Boxer Capital Management, LLC

___________________________________________________________________________ Firm Description Boxer Capital Management, LLC (hereinafter “BCM,” “we,” “us” or “our”), a Delaware limited liability company that commenced operations in 2024, is an investment advisory firm based in San Diego, California. Aaron Davis serves as the Chief Executive Officer, Chief Investment Officer and controlling owner of BCM. BCM is wholly owned by Boxer Holdings, LP. The principal owner of BCM is Aaron Davis (through Mr. Davis’s majority ownership of Boxer Holdings, LP, as well as his ownership of Boxer Holdings, GP, manager of Boxer Holdings, LP). BCM provides investment advisory services to private funds (which may, in the future, include private funds sponsored by BCM (together with the SPVs, as defined below, the “Funds”)) and may provide investment advisory services to one or more separately managed accounts (the “Accounts”). In the future, we may, but are not obligated to, offer one or more investors in such Funds or other clients (or any other persons) the right to participate in investments in which the Funds participate if (a) we believe that such participation would benefit the Funds or a portfolio company or (b) we determine that the Funds have been allocated the full amount of such investment in a portfolio company in light of their risk-return profiles, available capital and other considerations we determine to be relevant. Any such investments that may be established in the future may be implemented and managed through a special purpose vehicle (“SPV”). The Funds and the Accounts are collectively referred to herein as the “Advisory Clients.” Our investment advisory services will focus on public and private securities and related assets of healthcare, life sciences and biotechnology companies. These securities include, but are not limited to, equity securities, corporate debt securities (including convertible bonds), warrants, options, derivatives, exchange-traded funds, and money market funds. The Funds, as applicable, will be managed pursuant to the terms, investment strategies and objectives specified in the confidential private placement memorandum, investment management agreements, LLC operating agreements, limited partnership agreements and/or, where noted, other related offering documents, relating to the respective fund, as they are amended from time to time (collectively, the “Governing Documents”). We may tailor our advice to the objectives and investment mandates of each Advisory Client, but we do not tailor our services to the investment, tax or any other particular objectives of any underlying investors in the Funds (“Fund Investors”). We will generally invest in public and private portfolio companies representing the entire lifecycle of drug development – from early-stage pre-clinical discovery assets to late-stage clinical and commercial stage companies – but we will be authorized to enter any type of investment transaction we deem appropriate under the terms of the applicable Fund’s Governing Documents. Fund investors cannot place any restrictions or conditions on the investment strategy or trading activities of the Funds. We do not participate in any wrap fee programs. As of December 31, 2025, BCM had approximately $578,200,000 in regulatory assets under management, all of which were managed on a discretionary basis.

_______________________________________________________________________________ Generally, BCM is compensated by the receipt of fees based on the value of the Advisory Client’s assets under management (“Management Fees”) and/or the payment of certain performance-based compensation (“Incentive Allocation”). In limited circumstances, BCM receives an agreed upon fixed fee from certain Advisory Client(s). Fund Fees and Compensation As compensation for its advisory services to the Funds, in certain cases BCM receives an asset-based Management Fee, typically equal to a percentage of up to 2% per annum of the net asset value of the Funds’ assets, paid quarterly in advance based on the value of the net assets of the Funds on the last business day of the prior quarter. Typically, BCM would return a pro-rata portion of any fees received in advance if the advisory contract is terminated prior to the end of the billing period. As a general matter, and in accordance with Funds’ Governing Documents, BCM, or its affiliates, may receive performance-based compensation in the form of an Incentive Allocation equal to a percentage of up to 20% of the appreciation in the net asset value of an investor’s capital account in the Fund (as applicable). Management fees and performance fees are deducted from each Fund’s assets and are not billed separately. In certain cases, some Funds may be charged an agreed-upon flat fee, not to exceed an established maximum. BCM, or its affiliates, in its sole discretion, may waive or modify the Incentive Allocation or Management Fees for any Fund investor or any Advisory Client, subject to any applicable regulations and the Funds’ Governing Documents, including investors who are employees and/or affiliates of BCM. Additional information regarding fees and compensation is described in the Funds’ Governing Documents (as applicable). Prospective investors in the Funds should review the Governing Documents in detail before making an investment. Account Fees and Compensation The fee schedule applicable to an Account will be contained in the applicable Investment Management Agreement with BCM. Such compensation is subject to negotiation between BCM and each Account. Such compensation may be deducted from the Account and billed separately as agreed upon between the parties and set forth in their respective investment management agreements. As noted above, BCM may waive or reduce fees, or perform services for no fees, for certain Accounts of employees and/or affiliates of BCM and others in its complete discretion. Expenses Advisory Clients will incur brokerage and other transaction costs, see Section 12 of this brochure which discusses brokerage. Advisory Clients will incur other fees and expenses in connection with BCM’s advisory services. Each Advisory Client will be responsible for certain costs and expenses as detailed in the Governing Documents and/or Investment Management Agreement. Such costs and expenses may include, but are

