Commodore Capital LP

Commodore Capital LP (the “Firm,” “Commodore,” “we”, “our” or “us”) is a Delaware limited partnership that commenced operations in 2019. Our office is located in New York, New York. Commodore is indirectly majority owned by Michael Kramarz and Egen Atkinson (each a “Managing Partner” and collectively the “Managing Partners”) through Commodore Capital Holdings LP. We serve as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the securities of which are offered through a private placement memorandum to accredited investors, as defined under the Securities Act of 1933, as amended, and qualified purchasers, as defined under the Investment Company Act of 1940, as amended. We do not tailor our advisory services to the individual needs of any particular investor and we do not accept investor-imposed investment restrictions other than limits which apply to all investors in Fund as set forth in each Fund’s Offering Documents. Commodore currently manages the following private pooled investment vehicles: Commodore Capital Master LP (the “Master Fund”), a Cayman Islands exempted limited partnership, Commodore Capital Domestic LP (the “Onshore Fund”), a Delaware limited partnership, and Commodore Capital Offshore Ltd. (the “Offshore Fund”), a Cayman Islands exempted company (each a “Fund” or a “Client” and collectively the “Funds” or the “Clients”). The Onshore Fund’s “Limited Partners” and the Offshore Fund’s “Shareholders” are hereinafter collectively referred to as the “Investors” where appropriate. Commodore Capital Domestic GP LP serves as the “General Partner” to the Master Fund and the Onshore Fund. Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.” We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, Commodore had approximately $2,369,313,969 in Regulatory Assets Under Management “RAUM” all managed on a discretionary basis.

The fees applicable to each of the Funds are set forth in detail in the corresponding Offering Documents. A brief summary of such fees is provided below. Management Fee Commodore charges the Funds a management fee based on the value of the Funds’ assets under management (the “Management Fee”). The Management Fee ranges from 1.5% to 1.75% (per annum) of the net assets of the Funds and is charged monthly in advance on the first business day of each calendar month. The Management Fee is prorated for any period that is less than a full month. Commodore has the authority to waive, reduce or calculate differently the Management Fee with respect to any Investor in its sole discretion, including Investors that are partners, affiliates or employees of Commodore or the General Partner, members of the immediate family of such persons and trusts or other entities established by them or for their benefit and certain other persons in the discretion of Commodore.

For Special Investments, the Management Fee is charged on the lower of value or cost of such Special Investment. Incentive Allocation Commodore and/or the General Partner may be paid performance-based compensation, which is compensation that is based on a share of capital gains on or capital appreciation of the assets of the Funds. The General Partner is entitled to a performance allocation from the Funds that ranges from 17.5% to 20% of the net profits (including net unrealized gains) allocated to an Investor over a three- to five-year period (the “Incentive Allocation Period”), subject to a loss carryforward provision. Depending on the circumstances, the performance allocation with respect to Special Investments is calculated either at the time of realization or at the end of the next Incentive Allocation Period. The General Partner has the authority to waive, reduce or calculate differently the amount of performance allocation with respect to any Investor in its sole discretion, including Investors that are partners, affiliates or employees of Commodore or the General Partner, members of the immediate family of such persons and trusts or other entities established by them or for their benefit and certain other persons in the discretion of Commodore. Expenses In addition to paying Management Fees and performance-based compensation (if applicable), the Funds will be subject to other expenses in accordance with their respective governing documents. Such expenses include, without limitation: organizational expenses, including legal expenses and fees of any placement agent or other broker; expenses related to compliance with applicable law or regulation, including expenses related to U.S. and non-U.S. regulatory filings, compliance with the Alternative Investment Fund Managers Directive 2011/61/EU, “blue sky” and “world sky” filings and anti-money laundering laws and regulations; investment-related expenses (whether or not such investments are consummated), including commissions, interest expenses and other indebtedness, investment-related legal costs, custodial fees, brokerage and transaction costs, research and investment-related travel expenses, professional fees for consultants, “expert networks,” “sourcing” consultants and other similar persons, data and research-related expenses (including news and quotation equipment and services), costs of portfolio exposure and performance reporting, risk management and trade order management expenses; ongoing operating expenses, including administrative expenses for regulatory and legal compliance, accounting and tax accounting, communications equipment and services and other back-office and mid-office services (including administrator fees and expenses), litigation, investigation and indemnity expenses, audit, tax preparation and related advisory expenses, insurance costs (including directors’ and officers’ insurance, errors and omissions insurance, cybersecurity insurance and other similar policies), expenses of preparing and distributing reports to Investors (including financial statements, tax returns and other reports), taxes, expenses of communications and meetings with Investors, and extraordinary expenses. Certain expenses may be attributable to more than one Client. Such shared expenses will, to the extent permitted by the Clients’ governing documents, generally be apportioned among all participating Clients pro rata based on, without limitation and depending on the nature of the expense, position size, fund size (i.e., capital commitments or net asset value, as applicable), available cash, or in any other manner deemed equitable by Commodore. The Firm seeks to allocate shared expenses for products and services benefitting Commodore and the Client and not explicitly covered in the Client’s arrangements in a fair and reasonable manner.

