Casdin Capital, LLC

Casdin Capital, LLC (hereinafter, the “Firm,” “we,” “us” or “our”), founded in 2012, is an investment advisory services firm that currently provides investment management services to its client funds. Eli Casdin is the manager and owner of the Firm and, in such capacity, has sole discretion on all investment and trading decisions. Mr. Casdin is likewise the manager of our affiliates, Casdin Partners GP, LLC, Casdin Venture Opportunities Fund GP, LLC, Casdin Private Growth Equity Fund GP, LLC, and Casdin Private Growth Equity Fund II GP, LLC, which act as general partners to certain of our current client funds (the “General Partners”). The Firm currently provides its services to seven client funds, each of which is a pooled investment vehicle, or more specifically, a private investment fund, the securities of which are offered to certain qualified investors on a private placement basis: Casdin Partners, L.P., a Delaware limited partnership (“Casdin Partners”), Casdin Partners Offshore, Ltd. (“Casdin Offshore”), a Cayman Islands exempted company, Casdin Partners Master Fund, L.P., a Cayman Islands exempted limited partnership, which is a private pooled investment “master fund” in a master-feeder structure with Casdin Partners and Casdin Offshore (the “Master Fund”); Casdin Amplify Fund, L.P., a Delaware limited partnership (“Amplify”) (together, with Casdin Partners, Casdin Offshore, and the Master Fund, the (“Hedge Funds”); Casdin Venture Opportunities Fund, L.P., a Delaware limited partnership (“Casdin Venture”), Casdin Private Growth Equity Fund, L.P., a Delaware limited partnership (“Casdin Private Growth”), and Casdin Private Equity Growth Fund II, L.P., a Delaware limited partnership (“Casdin Private Growth II”) (together the “PE Funds"). While we consider both Casdin Partners and Casdin Offshore as client funds, each invests substantially all of its investable assets in the Master Fund through which we conduct these funds’ investment activities. References throughout this document to “client funds” or “accounts” refer to the Hedge Funds, PE Funds and any other private funds and separately managed accounts that we may advise in the future. In providing our advisory services to our client funds related to public company investments, we seek to realize superior long-term adjusted total returns by primarily investing in underappreciated companies with innovative business models in the life sciences and healthcare industry. Our portfolio is generally comprised of small to mid-sized issuers in the following life sciences and healthcare sub-sectors: life sciences instrumentation and information technology, medical testing, drug development and distribution, synthetic biology and agriculture, livestock management and energy production. The Firm invests in private securities, including non-marketable and illiquid investments, predominantly within the life sciences and healthcare sector. Such investments are made through the Master Fund for investors that elect to participate in private investments, as well as through the PE Funds. In addition, the Firm has discretion to invest in certain foreign equity securities where it determines that such investments may generate attractive risk-adjusted returns for client funds. We tailor our advisory services to the individual needs and specified investment mandates of our client funds. We adhere to the investment strategy set forth in the private placement memorandum of each client fund. We do not, however, tailor our advisory services to the individual needs or any specified investment mandates of the investors of our client funds and those investors may not impose restrictions on investing in certain securities or types of securities. We have full investment discretion in investing on behalf of our client funds. As such, we are not obligated to seek approval from a client fund or such client fund’s investors with respect to a client fund’s investments. We do not participate in any wrap-fee programs. As of December 31, 2025, we have regulatory assets under management of $2,872,598,242. We manage 100% of our regulatory assets under management on a discretionary basis and none of our regulatory assets under management on a non-discretionary basis.

This brochure is delivered to qualified purchasers and therefore does not contain our advisory service fee schedule. The fees applicable to our client funds are set forth in detail in their respective governing documents and each fund’s private placement memorandum together with the relevant supplements thereto, which set forth the relevant asset-based and performance-based fee percentages applicable to investors. We only offer interest in our client funds to investors that qualify as accredited investors and qualified purchasers as defined in the Investment Company Act of 1940, as amended. As compensation for our services to our client funds, the Firm, or an affiliate of the Firm, typically receives, as set forth in the respective private placement memorandum and/or the relevant supplement thereto, at a fund level, a management fee based on a percentage of assets we manage and a performance-based fee (i.e., a “performance allocation” or “carried interest”) based on capital appreciation. For the Hedge Funds, the management fee is generally calculated based on the aggregate capital account balances of applicable investors in a fund; however, the management fee will be calculated based on the lesser of historical cost or the estimated fair market value for certain non-marketable or illiquid investments in the Hedge Funds (“Special Situation Investments” as further described in Casdin Partners’ and Casdin Offshore’s private placement memorandum). Management fees are calculated and payable quarterly in advance. Management fees are deducted directly from our client funds’ investors’ accounts. For PE Funds, the management fee is generally calculated based on the invested capital attributable to applicable investors, as determined under the applicable fund governing documents. Management fees are calculated and payable quarterly in advance. Management fees are generally payable out of amounts otherwise distributable to investors and, as applicable, through drawdowns of commitments, and are reflected in the applicable investors’ capital accounts. For investors in the Hedge Funds, we typically structure our performance allocation as a debit against the capital accounts of the limited partners of a fund and a credit to the capital account of the General Partner. The performance allocation is subject to a loss carryforward requirement or “high water mark” (i.e., we only receive a performance allocation when an investor’s account value for the year has recovered any losses from prior years, reduced proportionately by any withdrawals or redemptions an investor makes). Each client fund’s net profits are calculated net of the management fee, but before the performance allocation. Net profits include unrealized appreciation or depreciation of marketable positions, as well as any dividends or distributions. The Master Fund’s investors do not pay a performance allocation on any unrealized appreciation on Special Situation Investments but may pay a performance allocation upon the realization of profits related to such Special Situation Investments. Certain investors who hold a particular class or tranche that is no longer offered in Casdin Partners and Casdin Offshore respectively, are subject to a “hurdle rate” equal to the 12-month trailing average for fiveyear U.S. Treasury Bills issued prior to the last day of the relevant performance period. The performance allocation is applied only to net profits of a particular limited partner or shareholder for the year in excess of the “hurdle rate.” The “hurdle rate” is capped at 3% per annum. Investors in the PE Funds will pay carried interest based on realized profits. The carried interest will generally occur after an investor in the PE Funds has received a return of all of its capital contributions. We waive the portion of the management fee and incentive allocation or carried interest that is allocable to investors who are Casdin affiliates, Casdin employees, members of their immediate family and their lineal descendants, trusts or other entities established for their benefit and family or other foundations established by such persons. Our fees are generally non-negotiable, but in the General Partner’s sole discretion, the management fee and performance allocation may be waived, reduced or calculated differently with respect to certain investors in our client funds.