not limited to, (i) brokerage fees and commissions and other transaction costs and investment-related expenses incurred in connection with a fund’s investment and trading activities, including, without limitation, expenses related to sourcing, identifying, negotiating, structuring, monitoring, acquiring, holding or selling investments, research and related travel expenses, the costs of any independent accountants or other experts or consultants engaged by BCM in connection with specific investments and expenses associated with unconsummated investments (e.g., “broken-deal” expenses); (ii) clearing and settlement charges; (iii) custody charges and borrowing costs (including with respect to public securities sold short and the payment of withdrawal proceeds); (iv) any interest, fees (including commitment fees), and costs of fund-related borrowings (including borrowings related to positions held on margin); (v) expenses and filing fees related to the ongoing offering of Interests; (vi) routine operational costs such as printing and duplication expenses, legal, accounting, director services, bookkeeping, recordkeeping, licensing fees and related support expenses for order and execution management systems, treasury systems and/or risk management systems, shadow accounting expenses, including licensing fees and expenses of managed services, auditing, consulting and other professional expenses, administration (including the costs and expenses of an administrator, including additional fees for ancillary services), clerical and tax preparation expenses; (vii) information technology expenses associated with all aspects of a fund’s operations and research platforms used on a fund’s behalf (including, without limitation, the costs associated with establishing and maintaining investor reporting systems, and information technology and data security programs and other systems designed to manage and control cyber security risk); (viii) its pro rata portion of any E&O, D&O, or any other form of insurance related to a fund and its management and operations; (ix) exchange, board of trade or other trading or execution facility membership or participation expenses; (x) market data, price quote data and other data, including, but not limited to, research data and alternate data, newswire and data processing expenses, cloud computing and cloud data storage fees and expenses, and connectivity charges; (xi) fees and costs payable in connection with preparing and mailing reports to limited partners of a fund; (xii) compliance related expenses and fees and expenses associated with preparing and submitting regulatory filings required in respect of a fund (e.g., expenses relating to the preparation and filing of SEC Form PF); (xiii) all other ordinary and out-of-pocket expenses of a fund and/or a related master fund; (xiv) all taxes (if any) imposed on a fund and/or a related master fund (or that a fund and/or a related master fund is required to withhold or pay with respect to any of its partners), and fees payable to governments or agencies; (xv) expenses of any administrative proceedings undertaken by the general partner in its capacity as a fund’s “partnership representative”; (xvi) expenses incurred in connection with the dissolution, liquidation, and termination of a fund; (xvii) Cayman Islands annual registration fees in respect of a fund or a related master fund; (xviii) ERISA bonding expenses, if applicable; (xix) extraordinary expenses (e.g., litigation costs (including expenses incurred in connection with any settlement related to a portfolio investment), indemnification obligations (including indemnification of any person indemnified under a partnership agreement or any other agreements that a fund and/or a related master fund is a party to); and (xx) expenses of registering a fund and/or a related aster fund with any governmental agency under the requirements of any applicable law, and costs incurred in connection with a reorganization or restructuring of the Fund), if any. In addition, to the extent an Advisory Client is invested in an open-end mutual fund, closed-end mutual fund, an ETF or another privately placed fund that charges an advisory fee, Advisory Clients may directly or indirectly bear all or a portion of such fees, in addition to those charged by BCM. BCM will generally be responsible for its own operating, general and administrative, and overhead costs and expenses, other than the expenses described above. The allocation of expenses by BCM between it and an Advisory Client or among the Advisory Clients represents a potential conflict of interest for BCM. BCM has designed an expense allocation policy that is intended to address this potential conflict. BCM will allocate expenses to each Advisory Client in accordance with the Advisory Clients’ Governing Documents. BCM will seek to allocate any shared

expenses for products and services benefiting multiple Advisory Clients or both BCM and an Advisory Client in a fair and reasonable manner. With respect to diligence and research expenses, BCM may deem certain diligence and research to benefit Advisory Clients without regard to whether such diligence and research related to or resulted in a specific portfolio investment decision because the intended benefits of such diligence and research are increased value in the portfolio investments and increased knowledge and expertise of BCM and its investment personnel. As a result, Advisory Clients may bear diligence and research expenses that are not directly related to a particular investment in its portfolio. Neither BCM nor its employees accept compensation, including sales charges or service fees, for the sale of securities or other investment products.

_______________________________________________________________________________ BCM generally seeks to maintain a concentrated portfolio of long and short investments in publicly traded companies and, when BCM believes the potential returns outweigh the lack of liquidity and other risks, private companies, in each case within the biotechnology and life sciences sector. In addition to equity purchased on the open market, BCM may invest in a broad range of securities, including but not limited to preferred stock, warrants, options, swaps or other derivatives, as well as debt or royalty transactions. If BCM believes the risk-reward is favorable for a particular unmet need, BCM may invest in assets or start-up/early-stage ventures rather than in an existing issuer. BCM investments may be in any geography but are typically located in North America and Europe. The BCM team uses a disciplined approach to evaluate investment ideas through the analysis of publicly available materials (e.g., filings, press releases, academic literature, conference presentations) and/or materials provided by the issuer, as well as interviews with BCM’s network of relevant key opinion leaders, industry/medical/academic experts, company management teams and sell-side analysts. The BCM team utilizes its experience in working with portfolio companies to optimize their capital structures, pipeline developments, business strategies and communications. This expertise and network are expected to provide a comprehensive approach to diligence and portfolio management. When looking at investment opportunities, BCM typically prioritizes those that have one or more of the following characteristics:

A Differentiated Approach – a unique mechanism, a novel approach to known mechanisms, or another scientific or technological differentiation that BCM believes provides a competitive advantage versus current standard of care; Clear Rationale – a promising and testable hypothesis where the potential for success or failure can be assessed as early as possible; Improving Patient Care – a pipeline with leading drug candidates that holds promise to meaningfully impact the lives of a large patient population; The Right Management – a team of key stakeholders with the experience and skillset necessary to successfully develop and commercialize promising drug candidates to a large market; and/or Significant Upside – attractive valuation due to being overlooked, misunderstood or undercapitalized, leaving ample upside for investors.