The descriptions set forth in this Brochure of specific advisory services that we offer to Clients, and investment strategies pursued and investments made by us on behalf of our Clients, 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 each Client’s investment objectives and guidelines as set forth in the Offering

Documents. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Methods of Analysis and Investment Strategies The Funds’ primary objective is to seek long-term, net investment returns to the Investors by investing in innovative therapeutics companies that the Firm believes have the potential to meaningfully improve patients’ lives and provide attractive returns. Commodore intends for the Funds to, among other things, address the relative void perceived by the Firm in biopharmaceuticals between traditional venture capital and public market investment funds by focusing on early-stage public and late-stage private companies. Risk Management The Funds’ investment program is speculative and entails substantial risks. There can be no assurance that the investment objectives of the Funds will be achieved or that the Funds will be profitable, and results may vary substantially over time. The Firm will focus on managing risk through the quality of its investment process and monitoring of investments. The Firm may not broadly diversify the portfolio, and, in such event, the Funds will bear greater risk with respect to each investment than would be the case with respect to a diversified portfolio. Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. An investment involves significant risks, and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the Offering Documents and the documents referred to herein before deciding to invest with Commodore. Risks of Investing in Healthcare Companies: Certain healthcare companies, including those developing new medicines, may present risks not typical of investments made in other industry sectors, including, but not limited to, the following:

Scrutiny of U.S. drug pricing practices may result in increased government oversight and regulation, which could adversely affect the profitability of certain healthcare companies. Dramatic changes in pricing may adversely affect a healthcare company’s valuation.

Certain healthcare companies derive a large portion of their revenues from reimbursement by national governments and commercial insurers. Dramatic changes in reimbursement policies or additional government regulation may adversely affect a healthcare company’s valuation.

Medical product development is an inherently risky endeavor due to the relative unpredictable nature of biological systems. Success rates are generally low and medical products in the pipeline

may fail despite success of an initial product. The Firm’s ability to predict outcomes of biological trials and estimate the probability of success is also subject to imprecision and errors.

Many healthcare companies face high research and development costs and long development timeframes resulting in persistent losses. As a result, significant ongoing financing may be necessary, which may result in shareholder dilution. An inability to obtain any such financing may have a significant adverse effect on the financial condition of such healthcare companies.

Early-stage healthcare companies may not have a material amount of revenue for many years, if ever. Valuation of these companies is highly imprecise and subject to significant volatility in their share prices, particularly as a result of negative news related to the company.

A healthcare company’s revenue stream may be largely dependent upon such company’s intellectual property patent estates. Loss of critical patents, inability to obtain such patents or infringement on patents of others (i.e., no freedom to operate) may adversely affect such company’s valuation.

A healthcare company’s revenue stream may be highly dependent upon such company’s technology. Rapid innovation by others in the industry may render such company technology obsolete which may adversely affect such company’s valuation.

Due to the highly profitable nature of successfully bringing a drug to market, many drug targets and therapeutic approaches are being pursued concurrently by multiple companies which, if all are successful, could limit the value to any one company.

The viability of many healthcare companies depends largely on whether such companies can obtain and maintain various regulatory approval (i.e., Food and Drug Administration (“FDA”) or European Medicines Agency (“EMA”)) of their products or services. Failing to obtain or maintain regulatory approval for one or more of its products or services may have a significant adverse effect on the financial condition of a company and threaten its ability to operate as a going concern.

Many new therapeutic approaches (i.e., gene therapy) require highly complex commercial manufacturing processes. The inability of a company to adequately manufacture sufficient quantities of the product to supply the market at scale could result in a significant adverse effect on the financial condition of such healthcare companies.

