance or accounting irregularities. Assets held by regulated Financial Service Providers in the U.S. are frequently insured up to stated amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, or the Securities Investor Protection Corporation, in the case of certain brokerdealers. Although governmental intervention resulted in additional protections for depositors in connection with the failures of SVB and Signature in March 2023, there is no guarantee that there will be such governmental intervention in the future or that such governmental intervention will avoid the risk of loss of, or delays in accessing, uninsured amounts. No Funds nor their portfolio companies expect to limit deposit or other accounts at any particular Financial Service Provider to the minimum insured amounts. As a result, the Healthcare Fund and the Nexus Funds and their portfolio companies are subject to losses in respect of uninsured accounts in the event of Financial Service Provider failures. The Funds’ and their portfolio companies’ ability to spread its banking and other financial relationships among multiple Financial Service Providers may be limited by certain contractual arrangements, including requirements of credit facilities (e.g., “subscription” lines) and other business, operational and administrative considerations.

Cybersecurity Risk RA Capital and the Investments of the Advisory Clients and any of their respective service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect RAC and its Fund Investors, despite the efforts of RAC the portfolio companies and any of their respective service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks, e-mail and other technology assets, as well as the confidentiality, integrity and availability of information belonging to the Advisory Clients and Fund Investors. Cyber incidents refer to both intentional attacks and unintentional events including: processing errors, human errors, technical errors including computer glitches and system malfunctions, inadequate or failed internal or external processes, market-wide technical-related disruptions, unauthorized access to digital systems (through “hacking” or malicious software coding), computer viruses and cyber-attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality (including denial of service attacks). For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of or prevent access to the systems or data within those systems without the knowledge of

system users. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of systems to disclose sensitive information in order to gain inappropriate access to data. Healthcare companies in particular may have sensitive data related to consumers and may be particularly vulnerable or be particular targets of such attacks. Healthcare related companies are also subject to risks related to compliance with, and sanctions or fines related to, violation of privacy and related legislation, which are continuing to develop. A successful penetration or circumvention of the security of RAC's, portfolio companies', or any of their respective service providers’ systems could result in the loss or theft of a Fund Investor’s data or funds, the inability to access electronic systems, disruption of its business, impersonation of RAC or its personnel, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause RAC, its Advisory Clients, or any of their respective service providers to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, liability to clients or third parties, regulatory intervention or financial loss. In addition, any failure or interruption of such systems could cause delays or other problems in its activities. This, in turn, could have a material adverse effect on investment performance and RAC's ability to pay distributions to its Fund Investors. A disruption or failure of any or all of these systems in the event of a major telecommunications failure, cyberattack, fire, earthquake, severe weather conditions or other catastrophic event could cause system interruptions, delays in product development and loss of critical data and could otherwise disrupt their business operations.

Use of Artificial Intelligence. RA Capital permits the use of artificial intelligence (“AI”) technologies, including generative AI technologies, for limited purposes within the context of Its business and operations, including research related to prospective and current portfolio companies. The use of AI technologies is still in its early stages, and ineffective or inadequate AI development or deployment by AI firms presents risks to the business of the Investment Manager and could result in unintended consequences. For example, AI algorithms and models that are used may have undisclosed inherent limitations, be flawed or contain errors or may be based on datasets that are biased or insufficient. In addition, any latency, disruption or failure in AI systems or infrastructure could result in errors in analyses and compromise the integrity, security or privacy of generated content. The use of AI technologies may introduce other risks including data-leakage or cyber security related risks. Moreover, uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time. Additionally, RA Capital may invest in portfolio companies that utilize AI technologies, including generative AI, to, among other things, recommend relevant unconnected content across portfolio companies, enhance the advertising tools of portfolio companies, assist in the

development of new products for portfolio companies and develop new features for existing products of portfolio companies. RA Capital may also invest in portfolio companies that offer products that are, or are powered by, AI, to their customers. Accordingly, such portfolio companies are subject to the same risks and unintended consequences described above, and there can be no assurance that the usage of AI will enhance portfolio company products or services or be beneficial to their business, including efficiency or profitability, or that returns from investments in companies that utilize AI will be higher than they would otherwise be.

Structured Capital Risks Please refer to the Private Placement Memorandum for the SC Funds for a full description of all applicable risks.

Blind Pool of Investments Aside from any investments that may be warehoused for the fund, the investments that the SC Master Fund intends to make, as of the date of this Form ADV, have not been selected by the General Partner or the Investment Manager. Fund Investors will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding investments by the fund. No assurance can be given that the fund will be successful in obtaining suitable investments or that, if the investments are made, the objectives of the fund will be achieved.

Portfolio Investments in Growth Businesses The SC Master Fund expects to invest in the debt obligations or securities of growth companies. These companies may be characterized by short operating histories, evolving markets, intense competition and management teams that have limited experience working together. A company may need to implement appropriate sales and marketing, inventory, finance, personnel and other operational strategies in order to become and remain successful. The SC Master Fund’s returns will depend upon the General Partner’s ability to find and invest in companies that can successfully combine these strategies where products and markets are constantly evolving. There can be no assurance that the General Partner will find and invest in a sufficient number of these companies to meet investor return expectations.

Portfolio Investments in Less Established Businesses The SC Master Fund expects to invest a portion of its assets in the debt obligations or securities of less established companies. Such investments may involve greater risks than generally are associated with investments in more established companies. To the extent there is any public market for the securities held by the SC Master Fund in any such companies, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Less established companies tend to have lower capitalizations and fewer resources than more established companies and, therefore, often are more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if

operating, will have negative cash flow. As such, these investments should be considered highly speculative and may result in the loss of the SC Master Fund’s entire investment.