At times, investments may be traded on the basis of short-term market considerations. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. The investment strategies summarized above represent BCM’s current intentions and should not be understood to limit our investment activities in any way. BCM may use any trading or investment strategy, whether or not contemplated by the expected investment strategies described above, that we consider appropriate or in the best interests of Advisory Clients, subject to applicable investment objectives and guidelines. There can be no guarantee that any strategies applied will be successful.

Investment Risks Despite BCM’s comprehensive investment approach, the implementation of BCM’s investment strategies, and, relatedly, the investments made by BCM (as described below), are deemed to be highly speculative and are not intended as a diversified or complete investment program. Advisory Clients, as well as Fund investors, should be sophisticated persons who are able to understand and bear the risk of loss of their investment and who meet the conditions set forth in the relevant Governing Documents and/or Investment Management Agreement. There can be no assurance that BCM’s, a Fund’s or any Advisory Client’s investment objectives will be achieved. Below are some of the risks that Advisory Clients (as well as prospective Fund investors) should consider before investing. A more comprehensive list of risks associated with an investment in the Funds or Account will be set forth in the applicable Governing Documents. General Investment Risks. All investments in financial instruments entail the risk of loss. While BCM’s investment activity is expected to focus on equity securities, BCM may direct investment in a wide variety of financial instruments, including preferred stock, warrants, options, or other derivatives, as well as debt or royalty transactions. Such investments are subject to investment-specific price fluctuations as well as to macro-economic, market and industry-specific conditions, including, but not limited to, national and international economic conditions, local epidemics and global pandemics, national and international political circumstances (including wars, terrorist acts or security operations), domestic and international financial policies and performance, conditions affecting particular investments such as the financial viability, sales and product lines of corporate issuers, national and international politics and governmental events, and changes in income tax laws. Moreover, an Advisory Client may have only limited ability to vary its investment portfolio in response to changing economic, financial and investment conditions. No guarantee or representation is made that BCM’s investment program will be successful, and investment results may vary substantially over time. Investing is Speculative and Volatile. Financial instrument prices may be highly volatile. Price movements of financial instruments in which an Advisory Client’s assets are invested are influenced by, among other things, changing supply and demand relationships, weather, agricultural, trade, fiscal, monetary, and exchange control programs and policies of governments, political and economic events and policies, changes in national and international interest rates and rates of inflation, currency devaluations and revaluations, and sentiments of the marketplace. No assurance can be given that an Advisory Client’s investments will be profitable or will not incur substantial losses. Biotechnology and Life Sciences Investment Risks BCM invests in the biotechnology and life sciences industries, which may include, without limitation, investments in issuers such as pharmaceutical companies, biotechnology companies, generic drug manufacturers, healthcare information technology companies and medical device companies. These issuers often face regulatory barriers to licensing, product approvals, and ongoing compliance which are in some cases very high and very costly. Due in many cases to the actual and/or perceived possibility of high potential profits in many segments of biotechnology, competition and litigation risks are heightened. Investing in the biotechnology and life sciences industries may also present additional risks that are not typical in other industries, including, but not limited to:

