Avidity Partners Management LP

Item 5: Fees and Compensation

DESCRIPTION OF COMPENSATION AND BASIC FEE SCHEDULE
In consideration of our advisory services, We generally receive management fees and performance-based
compensation allocations with respect to the Funds, which are deducted by instructing such fund’s administrator
and/or custodian. While our fees are described in detail in the Funds’ offering and governing documents, a brief
summary of our advisory fees is set forth below.
The Master Fund pays to the Adviser a management fee, calculated at an annual rate of (i) 1.75% of each limited
partner’s capital account attributable to Founders’ Interests and (ii) 2.0% of each limited partner’s capital account
attributable to Series A Interests. Fund II pays the Adviser a management fee calculated at an annual rate of 1.0% of
each limited partner’s capital account. The management fee is paid quarterly in advance based on the value of each
limited partner’s capital account, including Special Investments (described below) valued at fair value as determined
by the Adviser, as of the first day of each calendar quarter or on the date of a contribution that is made other than at
the beginning of a quarter. In general, the portion of the management fee attributable to a particular Special Investment
will be charged to the special capital accounts of only those limited partners participating in the Special Investment.
The management fee will be deducted in calculating net profit or net loss of the Funds for purposes of computing the
Incentive Allocation described below. To the extent the management fee is paid by the Master Fund, no management
fee will be paid by the Onshore Fund and Offshore Fund. The management fee is adjusted for contributions and
withdrawals made during the quarter. The Adviser, in its sole discretion, may and has waived or modified the
management fee for limited partners that are members, principals, employees or affiliates of the Adviser or the General
Partner, relatives of such persons, and for certain large or strategic investors.

For the Avidity Master Fund and Fund II, at the end of each fiscal year, Avidity will reallocate from the capital account
of each limited partner to the General Partner an amount equal to 20% of each limited partner’s share of net profits
(including net unrealized gains on investments) as of that fiscal year (the “Incentive Allocation”). The Incentive
Allocation is subject to a loss carryforward provision and is calculated separately with respect to each capital
contribution. Generally, the General Partner will not charge an Incentive Allocation on Special Investments until the
end of the year that the relevant Special Investment is sold (or deemed sold). At the time a Special Investment is sold
(or deemed sold), each relevant special capital account will be liquidated and the balance in it credited to the
participating limited partners’ basic capital accounts. However, if a Special Investment is sold (or deemed sold) after
a participating limited partner has fully withdrawn its basic capital account, the Incentive Allocation will be charged
at the time the relevant Special Investment is sold (or deemed sold). The management fee and Incentive Allocation
for Fund II has been separately negotiated. The General Partner, in its sole discretion, may and has waived or modified
the Incentive Allocation for limited partners that are members, principals, employees or affiliates of the General
Partner or the Adviser, relatives of such persons, and for certain large or strategic investors.

For the Private Fund I, the management fee for each calendar quarter that begins during the fund’s investment periods
will be equal to: (i) 1.50% per annum of the fund’s aggregate capital commitments for Founders’ Interests, (ii) 1.75%
per annum of the fund’s aggregate capital commitments for Series A Interests and (iii) 2.0% per annum of the fund’s
aggregate capital commitments for Series B Interests. The management fee for each calendar quarter that begins after
the investment period ends will be equal to: (i) 1.25% per annum of the fund’s invested capital attributable to
Founders’ Interests, (ii) 1.25% per annum of the fund’s invested capital attributable to Series A Interests and (iii)
1.50% per annum of the fund’s invested capital attributable to Series B Interests. In the event that the General Partner
or its affiliates receive any directors’ fees from portfolio companies, transactions fees, closing fees, monitoring fees,
amendment fees, break-up fees or any other similar advisory fees in connection with any services provided by the
General Partner or its affiliates to a portfolio company, net of any related expenses and taxes incurred (collectively,
“Transaction Fees”), then an amount equal to 100% of all Transaction Fees will offset and reduce the amount of the
management fees otherwise payable to the Adviser with respect to the quarterly period immediately following the
receipt of such fees. If the offset portion of the Transaction Fees received by the General Partner or affiliates during
any relevant quarterly period exceeds the management fee otherwise payable with respect to that quarterly period,
then the excess will be carried forward to offset and reduce the management fees otherwise payable in succeeding
quarterly periods. For the avoidance of doubt, if the Private Master Fund and one or more other clients of the General
Partner or Adviser have made an investment in a transaction producing Transaction Fees (or were pursuing the
investment in the case of unconsummated transactions), then only the portion of the fee that is allocable to the fund

determined on a pro rata basis based on relative investment in the portfolio company paying the relevant Transaction
Fee will be included in the management fee offset described above. In addition, to the extent that any Transaction Fees
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Item 7: Types of Clients

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