Investments in Small Companies The SC Master Fund expects to invest a portion of its assets in the debt obligations or securities of certain small companies. Some small companies in which the SC Master Fund may make investments may lack management depth or the ability to generate internally, or obtain externally, the funds necessary for growth. In addition, some small companies in which the SC Master Fund may make investments may not, for example, have had their financial statements audited prior to the SC Master Fund’s investment therein. They may be unable to meet their obligations, which may be accompanied by deterioration in the value of any collateral and a reduction in the likelihood of the SC Master Fund realizing any guarantees it may have obtained in connection with its investment. Companies with new products or services could sustain significant losses if projected markets do not materialize. Some small companies may have shorter operating histories, narrower product lines and smaller market shares than larger businesses in their industries. This may render such companies more vulnerable to competitors’ actions and market conditions, as well as general economic downturns, and entail a greater risk than investments made in larger companies.

Investments in Non-performing or Stressed Investments The SC Master Fund may make investments in non-performing or other stressed assets, including investments in which a business unit is acquired from a larger parent or organization, that involve a degree of financial and market risk and there can be no assurance that the SC Master Fund’s internal rate of return and/or cash multiple of invested capital objectives will be realized or that there will be any return of capital. In addition, under certain circumstances, payments to the SC Master Fund and distributions by the SC Master Fund to the Fund Investors may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment under applicable law.

Illiquid and Long-Term Investments Although many of the SC Master Fund's Investments are expected to generate current income, the return of capital and the realization of gains, if any, from an investment will generally occur only upon the maturity or the partial or complete disposition (including full repayment) of such Portfolio Investment. While investments may be sold at any time, it is generally expected that the disposition of most of the Fund's investments will not occur for a number of years after such investments are made. It is unlikely that there will be a public market for the securities held by the SC Master Fund at the time of their acquisition, and such securities may require a substantial length of time to liquidate. Dispositions of investments also may be subject to limitations on transfer or other restrictions that would interfere with the subsequent sale of such investments or adversely affect the terms that could be obtained upon any disposition thereof. The SC Master Fund generally will not be able to sell the securities it holds of any investment publicly unless their sale is registered under applicable securities laws, or unless an exemption from such registration requirements is available. In addition, in some cases, the SC Master Fund may be prohibited or limited by contract from selling certain securities for a period of time, and as a result, may not be permitted to sell an investment at a time or price it might otherwise desire to do so.

Leverage The SC Master Fund anticipates that it will make investments in companies whose capital structures have significant leverage. While investments in leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk. Companies that are highly leveraged may be more sensitive to adverse business or financial developments or economic factors. Moreover, rising interest rates may have a more pronounced effect on the profitability or survival of such companies. Although RAC will seek to use leverage in a manner it believes is appropriate under the then-circumstances, the leveraged capital structure of such companies will increase the exposure of such companies to adverse economic factors, such as rising interest rates, downturns in the economy or deteriorations in the condition of such companies or their industries and may impair such companies’ ability to finance their future operations and capital needs, resulting in restrictive financial and operating covenants. Consequently, such companies’ flexibility to respond to changing business and economic conditions may be limited. If for any of these reasons a company is unable to generate sufficient cash flow to meet principal or interest payments on its indebtedness or make regular dividend payments, the value of the SC Master Fund’s investment in such company could be significantly reduced or even eliminated. Moreover, the SC Master Fund may invest in securities that are not protected by financial covenants or limitations on additional indebtedness. Further, an adverse economic change could result in some lenders imposing more stringent restrictions on the terms of credit or a general reduction in the amount of credit available in the markets in which the SC Master Fund will seek to invest. Any negative impact from the tightening of, or adverse changes in, the credit markets may result in: (a) an inability to finance the acquisition of Investments on favorable terms, if at all; (b) increased financing costs; or (c) financing with increasingly restrictive covenants. Such changes in turn may negatively impact the performance of the SC Master Fund’s investments in companies. To the extent there is a lack of readily available and reasonably priced debt financing readily available to potential purchasers at the time the SC Master Fund is ready to dispose of an investment, such circumstances could materially and negatively affect the number of potential purchasers and the prices purchasers are willing to pay the SC Master Fund for such Investment.

Syndications and Bridge Financings From time to time, the SC Master Fund may lend to companies on a short-term, unsecured basis or otherwise acquire equity or other securities of companies on an interim basis, including through co-investment by one or more Fund Investors or third parties, after the closing of such investment. Any such investment may include assets that the RAC may not have caused the SC Master Fund to acquire on a stand-alone basis (including, without limitation, because the risk/return profile or other characteristics of such assets may not be desirable or appropriate for the SC Master Fund), and RAC may seek to reduce the SC Master Fund’s exposure to such assets through disposition, refinancing, co-investment or another transaction. In these situations, the SC Master Fund’s strategy may depend, in part, upon its ability to sell, refinance or otherwise reduce its exposure to such investments after initially agreeing to consummate them. However, for reasons not always in the SC Master Fund’s control, such long-term securities issuance or other refinancing or syndication may not occur, and such interim acquisitions may remain outstanding. Moreover, there can be no assurance in such instances that the SC Master Fund will be successful in doing so or that the

