Catalio Capital Management, LP

Catalio Capital Management, LP (hereinafter “Catalio”, “we”, “us”, “our”, the “Firm” or the “Investment Manager”) is organized as a Delaware limited partnership with a principal place of business in New York. R. Jacob Vogelstein and Georgios Petrocheilos are the principal owners of Catalio, and together own a controlling, majority stake of Catalio and direct the investment activities and operations of the Clients (as defined below). In October 2023, KKR & Co. and certain of its affiliates (“KKR”) made a passive, minority investment in Catalio and its affiliates. Catalio serves as an investment manager and provides discretionary investment management services to 26 privately offered investment funds and vehicles (each such fund or vehicle, including any parallel funds, alternative investment vehicles or special purpose vehicles, is referred to herein as a “Fund,” and collectively, the “Funds”). Certain of the Funds are structured with a designated general partner or manager that is an affiliate of Catalio (the “General Partner(s)”) (the General Partners and any other affiliate of Catalio that provides services to one or more Funds, an “Advisory Affiliate”). Each Advisory Affiliate is a related person of Catalio and is not separately registered as an investment adviser. Instead, each Advisory Affiliate relies on Catalio’s registration with, and in accordance with guidance from, the U.S. Securities and Exchange Commission (the “SEC”). This Brochure describes the business practices of Catalio and the Advisory Affiliates as a single advisory business and as a result the references herein to Catalio include any relevant Advisory Affiliates unless the context requires otherwise. Catalio also serves as a sub-adviser to certain third-party investment accounts, including providing sub-advisory services to investment companies registered under the Investment Company Act of 1940, as amended (the “Sub-Advisory Clients”) as well as to separately managed accounts (“SMAs”). The Funds, Sub-Advisory Clients and SMAs are collectively referred as the “Clients.” In providing services to the Clients, Catalio formulates each Client’s investment objectives, directs and manages the investment of each Client’s assets, and provides reports to investors. Investment advice is provided directly to the Clients and not individually to the limited partners, members, entities, counterparties or investors of the Clients (the “Investors”). Catalio manages the assets of the Clients in accordance with the terms of each Client’s applicable governing documents (the “Governing Documents”). All material terms of the advisory relationship are generally established at the time of the formation of a Fund or the date on which Catalio entered into a Sub-Advisory Client or SMA relationship, but may be amended from time to time in accordance with the terms of the Governing Documents. The limited partnership interests, shares or membership interests, as applicable, in the Funds are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests in the Funds are offered and sold to investors pursuant to an exemption from registration under the Securities Act and prospective investors must satisfy certain applicable eligibility and suitability requirements. The activities of each Client are governed by its Governing Documents, which specify the investment guidelines and investment restrictions applicable to such Client. Catalio offers investment advice solely with respect to the investments made by the Clients. Such services generally consist of identifying, diligencing and evaluating investment opportunities, structuring, negotiating, and making investments on behalf of the Clients, managing and monitoring the performance of such investments and each Client’s broader investment portfolio, and liquidating such investments. Catalio generally has broad and flexible investment authority with respect to the Clients. Each Client’s

investment objective and strategy is set forth in the respective Client’s Governing Documents. For the Funds, prospective investors are provided with the applicable Fund’s Governing Documents and urged to carefully review prior to investing in a Fund. Catalio tailors its investment advice to each Client in accordance with the Client’s investment objectives and strategies as set forth in the relevant Governing Documents, and Catalio does not tailor its advisory services to the individual needs or preferences of any single Investor. Catalio’s investment decisions and advice are subject to the investment objectives, guidelines and restrictions set forth in the relevant Governing Documents. Since Catalio does not provide individualized advice to Investors, and an investment in a Fund does not, in and of itself, create an advisory relationship between the Investor and Catalio, Investors must consider whether a particular Fund meets their investment objectives and risk tolerance prior to investing. On occasion, Catalio will enter into side letter agreements with certain Investors. Side letters are typically negotiated prior to investment and may establish rights that supplement or alter the terms of the applicable Governing Documents with respect to such Investor. The terms of such side letters grant rights to certain Investors that may not be available to other Investors (including, without limitation, advisory committee representation, transparency rights, and confidentiality). Once invested in a Fund, Investors generally cannot impose additional investment guidelines, restrictions or other requirements on such Fund. Catalio does not currently participate in any Wrap Fee Programs. As of December 31, 2025, Catalio’s regulatory assets under management were approximately $2,177,000,000. Approximately $1,927,000,000 is managed on a discretionary basis and approximately $250,000,000 is managed on a non-discretionary basis.

Catalio provides investment advisory services to the Clients and is compensated for these services. Each Client’s Governing Documents set forth in detail the fee structure relevant to each such Client as well as the expenses to be borne in connection with such engagement. All Investors, counterparties and, in the case of the Funds, prospective investors, in a Fund should review the Governing Documents of each Fund in which they have invested or intend to invest for complete information on the fees, compensation and expenses applicable to a particular Fund. A brief summary of the Funds’ fees, compensation and expenses, as well as the general fee structure for the SMAs and Sub-Advisory Clients is provided below. Management Fee Catalio is paid an investment management fee (the “Management Fee”) by each Client as further described in the respective Client’s Governing Documents. Management Fees for the Funds typically range from 1% to 2% (per annum). The Management Fee typically is paid to Catalio quarterly (and pro-rated for any partial periods) and paid directly from the applicable Client’s assets, current income and disposition proceeds received, and, to the extent necessary, from drawdowns. Catalio, in its sole discretion, may waive or modify the Management Fee for any Investor. In the past, Catalio has waived the Management Fee for employees, venture partners, strategic partners, and certain investors, advisors and consultants, and expects to continue to do so in the future. Management Fees for Sub-Advisory Clients and SMAs are further described in the respective