Each of our client funds bear various costs, fees and expenses in addition to the compensation payable to the Firm or an affiliate of the Firm. Although we set forth enumerated lists below, all investors in our client funds and prospective investors should review the private placement memorandum of their respective fund (including any relevant supplements) and other governing documents for each applicable client, which may discuss additional costs, fees and expenses not discussed below. Our client funds, and consequently the investors in our client funds, generally incur the following expenses: •

offering, organizational and reorganizational expenses (including legal and accounting fees, printing costs, travel, “blue sky” filing fees and expenses and out-of-pocket expenses)

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expenses related to the research, due diligence and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including, without limitation, (i) third-party investment sourcing fees; (ii) fees and expenses related to obtaining research and market data (including, without limitation, travel, lodging, meal expense, any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data); (iii) due diligence expenses, including, without limitation, consulting and appraisal fees; (iv) brokerage and prime brokerage fees, commissions and expenses; expenses relating to short sales; (v) clearing and settlement charges; (vi) custodial fees and expenses; (vii) bank service fees; (viii) interest expenses and fees related to financings or refinancings; (ix) fees and expenses of proxy research and voting services; and (x) fees and expenses of third-party professionals, including, without limitation, consultants (including scientific board members and operating advisors), investment bankers, attorneys and accountants; and

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operational expenses, including, without limitation, (a) fees and expenses relating to information technology hardware, software or other technology (including, without limitation, costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations), facilitate and manage the order execution of securities or otherwise manage any of the client funds, such as Bloomberg terminals, portfolio management systems and order management systems; (b) third-party administrative fees and expenses; (c) fees and expenses of third-party professionals, including, without limitation, consultants, valuation service providers, attorneys and accountants; the costs of any litigation or investigation involving activities of any of the client funds; (d) third-party audit and tax preparation expenses; (e) fees, expenses (including, without limitation, expenses related to the organization and conduct of directors’ and partners’ meetings (including, without limitation, travel, lodging and meal expenses); (f) costs of preparing and distributing reports and notices; (g) taxes; (h) expenses incurred in connection with negotiating and complying with provisions of any side letter agreement; (i) fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the client funds, including, without limitation, any governmental, regulatory, licensing, filing or registration fees or taxes (including, without limitation, fees and expenses incurred in connection with Section 13 filings, Section 16 filings, Form PF, Form 13F filings and other similar regulatory filings); (j) expenses incurred in connection with the offering and sale of the interests and other similar expenses related to any of the client funds (excluding fees payable to any placement agent); (k) extraordinary expenses, including, without limitation, indemnification expenses; (l) fees and expenses incurred in connection with any tax audit by any U.S. federal, state or local authority, including, without limitation, any related administrative settlement and judicial review; and (m) fees and expenses incurred in connection with the reorganization, dissolution, winding- up or termination of any of the client funds.

In addition, to the extent not covered or otherwise made clear above, the investors in each of Casdin Partners and Casdin Offshore also bear indirectly their proportionate share of the expenses listed above incurred by the Master Fund (but without duplication). The Firm may pay certain expenses on behalf of the client funds and seek reimbursement from the applicable client fund in accordance with its governing documents. This practice is intended to facilitate the efficient administration of expenses and allow for the timely execution of investment and operational activities. In connection with such expenses, the Firm and its employees receive incidental, non-cash benefits (e.g., airline miles, hotel points, or similar loyalty benefits), which are retained by the Firm or its employees and are not subject to any offset against management fees. None of the client funds has its own separate employees or office and do not reimburse the General Partner or the Firm for salaries, bonuses, benefits, office rent and other general overhead costs of the General Partner and the Firm. A portion of the commissions generated on our client funds’ brokerage transactions will generate “soft dollar” credits that a General Partner and the Firm are authorized to use to pay for research and other research related services and products used by the General Partner and the Firm. Each General Partner and the Firm intend that any such uses of soft dollars will be within the “safe harbor” of Section 28(e) of the Securities Exchange Act of 1934, as amended. For more information on brokerage transactions and costs, please see Item 12: Brokerage Practices. The fees and expenses we have enumerated above may not contemplate every type of fee or expense our client funds may incur. Furthermore, we may in the future provide investment management services to additional client funds. The allocation of expenses by the Firm between it and any client fund, and among client funds and/or other participating entities, represents a conflict of interest for the Firm. The Firm allocates expenses to each client fund in accordance with the client fund’s arrangements with the Firm (including applicable client disclosures). The Firm seeks to allocate shared expenses for products and services benefiting the Firm and the client fund and not covered in the client fund’s arrangements in a fair and reasonable manner. The Firm generally allocates shared expenses among client funds on a pro-rata basis, based on each client fund’s participation in the relevant transaction or its assets under management, as applicable. However, the Firm may allocate an expense differently if it determines that the expense disproportionately benefits a particular client fund or group of client funds, or if another allocation method is more fair and reasonable under the circumstances. Neither the Firm nor any of its principals or employees accept compensation for the sale of securities or other investment products.