terms of any such transaction will be attractive, including because there may not be sufficient interest in or for the assets, or Fund Investors or third parties may not accept all or a portion of the amount offered for co-investment. If the SC Master Fund is unable to complete such an anticipated transaction, its investments will be less diversified than they otherwise may have been and the SC Master Fund may have greater exposure to certain investments, regions and sectors than intended or desired, including to assets that the General Partner would not have acquired on a stand-alone basis or to a investment that exceeds the amount that is permitted to be invested in a single investment that does not involve Bridge Financing. In addition, to the extent that the SC Master Fund is unable to complete an anticipated transaction, it may incur broken deal and related costs associated with the pursuit of such transaction. Any investment involving bridge financing involves the risk of loss of the entire amount of such investment. In addition, in the case of the SC Master Fund reducing a investment involving bridge financing (including through disposition or co-investment), such transaction will be completed at a price negotiated by RAC and the purchaser taking into account the then-relevant facts and circumstances, which may include the SC Master Fund’s cost of such investment (and an allocable portion of costs and expenses) and other market events and forces. There can be no assurance that such transaction price will be equal to or more than the SC Master Fund’s cost of such investment or that it necessarily or accurately reflects the then-market value of such investment, all costs and expenses associated therewith, or any interest or other carrying cost that would typically be associated with such transaction. In addition, the SC Master Fund may face increased risk of inability to complete the transaction under certain market conditions, including when the investment has decreased in value while held by the SC Master Fund. The SC Master Fund will be required to bear the losses of such investment if such a transaction is not consummated or if the SC Master Fund is required to sell such portion of its investment at a reduced price to reduce the SC Master Fund’s exposure to such investment. Depending on the applicable facts and circumstances, it is possible that bridge financings that are structured as debt for U.S. federal income tax purposes could cause a non-U.S. investor to recognize CAI and ECI. Although the SC Master Fund expects to take the position that bridge financed debt investments by the SC Master Fund should not cause non-U.S. investors to recognize CAI and ECI, no assurance can be provided that the U.S. Internal Revenue Service (the “IRS”) will not challenge such position and, if so, that the IRS will not be successful in asserting that such non-U.S. investors are engaged in a U.S. trade or business or commercial activities for U.S. federal income tax purposes. Further, with respect to the making of any such bridge financings in the form of loans, the SC Master Fund may be subject to various laws and regulations applicable to lenders, and the holding of such loans could potentially subject the SC Master Fund to various lender liability risks. In such event, the interest rate on such loans or the terms of such interim investments may not adequately reflect the risk associated with the position taken by the SC Master Fund.

Credit Ratings The ratings that may be assigned by various credit rating agencies to loans or other debt instruments that may be acquired by the SC Master Fund reflect only the views of those agencies. No assurance can be given that ratings assigned will not be withdrawn or revised

downward if, in the view of such credit rating agency, circumstances so warrant and there is no guarantee that any ratings relied on by RAC will not be so withdrawn or revised.

Senior Secured Loans The SC Master Fund may invest in senior secured loans. If the SC Master Fund makes a senior secured loan to a company, it generally will take a security interest in the available assets of the company, including the equity interests of its subsidiaries, which should help mitigate the risk that the SC Master Fund will not be repaid. However, there is a risk that the collateral securing the SC Master Fund’s loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise, and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the company to raise additional capital. In some circumstances, the SC Master Fund’s lien could be subordinated to claims of other creditors. In addition, deterioration in a company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Consequently, the fact that a loan is secured does not guarantee that the SC Master Fund will receive principal and interest payments according to the loan’s terms, or at all, or that the SC Master Fund will be able to collect on the loan should it be forced to enforce its remedies.

Second Lien, or Other Subordinated Loans or Debt The SC Master Fund may acquire second lien or other subordinated loans. In the event of a loss of value of the underlying assets that collateralize the loans, the subordinate portions of the loans may suffer a loss prior to the more senior portions suffering a loss. If a borrower defaults and lacks sufficient assets to satisfy the SC Master Fund’s loan, the SC Master Fund may suffer a loss of principal or interest. If a borrower declares bankruptcy, the SC Master Fund may not have full recourse to the assets of the borrower, or the assets of the borrower may not be sufficient to satisfy the loan. In addition, certain of the SC Master Fund’s loans may be subordinate to other debt of the borrower. As a result, if a borrower defaults on the SC Master Fund’s loan or on debt senior to the SC Master Fund’s loan, or in the event of the bankruptcy of a borrower, the SC Master Fund’s loan will be satisfied only after all senior debt is paid in full. The RAC’s ability to amend the terms of the SC Master Fund’s loans, assign the SC Master Fund’s loans, accept pre-payments, exercise the SC Master Fund’s remedies (through “standstill periods”) and control decisions made in bankruptcy proceedings relating to borrowers may be limited by intercreditor arrangements if debt senior to the SC Master Fund’s loans exists.

Unsecured Loans or Debt The SC Master Fund may invest in loans that are not secured by collateral. In the event of default on an unsecured loan, a lien holder may have a prior claim to the assets supporting the loan. In such a circumstance, it is possible that no asset value would remain for an unsecured lender and therefore there could be a resulting loss to the SC Master Fund.

Term Loans, Delayed Draw Loans, or Revolvers The SC Master Fund may invest in a variety of different types of debt, including but not limited to term loans, delayed draw term loans, and revolving loans. A term loan is a loan that

has a specified repayment schedule. A delayed draw loan is a loan that typically permits the borrower to withdraw predetermined portions of the total amount borrowed at certain times. A revolving credit facility differs from a delayed draw loan in that as the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term of the revolving credit facility. Delayed draw loans and revolving credit facilities usually provide for floating or variable rates of interest. If the SC Master Fund enters into a commitment with a borrower regarding a delayed draw loan or a revolver, the SC Master Fund will be obligated on one or more dates in the future to lend the borrower monies (up to an aggregate stated amount) if called upon to do so by the borrower. These commitments may have the effect of requiring the SC Master Fund to increase its investment in a borrower at a time when it might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). Delayed draw loans and revolvers may be subject to restrictions on transfer, and only limited opportunities may exist to resell such instruments. As a result, the SC Master Fund may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. In the event that a contractual obligation extends beyond the investment Period, the SC Master Fund would be required to meet such contractual requirements and, if it were unable to do so, would be subject to contractual penalties under such loans. The SC Master Fund’s obligation to meet such contractual requirements, which may be met through drawdowns of Commitments, may extend beyond the investment Period.