Governing Documents. Management Fees for the Sub-Advisory Clients or SMAs may be scaled based on the AUM being managed in the applicable relationship. Any new Fund launched by Catalio, or a new Sub-Advisory Client or SMA, may have materially different terms related to Management Fees than those summarized above. Client Expenses In addition to the Management Fees and any incentive-based compensation (as described in Item 6 below), the Clients pay (or reimburse Catalio for bearing) certain fees and expenses as set forth in more detail in each Client’s Governing Documents. The fees and expenses may differ by Client. For the Funds, fees and expenses typically include each Fund’s organizational and ongoing operating costs and expenses. For example, each Fund typically bears all expenses incurred in the diligencing, structuring, holding, purchase, sale, hedge or exchange of investments (whether or not ultimately consummated), including, but not by way of limitation, private placement fees, finder’s fees, interest on borrowed money, real property or personal property taxes on investments, including documentary, recording, stamp and transfer taxes, brokerage fees or commissions (including any merger fees), professional fees, travel expenses, legal fees, expenses incurred in connection with the investigation, prosecution or defense of any claims by or against such Fund, including claims by or against a governmental authority, audit and accounting fees, legal, accounting and consulting fees relating to investments or proposed investments, taxes applicable to such Fund on account of its operations, fees incurred in connection with the maintenance of bank or custodian accounts including expenses attributable to normal and extraordinary investment banking, commercial banking, appraisal, custodial, transfer and registration services provided to such Fund, fees or government charges which may be assessed against such Fund, all expenses incurred in connection with the registration of such Fund’s securities under applicable securities laws or regulations and ongoing compliance with such laws or regulations, costs associated with complying with marketing and/or offering rules of any jurisdictions, as well as costs of all governmental returns, reports and filings, governmental registration, filing and licensing costs and fees relating to such Fund, the applicable Advisory Affiliate and Catalio, and travel expenses incurred in managing and holding Fund investments. Each Fund also bears expenses incurred by an applicable Advisory Affiliate in diligencing and evaluating investment opportunities whether or not consummated (including but not limited to legal, accounting and consulting fees, and travel expenses incurred in connection therewith), managing investments of such Fund, serving as the partnership representative for tax purposes, the reasonable cost of liability and other premiums for insurance protecting such Fund, the applicable Advisory Affiliate, and Catalio and its employees from liability to third parties, all expenses in connection with preparing and distributing reports to prospects and Investors, expenses in connection with Fund communications with prospects and Investors, including preparation of annual or other reports to the Investors, costs associated with Fund meetings or conferences with prospects and Investors, costs associated with limited partner advisory committee meetings, all legal and accounting fees relating to such Fund and its activities, fees and expenses relating to finance, reporting, administration, accounting and back-office services, whether outsourced or provided by Catalio, expenses incurred in connection with research and quotation technology, databases and subscriptions, all costs and expenses arising out of the such Fund’s indemnification obligations, and all expenses that are not normal operating expenses as set forth in the applicable Governing Documents. In general, each Investor will bear its proportionate share of a Fund’s expenses pro rata based on the size of such Investor’s investment in the Fund. Notwithstanding the foregoing, Catalio may specially allocate a Fund’s expenses in any other manner, including by allocating certain expenses to certain (but not all) Investors, if Catalio reasonably determines, in its discretion, that it is more

equitable to do so or if certain expenses are incurred that relate to some Investors but not all. Each SMA or Sub-Advisory Client will negotiate a specific set of expenses to be paid by that Client. The specific items will be set forth in the Governing Documents of the Client and may vary based on a number of factors, including without limitation, the underlying Client, the jurisdiction, the regulatory status of the Client, the size of the account and the relationship with Catalio. Certain of the fees and expenses described above will not be allocated to SMAs or Sub-Advisory Clients, if any, if the relevant investor does not agree that such account will bear its allocable portion thereof, in which event Catalio (and not a Fund) will bear the portion that would otherwise have been allocated to such SMA or Sub-Advisory Client. To the extent that expenses borne (or to be borne) by a Client are paid by Catalio, that Client will generally reimburse Catalio for such expenses (although Catalio may waive any such reimbursement with respect to any Client expenses it has incurred). Any waiver by Catalio for reimbursement of Client expenses is not considered a waiver of reimbursement for any future Client expenses that are paid by Catalio. Catalio generally bears its own overhead expenses, including but not limited to: compensation and expenses of the employees of the Firm, including salaries of such employees, as well as fees and expenses for administrative, clerical and related support services, office space and facilities, utilities and telephone services, furniture, fixtures, equipment, office supplies, and clerical expenses. Neither Catalio nor its employees accept compensation, including sales charges or service fees, from any third-party in connection with the offering of each Fund’s interests. The above is a general description and the expenses typically vary from Client to Client. Investors are strongly encouraged to refer to the applicable Governing Documents. Offset Fees Although Catalio generally does not charge portfolio companies any additional fees, it is possible that Catalio, its limited partners, members, officers, operating partners, or employees may periodically receive compensation such as directors, consulting, management service, advisory, commitment, break-up, transaction or similar fees or equity compensation from portfolio companies. In the event that Catalio is paid these types of fees or equity compensation by a portfolio company, the treatment of such fees or equity compensation, including whether such additional fees or equity compensation should offset any Management Fees received by Catalio, will be determined in accordance with the applicable Fund’s Governing Documents and Catalio may consult with an Advisory Committee (as defined below) consisting of representatives of certain Investors in a Fund (if applicable) as to the allocation of such additional compensation. Consultants, Venture Partners Catalio may hire or engage third party consultants throughout the Clients’ investment processes, including, but not limited to, advisors who may be former senior executives with operating experience and industry- specific knowledge or scientists who have founded profitable companies (“Consultants”). Catalio has developed relationships over time with various subsets of Consultants that are referred to as “venture partners,” “operating partners,” “entrepreneurs-in-residence,” “executives-in-residence” and/or “advisors.” This is not an exhaustive list of titles and such titles are generally determined based on a variety of factors, including each such person’s expertise, experience, current employment and the services to be provided. Consultants play an important role in how