The descriptions set forth in this brochure of specific advisory services that we offer to our client funds, and investment strategies pursued and investments made by us on behalf of our client funds, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this brochure, that we consider appropriate, subject to our client funds’ investment objectives and guidelines. Despite our methodology, investing in any securities involves a risk of loss that any of our client funds or any of the investors in our client funds must be prepared to bear. Investment Objective In providing advisory services to our client funds, we seek to realize superior long-term adjusted total returns by primarily investing in public and private underappreciated companies with innovative business models in the life sciences and healthcare industry. Investment Strategy The client funds invest predominantly in the life sciences and healthcare sector. We anticipate that a majority of the client funds’ portfolios will be comprised of small- to mid-sized issuers in the following life sciences and healthcare sub-sectors: life sciences instrumentation and information technology, medical testing, drug development and distribution, synthetic biology and agriculture, livestock management and energy production. While we anticipate that a majority of the issuers in which the client funds invest will be based in the United States, the client funds may also invest in foreign issuers, including in cases where such investments represent meaningful portfolio positions, if we believe they could generate attractive riskadjusted returns. The Hedge Funds invest in publicly-traded equity or equivalent securities, both long and short, as well as a broad array of other securities, including certain non-marketable or illiquid investments designated as Special Situation Investments (see above). For the Hedge Funds, the Firm seeks to build a concentrated portfolio of “high-conviction” names across the foregoing sub-sectors. To manage exposure to systemic and idiosyncratic risk and capitalize on assets that are mispriced, the Firm intends to use available instruments and selective shorting, although there can be no assurance that any such hedging or shorting strategies will be available, implemented or effective. The Hedge Funds are intended to be structured for long-term capital appreciation with minimal churn, reducing the impact of transaction costs. Our client funds will not make direct investments in SPACs, including Affiliated SPACs (as defined in Item 10), unless the Firm determines, in its discretion, that current conditions and/or market terms (e.g., investment liquidity and duration, as well as the client funds’ present capacity for additional illiquid investments) favor such investments; however, our client funds expect to, and have invested in PIPEs or other securities, including those with expected future liquidity, issued in connection with a SPAC’s business combination, including Affiliated SPACs, to the extent the Firm deems it appropriate in accordance with a client fund’s investment program and allocation policy. The Firm and its employees, principals or affiliates to date have sponsored three Affiliated SPACs from 2020 through 2021. Additional information related to Affiliated SPACs is provided in Item 10. Investment Philosophy The Firm seeks to be long-term with respect to the client funds’ investment portfolio. It is our current belief that it is a huge financial world with massive amounts of capital inertia and, though it takes time

to get capital moving, once it starts rolling in a particular direction, it takes an incredibly long time before its momentum is spent and that appreciation of value can occur in the meantime. Therefore, the Firm tries to avoid over-optimizing the opportunity. Thus, when powerful generational trends are established, it is the Firm’s philosophy that it is best to get “in-sync” with them early rather than missing the opportunity by “fine tuning” the timing until it becomes too obvious. Nevertheless, while the Firm seeks to position the client funds’ portfolio for long-term appreciation, it intends to manage in the near term. A portfolio needs to be positioned to capitalize optimally on the output of the paradigm shift while still earning a decent market beating return along the way. The Firm invests from conviction, believing that capital appreciation is the product of patience and persistence, which it terms “investment conviction.” To build conviction, we seek to become “the expert,” recognizing that investing in new technologies and innovative business models begins with a deep understanding of the target markets. The Firm employs adaptive learning, concluding that we learn the most from analyzing our investment mistakes and benefit from adjusting our process accordingly. The Firm is open to all opportunities and willing to change its mind based on empirical evidence. For investments made through the Master Fund and PE Funds, the Firm generally expects a longer investment horizon because such investments are typically less liquid and realization of value often depends on factors including, but not limited to, operational progress, achievement of development and commercialization milestones, financing conditions, and future exit opportunities. The Firm anticipates that a majority of the PE Funds’ portfolio will be comprised of small- to mid-sized private issuers in the life sciences and healthcare sectors, with a particular focus on early-stage and growth-stage companies in life sciences instrumentation and information technology, medical testing, drug development and distribution, synthetic biology and agriculture, livestock management, and energy production. Such portfolio companies may be pre-product, pre-commercialization, or pre-revenue, and may not yet have established operating histories. As a result, private investments may involve longer holding periods, limited liquidity, greater valuation uncertainty, increased business and execution risk, and a longer time before gains or losses are realized. Investment Approach The Firm employs a primary research-intensive approach to investing that is thematically driven and fundamentally based. We begin by identifying large markets undergoing fundamental change due to the thrust of a new technology. The Firm’s approach immerses itself in the dynamics of that change and invests in those companies capable of converting change to profits. The Firm seeks to invest client funds’ assets in exciting “markets” enabled by new technology, not exciting “technologies” looking for new markets. The Firm looks for businesses with barriers to entry and sustainable competitive advantage. We pursue companies with proprietary products and technology, preferably with strong patent protection. Our belief is that successful companies, and by extension successful investments, must have capable operating management teams on board to convert good products and technology into maximum value for shareholders. The Firm finds that this is often the rate limiting factor in its search for successful investments. The Firm spends a considerable amount of effort getting to know management teams and individuals within a company and analyzing past professional performance to qualify management skill. Primary Research: Our research process generally includes interviewing numerous companies, touring physical facilities, routine discussions with industry experts and contacts, including scientific researchers, medical physicians and technologists, as well as financial market analysts. We routinely attend and solicit feedback from medical, scientific and financial meetings and conferences. Attention is also paid to management teams, which allows the Firm to determine whether there is leadership and ingenuity to navigate the company in an intricate sector. Financial Analysis: We apply financial analysis to determine the value and the health of the business, including capital structure and cash flow generation properties. Rely on analyzable data: We rely on analyzable, unequivocal data from reputable sources to reach our investment decisions. This data includes, but is not limited to, SEC filings and press releases, Food and