Convertible Securities The SC Master Fund may invest in convertible securities, which are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of equity of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally: (a) have higher yields than common stocks, but lower yields than comparable nonconvertible securities; (b) are less subject to fluctuation in value than the underlying common stock due to their fixed income characteristics; and (c) provide the potential for capital appreciation if the market price of the underlying common stock increases. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the SC Master Fund is called for redemption, the SC Master Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third-party. Any of these actions could have an adverse effect on the SC Master Fund’s ability to achieve its investment objective.

Structured investments The SC Master Fund may invest in structured products, securitizations and other assetbacked securities, including collateralized debt obligations, collateralized loan obligations and repackaged securities (collectively, “Structured investments”). These may be fixed pools or may be “market value” or managed pools of collateral, including commercial loans, high yield and investment grade debt, structured securities and derivative instruments relating to debt. The pools are typically separated into tranches representing different degrees of credit quality, with lower rated tranches being subordinate to senior tranches.

Investments in structured products will be subject to a number of risks, including risks related to the fact that the structured products will often be leveraged, increasing their risk. See “Leverage” above. In addition, if the particular structured product is invested in a security in which the SC Master Fund is also invested, this would tend to increase the SC Master Fund’s overall exposure to the credit of the issuer of such securities. Structured investments are subject to the risks of the underlying assets. These risks include the possibility of a default by, or bankruptcy of, the issuers of such assets or a claim that the pledging of collateral to secure any such asset constituted a fraudulent conveyance or preferential transfer that can be subordinated to the rights of other creditors of the issuer of such asset or nullified under applicable law. The SC Master Fund will not own such assets directly and will therefore not benefit from general rights applicable to the holders of assets, such as the right to indemnity and the rights of setoff, or have voting rights with respect to such assets.

High Yield Securities The SC Master Fund may make investments in “high yield” debt and preferred securities that are rated lower than investment grade by the various credit rating agencies (or in comparable non-rated securities). Securities that are rated lower than investment grade are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally perceived to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions such that the yields and prices of such securities tend to fluctuate more than those for higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. Securities that are rated BB+ or lower by Standard & Poor’s Ratings Group or Ba1 or lower by Moody’s Investors Service are often referred to in the financial press as “junk bonds” and may include securities of issuers in default. “Junk bonds” are considered by the rating agencies to be predominately speculative and tend to involve major risk exposures such as: (a) vulnerability to economic downturns and changes in interest rates; (b) sensitivity to adverse economic changes and corporate developments; (c) redemption or call provisions that may be exercised at inopportune times; and (d) difficulty in accurately valuing or disposing of such securities.

Equity Securities The SC Master Fund anticipates that it will acquire equity and equity-related securities in Companies, either directly, through conversion of its debt investments or through foreclosure on its security with respect to a investment. Equity and equity-related securities generally involve a high degree of risk including business, financial, market and/or legal risk and will be subordinate to the debt securities and other indebtedness of the issuers of such equity securities including business, financial, market and/or legal risk. Holders of equity and equity-related securities generally own a residual interest in the applicable company and are junior to any obligations owed to the senior or subordinated creditors of such company. Prices of equity and equity-related securities generally fluctuate more than prices of debt securities and are more likely to be affected by poor economic or market conditions. In some

cases, the issuers of such equity securities may be highly leveraged or subject to other risks such as limited product lines, markets or financial resources. In addition, actual and perceived accounting irregularities may cause dramatic price declines in the equity and equity-related securities of companies reporting such irregularities or that are rumored to be subject to accounting irregularities. The SC Master Fund may experience a substantial or complete loss on individual equity securities. Moreover, acquisition of equity interests involves certain risks not present in loans. For example, there is the possibility that other equity owners may have economic or business interests or goals which are inconsistent with those of the SC Master Fund. The acquisition of control or the exercise of control over a company can impose additional risks of liability for environmental damage, failure to supervise management, pension plan liabilities, violation of government regulations (including securities laws) or other types of liability which the limited liability characteristic of business ownership may be ignored. The acquisition of control or the exercise of control and/or significant influence over a company could expose the assets of the SC Master Fund to claims by such investment, its security holders and its creditors. While the General Partner intends to manage the SC Master Fund in a way that will minimize exposure to these risks, the possibility of successful claims cannot be precluded. Moreover, if the SC Master Fund holds equity positions, the holding period for such investment(s) may increase and may extend the SC Master Fund’s liquidation period. If the SC Master Fund fails to execute exit strategies successfully prior to the liquidation of the SC Master Fund, the SC Master Fund may be forced to liquidate such investment(s) on terms less favorable than anticipated and the proceeds from such investment(s) may be materially and adversely affected. Additionally, in order to protect such equity investment(s), it may be increasingly likely that additional funds will be necessary and that the General Partner may need to dedicate a disproportionate amount of time and attention to the management of such investment(s). Such equity investments may be in troubled assets and there can be no assurance that the SC Master Fund’s internal rate of return and/or cash multiple of invested capital objectives will be realized or that there will be any return of capital. Further, such investments may require the General Partner to utilize the other resources of the Manager or third-party service providers to assist with such management, with the aim of recovering capital from such investment(s) rather than pursuing an early liquidation.