Catalio manages its portfolio, and they may assist with a variety of activities, including market research, new investment identification, pre-investment business diligence and post-investment value creation. Consultants are typically not employees of Catalio but are third parties who provide an important source of operating and strategic expertise across a wide spectrum of different fields within Catalio’s investment universe. Consultants may be paid a consulting fee or other compensation by Catalio, which in some cases may be allocated to one or more Funds. Other compensation may include profit interests in the Funds, or in individual deals. Consulting fees or compensation may be structured in a variety of ways and can vary depending upon a number of variables, including a Consultant’s expertise and time commitment to Catalio and the services provided. In addition, one or more Consultants may invest in the Funds and may co-invest in Catalio transactions (including transactions with portfolio companies for which Consultants provide consulting services, or in which Consultants are founders or advisors), including at reduced or waived fees. From time to time, Catalio may make its Consultants available to assist portfolio companies directly. In addition, as a Consultant becomes more ingrained with a portfolio company, he or she may take on a more active role, including, for example, taking a board seat and providing additional services directly to the portfolio company. In connection with these services, a Consultant may receive compensation directly from a portfolio company on such terms agreed to by the portfolio company and the Consultant. In addition, a Consultant may be compensated for these services by Catalio with such amounts reimbursed (in whole or in part) by one or more portfolio companies. The consulting fees or compensation paid to a Consultant by a portfolio company will not offset Management Fees received by Catalio unless otherwise specifically indicated in a Fund’s applicable Governing Documents.

The descriptions set forth in this Brochure of specific advisory services that Catalio provides to the Clients, and any related investment strategies pursued and investments made in connection with the services that Catalio provides to the Clients, should not be understood to limit in any way Catalio’s investment activities for the Funds, SMAs, Sub-Advisory Clients, or any new investment funds, accounts or other investment products that are managed in the future. Catalio may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Catalio considers to be appropriate, subject to each Client’s investment objectives and guidelines as set forth in the Governing Documents. The investment strategies that Catalio pursues are speculative and entail substantial risks. Investors should be prepared to bear all or a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. The following risk factors do not purport to be a complete list or explanation of the risks involved for Investors making an investment in the Funds, entering into a SMA or a Sub-Advisory Client relationship. These risk factors are intended to summarize and highlight certain specific risks Catalio believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by Catalio. Each prospective investor should carefully review a Client’s Governing Documents before deciding to invest. Please note that all references to “Fund” or “Funds” in this Item 8 refers to one or more Funds, SubAdvisory Clients, or SMAs, depending on the context. The following risk factors are some of the risks associated with an investment in one or more Funds. General Risks Investment Objectives. Although the Funds have different investment strategies, Catalio generally focuses on investments for the Funds in healthcare and biomedical technology companies in the following target markets: pharmaceuticals, medical devices, diagnostics, data-derived insights, tools, and services. The Firm typically seeks to invest in companies that attempt to monetize innovative biomedical technologies such as medical robotics, engineered tissues, and molecular diagnostics, as well as traditional “biotech” and “medtech” products such as drug therapies and implantable devices. Catalio has broad investment discretion for the Funds and ultimately pursues investments on behalf of the Funds consistent with each of the Fund’s Governing Documents, which differ for each Fund. Given these different investment objectives, Catalio’s research and investment process focuses on portfolio companies at varying stages of their life cycle, including private investments and investments in publicly traded securities. This broad set of objectives helps to create synergies for Catalio’s investment team and its research process (e.g., one Fund’s private investment in an early stage company can lead to a different Fund investing in that portfolio company’s initial public offering). In addition, certain of the Funds have flexibility to invest at various levels of a company’s capital structure and to invest in equity, credit or other instruments (including issuing debt to portfolio companies directly). Analysis of Potential Investments. Catalio takes into consideration a variety of factors when evaluating a potential investment. For example, Catalio may review the strength of applicable scientific data and insights; the existence of intellectual property; novel science, including therapies, drugs and devices with novel mechanisms of action, novel diagnostics tools, etc.; the commercial potential of company innovations. We may also consider how our view on the value of a potential