Government Regulation and Intervention. Governments around the world closely monitor and regulate most facets of the healthcare industry and adjust policies and procedures regularly, causing healthcare companies to have to constantly adapt procedures, submit data, and subject themselves to various inspections and audits. Food and Drug Administration (“FDA”) and Global Oversight Entities. Certain pipeline products of pharmaceutical, biotechnology and medical device companies are subject to long and costly development testing that is regulated by government entities (such as the FDA, in the United States). Ultimately the products must be approved before they can be sold, after sometimes intense scrutiny by government regulators. If a product is not approved, extreme volatility in shares of the underlying company can occur and sales and/or profits may be delayed indefinitely. In addition, even once approved, a product’s safety and efficacy, as well as its manufacturing process, continue to be monitored and assessed by regulatory agencies. Failure to comply with regulations can result in large fines, in a product being removed from the market, or in the product being banned from sale indefinitely until the company can satisfy the regulatory agency. Medicare and Medicaid, Affordable Care Act Reimbursement, and the Inflation Reduction Act. Most healthcare companies rely in some way on government reimbursement. These programs are perpetually evolving and funding cuts or shifting of resources within these programs cause inherent risks for the companies which depend on them for all or part of the payment for their products or services. In addition, the Inflation Reduction Act mandates changes that will affect drug pricing relating to Medicare and Medicaid for certain drugs. These mandates could change or broaden and potentially have a negative impact on the biotech, life science, healthcare and pharmaceuticals industries in which BCM and its Advisory Clients invest. Taxation of Offshore Profits. While domicile of intellectual property or manufacturing capabilities outside of the United States in some cases affords biotechnology and life sciences companies corporate tax breaks and shelters under current tax laws, political, fiscal or legislative pressures may cause existing rules to change meaningfully, potentially affecting the profitability of some of these issuers. High Risk and High-Cost Research and Development Strategies. Most biotechnology and life sciences companies embark on very costly development plans that involve scientific experiments on animals and humans to test the safety and efficacy of their products, prior to the product’s broad availability. There are multiple opportunities for cost overruns and timeline setbacks that are inherent in this process. Pipeline Failures. In the event of a pipeline failure or delay due to a safety, manufacturing or efficacy issue with a product, significant costs can be incurred, and sales can be delayed for a prolonged period while a healthcare company attempts to correct the issue or issues and negotiates with regulatory authorities to seek a path forward. Single Product Risk. Many early-stage biotechnology and life sciences companies depend on the success of one product. In the event that the product is not approved, is removed from the market, or has its approved label changed to include safety issues or a smaller addressable endmarket, these companies can swing from profitable to not profitable, or be forced to raise additional funds in the equity or debt markets at depressed prices or unfavorable terms. Product Obsolescence and Patent Risk. Science, healthcare, and the ability to deliver related services lead to a rapidly evolving marketplace. Due to the perceived high profits in these areas, competition is very high and patent life is subject to defined timeframe and invalidation risk. In many cases, multiple options are marketed by multiple companies to address medical needs and ‘newer, better’ options are constantly being approved for sale and distribution. If a company’s product offering is unable to remain relevant, or a company is unable to garner steady pricing due to a discounting for share model, profits can decline versus prior levels. If a patent is

challenged and invalidated in the courts, sales and profits may be eroded by generic competition at lower prices. Single Security Volatility. Due to inefficiencies of information flow and the velocity of change in regulatory laws and innovation, biotechnology and life sciences company securities are in many cases more volatile than those of issuers in some other market sectors. Product Liability. Biotechnology and life sciences companies are exposed to a high level of product liability risk during the testing and sales of many products. Claims against these companies can result in delay or stoppage of clinical trials, reduction of demand and revenues from products, high litigation costs, substantial fines or monetary outlays to third parties, and costly specialized consulting engagements designed to seek to rectify these sorts of problems. Specialized Workforce. Biotechnology and life sciences companies employ highly educated and trained specialists in many fields ranging from medicine to advanced research and development to manufacturing, and in many cases these specialties are unique to the industry. Due to the barriers to obtaining these skills, relevant experience, and academic degree levels, the pool of applicants is finite and most development successes depend on a company’s ability to attract, hire, and retain these highly specialized personnel. In the event that a company’s management is unsuccessful in hiring personnel who are qualified to perform in these areas, and retain them on acceptable terms, development delays and quality issues could harm the company and its ability to execute on its business model.

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_______________________________________________________________________________ As described in Item 4, BCM provides investment advisory services to Funds, Accounts and others it may accept as clients from time to time in its discretion. Investment in Funds sponsored by BCM will generally be limited to investors that meet the eligibility qualifications of both (i) “accredited investors” within the meaning of Regulation D of the Securities Act of 1933, as amended (“Accredited Investors”) and (ii) “qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended. Such investors typically will be institutional investors, financial institutions, other investment funds, and high-net-worth individuals, each of whom make representations concerning their financial sophistication and ability to bear the risk of loss respecting their investment in a Fund. Accounts are typically only open to institutional investors, and BCM determines the minimum investment amounts on a case-by-case basis. Typically, such Accounts involve significant minimum investments. The minimum initial investment amount in a Fund is disclosed in the respective Fund’s Governing Documents, which will be provided to Fund investors and prospective investors and is subject to waiver or modification at the discretion of BCM or its affiliates, subject to any applicable regulations.

_______________________________________________________________________________ As described in Item 5 above, as a general matter, BCM (or an affiliate of BCM) receives performancebased compensation in the form of Incentive Allocation and fees based on the value of the Advisory Client’s assets in the form of Management Fees. The Incentive Allocation and Management Fees may vary between the Advisory Clients and may vary for certain investors in the Funds, subject to any applicable regulations. Compensation via Incentive Allocation may create an incentive for BCM to favor Advisory Clients or make investments that are riskier or more speculative for those Advisory Clients than would be the case in the absence of such Incentive Allocation. In addition, the existence of varying Incentive Allocation and/or Management Fee arrangements among Advisory Clients may create an incentive for BCM to direct more profitable investment ideas to those Advisory Clients that pay or will pay the higher Incentive Allocation or Management Fees. Furthermore, certain BCM employees may invest in a Fund or have personal economic exposure to a Fund, but not to other Funds or Accounts. This could incentivize those employees to make decisions, including investment allocation, in a way that favors the Fund in which they have invested. To manage such potential conflicts, BCM maintains policies and procedures to promote fair and equitable allocation of investment opportunities among Advisory Client accounts, as described in Item 12. BCM reviews Advisory Client portfolios regularly to monitor compliance with these policies and procedures. BCM periodically reviews, and reserves the right to change, these policies and procedures if BCM believes a different approach would be in the best interests of an Advisory Client or Advisory Clients as a whole.

