RTW Venture Fund : NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS RATIFICATION OF AN ACTION BY THE DIRECTORS ADOPTION OF NEW ARTICLES

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant, or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.

This Circular does not constitute an offer to sell or issue, or the solicitation of an offer to purchase, subscribe for or otherwise acquire, shares in the capital of the Company in any jurisdiction. The distribution of this Circular in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been or will be taken to permit the possession, issue or distribution of this Circular in any jurisdiction where action for that purpose may be required. Persons into whose possession this Circular comes should inform themselves about and observe all relevant restrictions.

If you have sold or otherwise transferred all of your Ordinary Shares in RTW Venture Fund Limited (the "Company"), please send this Circular as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold only part of your holding of Ordinary Shares, please consult the stockbroker, bank or other person through whom the sale or transfer was effected.

The Company is a registered closed-ended investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended, and the Registered Collective Investment Scheme Rules and Guidance, 2021, issued by the Guernsey Financial Services Commission.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). The Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any "U.S. persons" as defined in Regulation S under the Securities Act ("U.S. Persons"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act.

RTW Venture Fund Limited

(a non-cellular company limited by shares incorporated under the laws of Guernsey

with registered number 66847)

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

RATIFICATION OF AN ACTION BY THE DIRECTORS

ADOPTION OF NEW ARTICLES

The Proposals described in this Circular are conditional on approval from Shareholders, which is being sought at an extraordinary general meeting of the Company (the "Extraordinary General Meeting") to be held at 1st Floor, Royal Chambers, St. Julian's Avenue, St Peter Port, Guernsey, GY1 3JX at 10 a.m. (London time) on 19 December 2022. Notice of the Extraordinary General Meeting is set out at the end of this Circular.

Shareholders are requested to complete the Form of Proxy in accordance with the instructions contained in this Circular, by one of the following means: (i) by accessing the shareholder portal at www.signalshares.com, logging in and selecting the 'Vote Online Now' link (further instructions are contained in this Circular), or (ii) in the case of CREST members, by utilising the CREST system service (details of which are contained in this Circular), in each case as soon as possible and, in any event, not later than 10 a.m. on 15 December 2022. Shareholders will not have received a hard copy Form of Proxy in the post, but may request a hard copy from the Company's registrars, Link Group, by emailing [e-mail] by post at Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom. The lodging of a Form of Proxy will not prevent a Shareholder from attending the Meetings and voting in person if they so wish.

This Circular should be read as a whole. Your attention is drawn to the 'Letter from the Chairman' which is set out on pages 5 to 8 of this Circular and which recommends that you vote in favour of the Resolutions to be proposed at the Meetings. Your attention is drawn to the section entitled "Action to be taken by Shareholders" on page 8 of this Circular. The definitions used in this Circular are set out in Part III (Definitions) on pages 13 and 14.

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CONTENTS
Clause	Page
EXPECTED TIMETABLE....................................................................................................................	4
PART I - LETTER FROM THE CHAIRMAN .....................................................................................	5
PART II - TAXATION ..........................................................................................................................	9
PART III - DEFINITIONS....................................................................................................................	12
NOTICE OF EXTRAORDINARY GENERAL MEETING....................................................................	14
EXPLANATORY NOTES TO NOTICE OF EXTRAORDINARY GENERAL MEETING ....................	15

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EXPECTED TIMETABLE

Circular sent to Shareholders	1	December 2022
Record date for participating in and voting at the Extraordinary	Close of business on
General Meeting	15	December 2022
Latest time and date for receipt of Forms of Proxy for the
Extraordinary General Meeting	10 a.m. on 15 December 2022
Extraordinary General Meeting	10 a.m. on 19	December 2022
Announcement of the results of the Extraordinary General
Meeting	19	December 2022

All references to times in this document refer, unless otherwise stated, to the local time in London. Each of the times and dates in the expected timetable may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a RIS provider.

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PART I - LETTER FROM THE CHAIRMAN

RTW VENTURE FUND LIMITED

(a non-cellular company limited by shares incorporated under the laws of Guernsey

with registered number 66847)

Directors:	Registered Office:
William Simpson (Chairman)	1st Floor
Paul Le Page	Royal Chambers
William Scott	St Julian's Avenue
Stephanie Sirota	St Peter Port
	Guernsey
	GY1 3JX

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

RATIFICATION OF AN ACTION BY THE DIRECTORS

ADOPTION OF NEW ARTICLES

1 December 2022

Dear Shareholder,

1. INTRODUCTION AND BACKGROUND

Further to the Company's announcement on 28 November 2022, the board of Directors (the "Board") has changed the Company's status for U.S. federal tax purposes from a "publicly traded partnership" or "PTP" to a corporation with effect from 1 December 2022. The Company believes that the change in status will cause it to be treated as a "passive foreign investment company" or a "PFIC" for U.S. federal tax purposes.

This change has been necessitated by recent changes to U.S. tax legislation due to come into effect from 1 January 2023. Under this new legislation, custodians holding shares in companies treated as publicly traded partnerships could incur new withholding tax obligations. A number of custodians effecting transactions in the Company's Ordinary Shares informed the Company that, as a result of this new U.S. withholding tax obligation, they would no longer hold or deal with the Ordinary Shares if the Company continued to be treated as a publicly traded partnership for U.S. federal income tax purposes after 1 December 2022. The Board believes that this would have a hugely detrimental impact on the trading and the functioning of the market for the Ordinary Shares, and this in turn would have a material adverse impact on the share price of the Ordinary Shares and the Company's Shareholders generally. Consequently, the Board decided to file documentation with the U.S. Internal Revenue Service to change the Company's status to a corporation (the "Tax Election").

Relating to the making of the Tax Election, the Company has also carried out a reorganisation (the "Reorganisation") of the arrangements pursuant to which an affiliate of the Investment Manager is allocated its share of the investment performance generated by the Company. Pursuant to that Reorganisation, the Company has established a new wholly owned subsidiary, RTW Venture Fund Operating Limited (the "Subsidiary"), to which it has transferred its right to the profits and losses attributable to the Company's portfolio of assets. The Performance Allocation Shares of the Company have been redeemed and 'performance allocation shares' with the same rights as those redeemed shares have been issued to an affiliate of the Investment Manager by the Subsidiary. This Reorganisation will have no economic impact on Shareholders and was effected solely for the purpose of ensuring that the share of the investment performance generated by the Company which is allocable to an affiliate of the Investment Manager receives the same treatment for U.S. federal tax purposes as would have been the case if no Tax Election by the Company had been compelled by the change in U.S. tax law. The Reorganisation will have no impact on the calculation or

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