Drug Administration (“FDA”) guidance, public records, news coverage and court documents. Despite our thorough research and analysis and comprehensive investment strategies, investing in any security involves a risk of loss that our client funds and investors in our client funds might have to bear. Please see below for an explanation of some of the significant risks associated with the investment strategies we employ. A more comprehensive list of risks associated with an investment in our client funds is set forth in each fund’s private placement memorandum. General Risk Factors Reliance on Key Person. The Firm will be substantially dependent on the services of Eli Casdin, its principal owner. In the event of his death, disability, or departure, the business of the Firm will be adversely affected. Mr. Casdin will devote such time and effort as he deems necessary for the management and administration of the Firm’s business. However, Mr. Casdin has engaged in the past in various other investment management business activities and other businesses (that are not investment management) in addition to managing the Firm, and consequently he has not in the past and may not again in the future devote his complete time to client fund business. During the period between 2020 and 2021, Mr. Casdin served as a principal and officer of CM Life Sciences I, II, and III, each of which cosponsored a SPAC during such period. Investment Methodology Generally. As with any investment approach or strategy, the Firm’s strategy and methodology cannot assure any given level of investment return or that our client funds’ investment objectives will in fact be realized. Any past successes with the methodology cannot assure future results. Accordingly, there can be no assurance that the investment strategy and methodology of the Firm will prove successful when applied in the context of our client funds, that use of the methodology will necessarily result in profitability or that our client funds will not incur losses. Investment and Trading Risks in General. All investments risk the loss of capital. No guarantee or representation is made that our client funds’ investment program will be successful, and investment results will vary substantially over time. Prospective investors should give careful consideration to the following factors in evaluating the merits and suitability of an investment. Investment Judgment; Market Risk. The profitability of a significant portion of our client funds’ investment program depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that we will be able to accurately predict these price movements. With respect to the investment strategy we utilize, there is always some, and occasionally a significant, degree of market risk. Concentration of Investments. The Firm has broad discretion over its client funds’ investment programs and will allocate substantial portions of assets to a particular investment. Such an occurrence will tend to result in more rapid changes in the portfolio, upward or downward, than would be the case with greater diversification, with the result that a loss in any such position could have a material adverse impact on client fund capital. Significant Positions in Securities; Regulatory Requirements. In the event client funds acquire a significant stake in the portfolio company and such stake exceeds certain percentage or value limits, the client funds may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the client fund(s) and the Firm. Any such requirements may impose additional costs on the client fund(s) and may delay the acquisition or disposition of the securities or the client fund(s)’ ability to respond in a timely manner to changes in the markets with respect to its investment in the portfolio company. In addition, if the client fund(s), acting alone or as part of a group, acquires beneficial ownership of more than 10% of a certain class of securities of the portfolio company or places a director on the board of directors of the portfolio company, under Section 16 of the Exchange Act, the client fund(s) likely will be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such securities. In addition, in certain circumstances the client fund(s) will be prohibited from entering a short position in such issuer’s securities, and therefore limit its ability to hedge such

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Each of our client funds is a pooled investment vehicle, or more specifically, a private investment fund, the securities of which are offered to certain qualified investors on a private placement basis. Any initial and additional subscription minimums are disclosed in such client fund’s governing documents. The Firm, however, is not precluded from advising types of client funds that are not listed above. Investment advice is provided directly to such pooled investment vehicles and not individually to the investors. Investors in such pooled investment vehicles may include, but are not limited to, high net worth individuals, family offices, fund of hedge funds, endowments, foundations, trusts, charitable organizations, insurance companies, pension plans, sovereign wealth funds and corporate or business

entities. This brochure is not an offer to invest in any of our client funds.

As outlined in Item 5 above, the Firm or the General Partner receives performance-based compensation from all of our client funds. We currently do not manage any client funds that do not pay performancebased compensation; however, we may do so in the future. Performance-based compensation arrangements create an incentive for us to recommend investments that may be riskier or more speculative than those that would be recommended under a different compensation agreement. Further, managing multiple client funds can create actual or potential conflicts of interest for the Firm in respect of the allocation of investment opportunities and allocating expenses. These conflicts will be exacerbated in situations where the Firm or its affiliates are entitled to higher fees or performance compensation from certain of its client funds than from other client funds, where certain client funds may have certain strategic or large investors that are important to the Firm’s overall business or where

there are differences in investments by the Firm (including by a principal, member, partner, shareholder, manager, director, officer, employee, or agent of the General Partner or any such affiliate) among the client funds. The results of a client fund’s activities may differ significantly from the results achieved by the Firm on behalf of any other client fund. The Firm has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple accounts and the allocation of investment opportunities. The Firm reviews investment allocations in accordance with its allocation procedures, which are designed to promote fair and equitable treatment of client funds with substantially similar investment objectives over time. Finally, the Firm’s procedures also require the objective allocation of limited opportunities, designed to ensure fair and equitable allocation among client funds over time. When adding to a public security position (i.e., buying or shorting), it is anticipated that the Master Fund will generally be the sole participating fund. However, it may occur from time to time that the Master Fund and the PE Funds, or certain of the PE Funds, may participate in sales of public security positions at the same time. For such sales, the default allocation percentage for each sell transaction will be generally based on each applicable client fund’s position in the instrument being sold relative to the aggregate position held by the participating client funds at the time of the transaction. Amplify, which previously invested in public security positions, currently does not have any outside investors and is only holding cash. The Firm’s allocation policy will be tailored to address Amplify to the extent it invests in public security positions in the future. In allocating private investments, the Firm will first allocate the portion of such investment to the Master Fund that the Firm believes is desirable for the Master Fund, taking into account all relevant considerations. Only after the Master Fund has received this allocation will a PE Fund be eligible to participate in such private investment. A more detailed description is contained in the private placement memorandum of each PE Fund. The investment periods for Casdin Venture, Casdin Private Growth, and Casdin Private Growth II have ended, and those funds are no longer eligible to receive allocations for new investments. Notwithstanding the foregoing, there are numerous exceptions to the default methodology which could result in allocations being different than those described above as a result of, among other things, a ramp-up period for a newly established client account, differences in investment objective and strategies, total invested positions, size of client fund, differing risk profiles, legal or regulatory restrictions, tax status or attributes, timing of cash flows and liquidity, availability of cash, withdrawals or redemptions, rebalancing, and other relevant factors. Moreover, because all facts and circumstances cannot be anticipated in advance, trade orders may be allocated by the Firm on a basis different from that specified in the trade allocation policy if the reason for the different allocation is fair, documented and approved by the Firm’s Chief Compliance Officer. More generally, allocations are expected to be reviewed periodically as part of the Firm’s compliance function. We also intend to periodically review, and reserve the right to change, our allocation policy, procedures, and/or our default allocation methodology if we believe a different approach would be in the best interests of our client funds as a whole.