_______________________________________________________________________________ An affiliate of BCM serves as general partner of several of the Funds. Neither BCM nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither BCM nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Certain employees of BCM serve on the board of directors, or in a similar capacity, of portfolio companies held by Advisory Clients. BCM has procedures in place to monitor this involvement and identify and mitigate conflicts of interest, which may include, in circumstances deemed appropriate by BCM, imposing information barriers/ethical walls to limit the flow of sensitive information or recusing certain personnel from decisions that may involve a conflict of interest. in limited circumstances, certain employees of BCM may invest in other private funds and provide strategic advice to such funds which are not competitive with funds that BCM advises. BCM requires employees to obtain pre-approval for such activity through its outside business activities policies and procedures to ensure that any associated conflicts are mitigated. This may include, for example, approving only such activities where the other private fund does not invest in similar investments as the funds that BCM advises. BCM does not recommend or select other investment advisers for its Advisory Clients and does not receive compensation directly or indirectly from other advisers.

_______________________________________________________________________________ Code of Ethics Pursuant to Rule 204A-1 of the Advisers Act and Personal Trading

Code and Personal Trading BCM has adopted a Code of Ethics (“Code of Ethics”) that is designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Code of Ethics applies to all partners, officers, directors, or other person occupying a similar status, and employees and establishes various procedures with respect to investment transactions in accounts in which employees or certain related persons have a beneficial interest or accounts over which an employee or certain related persons have investment discretion. The foundation of the Code of Ethics is based on the underlying principles that:

Employees must at all times place the interests of BCM’s Advisory Clients first; Employees must make sure that all personal securities transactions are conducted consistent with the Code of Ethics; Employees should not take inappropriate advantage of their positions at BCM; and Employees must comply with all applicable securities laws.

The Code of Ethics is designed to avoid actual and potential conflicts of interest and ensure that the personal securities transactions, activities, and interests of the Access Person and certain related parties will not interfere with (i) making decisions in the best interest of Advisory Clients; and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. In addition, BCM’s Compliance Manual establishes policies and procedures applicable to the firm and its employees, including policies and procedures relating to restrictions and reporting on certain business gifts and entertainment, restrictions on political contributions, the firm’s whistleblower policy, the prevention of insider trading, the resolution of conflicts of interest with Advisory Clients, and preapproval of outside business activities. BCM will provide a copy of its Code of Ethics to any Fund investor, prospective investor or Advisory Client upon request. Employees are required to certify their receipt and adherence to the Compliance Manual and its constituent Code of Ethics upon commencement of employment and on at least an annual basis thereafter. Under the Code of Ethics, employees of BCM are generally prohibited from trading in securities in the healthcare industry as defined in and/or determined pursuant to the Code of Ethics, except as approved by the Chief Compliance Officer (“CCO”) after due consideration of BCM’s fiduciary duties to its Advisory Clients. The healthcare industry generally represents the range of securities within the focus of BCM for client investment and, for purposes of the trading prohibition, includes any ETFs with an investment strategy focused on biotechnology. Any security in the healthcare industry that an employee holds at the time of joining BCM or becoming subject to BCM’s Code of Ethics must be disclosed, and consent must be obtained by the CCO prior to selling all or a portion of the position. Furthermore, under the Code, BCM employees must, subject to certain limited exceptions, provide reporting regarding their accounts and transactions including: • Initial and annual holdings reports; and

Quarterly transaction reports.

Employees must also obtain pre-approval before receiving an allocation of an initial public offering (“IPO”) or acquiring beneficial ownership in securities in a private placement or investment opportunity of limited availability. BCM utilizes MyComplianceOffice Inc. (“MCO”) in its electronic pre-clearance, employee personal trade monitoring/surveillance functions and collection of employee compliance certifications and attestations. Personnel are instructed on the proper methods and terms of use of the MCO system with respect to their obligations under the Code of Ethics upon initial hire and periodically as circumstances warrant. Outside Business Activities An employee’s outside business activity could create a conflict of interest with an Advisory Client or BCM. Consequently, employees must obtain pre-approval from the CCO before engaging in outside business activities. Restrictions on Gifts and Entertainment From time to time, employees receive gifts and/or entertainment from clients, intermediaries, or service providers to BCM or investors in a Fund, which could have the appearance of affecting or does actually affect the judgment of the employees, or the manner in which they conduct business. Consequently, BCM has a policy governing gifts and entertainment that includes approval or reporting processes for gifts and entertainment provided to or given by BCM employees over certain dollar thresholds. Insider Trading Policies and Procedures BCM maintains insider trading policies and procedures (the “Insider Trading Policies”) which are designed to prevent the misuse of material non-public information by BCM and its supervised persons. In accordance with these policies, BCM maintains a “restricted list”. Public companies about which BCM has or is expected to have material, non-public information, are placed on the restricted list. While an issuer is on the restricted list, BCM and each person subject to the insider trading policy are prohibited from purchasing, selling or recommending the purchase or sale of that issuer’s securities in personal accounts and client accounts. On a periodic basis, BCM employees will be required to certify to their compliance with the firm’s Compliance Manual and Code of Ethics, including the Insider Trading Policies. Participation or Interest in Client Transactions Potential Conflicts of Interest From time to time, consistent with the Advisory Clients’ governing documents and applicable law, BCM may recommend that one or more Advisory Clients acquire or sell an investment with respect to which BCM or a BCM employee has a pre-existing direct or indirect interest or a close personal relationship, which in either case could create the appearance of a potential conflict of interest. A potential conflict of interest could arise in that BCM or the interested related person could benefit from such a purchase or sale of the applicable investment by such Advisory Client(s). However, the Code of Ethics is designed