investment differs from the market view, which may be supported by financial modeling, cash flow, and balance sheet metrics; strong leadership and management; and, strength of investment syndicate, including the participation of one or more additional top-tier investment firms. No Assurance of Profitability. No assurance can be given as to the Funds’ ability to choose, make and realize any particular investment. There can be no assurance that the Funds will be able to generate returns for their respective Investors or that the returns will be commensurate with the risks of investing in the type of investments and transactions described herein. Investments made by each Fund are subject to a wide range of risks, including company-specific and market-specific economic trends and other factors beyond Catalio’s control (including the impact of interest rates, bank failures, acts of war, global health emergencies, terrorist acts or threats thereof), all of which can cause investments to lose value and the Funds to underperform or lose money. There can be no assurance that any Investor will receive any distribution from Catalio’s closed-ended Funds, or any withdrawal or redemption proceeds from Catalio’s open-ended Funds or that an investment made at the direction or recommendation of Catalio will be profitable. Accordingly, an investment in the Funds, the establishment of a SMA or the creation of a Sub-Advisory Client relationship should only be considered by investors that can afford a loss of their entire investment. Future and Past Performance. The prior performance of the Funds or any co-investment is not indicative of future results. While Catalio intends for the Funds to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurance that targeted results will be achieved. Total loss of capital is possible on any given investment. Distributions in Kind. Catalio may distribute certain of the Funds’ investments in securities or other non-cash property. Any such distribution could put downward pressure on the price of a portfolio company's securities, and could reduce or remove each Fund's influence in the portfolio company's affairs. Further, distributions in-kind, particularly on dissolution of a Fund, may result in the receipt by Investors of highly illiquid unregistered securities or receipt of publicly traded securities that the Investor is not prepared to liquidate itself, or for which there may not be a liquid market. An Investor that receives assets other than cash from a Fund may incur substantial costs and delays in converting those assets to cash. Liability of Investors. Each Fund’s Governing Documents address the circumstances in which an Investor is required to return distributions made to such Investor (or withdrawal or redemption proceeds paid to such Investor) for the purpose of satisfying a Fund’s liabilities and in order to meet an Investor's pro rata share of Fund indemnification and other obligations. Further, the circumstances in which an Investor is required to return distributions or proceeds can differ between Funds and Investors should carefully review a Fund’s Governing Documents prior to investing in order to understand the provisions relating to clawback obligations for the applicable Fund. Competition for Investments. The business of identifying and structuring investments of the types contemplated by the Funds is competitive and involves a high degree of uncertainty. The amount of capital committed to alternative investment strategies is substantial and continues to increase. For example, historically, the primary competition for alternative investments has been from other private investments funds and corporations, financial institutions, wealthy individuals and foreign investors. In this current market environment, additional competition is anticipated from industrial and financial companies investing directly, rather than through investment funds, in addition to new private investment funds that frequently enter the market. As a result, the Funds often compete for investment opportunities (and Catalio competes for investment talent) with an expanding industry of market participants, many of which have substantially greater resources. As more investors seek to identify the same types of investment opportunities, the profit potential of the Funds may be

reduced as a result of the “saturation” of certain investment strategies. There can be no assurance that the Funds will succeed in finding and making investments on similar or favorable terms when compared to competitors. Difficulty of Locating Suitable Investments. The Funds may be unable to find a sufficient number of attractive investment opportunities to meet their respective investment objectives. There is no assurance that the Funds will succeed in sourcing investment opportunities that meet the Funds’ investment criteria and, even if successful, that those selected investments will produce competitive returns. Catalio attempts to invest on behalf of the Funds in a manner consistent with the criteria set forth in each Fund’s applicable Governing Documents, but there is no assurance that such investments can be located. Market and other conditions may require the Funds to make investments with a lower rate of return or that involve a higher degree of risk than described herein and/or has been the case historically. An Investor must rely on Catalio’s ability to identify, structure and implement investments consistent with a Fund's objectives and policies. Investors will not have the opportunity to evaluate the business, financial and other information used by Catalio in its analysis, selection and monitoring of portfolio company investments for the Funds. Expedited Transactions. Investment analyses and decisions by Catalio may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to a Fund at the time of making an investment decision may be limited, and Catalio may not have access to detailed information regarding the investment. Therefore, no assurance can be given that Catalio will have knowledge of all circumstances or information that may adversely affect an investment. Inflation and Deflation. The enormous amounts of financial assistance that governments and central banks have made available in an effort to resolve economic difficulties could eventually lead to material levels of inflation or to slow economic activity that leads to deflation. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on the economics and securities markets of numerous economies. The global economy is currently experiencing an increased rate of inflation (and may experience further increases in the rate of inflation), which may rise at an accelerating rate for a sustained period of time, in part due to recent market activity and the occurrence of current (and potential future) economic stimulus. During periods of inflation, wages and prices of inputs typically increase, which can negatively impact returns on investments. In an attempt to stabilize inflation, various governments may intervene in their respective economies. Governmental efforts to curb inflation often have negative effects on the level of economic activity (and may result in stagflation). It is possible that inflation will become a serious problem in the future and may have a material and adverse impact on a Fund’s investments (and a Fund’s performance). Any subsequent unexpected deflation could also have an adverse impact on the Fund’s strategies and investments. There can be no assurance that inflation or deflation will not become a serious problem in the future and have an adverse impact on a Fund’s returns. Conflicts of Interest. The Funds may invest in companies in which a conflict of interest, or an apparent conflict of interest, exists or may exist. A Fund’s Governing Documents may contain certain protections for Investors against various conflicts of interest faced by Catalio and its personnel, but does not purport to address all types of conflicts that may arise. For example, employees, consultants or similar Catalio personnel may receive directors' fees or other compensation from portfolio companies of the Funds. While such fees or compensation may trigger a management fee offset under a Fund’s Governing Documents, there is no assurance that the Funds will economically benefit from any particular portfolio company’s fees or compensation received by Catalio, its employees, consultants or similar personnel. Moreover, a management fee offset is not applicable