The Firm claims an exemption from registration with the CFTC as a commodity pool operator pursuant to CFTC Rule 4.13(a)(3). The Firm and its management persons are not registered as broker-dealers or registered representatives of a broker-dealer and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. Neither the Firm, nor any of our directors, officers or principals is registered as a futures commission merchant or an associated person of a futures commission merchant or has an application pending to register as a futures commission merchant or an associated person of a futures commission merchant. Neither the Firm, nor any of our directors, officers or principals has any material relationship with any of the following: • broker-dealer, municipal securities dealer, or government securities dealer or broker; • other investment adviser or financial planner; • futures commission merchant, commodity pool operator or commodity trading advisor; • banking or thrift institution; • accountant or accounting firm; • lawyer or law firm; • insurance company or agency; • pension consultant; • real estate broker or dealer; or • sponsor or syndicator of limited partnerships. The Firm may in the future enter into additional agreements, or “side letters,” with certain prospective or existing investors whereby such investors may be subject to terms and conditions that are more advantageous than those set forth in the applicable client fund governing document. For example, such terms and conditions may provide for special rights to make future investments in the client fund, other investment vehicles or managed accounts; special withdrawal/redemption rights, including those relating to frequency or notice; a waiver or rebate or reduction in fees to be paid by or change in the way fees are calculated for the investor; rights to receive reports from the client fund on a more frequent basis or that include information not provided to other investors (including, without limitation, more detailed information regarding portfolio positions) and such other rights as may be negotiated by the Firm and such investors. The modifications are solely at the discretion of the relevant client fund and may, among other things, be based on the size of the investor’s investment in the client fund, an agreement by an investor to maintain such investment in the client fund for a significant period of time, or other similar commitment by an investor. As described in Item 8, certain designated personnel of the Firm serve on the board of directors, or in a similar

capacity, for the client funds underlying private and public portfolio companies. The Firm has procedures in place to monitor this involvement and to seek to identify conflicts of interest. From time-to-time designated personnel receive compensation in connection with serving as a director of a company in which one or more of the client funds are invested. With respect to any cash and non-cash (restricted stock units (RSUs), options, etc.) compensation received by designated personnel in connection with such board positions, such amounts are applied to offset (i.e., reduce) the management fee paid by the PE Funds to the Firm. Non-cash compensation, such as RSUs, may be held by the recipient beyond the vested date until the Firm deems it appropriate to liquidate, at which time the proceeds of such liquidation will reduce the applicable management fees. The determination as to when to liquidate such instruments creates a conflict of interest with respect to the timing and amount of the management fee payments. The management fee offset will be allocated to the PE Funds based on the cost of the investment made by each applicable client fund. There will be instances in which board participation relates to portfolio companies held by the Master Fund and one or more PE Funds. In those cases, only the portion attributable to the PE Funds will be applied as a management fee offset. No comparable offset will be applied to the Master Fund. SPAC Activity by the Firm and its Affiliates. Eli Casdin, employees, affiliates, and principals of the Firm have in the past and may in the future continue to sponsor or co-sponsor special purpose acquisition companies (“SPACs”) for the purpose of acquiring one or more operating businesses through a business combination transaction (such SPACs, “Affiliated SPACs”). As a result of sponsoring the Affiliated SPACs, Eli Casdin and affiliates of the Firm have received sponsor shares and warrants (“Sponsor Equity”) for each SPAC. Our client funds have invested and may continue to invest in the future in PIPEs or other securities including those with expected future liquidity, and those that are issued in connection with a SPAC’s business combination, to the extent the Firm deems it appropriate in accordance with a client fund’s investment program and allocation policy. The Firm is subject to a number of actual or apparent conflicts of interest in connection with its sponsorship or co-sponsorship of Affiliated SPACs, particularly to the extent any client funds invest in securities of the company resulting from the SPAC in, or in anticipation of, a business combination. Eli Casdin, employees, affiliates and principals of the Firm have to date co-sponsored three SPACs and received SPAC Sponsor Equity for sponsoring each SPAC. The three SPACs are: (i) CM Life Sciences I, Inc. having completed an initial public offering in September 2020 and a subsequent business combination with Sema4 Holdings Corp (which became GeneDx Holding Corp); (ii) CM Life Sciences II, Inc. having completed an initial public offering in February 2021 and a subsequent business combination with SomaLogic, Inc; (iii) CM Life Sciences III, Inc. having completed an initial public offering in April 2021 and a subsequent business combination with EQRX, Inc. In addition, select client funds had a private investment in SomaLogic Inc. and EQRX, Inc., prior to both companies going public through a business combination transaction with an Affiliated SPAC. In connection with the completion of an Affiliated SPAC’s business combination, our client funds have and in the future may acquire securities issued by the subsequent publicly-traded company, to the extent the Firm allocates a portion of such investment opportunity to our client funds in accordance with our allocation policies and such other requirements or conditions that may be imposed as part of the business combination process. Affiliated SPACs have, and may continue to in the future, seek to acquire an issuer in which one or more of our client funds already holds an investment, subject to the Firm’s allocation policies. Acquisition announcements were made in 2023 for two of the companies that were a result of an Affiliated SPAC business combination, EQRX, Inc. and SomaLogic, Inc. Both acquisitions have since been finalized and the issuers are no longer in existence. The acquirers for EQRX, Inc. and SomaLogic, Inc. were both portfolio companies held by certain client funds. The value of the Sponsor Equity held by Eli Casdin, employees, affiliates, and principals of the Firm is directly tied to the completion of a successful business combination of an Affiliated SPAC. The Firm’s incentives to facilitate a successful business combination through an investment by our client funds in PIPEs or other securities issued in connection with an Affiliated SPAC’s proposed business combination present a conflict on the part of the Firm in determining whether the client funds should participate in any PIPE opportunity pertaining to the Affiliated SPAC. The Master Fund has participated in Affiliated SPAC PIPE transactions during the initial business combination of such SPACs. Select client funds have also participated in follow-on offerings of issuers that resulted from