to identify and manage conflicts of interest to the extent they arise in connection with such transactions, and to ensure that BCM fulfills its role as a fiduciary to its Advisory Clients. Specifically, an affiliate of BCM will assist with the strategy and management of one or more privately held research and development entities dedicated to the discovery and development of therapeutics (the “Discovery Entities”). BCM, its employees and affiliates may invest in such Discovery Entities, and thirdparty investors (which may include Advisory Clients or investors in the Funds) may also invest. If one or more programs at a Discovery Entity achieves significant progress, it is expected that a new privately held company will be formed and will attempt to acquire financing from third party biotech investors to enable further advancement of such program(s). Advisory Clients may invest in such companies provided that BCM determines that such company represents an appropriate opportunity for the Advisory Client based upon the terms offered the Advisory Client. An investment in such companies creates a potential conflict of interest and may be deemed a “principal transaction”, as BCM may cause an Advisory Client to invest in an entity owned and/or managed by an affiliate of BCM. There is no assurance that an Advisory Client’s investment in any such company will be successful. BCM or its related persons, in their capacities as general partners in, advisers to, or equity owners of certain Funds or Accounts, have financial interests in such Funds or Accounts. The terms of investment, including economic and liquidity terms, applicable to BCM or such related persons may be more favorable than the terms available to other investors in a Fund or other Accounts and the other investors/Accounts will not be provided with notice of such terms or an opportunity to invest on such terms. In addition, the fact that BCM or its related persons have such financial interests in a Fund or Account could create an incentive to make a different investment decision than if such parties did not have such financial interests. For example, BCM or its related persons could favor funds in which they have an ownership interest or greater performance-based compensation. Also, performance-based compensation could incentivize investment decisions that are riskier or less risky than would be made in the absence of such performance-based compensation. BCM manages this potential conflict through policies and procedures to ensure fair and equitable treatment of all Advisory Clients, as well as regular monitoring of the Advisory Client portfolios to ensure consistency with Advisory Client objectives and disclosures, as more fully set forth in Item 13 below.

_______________________________________________________________________________ BCM is authorized to determine the broker-dealer to be used for each securities transaction for its Funds and may be granted the authority to select broker-dealers for the Accounts it advises (subject to the terms of its Investment Management Agreement). Brokers and dealers are selected by BCM on the basis of best execution, which will be determined by taking into account, among other things: • financial strength of the broker; • the actual executed price of the security and the broker's commission rates; • research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis), custodial and other services provided by such brokers and/or dealers that are expected to enhance the Adviser's general portfolio management capabilities; • the size and type of the transaction; • the difficulty of execution and the ability to handle difficult trades; • the operational facilities of the brokers and/or dealers involved (including back-office efficiency); • the ability to handle a block order for securities; • the ability to commit capital to facilitate principal transactions; • general reputation, disciplinary history, and stability (financial or otherwise); • responsiveness; • access to direct access trading; • efficiency of execution and error resolution; and • willingness to accrue and pay for approved and qualifying soft dollar products. In selecting brokers to execute transactions, BCM need not solicit competitive bids and does not have an obligation to negotiate brokerage commission costs. Thus, Advisory Clients are deemed to be paying for other products and services provided by the broker which are included in the transaction charges. In exchange for the direction of portfolio transaction dollars to certain brokers, credits are generated which are used by BCM to pay for the products and services provided, or paid for, by such brokers. To the extent the clients’ portfolio transactions generate such credits or products and services are provided, BCM or the Advisory Clients’ accounts will be receiving a benefit by reason of the direction of commissions. BCM does not permit Advisory Clients to seek or to limit or restrict BCM’s authority in making the determination of the brokers with whom orders for the purchase or sale of securities are placed for execution, and the commission rates at which such securities transactions are effected. BCM may use “soft dollars” generated by its trading activities to obtain research and brokerage services that provide lawful and appropriate assistance to BCM in carrying out its investment decision-making responsibilities and trade execution. When engaging in soft dollar transactions, BCM will comply with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under this provision, in exercising its discretionary authority to select or arrange for the selection of brokers for execution of transactions for Advisory Clients, and, subject to its duty to obtain best execution, BCM may consider the value of research and brokerage products and services (collectively, “Research”) provided by such brokers. Research refers to advice provided either directly, electronically, or in hard copy as to the value of securities, the advisability of investing in, purchasing or selling securities and the availability of securities or purchasers or sellers of securities, and may include, among other things, research reports

