RP Management LLC

Item 5. Fees and Compensation

      A.    Our firm, or an affiliate of our firm, typically receives compensation directly or
            indirectly from our Clients in the form of an operating and personnel expense fee.

            Operating and Personnel Expense Fee

            The terms of our operating and personnel expense fees are disclosed in the
            governing agreements of our Clients. Such governing documents are referred to
            herein as “Governing Documents”. Some of the operating and personnel expense
            fees are paid quarterly in advance and are either a flat fee or determined on a cost-
            plus basis based on a Client’s costs recognized as expenses under United States
            generally accepted accounting principles, whether paid or unpaid, and whether
            operating or non-operating in nature.

            Performance Compensation

            The firm and a subsidiary of Royalty Pharma plc (“RP plc”, a publicly traded
            company for which our CEO also serves as CEO) receive performance
            compensation from our Clients. The terms of our performance compensation are
            disclosed in the Governing Documents.

            Our fees are not negotiable.

      B.    We generally deduct the management fees and operating and personnel expense
            fees from Clients’ accounts directly or indirectly quarterly in advance. Performance
            based compensation is paid to an affiliate of our firm concurrently with or shortly
            after distributions to the Investors in our Clients, provided that the conditions for
            payment of such performance based compensation have been met as described in
            our Clients’ Governing Documents.

            It is critical that Investors refer to their respective Governing Documents for a
            complete understanding of how we are compensated for our advisory services. The
            information contained herein is a summary only and is qualified in its entirety by
            the relevant Governing Documents.

      C.    Each Client generally bears its own organizational expenses, investment and
            trading expenses, accounting and administrative expenses and other operating
            expenses, to the extent permitted under its Governing Documents, including,
            without limitation, its direct or indirect portion of:

                  administrative and operating expenses;

                  independent valuation expenses;

                  expenses incurred in providing any reporting to Investors or regulatory
                   reporting, printing and mailing costs;

   third party research costs and expenses;

   administrative expenses (including any fee payable to an administrator, if
    appointed), government fees, taxes (if any);

   expenses incurred in connection with any meeting of Investors, including,
    without limitation, travel, meal and lodging expenses and ancillary
    activities related thereto;

   fees and expenses related to regulatory compliance burdens of certain of our
    Clients or any investment;

   any registration or filing fees relating to certain of our Clients;

   out-of-pocket costs and expenses incurred in analyzing, conducting due
    diligence, holding, developing, negotiating, structuring, acquiring and
    disposing of investments and prospective investments;

   expenses incurred in connection with investigating investment
    opportunities, developing business opportunities, developing business
    opportunities and monitoring portfolio investments (including attending
    medical and industry conferences);

   interest on and fees and expenses arising out of borrowings;

   costs of any litigation, directors & officers liability or other insurance and
    indemnification or extraordinary expense or liability relating to the affairs
    of our Clients or the Subsidiaries;

   expenses of liquidating our Clients, the Subsidiaries or RPH and its
    subsidiaries;

   any taxes, fees or other governmental charges levied against our Clients or
    the Subsidiaries and all expenses incurred in connection with any tax audit,
    investigation, settlement or review of our Clients or the Subsidiaries;

   expenses of our investment committee;

   certain contributions to charities, research hospitals and academic
    institutions reasonably related to the life sciences industry and the cost of
    sponsoring life science industry conferences and marketing events; and

           legal and accounting fees and expenses and other expenses incurred by us
            or our affiliates on behalf of our Clients in connection with the preparation
            for, and conduct and closing, of any offering of additional interests.

     Additionally, in connection with certain services provided by Royalty Pharma Sub-
     Manager, LLC (“RPSM”) to the firm, the firm reimburses RPSM for, and pays an
     administrative fee on a cost-plus basis in connection with, its costs recognized as
     expenses under United States generally accepted accounting principles, whether
     paid or unpaid, and whether operating or non-operating in nature, including the
     reasonable wages, salaries, bonuses and other customary employee-related costs,
     liabilities and expenses (such as pension, benefits, health insurance, and
     employment taxes) for any employees of RPSM and its affiliates, overhead costs,
     costs of rental of appropriate office space, costs of necessary office equipment and
     supplies, travel expenses, courier charges, telecommunication expenses, industry
     research service subscriptions, fees and out-of-pocket expenses of counsel, auditors
     and other professionals engaged by RPSM (including in connection with other
     general, administrative or overhead expenses and any sales taxes, value-added taxes
...

Item 7. Types of Clients

       All of our Clients are pooled investment vehicles. Our Clients are not accepting new
       subscriptions from Investors, and the Feeder Funds will not participate in new investments
       the Subsidiaries make. The MIP Clients, through their holdings in RPH, may indirectly
       participate in new investments. Typically, Investors are high net worth individuals, trusts,
       estates, corporate and public pension and profit-sharing plans, endowments, charitable
       organizations, funds of funds, family offices, institutions and other entities.

       This brochure is not an offer to invest in our Clients.

Item 8. Method of Analysis, Investment Strategies and Risk of Loss

      A.     Investment Strategies

             RP Management, on behalf of its Clients and through the Subsidiaries or RPH,
             holds revenue-producing royalty interests in marketed and late-stage development
             biopharmaceutical products. The foregoing description of RP Management’s
             investment strategies should be understood as being made through the Subsidiaries
             or RPH, as applicable. When holding an existing royalty, neither RP Management
             nor its Clients discover, develop, manufacture or market products. Instead, RP
             Management provides liquidity to royalty owners and assumes the future risks and
             rewards of ownership through the royalty interest. In the case of holding
             investments in the late-stages of clinical development, RP Management, on behalf
             of its Clients, may have provided funding in exchange for a synthetic royalty,
             monetized an existing royalty held by an innovator that has out-licensed a product
             candidate, or provided capital to an innovator to co-fund clinical development of a
             product candidate in exchange for a share of future product sales, if approved. RP
             Management also holds other direct and indirect interests in biopharmaceutical
             products, such as the stock of relevant companies and contractual rights expressed
             as a percentage of the sales of a product. RP Management may fund research and
             development in exchange for future royalties if the product or indication being
             funded is approved. RP Management and its predecessor entities have been working
             with innovators from academic institutions, research hospitals and not-for-profits
             through small and mid-cap biotechnology to leading global pharmaceutical
             companies since 1996.