an Affiliated SPAC business combination. In certain limited instances, the Firm (through its personnel who are involved and have an economic interest in such Affiliated SPAC) becomes aware of investment and business opportunities which may be appropriate for client funds and for the Affiliated SPAC, which in such instance may result in a conflict of interest in determining to which entity a particular business or investment opportunity should be allocated. Nevertheless, the investment strategies of our client funds generally are expected to differ from those of the Affiliated SPACs because the Affiliated SPACs generally are seeking substantially larger investments than our client funds. In addition, Casdin has limited influence as to how, and how much, a company chooses to finance. Investment opportunities available to the Firm will generally be allocated to and among those client funds for which participation in the respective opportunity is considered appropriate in accordance with the Firm’s allocation policy. Following the completion of a successful business combination of an Affiliated SPAC in which a client fund holds a PIPE investment, the client fund and the Firm (or its affiliates) will hold sizable positions in the same issuer. The Firm, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for the client fund. These activities may adversely affect the prices and availability of other securities held by or potentially considered for purchase by the client funds. Refer to Item 11 for additional details regarding the Firm’s Personal Investment policy. In connection with Affiliated SPACs, the Firm has, and may again in the future, enter into a Forward Purchase Agreement (“FPA”) with the issuer to participate in a PIPE transaction, which would close concurrently with the initial business combination of such Affiliated SPAC. The Firm in its discretion negotiated the terms of such forward purchase agreement. Under each FPA with each Affiliated SPAC, the Firm did not cause the client funds to be obligated to participate in the PIPE transactions. Rather, the FPA gave the Firm the opportunity to allocate all or less than all of the PIPE shares either to one or more of its client funds or to alternative purchasers at the Firm’s sole discretion.

As an investment adviser, the Firm stands in a position of trust and confidence with respect to its client funds. The Firm has a fiduciary duty to place the interests of our client funds before the interests of the Firm and the Firm’s Employees (defined below). All of our personnel must put the interests of our client funds before their own personal interests and must act honestly and fairly in dealings with our client funds. All of our personnel must also comply with all federal and other applicable securities laws. The Firm will provide a copy of its code of ethics to any client fund or prospective client fund upon request. To promote our fiduciary duties and legal obligations, we have adopted a Code of Ethics. The Code of Ethics is predicated on the principle that the Firm owes a fiduciary duty to its client funds. Accordingly, the Firm and its Employees must avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of client funds. At all times, the Firm and its Employees must: • • •

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Place client interests ahead of the Firm and their own – As a fiduciary, the Firm must serve in its client funds’ best interests. Engage in personal investing that is in full compliance with the Code of Ethics – Employees must review and abide by the Firm’s Restrictions on Personal Investing Activities policy. Avoid taking advantage of its or their position – Employees must not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with the Firm, or on behalf of an advisory client, unless in compliance with the Firm’s Gift and Business Entertainment Policy. Maintain full compliance with the Federal securities laws – Employees must abide by the standards set forth in Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) which requires the advisers to adopt a code of ethics.

The Firm’s Restrictions on Personal Investing Activities policy set forth in the Code of Ethics is designed to ensure that no client is disadvantaged in any respect by the transactions executed by any principal, officer or employee (collectively, “Employees”) of the Firm. Subject to limited exceptions approved by the Firm’s Chief Compliance Officer, Employees are generally prohibited from trading securities for their own account within public sectors that the Firm invests or otherwise specifically prohibits, except for mutual funds and ETFs. For further clarification, Employees are permitted, with pre-clearance, to trade broad-based ETFs in the healthcare space while a client fund(s) is also holding such ETF or an underlying security held in such ETF. Employees are permitted, with pre-clearance, to invest in private placements or other investment opportunities of limited availability. In addition, Employees are required to provide periodic reports regarding transactions and holdings in any “reportable security” (as defined in Section 202(a)(18) of the Advisers Act) and, additionally, are required to submit other reports to the Firm’s Chief Compliance Officer in an effort to enable the Firm to determine with reasonable assurance any indications of “scalping”, “front-running” or the appearance of a conflict of interest with the trading by client funds. The foregoing notwithstanding, an Employee may qualify and choose to personally invest, directly and/or indirectly, in a client fund. Such Employee may be in possession of information relating to such client fund that is not available to other investors and prospective investors. The Employees are not required to keep any minimum investment in a client fund. It is expected that, if such investments are made, the size and nature of these investments will change over time without notice to other investors. Investments by the Employees in a client fund could incentivize such Employees to increase or decrease the risk profile of a client fund. As described above and further in the Code of Ethics, the Firm places restrictions on personal trades by Employees, including that they disclose their personal securities holdings and transactions to the Firm on a periodic basis, and requires that Employees’ pre-clear certain types of personal securities transactions. Subject to internal compliance policies and approval procedures, the Employees may buy and sell securities for their own account or the account of others but may not buy securities from or sell securities to client funds. Employees that join the Firm with securities in their personal accounts in the sectors that the Firm invests in are permitted to hold those securities. However, they may not add to those positions after the commencement of their employment but can sell those securities with the appropriate pre-clearance from the Chief Compliance Officer. Also, from time to time, the client fund(s) have and may again in the future participate in a PIPE transaction related to a SPAC business combination sponsored or co-sponsored by the Firm’s affiliates. Affiliates of the Firm that sponsor SPACs will generally receive shares of the public company after the combination transaction. The affiliates are permitted to hold shares of the business combination company that the client fund(s) also hold after participating in a SPAC PIPE transaction but may only sell such shares with pre-clearance from the Chief Compliance Officer. Pre-clearance also applies in the instance an access person requests to sell shares from a stock distribution they received from a PE Fund or an unaffiliated private equity fund. The Chief Compliance Officer will evaluate potential conflicts when going through the approval process to determine if any of the client funds would be negatively impacted by the trade approval. Finally, the Firm has, and may again in the future, under certain circumstances, determine that it is in line with certain client funds’ investment strategies and in the best interest of our client funds to have one client fund purchase a security from another client fund that is selling the same security, otherwise known as a “cross trade.” If the Firm decides to engage in a cross trade, the Firm will determine that the trade is in the best interests of both client funds involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those client funds. The Firm generally intends to execute cross trades with the assistance of a broker-dealer that executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between two client funds may occur as an “internal cross”, where the Firm instructs the custodian for the client funds to book the transaction at the price determined in accordance with the Firm’s valuation policy. If the Firm effects a cross trade, the Firm will not receive any fee in connection with the completion of the transaction.