(including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services and other information that assists a Portfolio Manager in making investment decisions or evaluating the performance of accounts. Accordingly, if BCM determines in good faith that the commissions charged by a broker are reasonable in relation to the value of the brokerage and products or services provided by such broker, an Advisory Client may pay commissions to such broker in an amount greater than the amount another broker might charge. If BCM elects to pay for a product or service that is deemed to be “mixed-use,” a conflict of interest arises, since such research product or service partially benefits BCM. BCM will make a reasonable and justifiable allocation of the cost of the product or service according to its use and document the decision process that determines the eligible/non-eligible allocation. BCM will allocate the costs of any “mixed use” products or services, so that only the portion of such products or services that relate to research or execution will be paid for with soft dollars, and the remainder will be paid for by BCM. BCM uses the brokerage and research products and services to benefit clients other than those whose trades generated the soft dollar commissions. In such cases, certain Advisory Clients will obtain a disproportionate benefit in soft dollar paid research and/or services compared to the amount of soft dollars they generate, or vice versa. Soft dollars will not be accrued on principal trades, trades an Advisory Client directs to a particular broker in exchange for services received by the client (“client directed brokerage”), or on error-correcting trades. BCM’s use of client commissions to obtain research and brokerage products and services creates a conflict of interest for BCM. BCM will not have to pay for the research or brokerage products and services itself. This creates an incentive for BCM to select a broker to effect client securities transactions based on BCM’s interests in obtaining the research or brokerage products and services, rather than on the Advisory Client’s interest in paying the lowest available commission rate on the transaction. Furthermore, BCM’s relationships with brokers that provide soft dollar services influence BCM’s judgment and create conflicts of interest in allocating brokerage business between firms that provide soft dollar services and firms that do not. BCM has an incentive to select a broker based on BCM’s interest in receiving soft dollar services rather than Advisory Clients’ interest in receiving the most favorable execution. These conflicts of interest are particularly influential to the extent that BCM uses soft dollars to pay expenses it would otherwise be required to pay itself. BCM has adopted policies and procedures to address these conflicts and BCM’s use of soft dollars to obtain research or brokerage products and services, including a periodic review of the execution performance of the brokers. The review can consider various factors, such as, the average commission rate charged by each broker, the services provided by the broker other than execution, the value of the research provided by each broker, whether the execution and other services provided by the broker were satisfactory, and the broker’s responsiveness. BCM may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to BCM’s Advisory Clients or recommend Advisory Clients, including the Funds, as an investment to their clients. BCM may place Advisory Client portfolio transactions with firms who

have made such recommendations or provided capital introduction opportunities, if BCM determines that it is otherwise consistent with seeking best execution. Doing so presents a potential conflict of interest. In no event, however, will BCM select a broker-dealer as a means of remuneration for recommending BCM or any other product managed by BCM (or an affiliate) or affording BCM with the opportunity to participate in capital introduction programs. BCM anticipates that it may purchase or sell the same security for more than one Advisory Client at or near the same time and using the same executing broker. When BCM has determined that an investment opportunity is appropriate for multiple clients at or near the same time, BCM, in its sole discretion, will determine whether to aggregate the client orders for the purchase or sale of the same securities at or near the same time with the same broker-dealer. Such aggregation may enable BCM to obtain for Advisory Clients a more favorable price or a better commission rate based upon the volume of a particular transaction. In cases where BCM determines to not aggregate orders (for example, where an Advisory Client’s investment management agreement or governing documents do not permit aggregation), those benefits may not be available. When an aggregated order is completely filled, BCM will generally allocate the securities purchased or proceeds of sale pro rata among the participating accounts, based on the respective desired size of the purchase or sale order and the investment interests, objectives and/or guidelines applicable to that Advisory Client. Adjustments or changes may be made from the foregoing under certain circumstances, including but not limited to the following: available investable capital; portfolio and risk management strategies; tax, legal, regulatory (e.g., SEC and Federal Trade Commission rules and regulations) matters; actual and desired asset levels and cash flow considerations; portfolio liquidity; timing and size of capital contributions and redemptions; market conditions; whether certain accounts would receive nominal or de minimis allocation amounts; portfolio concentration; and participation in prior investments in the same issuer, among other factors. If the order at a particular broker is filled at several different prices, through multiple trades, generally all such participating accounts will receive the average price and pay the average commission, subject to odd lots, rounding, and market practice. To the extent an order is price-averaged, an Advisory Client account participating in the trade may pay a higher price than if BCM did not aggregate the order. If an aggregated order is only partially filled, BCM's procedures provide that the securities or proceeds are to be allocated pro rata or in another manner deemed fair to Advisory Clients. In the course of carrying out trading and investing responsibilities for Advisory Clients, “trade errors” may occur (i.e., errors in executing specific trading instructions). Examples of trade errors include, but are not limited to: (i) buying or selling an asset at a price or quantity that is inconsistent with the specific trading instructions generated by BCM; or (ii) buying rather than selling a particular asset (and vice versa). It is BCM’s policy to take the utmost care in making and implementing investment decisions for its Advisory Client accounts. See Item 8 above for additional information regarding trade errors.