Participation on Creditors’ Committees The SC Master Fund may participate on committees formed by creditors to negotiate the management of financially troubled companies that may or may not be in bankruptcy or the SC Master Fund may seek to negotiate directly with the debtors with respect to restructuring issues. If the SC Master Fund does join a creditors’ committee, the participants of the committee would be interested in obtaining an outcome that is in their respective individual best interests and there can be no assurance of obtaining results most favorable to the SC Master Fund in such proceedings. By participating on such committees, the SC Master Fund may be deemed to have duties to other creditors represented by the committees, which might thereby expose the SC Master Fund to liability to such other creditors who disagree with the SC Master Fund’s actions. The SC Master Fund, the General Partner or the RAC may also be provided with material nonpublic information that may restrict the SC Master Fund’s ability to trade in the company’s securities or be subject to other limitations on trading. While the SC Master Fund intends to

comply with all applicable securities laws and to make judgments concerning restrictions on trading in good faith, the SC Master Fund’s judgments may ultimately be incorrect, and the SC Master Fund’s trading in a restructuring company’s securities could result in litigation and liability that may cause the SC Master Fund to incur significant legal fees and potential losses. As the SC Master Fund will indemnify any person serving on a committee on its behalf for claims arising from the breaches of those obligations, indemnification payments could adversely affect the return on the SC Master Fund’s investment in a company.

Conflicts of Interest No Exclusivity RA Capital and its affiliates engage and may in the future engage in other activities, including providing investment management and advisory services to other accounts, subject to certain limitations, and unless otherwise specifically agreed in writing, are not required to refrain from any activity, to disgorge profits from any such activity, or to devote all or any particular amount of time or effort to any particular Advisory Client and its affairs. Such additional activities may be in competition with an Advisory Client and/or may involve substantial time and resources. These activities could be viewed as creating a conflict of interest in that the time and effort of the person involved will not be devoted exclusively to the business of Advisory Clients.

Allocation of Investment Opportunities RA Capital and its affiliates may give advice or take action with respect to any Advisory Client account which may be the same as or differ from the advice given, or the timing or nature of any action taken with respect to, investments of another Advisory Client. The Adviser’s investment opportunity allocation policy is summarized in Item 6 above. RA Capital has adopted an allocation policy to provide for investment allocations that are fair and equitable to its Advisory Clients. In the event an Advisory Client account does not have sufficient available capital to purchase its allocable share of an investment opportunity, or 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 other Advisory Client accounts. Such allocations, if any, will be made in a manner that RA Capital considers fair, reasonable, and equitable to the Advisory Client accounts over time. Any Advisory Client account could be disadvantaged because of the investment activities of other Advisory Client accounts due, among other things, to limited availability of an opportunity or the market impact of investments on behalf of such other Advisory Client accounts.

When the purchase or sale of public securities is considered to be in the best interest of multiple Advisory Client accounts, the securities to be purchased or sold may be aggregated in order to obtain superior execution and/or lower brokerage expenses. Securities purchased or proceeds of securities sold through aggregated orders are allocated among the Advisory Client accounts participating in the trade at the average execution price and transaction costs will be shared pro rata based on each account’s participation in the transaction. If less than the total of the aggregated orders is executed, purchased securities or proceeds will be allocated pro rata among the participating Advisory Client accounts in proportion to their planned participation in the aggregated orders. No account will receive the lowest purchase price or the highest sale price in connection with such order unless all purchases or sales are at the same price. The practice of aggregating orders is expected to result in optimal execution for Client accounts over time, however the practice may result in a particular Client receiving inferior execution for an individual transaction.

Revenue from Other Sources RA Capital has a Management Fee offset policy to protect Advisory Client accounts from certain circumstances in which revenue from sources other than Management Fees and Carried Interest (or Performance Fee) may influence RA Capital or its affiliates to subordinate the best interests of Advisory Clients to an opportunity to receive other revenues. Directors’ fees received from portfolio companies by the Adviser’s officers, members, partners, or employees are subject to offset (the “Fee Income”). For the avoidance of doubt, and without limiting the foregoing, no Investor shall, by reason of being invested in any Advisory Client, have any right to participate in any profits or income earned, derived by or accruing to RA Capital or any of its affiliates from the conduct of any business, other than the business of the Advisory Client to the extent provided in its governing documents, or from any transaction in securities effected by RA Capital or any of its affiliates for any Advisory Client other than that in which such Investor is invested. Fee Income received by RA Capital or any of its affiliates will be allocated in a manner determined by RA Capital in its sole discretion among the Advisory Clients and other investors investing in the portfolio company giving rise to the Fee Income. The Management Fee payable by any Investor will only be offset by that portion of the Fee Income that is allocable to the Advisory Client in which such Investor has invested, and not by any portion of the Fee Income that is allocable to any other Advisory Client or other investors. Moreover, Fee Income in respect of "affiliated partners" or other investors that do not bear Management Fees or in respect of other Advisory Clients that may invest alongside a given Advisory Client in any portfolio company (including any co-investment vehicle, if applicable) giving rise to such Fee Income will be retained by RA Capital or its affiliates, and the Advisory Clients will have no right to participate in the benefit of any such Fee Income so retained. To the extent any significant investments are made alongside an Advisory Client, meaningful portions of any Fee Income paid by any portfolio company to RA Capital or its Affiliates will not be allocated to such Advisory Client and will not offset the Management Fee payable by such Advisory Client. Consequently, RA Capital and its affiliates

will be subject to potential conflicts of interest in determining which portion of an investment in the relevant portfolio company should be borne by co-investors. 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. From time to time, RA Capital or its affiliates may engage employees of incubated portfolio companies as paid consultants.