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As described in Item 4 above, our clients are the Funds, Sub-Advisory Clients, and SMAs. The Funds are generally open to, among others, institutions, pension plans, endowments, high net-worth individuals, financially sophisticated individuals, and other qualified investors. Our Sub-Advisory Clients are currently other asset managers that are seeking exposure to the biomedical technology sectors and are relying on Catalio’s experience investing in the area. Our SMAs are currently with institutions that are provided the opportunity to invest pari passu with the applicable Funds, subject to certain specific investment parameters. As noted above, in certain circumstances, we may consider advising SMAs or Sub-Advisory Clients for certain investors, which may receive different information rights including portfolio transparency and may have different fee and/or liquidity rights than those granted to Investors in the Funds. The determination or willingness to enter into a SMA may be subject to minimum asset levels determined by Catalio in its sole discretion.

Carried Interest or Incentive Allocation Catalio is also entitled to performance-based compensation with respect to certain Clients in the form of a carried interest or an incentive allocation and as further described in each applicable Client’s Governing Documents. Generally, carried interest or incentive allocation percentages for the Funds range from 10% to 20% of the investment profits of the Funds. Although performance-based compensation is standard in the private funds industry and it is generally used to align the General Partners’ interests with those of the Investors, such performance-based compensation also presents conflicts of interest because it may create an incentive for Catalio and/or a General Partner to make investments on behalf of the Clients that are more speculative than would be the case in the absence of such compensation. In addition, performance-based compensation may incentivize Catalio to make different decisions regarding the timing and manner of the realization of certain investments than would be the case if such compensation were not part of its overall compensation structure. In addition, for open-ended funds, Catalio’s performance-based compensation is typically based on both realized and unrealized capital appreciation. Catalio seeks to address these conflicts through careful vetting and allocation of investment opportunities by its investment professionals. In addition, in many instances the Governing Documents of a Client may provide for after-tax “claw back” arrangements if a Client’s performancebased compensation (i.e., carried interest) to Catalio over time and as investments are realized results in an over-distribution of the agreed upon amount of performance-based compensation.

Catalio (or an Advisory Affiliate, if applicable), in its sole discretion, may waive or modify the carried interest, incentive allocation or other performance-based compensation otherwise to be borne by one or more Investors. Additionally, Catalio may allow an investor who meets certain criteria to create an SMA or to become a Sub-Advisory Client each of which may have different fee constructs than the Funds. In the past, Catalio has waived the carried interest and incentive allocation for employees, venture partners, strategic partners, and certain investors, advisors and consultants, and expects to continue to do so in the future. Detailed information regarding the performance-based compensation to be borne by the Investors in each Client is contained in the relevant Client’s Governing Documents. Investors should not consider an investment in a Client without fully understanding the Client’s compensation structure. Further, differences in performance-based compensation, particularly if some Clients would bear higher performance-based compensation, creates an incentive for Catalio to direct the best investment ideas to, or to allocate investments in favor of, the account that bears the higher performance-based compensation. As a result, Catalio has adopted an investment allocation policy that seeks to allocate investments with respect to each Client in a manner that Catalio considers fair and equitable while considering any relevant facts and/or circumstances it believes are appropriate in its discretion. Side-By-Side Management Conflicts Catalio actively manages various Clients and expects to sponsor and/or manage additional Clients in the future. Each of the Clients will be managed in accordance with its investment program which may be the same, similar or different from strategies employed by other Clients. Additionally, on occasion Catalio may enter into an SMA or Sub-Advisory Client relationship which may have terms regarding fees, transparency and liquidity that are different from those of the Funds. As a general matter, however, each of the Clients focus on the healthcare and biomedical technology sectors for investments. In certain situations, Catalio may choose to cause a Client to not make an investment otherwise appropriate for it, in order to avoid an apparent or actual conflict of interest relating to another Client’s investment. In some instances, Catalio expects that one or more Clients will invest in different instruments or classes of securities of the same issuer which can result in different Clients having competing interests. Catalio also manages Clients that focus on publicly traded equities while other Clients focus on private investments and may invest exclusively in private companies. Given that the Clients have different investment objectives, it may be appropriate for Catalio to pursue or enforce rights with respect to a particular issuer in which one Client has invested even if those activities may have an adverse effect on a different Client’s investment in the same issuer. For example, if one Client owns debt of an issuer and another Client owns equity securities of the same issuer, then if the issuer experiences financial or operational challenges, the Client that owns the debt may seek a liquidation of the issuer, whereas the Client that owns the equity securities may prefer a reorganization of the issuer. Similarly, if a portfolio company experiences financial or operational difficulties, and one Client holds subordinated and unsecured debt, while another Client holds senior secured debt instruments in the same portfolio company, an attempt by Catalio to enforce the rights of secured creditors against the issuer may benefit one Client’s investment while substantially reducing the value of another Client’s