_______________________________________________________________________________ BCM currently has no arrangements whereby it receives an economic benefit from any person who is not an Advisory Client for providing investment advice or other advisory services to its Advisory Clients. BCM can, but does not intend to, retain a third party for the purpose of soliciting prospective Advisory Clients or investors in the Funds. To the extent BCM engages in referral activities, they will be conducted subject to Rule 206(4)-1 under the Advisers Act, as well as relevant guidance, and will be subject to oversight by the CCO. BCM may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to BCM’s Advisory Clients or recommend Advisory Clients, including the Funds, as an investment to their clients. BCM may place Advisory Client portfolio transactions with firms who have made such recommendations or provided capital introduction opportunities, if BCM determines that it is otherwise consistent with seeking best execution. Doing so presents a potential conflict of interest. In no event, however, will BCM select a broker-dealer as a means of remuneration for recommending BCM or any other product managed by BCM (or an affiliate) or affording BCM with the opportunity to participate in capital introduction programs.

_______________________________________________________________________________ BCM has not been subject to any legal or disciplinary events that are material to a client’s or prospective client’s evaluation of BCM’s advisory business or the integrity of BCM’s management.

_______________________________________________________________________________ Advisory Client portfolios are reviewed on a periodic basis by the Chief Investment Officer and other relevant personnel to evaluate conformity with investment objectives and guidelines set forth in the respective Governing Documents and/or Investment Management Agreement. BCM engages in active management for its Advisory Clients and accordingly will review existing investments, potential investments, investment guidelines, the suitability of the investments, cash availability, and investment objectives. BCM will consider, among other things, investment performance, any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. BCM and the Funds have engaged an independent administrator (the “Fund Administrator”) to help Fund Investors with subscription, account maintenance, performance tracking and periodic informational matters. Fund Investors will receive an annual financial statement audited by an independent accounting firm registered with and subject to inspection by the Public Company Accounting Oversight Board, and in accordance with U.S. Generally Accepted Accounting Principles, within 120 days of the Fund’s fiscal year end. Fund Investors will also receive monthly performance estimates and quarterly performance reporting, in writing, and will have access to periodic written account statements directly from the Fund Administrator. Reporting with respect to BCM’s Accounts will be determined at the time of engagement and agreed upon with the applicable Advisory Client.

_______________________________________________________________________________ BCM is deemed to have custody of the assets of the Funds, and may have custody of the assets of Accounts, and BCM intends to comply with Rule 206(4)-2 under the Advisers Act by meeting the conditions of the pooled vehicle annual audit provision of the rule. Neither BCM nor any affiliate will actually have physical custody of any Fund or Account asset (other than certain privately offered securities as set forth below); rather, all such assets are held by an independent qualified custodian. BCM may, on behalf of Advisory Clients, purchase privately offered securities and securities evidenced by stock certificates. Such investments when owned by a private fund are generally exempted from the requirement that such assets be maintained with a qualified custodian. BCM may, at times, maintain such securities on behalf of the Funds or maintain them with the issuer or the issuers’ transfer agents rather than with a qualified custodian.

_______________________________________________________________________________ As applicable, BCM has discretionary authority to manage the securities accounts on behalf of Advisory Clients and is authorized to enter into transactions on their behalf. BCM generally receives discretionary authority from the Advisory Client at the outset of an advisory relationship, by means of investment management or similar agreements, or, in the case of the Funds, through the Governing Documents, which grant a power of attorney in favor of BCM to select the identity and amount of any investments to be bought or sold for the Fund. The Governing Documents of the Funds do not typically place limitations on BCM’s authority to manage such Funds, and it is not anticipated that investment management agreements for Accounts will place such limitations. In all cases, however, BCM’s discretion is to be exercised in a manner consistent with the stated investment objectives for the applicable Advisory Client.

_______________________________________________________________________________ BCM has established proxy voting policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interest of the Advisory Client. Proxy voting authority is specified in an Advisory Client’s investment management agreement or Governing Documents. BCM has retained ProxyEdge, an unaffiliated third-party, to assist with notifications of ballots on which BCM can vote, the collection and submission of votes, electronic record keeping of BCM’s proxy voting, and other operational and reporting matters of the proxy voting process. ProxyEdge will submit votes on behalf of BCM pursuant to BCM’s decision. BCM generally will vote with management on routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated), selection of auditors, and increases in or reclassification of common stock. BCM will vote non-routine matters on a case-by-case basis and consider factors that BCM deems relevant. At times, BCM may abstain from voting proxies, if doing so is in the best interest of its Advisory Clients, or otherwise appropriate, such as when its Advisory Clients have exited their position in a particular issuer. BCM will not allow its Investors to direct BCM’s vote in a particular situation. When voting proxies, BCM will seek to identify and address material conflicts that may arise between BCM’s interests and those of the Advisory Client. Specifically, if BCM determines that a conflict of interest exists as to a particular issuer, relevant personnel and the CCO will together determine whether the conflict is material to the vote. If it is determined not to be material, BCM will proceed without further procedures. If it is determined to be material, BCM will resolve the conflict in one of several possible ways, such as by engaging a third party to recommend a vote or voting in accordance with a predetermined policy, if any. BCM may abstain from voting proxies when BCM believes that it is appropriate to do so. Advisory Clients and investors in a Fund can request a copy of BCM’s proxy voting policies and procedures, as well as information on how BCM has voted proxies for their Account or Fund in which they have an investment from BCM.

_______________________________________________________________________________ BCM is not required to include a balance sheet for its most recent fiscal year as it does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its Advisory Clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.