Valuation The Adviser has responsibility for valuing the assets and liabilities of each Fund and the Account. Management fees are based on the net assets of the funds. In the case of private investments, RA Capital would be incentivized to increase the value of those securities. For the purpose of calculating management fees for the Healthcare Funds, RA Capital uses the lower of cost or current value for private securities. For the Nexus Funds, Structured Capital Funds, and Planetary Health Funds, management fees are based upon committed capital during the investment period and remaining cost (or invested capital) of investments thereafter. Management fee terms may vary for certain investors pursuant to side letters or other negotiated arrangements. RA Capital is incentivized to increase the valuations of private securities to please current Investors and to aid in the marketing of RA Capital’s services. In certain cases, RA Capital’s valuation of investments in privately-held companies majority-owned or formed by one or more Advisory Clients may reflect an assessment of the actions (or inactions) of RA Capital on behalf of such majority-owned or formed privately-held companies. RA Capital reports Fund performance using valuation methodologies in accordance with US GAAP. Valuations of private securities and credit investments are based on a variety of factors depending on the nature of the investment, including contractual terms, expected cash flows, and other relevant considerations. The RA Capital Valuation & Allocation Committee is responsible for implementing RA Capital’s Valuation Policy to ensure that valuations are fairly considered and thoroughly documented.

Related Party Transactions

Related party transactions may arise in the course of acting as investment adviser to the Advisory Client accounts. RA Capital seeks to avoid related party transactions or to mitigate the conflicts inherent in them. RA Capital was formed by Mr. Aldrich in September 2004. Mr. Aldrich is a passive minority owner of both RA Capital and the general partners of the Funds, and has been granted certain preferential rights, specifically a waiver of most fees, with respect to investments by him or his affiliates in Funds or accounts managed by RA Capital. Mr. Aldrich receives standard reporting consistent with other Fund investors. Mr. Aldrich is a founder and board member in 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 Client accounts. RA Capital may share information about potential co-investments with Mr. Aldrich, in his capacity as a managing member of his current firm, to the extent RA Capital determines it is in the Advisory Clients’ best interests to do so. RA Capital may, from time to time, engage with Mr. Aldrich regarding the management or board composition of portfolio companies. RA Capital imposes limitations on communications with Mr. Aldrich to ensure that there is no appearance of preferential treatment. From time to time, RA Capital portfolio companies may seek to transact with other portfolio companies, including licensing, services, and mergers & acquisitions. In some cases, RA Capital Clients may be the sole or controlling owner of one or even both of the portfolio companies involved. These situations raise a potential conflict that RA Capital may seek to influence the outcome in such a way that benefits one portfolio company or one Client over another. All such transactions are reviewed by RA Capital’s legal and compliance teams, and all such conflicts are fully disclosed to the Boards of the relevant portfolio companies when voting upon such transactions.

Diverse Clients Advisory Clients are expected to include persons or entities organized in various jurisdictions that may have conflicting investment, tax, and other interests with respect to their investments. The conflicting interests of Advisory Clients may relate to or arise from, among other things, the nature of investments, the structuring of the acquisition of portfolio investments, and the timing of disposition of investments. Such structuring of portfolio investments may result in different returns being realized by different Advisory Clients. As a consequence, conflicts of interest may arise in connection with decisions made by RA Capital or its affiliates that may be more beneficial for one Advisory Client than for another Advisory Client. In addition, in selecting and structuring investments or trading appropriate for any Fund, RA Capital will consider the investment and tax objectives of the Fund as a whole, not the investment, tax or other objectives of any Fund Investor individually. In particular, RA Capital will disregard the differing tax treatment of the general partner versus the Fund Investors in managing the Fund (specifically, the general partner will not enjoy capital gains

treatment of Carried Interest/Performance Fees unless the underlying asset has been held for three years).

Participation with Other Account Follow-Ons The Nexus Funds will generally invest in private companies alongside the Healthcare Funds, including, under certain circumstances, securities issued by private companies in which the Healthcare Funds previously invested. Any such investment will be acquired at the same price and on substantially the same terms as the Healthcare Funds. The Nexus Funds will not participate in any prior completed financing rounds in which the Healthcare Funds have invested. However, the Nexus Funds generally will invest in opportunities that are follow-on investments for the Healthcare Funds, including future tranches of negotiated, committed deals; provided, however, that the Nexus Funds will not participate in any follow-on investment or future tranche available to Healthcare Funds if RA Capital determines that the relevant portfolio company is impaired or that such investment by the Healthcare Funds is otherwise defensive (i.e., its primary purposes is to protect the value of previous amounts invested by the Healthcare Funds in that portfolio company). Furthermore, after the end of the Nexus Funds’ investment period, RA Capital may identify certain follow-on investment offerings that it deems not appropriate for the Nexus Funds considering the remainder of their term, remaining assets and liabilities, or other factors, in which case the Nexus Funds will not participate in such follow-on investments.

Transactions with Other Accounts From time to time RA Capital may determine that it is in the best interest of its Clients to trade among Client portfolios (i.e., cross trades). For example, the Healthcare Funds and the Account are evergreen accounts that can hold public securities indefinitely and the Nexus Funds are illiquid, limited term funds. Therefore, it may be advisable or necessary for the Nexus Funds to sell portfolio investments at times when the Healthcare Funds and the Account are not advised to sell. The Adviser has a cross trade policy so that the Advisory Client accounts can transact with one another on a fair and equitable basis, when RA Capital determines that doing so is consistent with the best interests of each of the participating accounts. The cross trade policy provides that purchase and sale transactions (including swaps) may be effected between Advisory Client accounts subject to specified conditions, including: (i) such transactions shall be effected for cash consideration at the current market price of the particular securities, and (ii) no brokerage commission or fee (except for customary transfer fees or commissions paid to a third party broker) or other remuneration shall be paid in connection with any such transaction. Cross trades in securities at any price other than a reported market price may be affected at a price determined or validated by an independent valuation agent if permitted by the Advisory Client’s own policy.