investment. In addition, if a Client holds voting securities (for example, equity) of an issuer in which another Client holds non-voting securities of the same issuer, Catalio, acting on behalf of one Client may vote on certain matters that have an adverse effect on the investments of a Client that does not have voting rights (e.g., regarding whether to waive certain covenants or make certain amendments). If Clients are invested in different levels of a portfolio company’s capital structure, additional conflicts may arise over time, particularly if the issuer experiences financial difficulties. Catalio may take certain actions in an effort to reduce the potential for conflicts or adversity between or among the Clients. This may cause one or more Clients to take certain actions that, in the absence of a conflict, would not otherwise be taken. For example, Catalio may choose to: (i) remain passive in negotiations with an issuer regarding modification of a security held by a Client or in a restructuring or similar situation (including electing not to vote or voting pro rata with other security holders); (ii) invest in the same or similar classes of securities as another Client in order to align their interests; (iii) divest investments in whole or in part; or (iv) appoint an unaffiliated third-party or LP Advisory Committee to assist in resolving such conflict. Any of these steps could have the effect of benefiting Catalio and one or more Clients but also might not be in the best interests of, or may be adverse to, other Clients. There can be no assurance that Catalio will identify or resolve all conflicts of interest in a manner that is favorable to all its Clients. For example, a conflict may be resolved by Catalio after considering the overall impact on the Clients as a whole, even though such resolution may result in economic harm to a subset of the Clients. Co-Investments Catalio has offered and will continue to offer co-investment opportunities (directly and indirectly) to Investors, its employees, Consultants, venture partners, key persons as well as other third parties pursuant to and consistent with the terms of applicable Governing Documents. As a general matter, Catalio analyzes each co-investment opportunity and offers each such opportunity to such persons and pursuant to such terms that Catalio determines to be appropriate in its sole discretion subject to any applicable Governing Documents. There is no guarantee that an Investor will be offered one or more co-investment opportunities, or if offered, will be awarded an allocation in such co-investment opportunity.

Neither Catalio nor its management persons are registered as broker-dealers, and Catalio does not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. As mentioned in Item 4 above, KKR made a strategic investment in Catalio’s investment management business in October 2023 by acquiring a passive, minority stake in Catalio Capital Management, LP and certain of its affiliates. By virtue of this investment, KKR is entitled to receive a portion of the revenue generated by Catalio and certain Advisory Affiliates, including a percentage of the Management Fees and performance-based compensation (including carried interest) paid or allocated to Catalio in connection with its management of the Clients. Catalio also has a contractual commitment to a strategic investor providing an entitlement to receive a portion of the revenue generated by Catalio and certain Advisory Affiliates, including a percentage of the asset-based based fees and performance-based compensation (including carried interest) paid or allocated to Catalio in connection with its management of the Funds. In addition, Catalio has a contractual management fee sharing arrangement with a growth equity investment firm located in Maryland, in which Catalio provides said firm with a fixed percentage of Management Fees earned by Catalio with respect to two of its older vintage closed-end Funds. These two Funds are no longer accepting new capital or new investors and this management fee sharing arrangement does not apply to any other Funds (and will not apply to any future Funds). Catalio also has an agreement with a company that introduces Catalio to entities involved in managing data share programs. Catalio participates in a data share program through one of the entities in which Catalio persons have the option to rank and review ranks on a predefined universe of publicly traded securities, for which Catalio is compensated. Catalio’s Compliance Manual governs third-party data arrangements which Catalio enters into, which are subject to guidelines to manage potential conflicts of interests, ensure compliance with federal securities laws, and protect Catalio and client data in providing this information to third-party organizations. As mentioned in Item 4 above, the Advisory Affiliates (including the General Partners) are related persons of Catalio and serve as general partners, or provide other services, to the Funds. In connection with these services, the Advisory Affiliates often maintain investments in the Fund. While Catalio and the Advisory Affiliates have been organized as separate legal entities, they collectively conduct a single investment advisory business. Accordingly, each Advisory Affiliate relies on Catalio’s investment adviser registration and complies with any related obligations instead of separately registering as an investment adviser with the SEC under the Advisers Act.

In order for each Advisory Affiliate to rely on Catalio’s SEC registration: (i) such Advisory Affiliate, its employees and any persons acting on behalf of the Advisory Affiliate are considered “persons associated with” and “supervised persons” (as each term is defined in the Advisers Act) of Catalio, (ii) any investment advisory services provided by an Advisory Affiliate, its employees and any person acting on its behalf are subject to Catalio’s supervision, control, policies and procedures, (iii) any related investment advisory services or functions provided will be subject to the requirements of the Advisers Act and the rules and regulations thereunder, and (iv) the activities and books and records of the Advisory Affiliate will be subject to inspection and examination by the SEC. As a result, each Advisory Affiliate is subject to Catalio’s compliance policies and procedures and, except as the context otherwise requires, any reference in this Brochure to Catalio includes Catalio and the Advisory Affiliates. As described in Item 6 above, certain of the Advisory Affiliates are entitled to receive performancebased compensation as well as distributions in connection with such compensation from the Clients. In certain circumstances, performance-based compensation may create an actual (or apparent) conflict of interest, as described in more detail in Item 6 above.