To the extent that cross trades may be viewed as principal transactions (as such term is used under the Advisers Act due to the ownership interest in a client fund by the General Partner, the Investment Manager or its personnel, the General Partner and the Investment Manager will comply with the requirements of Section 206(3) of the Advisers Act. Specifically, the Firm discloses to the client fund in writing before the completion of the principal transaction the capacity in which the Firm is acting with respect to this relationship, and obtains the client fund’s consent to such transaction as required by Section 206(3) of the Investment Advisers Act of 1940, as amended. The Firm is committed to maintaining the confidentiality, integrity, and security of the personal information of the investors invested in our client funds. The Firm’s policy is to collect only information necessary or relevant to Firm’s management business and use only legitimate means to collect such information. The Firm does not disclose non-public personal information about the Firm’s investors or former investors to anyone except for servicing and processing transactions and as required by law. Access to non-public personal information of investors is restricted to those employees with a legitimate business need for the information. The Firm maintains security practices, including physical, electronic, and procedural safeguards, to protect investors’ non-public personal information. While not required absent material changes, the Firm nonetheless provides its privacy policy to investors on an annual basis

The Firm is responsible for the placement of the portfolio transactions of its client funds and the negotiation of any commissions paid on such transactions. Portfolio securities normally are purchased through brokers on securities’ exchanges or directly from the issuer or from an underwriter or market maker for the securities. Purchases of portfolio instruments through brokers involve a commission to the broker. Purchases of portfolio securities from dealers serving as market makers include the spread between the bid and the asked price. J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC serve as prime brokers and custodians for our client funds and clear (generally on the basis of payment against delivery) the securities transactions for our client funds which are effected through other brokerage firms. The Firm also engages with additional custodians as a result of ISDA agreements with such entities. Securities transactions are executed by brokers selected by the Firm in its sole discretion and without the consent of its client funds. In placing portfolio transactions, the Firm will seek to obtain the best execution for its client funds, taking into account the following factors: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected, taking into account the size of the order and difficulty of execution; the financial strength, integrity and stability of the broker; the firm’s risk in positioning a block of securities; the quality, comprehensiveness and frequency of available research services considered to be of value; and the competitiveness of commission rates in comparison with other brokers satisfying the Firm’s other selection criteria. In addition, subject to the Firm’s obligations to seek best execution, the Firm may consider referrals of investors in selecting brokers. The Firm is authorized to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities to brokerage firms that provide it with such investment and research information or to pay higher commissions to such brokerage firms if the Firm determines such prices and commissions are reasonable in relation to the overall services provided. Research services furnished by brokers may include written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services; discussions with research personnel; and invitations to attend conferences or meetings with management or industry consultants. The Firm is not required to weigh any of these factors equally. Such information received is in addition to and not in lieu of services required to be performed by the Firm, and the asset-based management fee is not reduced as a consequence of the receipt of such supplemental research information. Research services provided by broker-dealers used by one client fund may be utilized by the Firm or its affiliates in connection with its investment services for other client

funds. Since commission rates in the United States are negotiable, selecting brokers on the basis of considerations which are not limited to applicable commission rates may at times result in higher transaction costs than would otherwise be obtainable. The Firm has the option to use “soft dollars” generated by the client funds to pay for brokerage, research and research-related services. The term “soft dollars” refers to the receipt by an investment manager of products and services provided by brokers, without any cash payment by such investment manager, based on the volume of revenues generated from brokerage commissions for transactions executed for client funds of the investment manager. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties (such as quotation equipment). Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”), provides a “safe harbor” to investment managers who use soft dollars generated by their client funds to obtain investment research and brokerage services that provide lawful and appropriate assistance to the General Partner or the Investment Manager in the performance of investment decision-making responsibilities. It is the policy of the Firm to utilize “soft dollars” for brokerage and for research and research-related services and products that are within the safe harbor afforded by Section 28(e). Research services within Section 28(e) may include, but are not limited to, 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 broker-dealers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. The Firm uses research services obtained through commissions arising from client portfolio transactions to service client funds other than the fund that generated the commissions. The Firm is not required to allocate the benefits of a particular soft dollar expenditure to a specific client fund and may not do so. As part of these arrangements, the Firm receives access to bundled services, including but not limited to proprietary research reports, such as standard investment research and credit reports. The Firm may decide at any time to discontinue the use of soft dollars or commissions for research and brokerage services and may instead charge such expenses to the applicable client fund(s). The Firm participates in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to a client fund managed by the Firm. The Firm may place client fund portfolio transactions with brokerage firms that provided capital introduction opportunities, if the Firm determines that it is otherwise consistent with seeking best execution. In no event will the Firm select a broker-dealer as a means of remuneration for affording the Firm with the opportunity to participate in capital introduction programs. We do not recommend, request or require that a client fund, nor do we permit a client fund to, direct us to execute transactions through a specified broker-dealer. The Firm periodically reviews areas pertaining to brokerage services and relationships, the use of soft dollars, brokerage capabilities and matters relating to execution quality. When the Firm determines that it would be appropriate for more than one client fund to participate in an investment opportunity, the Firm will seek to execute brokerage orders for all of the participating

client funds on an equitable basis. If the Firm has determined to transact at the same time for more than one client fund, the Firm will generally place combined orders for all such client funds simultaneously, and if all such orders are not filled at the same price, it will generally average the prices paid. Similarly, if an order on behalf of more than one client fund cannot be fully executed under prevailing market conditions, the Firm will allocate the trade among the different client funds on a basis that it considers equitable. The Firm will take all reasonable measures to ensure that trade errors and other errors do not occur and has implemented safeguards to limit trade errors and other errors. On occasion, errors may occur with respect to trades executed on behalf of the Firm’s client funds. Trade errors and other errors frequently result in losses but may, occasionally, result in gains. The Firm will endeavor to detect trade errors and other errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a third party, such as a broker, the Firm will seek to recover any losses associated with such error from such third party. Unless the Firm determines, in its sole discretion, that a trade error or other error was the result of its willful misconduct, recklessness, willful and material breach of a client’s agreement with the Firm or gross negligence, any net losses associated with the trade errors and other errors that are not recovered from a third party will be borne by the client fund. The Firm has established internal policies regarding the manner in which such determinations are to be made consistent with its fiduciary duties, but investors should be aware that, in making such determinations, the Firm will have a conflict of interest in doing so. With respect to investments in securities that are private in nature, the Firm believes any applicable best execution responsibilities are fulfilled through the careful evaluation and negotiation throughout the transaction process.