Service Providers RA Capital does not currently anticipate that it will use “soft dollars.” However, in the event RA Capital elects to use soft dollars, it is anticipated that any use of soft dollars to pay for

research products or services will fall within the safe harbor created by Section 28(e) of the Exchange Act. RA Capital may, but does not intend to, engage placement agents or other paid intermediaries to introduce potential investors to the Healthcare Funds or the Nexus Funds, or to introduce potential clients to RA Capital. RA Capital has engaged a placement agent for the purpose of introducing potential investors in the Planetary Health Fund. RA Capital maintains written placement agent agreements and placement activities are subject to oversight by the CCO. RA Capital will not refer trades or otherwise use commissions to compensate persons indirectly for referring potential investors or clients. From time to time, representatives of RA Capital may speak at conferences and programs sponsored by prime brokers for investors interested in investing in private funds. Generally, a prime broker is not compensated by RA Capital, the relevant Fund, or potential investors for providing such “capital introduction” opportunities. In addition, a prime broker may provide financing and other services to an Advisory Client account and/or RA Capital. Such additional services by a prime broker may influence RA Capital in deciding whether to use the services of such prime broker in connection with the activities of an Advisory Client account. See Item 12. Brokerage Practices as it relates to Selection of Broker-Dealers.

Portfolio Investments – Significant Positions From time to time, RA Capital’s Advisory Client accounts will form and/or acquire a significant minority or majority position in one or more portfolio investments. RA Capital representatives may act as a manager, managing member, general partner, executive, board member, consultant, or advisor of one or more portfolio companies, or may spend considerable time assisting, one or more portfolio companies (each, an “RA Representative”) as needed from time to time. In that capacity, an RA Representative may be required to make decisions that consider or prioritize the best interests of such portfolio company. In certain circumstances, for example in situations involving the bankruptcy or near-insolvency of a portfolio company, there may be conflicts of interest between the RA Representative’s duties to RA Capital and the RA Representative’s duties to the portfolio company, such that actions that may be in the best interest of the portfolio company may not be in the best interests of the investing Advisory Client account, and vice versa. In these instances, the RA Representative will use his or her judgment to determine the materiality of any conflict and, when the RA Representative has determined it to be appropriate, will use reasonable efforts to mitigate any such conflict, which may include, without limitation, recusing himself or herself from participating in discussions about the matter at the board or management committee level and/or not exercising his or her respective voting rights as the RA Representative. As a result, in certain situations, an RA Representative may not be able to take certain actions that might benefit the Advisory Client accounts because of such conflict of interest. In addition, from time to time, investment opportunities sourced by a portfolio company (at times, with the assistance of an RA Representative) may be an appropriate investment for Advisory Client accounts (or, in some cases, for another portfolio company). In such cases, there may be a conflict of interest for RA Capital in allocating the investment

opportunity to the extent RA Capital may have the ability to influence the portfolio company’s management team.

Personal Trading, Investment, and Ownership RA Capital or its affiliates may trade in securities for their own accounts, subject to restrictions and reporting requirements as may be required by law or otherwise determined from time to time by RA Capital. Advisory Client accounts generally do not engage in transactions with RA Capital or its affiliates, except as disclosed above with respect to Mr. Aldrich or otherwise as provided by the Advisory Client’s own policies. RA Capital and its affiliates may also invest directly into one or more Funds and such parties generally are not subject to Management Fees or Carried Interest that apply to other Fund Investors. The fact that certain affiliates of the Adviser may have financial ownership interests in a Fund creates a potential conflict in that it could cause RA Capital to make different investment decisions than if such parties did not have such financial ownership interests.

Trade Restrictions From time to time, RAC will cause restrictions in trading across all Advisory Clients as a result of research and diligence activities. These restrictions will impact Advisory Clients who would not participate in the potential investment. Such restrictions may have negative Impacts on the trading opportunities available to Advisory Clients over time.

Personnel Providing Services to Portfolio Companies Through its Carnot Pharma, LLC (dba RA Ventures or Raven) internal incubation program, RA Capital seeks to invest in scientific discovery which may ultimately lead to the formation of a new company (a “NewCo”). The Advisory Clients fund (and own all of the equity of) Carnot Pharma, LLC, and the Fund Investors who have funded the work leading to the NewCo formation receive equity in the NewCo in consideration of such funding. As the NewCo progresses there may be the need to recruit personnel to support and deliver the mission of the NewCo. Where appropriate, Carnot Pharma, LLC will assign its own personnel on a part or full time basis to provide services to such NewCo companies pursuant to a standard Carnot Pharma, LLC services agreement. In such instances, the NewCo will reimburse Carnot Pharma, LLC for the fully-loaded costs of such personnel, based on the percentage of time such person is devoting to work for the NewCo, plus a markup to account for Carnot Pharma, LLC’s administrative and overhead expenses (such expenses include, but are not limited to, contract management, recruiting, human resources, and company formation activities). RA Capital recognizes that placing qualified individuals into roles within the new companies is in alignment with the best interest of the Advisory Clients and Investors, and has implemented controls to appropriately allocate employment and overhead costs based on time spent in service of new companies and RA Capital. Also, RA Capital employees from time to time leave RA Capital to join a NewCo or Carnot Pharma, LLC, thereby shifting their compensation from RA Capital to the NewCo or Carnot Pharma, LLC (and accordingly to the Fund Investors

in that NewCo or Carnot Pharma, LLC). Each new hire of an RA Capital employee by a NewCo or Carnot Pharma, LLC is reviewed to ensure that the decision making has not been influenced by a conflict of interest. Carnot Pharma LLC employees from time to time provide services to RA Capital; in such cases, RA Capital reimburses Carnot Pharma, LLC for their allocable time.