Code of Ethics Pursuant to Rule 204A-1 of the Advisers Act, Catalio has adopted a written Code of Ethics (the “Code of Ethics”) predicated on the principle that Catalio owes a fiduciary duty to the Clients and their Investors. The Codes of Ethics establishes the high standard of conduct that Catalio expects of all officers, members, partners or employees (the “Employees”). Certain provisions of the Code of Ethics also apply to each Employee’s spouse, minor children and other family members living in his or her household (the “Related Persons”), as well as each other individual designated in writing by the CCO as being subject to all or a portion of the compliance policies and procedures adopted by Catalio (all such designated persons and Employees collectively, the “Access Persons”), including the Firm’s policy with regard to personal trading of securities. All Access Persons are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Access Persons also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of Catalio’s Code of Ethics is based upon the following principles: • • •

Access Persons must at all times endeavor to place the interests of the Clients and Investors first; Access Persons must ensure that all personal securities transactions are conducted consistent with the Code of Ethics (as described below); and Access Persons should not take inappropriate advantage of their employment, relationship or position at Catalio for personal gain or at the expense of the Clients.

The Code of Ethics places restrictions on personal securities transactions by Access Persons and requires them to disclose their personal securities holdings and transactions to the Firm on a periodic basis. The Code of Ethics permits personal securities accounts, but prohibits trading in healthcare securities and securities owned by the Funds, and requires pre-approval for certain types of transactions. Access Persons are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. In addition, each Access Person must obtain pre34

approval from the CCO before: (i) engaging in certain outside business activities; or (ii) investing in a private company or an unaffiliated private investment fund. Catalio will provide a copy of its Code of Ethics to any Investor or prospective investor, upon request. As explained in Item 10 above, the Advisory Affiliates, which are owned in part by Catalio’s principals and are related persons of Catalio, serve as the General Partners to certain Funds and may provide other services to the Funds. These Advisory Affiliates as well as any Access Persons may invest or commit capital to the Funds, and as a result, an investment made by such Funds causes certain Advisory Affiliates and Access Persons to acquire an indirect interest in such investments. Moreover, to the extent that one or more Advisory Affiliates and/or Access Persons invest in the Funds, such Advisory Affiliates and Access Persons have financial interests in the Funds and such interests could create a potential, apparent, or actual conflict of interest in that this arrangement could cause Catalio to make different investment decisions than it would have made if such parties did not have investments in the Funds. However, Catalio believes that these types of investments help to align Catalio’s and the Advisory Affiliates’ incentives with those of the Investors. In addition, Catalio has formed and expects to form in the future certain special purpose vehicles for investment opportunities and related structuring requirements or preferences. In some instances, Catalio will form one or more special purpose vehicles for a co-investment opportunity and certain Advisory Affiliates or Access Persons will invest in such special purpose vehicles along with Investors. However, as noted in Item 6 above, co-investment opportunities may not be offered to all Investors. In addition, co-investment opportunities are often structured with reduced or waived management fees and/or performance-based compensation and although this is standard market practice, it is common for a co-investor to bear lower fees on its investment than an Investor that gets its exposure to such investment via a Fund. As described above in Item 5 and Item 6, Catalio and the Advisory Affiliates receive management fees and performance-based compensation from the Clients. Management fees are asset-based fees that are calculated and paid to Catalio without regard to the overall success or performance of the Clients. These types of asset-based fees may create an incentive for Catalio to raise more capital (including capital commitments) than it otherwise would if Catalio was not paid an asset-based fee (or if it was paid a lower asset-based fee). In addition, as described above in Items 5 and 6, performance-based compensation may create an incentive for Catalio or the Advisory Affiliates to make investments that are riskier or more speculative than they would otherwise consider in the absence of such performance-based compensation. In addition to the foregoing, Catalio seeks to address the above conflicts and others that come up over time by regularly monitoring the Clients’ portfolios for consistency with objectives, strategies, and target capacity. Further, Catalio carefully considers the risks involved in specific investments and Catalio provides extensive disclosure to Investors regarding the potential risks of an investment in each of the Clients. As stated above, the Code provides guidelines for identifying and addressing conflicts of interest and requires Access Persons to place the interests of the Clients above their own interests and Catalio’s interests. All Access Persons are required to acknowledge their receipt and understanding of the Code. In addition, certain Funds have an Advisory Committee consisting of representatives of certain Investors in the respective Fund. These Advisory Committees typically advise and counsel Catalio and the Advisory Affiliates on issues relating to conflicts of interest and other matters as specifically set forth in Governing Documents. For example, Catalio might consult with the Advisory Committee of

a Fund if a material conflict of interest arises for that Fund or if certain transactions are considered principal transaction sunder Section 206(3) of the Advisers Act or require consent under the relevant Governing Documents.