We do not receive economic benefits from non-client funds for providing investment advice or other advisory services to our client funds. The Firm does not currently have any arrangement to compensate any party for acting as a placement agent or introducing investors to the client funds. The Firm effects securities transactions through a number of broker-dealers. By virtue of its conducting business with broker-dealers, the Firm may receive certain economic benefits from such broker-dealers which would not be received if it did not transact through the broker-dealers. These benefits may include, but are not limited to: access to an electronic communication network for order entry and account information; receipt of proprietary research; and participation in broker-dealer sponsored research and capital introduction conferences. The Firm understands that the benefits received through its relationship with the broker-dealers (including its prime brokers) generally do not depend upon the amount of transactions directed to, or amount of assets custodied by, the broker-dealers.

This item is not applicable.

The Firm maintains comprehensive review procedures for the ongoing monitoring of portfolio investments. We typically conduct in-depth weekly reviews of certain public investments held by our client funds. The Firm’s review of private investments held by our client funds, which generally have long-term investment horizons, occurs on an ongoing basis with more formal reviews for each private investment occurring on a quarterly basis. In addition, our investment personnel generally (i) review international and domestic events on a daily basis to determine the effect on securities held in our portfolios, (ii) meet informally every day to discuss new ideas, potential upcoming securities transactions and to review names held in our portfolios and (iii) monitor portfolio risk on a daily basis. Client fund investors receive reports pursuant to the terms of each client fund’s offering memoranda or as otherwise described in the offering document of the client fund.

While the Firm does not take or maintain physical custody of any client assets, because the Firm serves as the investment adviser to unregistered private investment funds, the Firm is deemed to have access to and, therefore, constructive custody of its client funds’ funds and securities under Rule 206(4)-2 of the Advisers Act (the “Custody Rule”). Accordingly, in order to comply with the Custody Rule and mitigate the risks inherent in this type of arrangement, the Firm has taken the following action in accordance with the Custody Rule: •

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Qualified Custodian. Custodians will be banks or broker-dealers unaffiliated with the Firm. Currently, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Northern Trust International Banking Corp serve as qualified custodians and maintain clients’ funds and securities. In addition, JPMorgan Chase Bank accounts are maintained by our administrator for client cash flows. Annual Audit and Financial Statements. The Firm ensures that its client funds that are unregistered investment funds receive (i) an annual audit from an outside auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB) and (ii) the results of such annual audit in audited financial statements sent to the client funds and the investors in each client fund within 120 days after the end of the fiscal year.

The Firm conducts all business operations in such a way that all client cash is preserved in the safekeeping of independent custodians. The Firm ensures the safekeeping of client assets through the consistent application of its policies and procedures, as well as the periodic reviews of portfolios, cash flows and standardized billing processes. In addition, embedded into the asset safeguarding practices employed by the Firm are the strength of fund disbursement procedures followed by custodians and broker/dealers through which the Firm conducts business.

Scope of Authority. The Firm accepts discretionary authority to manage its client funds’ securities accounts. Essentially, this means that we have the authority to determine, without obtaining specific client consent, which securities to buy, cover short, sell or sell short and the quantity. Despite this broad authority, we are committed to adhering to the investment strategy and program set forth in each of our client funds’ private placement memorandum or other governing documents. Procedures for Assuming Authority. Before accepting their subscriptions for interests, we provide all investors in our client funds with a private placement memorandum and/or other governing documents that set forth, in detail, our investment strategy and program and the terms of investment for investors. By completing our subscription documents to acquire an interest in one of our client funds, investors give us complete authority to manage their investments in accordance with the private placement memorandum and/or governing documents they each received. In addition, the Firm entered into investment management agreements with the client funds, pursuant to which we were granted authority and responsibility for the management, operation and control of the investment and trading activities of each of the client funds. In addition, the Firm and its affiliates are responsible for the offering of limited partner or shareholder interests in each client fund and solicitation of investors, to the fullest extent permitted by applicable law.

To the extent the Firm has been delegated proxy voting authority on behalf of its client funds, the Firm complies with its proxy voting policies and procedures that are designed to ensure that in cases where the Firm votes proxies with respect to client funds, such proxies are voted in the best interests of its client funds. In voting proxies, the Firm utilizes the services of a third-party proxy agent and generally votes in-line with the proxy agent’s recommendation. However, the Firm reserves the flexibility to vote in a manner contrary to the proxy agent’s recommendation on ballot item(s) if it believes that doing so is in the best interest of the applicable client fund(s). The Firm has voted contrary to the proxy agent's recommendations, including instances where a conflict existed, i.e., voting ballots not in line with the proxy agent's recommendation while designated personnel serve on the issuer's board. The Firm’s client funds are not permitted to direct their votes in a particular solicitation. If a material conflict of interest between the Firm and a client exists, the Firm will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the client fund or take some other appropriate action. Upon request, any of our client funds or any of the investors in our client funds can obtain a copy of our proxy voting policies and procedures and information about how the Firm voted the client’s proxies. To the extent the Firm has authority on behalf of its client funds to participate in class action claims, it will do so on a case-by-case basis. The Firm will determine whether or not to participate in the class action claim depending upon: (i) the nature of the class action claim; (ii) prospects for recovery; (iii) resources required to pursue the class action claim; and (iv) any other relevant factors pertaining to the particular class action claim. Currently, all class action claims are handled by a third-party service provider.

We do not require, nor do we solicit prepayment of more than $1,200 in fees per client, six months or more in advance. We are not aware of any financial condition that is likely to impair our ability to meet our contractual commitments to our client funds. The Firm has never been the subject of a bankruptcy petition.