Management Fee Calculation and Capitalized Costs In accordance with the relevant governing documents associated with certain Advisory Clients, at certain times, the Advisory Clients pay Management Fees based upon the funded commitments. In connection with the foregoing, RA Capital has broad discretion in determining which costs are capitalized into funded commitments, and therefore broad discretion in determining the basis for calculating Management Fees. Such capitalized costs may include, but are not limited to, expenses incurred in connection with identifying, structuring, negotiating, making, sourcing, researching, holding, monitoring, developing, owning, operating, managing, financing, selling, restructuring, or otherwise disposing of a portfolio investment (including, but not limited to, legal, accounting, audit, consulting appraisal, travel, lodging, transportation, meals, hedging and other expenses) and payments made to service providers, including affiliated service providers (meaning that Management Fees would be charged on funded commitments, which would include capitalized costs that were paid to affiliates of the RA Capital) in connection with facilitating a portfolio investment. Should RA Capital capitalize such costs into the funded commitments of a portfolio investment, the Management Fees paid by Investors will be higher than if RA Capital determined not to capitalize such expenses. Calculating Management Fees based on funded commitments creates an incentive for RA Capital to exercise its broad discretion in a manner that results in the highest Management Fee possible. In addition, this method of calculation also creates an incentive for RA Capital or its affiliates to seek to draw down and deploy more capital (or more capital quickly) or to borrow more than it would otherwise, and to hold on to investments that have poor prospects for improvement in order to receive a potentially larger Carried Interest distribution and to receive ongoing Management Fees. RA Capital will not be obligated to (and does not expect to) resolve such conflict in favor of the limited partners, but rather will resolve it based on the overall facts and circumstances relating to a particular event, asset and/or portfolio investment that it deems relevant in its discretion. For the avoidance of doubt, RA Capital’s determinations with respect to determining the Management Fee basis when based on funded commitments are not subject to Investor (or advisory board) consent.

Warehoused Investments Prior to the initial closing of certain Funds, RA Capital (or an affiliate thereof) or a third-party may warehouse certain investments selected by RA Capital as appropriate investments for such Funds given such Funds’ investment objectives. Any such warehoused investment is expected to be sold to any Fund or Account at a time determined by RA Capital (generally expected to be within a reasonable period following such Funds’ initial closing or at such time as such Fund or Account has sufficient capital commitments to acquire such

warehoused investment). Any such determination may affect the consideration to be paid to such person for such warehoused investment and/or the amount of interest (or equivalent holding payment) that will accrue to and be paid by the given Fund or Account to such person upon the transfer of such warehoused investment. The value of any warehoused investment may decline prior to its transfer to the given Fund or Account, and there can be no assurance that any such warehoused investment’s value will not be less than its cost to such Fund or Account at the time of the transfer. Certain conflicts of interest are inherent in the foregoing transactions between any such Fund or Account and RA Capital (or an affiliate thereof), including in respect of the terms of the agreement between such Fund or Account and the seller(s) regarding the sale of the warehoused investment (including as to representations, warranties, indemnities and remedies therein). In addition, to the extent a warehoused investment is acquired from RA Capital (or any affiliate thereof), RA Capital will provide each Investor advance disclosure regarding the material terms of such acquisition and, pursuant to each Investor’s subscription agreement, each Investor will provide its consent to the transfer of the warehoused investment to the Fund, including for purposes of the relevant Fund or Account’s governing agreements and applicable law and/or regulation (including, without limitation, for purposes of Section 206(3) of the Advisers Act). Furthermore, each Investor shall be deemed to have (i) acknowledged and consented to any such transactions and/or arrangements relating thereto and (ii) waived any claim with respect to any liability arising from the existing of any conflict of interests relating thereto.

Line of Credit Utilization Use of leverage arrangements may provide RA Capital with an incentive to fund portfolio investments or otherwise utilize borrowings in lieu of capital contributions. RA Capital may make distributions prior to the repayment of outstanding borrowings. In addition, in the event an Advisory Client incurs such indebtedness, the preferred return accruing in respect of Investors will be less than otherwise would have been the case in the absence of such indebtedness. Further, it is expected that interest will accrue on any such outstanding borrowings at a lower rate than any IRR, which will begin accruing when capital contributions to fund such investments, or capital contributions to repay borrowings used to fund such investments, are actually made to the Advisory Client. As a result, affiliates of RA Capital may be entitled (a) to receive Carried Interest distributions earlier than they otherwise would have and (b) in certain circumstances, to receive more Carried Interest distributions than they otherwise would have, in each case, had the relevant Advisory Client not incurred such indebtedness and, instead, had required the Investors to make additional capital contributions. Certain Investors may benefit from borrowing by an Advisory Client even though such Investors are not providing the same level of credit support for such borrowing as other Investors. This may occur, for instance, where an Investor is prohibited from pledging its Commitments to support a credit facility or where regulatory or tax considerations prohibit such a pledge or make it undesirable. In addition, lenders typically apply different “advance rates” to the Commitments of different types of Investors, with the result that the Commitments of certain Investors are more useful to Advisory Clients as collateral for the Advisory Clients’ subscription-based credit facility than the Commitments of other Investors.

Value Add Investors RA Capital or its affiliates may enter into agreements with one or more Investors, whom RA Capital believes can contribute certain benefits beyond capital contributions to RA Capital and its Advisory Clients, involving such Investor’s broader relationship with RA Capital, which

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

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

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

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

The Nexus Fund Investors receive the following: •

quarterly performance summaries (unaudited);

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

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quarterly performance letters (unaudited);

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annual financial statements (audited); and

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

The Planetary Health Fund Investors receive the following: •

quarterly performance summaries (unaudited);

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

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quarterly performance letters (unaudited);

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annual financial statements (audited); and

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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

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

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

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

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