Catalio is authorized to determine the broker-dealers to be used for executing securities transactions for the relevant Client Accounts. In selecting broker-dealers to execute transactions, Catalio evaluates several factors (as described below) and Catalio is not required to limit its execution to broker-dealers with the lowest available commission cost (and Catalio is not obligated to solicit competitive bids). Catalio has the authority to select and appoint custodians and prime brokers for the assets of the Funds. Catalio’s authority and general practices in these respects will be consistent with its internal policies and procedures and each Client’s Governing Documents and investment guidelines. Best Execution In selecting an appropriate broker-dealer to execute trades, Catalio complies with its obligation to seek “Best Execution,” meaning generally, the execution of securities transactions for a Client in such a manner that a Client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, Catalio takes into consideration and regularly evaluates a variety of factors, including but not limited to, the price of a security offered by brokerdealers, as well as the broker-dealers’ full range of services, including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness, brokerage and research services (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Soft Dollars From time to time, the Firm will utilize “Soft Dollars” and when doing so, the Firm will ensure that any Soft Dollar credits generated by a Client’s trading activities, are used to purchase research and brokerage services or products consistent with the parameters of the safe harbor of Section 28(e) of the Securities and Exchange Act of 1934 (“the “Exchange Act”). The amount of Soft Dollars generated by a Client may not necessarily be commensurate with the benefits derived by such Client. Moreover, Catalio and one or more Clients are expected to derive substantial direct or indirect benefit from these services, particularly to the extent Catalio uses Soft Dollars to pay for expenses which it would otherwise be required to pay, or a Client does not generate Soft Dollars during a period through its own activities. The investment information and Soft Dollar benefits received from brokers may be used by Catalio in servicing Clients, and not all such information and Soft Dollar benefits may be used by Catalio in connection with a particular Client, including research and brokerage services obtained by the use of commissions arising from a Client’s investments. Accordingly, a Client will not necessarily, in any particular instance, be the sole direct or indirect beneficiary of the research or brokerage services provided. Neither Catalio nor any related person receives client referrals from any broker-dealer or third party. However, subject to Best Execution, Catalio may consider, among other things, capital introduction and marketing assistance with respect to prospective investors in the Funds when selecting brokerdealers for trading execution by the Clients.

Catalio does not receive economic benefits from unaffiliated third-parties for providing investment advice and other advisory services (other than as discussed in this Brochure and/or in the Governing Documents). Catalio may on occasion compensate unaffiliated third-parties for investor referrals to the Funds. Catalio and/or the Funds may pay placement fees, certain expenses and servicing fees to certain placement agents that place investors in the Funds, as described in the Governing Documents. Any such amounts are based on fees received by Catalio from the respective investor placed by that placement agent.

As an SEC registered investment manager, Catalio is required to disclose all material facts regarding any legal or disciplinary events that would be material to an Investor’s (or prospective investor’s) evaluation of Catalio. Neither Catalio nor any of its officers, directors, employees or other management persons, have been involved in any legal or disciplinary events in the past 10 years that would require disclosure in response to this Item.

Catalio regularly reviews and monitors the Clients’ investments and conducts periodic reviews to ensure compliance with each Client’s investment strategies, guidelines and restrictions as set forth in the applicable Governing Documents. For the Funds, investors generally receive reports quarterly or semi-annually, which include unaudited financial statements, periodic portfolio updates, and (if applicable) a valuation and summary update of investments in a Fund. Annually, Investors generally receive an annual financial report audited by an independent public accountant registered with the Public Company Accounting Oversight Board, information regarding the Fund necessary for the completion of each Investor’s tax return, and a summary of the relevant Fund’s portfolio with the valuation of its investments (if applicable). For Sub-Advisory Clients and SMAs, investors generally receive reports as are consistent with the Governing Documents of each respective Client.

Catalio is deemed to have custody of the assets of the Funds, as it acts and will act as general partner or managing member, as the case may be, of the Funds. Account statements related to the Funds (if applicable) are sent by qualified custodians to Catalio. Further, Catalio complies with Rule 206(4)-2 of the Advisers Act (i.e., the “Custody Rule”) by meeting the conditions of the pooled vehicles annual audit approach. Upon completion of a relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (“PCAOB”), Catalio distributes each Fund’s audited financial statements to Investors within 120 days of such Fund’s fiscal year end. Catalio is not deemed to have custody of the Sub-Advisory Clients and SMAs, or of any Clients with whom Catalio does not have investment discretion.

Catalio has full discretionary investment authority with respect to the Clients, including discretion with respect to the purchase, sale, position sizing, cost and related considerations of each Client’s investments. However, Catalio does maintain non-discretionary relationships for certain SMAs in which it provides recommendations and opportunities related to the potential purchase of securities and debt instruments. The counterparts in these relationships have full discretion to follow the recommendation or to decline to follow the recommendation of Catalio or to determine to participate in the opportunity alongside the Clients.

In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “Proxy Voting Rule”), Catalio has adopted proxy voting policies and procedures. The general policy is to address all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Client’s best interests and consistent with the Client’s investment objectives and Governing Documents. Catalio may take into account all relevant factors, as determined in its discretion, including, without limitation: • • • •

The impact on the value of the securities or instruments owned by the relevant Client and the returns on those investments; The anticipated associated costs and benefits; The continued or increased availability of portfolio information; and Industry and business practices.

Catalio may abstain from voting if it determines that abstention is in the best interests of the Clients in light of the circumstances at the time. In making this determination, Catalio will consider various factors, including, but not limited to: (i) the costs associated with exercising the proxy (e.g., translation or travel costs) relative to the expected benefits to the Client; and (ii) any legal restrictions on trading resulting from the exercise of a proxy. If there is an actual or potential material conflict of interest in connection with a prospective proxy vote, such conflict generally will be resolved in a manner consistent with the applicable Client’s Governing Documents and Catalio’s proxy voting policies and procedures. Catalio may abstain from voting Proxies in any instance if it deems that abstaining is in the best interests of the applicable Client. Investors may not direct Catalio’s proxy voting decisions. However, Investors may obtain information on how Catalio voted on behalf of its Clients by contacting the Firm’s CCO. Additionally, Investors may obtain a copy of the Firm’s proxy voting policies and procedures by contacting the Firm’s CCO.

Catalio is not required to include a balance sheet for the most recent fiscal year, is not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to the Clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.