Successful medical product development is highly dependent on clinical trial results showing therapy is both safe and effective. If clinical trials are not successful, or if new scientific knowledge causes a product to be unsafe to patients or uncompetitive in the market, a company may lose most of its market value.

The Firm must rely on company provided information to make decisions about a company, including an expectation that companies will accurately state financial or clinical results. Any error or misrepresentation in such information could negatively impact the financial condition of the company.

Products with seemingly favorable profiles in clinical trials may fail to provide a clinically meaningful benefit in practice, resulting in decreased patient and physician demand. Such decreased demand may result in lower than expected company revenues which would adversely affect the financial condition of the company.

Many healthcare companies are highly dependent on a single product or technology. If for some reason such product or technology is impaired there may be little or no residual value in the company.

Except in certain situations, small healthcare companies are not able to effectively market products on their own and thus are often required to partner with larger companies. Failure to forge strategic partnerships with larger companies may limit the revenue potential of the company’s products which may adversely affect the financial condition of the company.

In the case of any direct investments by the Funds in biotechnology assets, the Firm may not be successful in structuring these investments in a way that shields the Funds from liability in the event of lawsuits relating to any products or rights in which the Funds have a direct or indirect interest, thereby potentially resulting in the Funds bearing such liabilities and, in such event, the Funds may suffer potentially significant losses beyond its investment.

The prices at which investments by the Funds will be made may be based, in part, on assumptions that a limited number of other products will compete with the relevant underlying products in the markets in which they are sold, or that the underlying products will otherwise command a pricing premium in these markets, which assumptions may prove to be inaccurate.

Some of the licensing agreements or other rights relating to the investments held by the Funds may be terminated, which may have a material adverse effect on the value of such investments.

Investor sentiments and preferences with regards to life sciences sector investments (some of which are perceived as risky) may change, which may have an adverse effect on the values of the securities held by the Funds in any companies in such sector.

Certain of the companies in which the Funds may invest may also experience adverse impact from reliance on third party manufacturers, collaborators, and clinical research organizations who may fail to perform according to agreed specifications; inability to control the development of outlicensed drug compounds or drug candidates; inability of collaborators’ to develop and commercialize product candidates; inability to maintain or obtain adequate product liability and other insurance coverage; inability to compete against third parties with greater resources; inability to in-license potential drug compounds or drug candidates or other technology; excessive leverage; limitations on their ability to incur additional indebtedness and incur liens on their assets restricting their ability to obtain additional capital when needed; cost of goods sold remaining high enough that it is difficult to achieve profitability; third-party payors for drugs or diagnostics rescinding or modifying their contracts or reimbursement policies or delaying payments; inability to expand as expected outside the United States; failure of physicians to prescribe a drug or diagnostic to the extent anticipated; inability to obtain inputs necessary to the manufacture of a drug or diagnostic at the anticipated cost; failure of information technology and telecommunications systems that are critical to their business; failure to appropriately handle or dispose of biological and hazardous materials; misplaced reliance on third-party distributors; difficulties in integrating legacy companies from a merger or acquisition; and inability to recruit talented personnel, including scientists.

The healthcare industry is (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. As noted above, certain segments may be highly dependent upon various government (or private) reimbursement programs. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which the Funds invest. The healthcare industry has been, and will likely continue to be, significantly impacted by legislative changes, and various U.S. federal, state or local or non-U.S. legislative proposals have been, and will be, introduced from time to time, which, if adopted, could have a significant impact on the healthcare industry in general and/or on companies in which the Funds may invest.

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Our current Clients are the Funds, as described in Item 4 above. The Funds are generally open to, among others, institutions, pension plans, endowments, high net-worth individuals, financially sophisticated individuals, and other sophisticated investors. There are minimum investment requirements for investors in the Funds. In all cases, the minimum investment required for a Fund is subject to waiver by Commodore to the extent permitted by applicable law. Details can be found in the respective Offering Documents of the Funds.

Commodore and/or the General Partner may be paid performance-based compensation by a Client. In addition, Commodore’s investment personnel may be compensated on a basis that includes a performancebased component. Such performance-based compensation may create an incentive for Commodore to make investments on behalf of a Client that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. In addition, since the performance allocation received by the General Partner is calculated on a basis that includes unrealized appreciation of the Funds’ assets, such compensation may be greater than if it were based solely on realized gains. As a result, the General Partner may receive a performance allocation from a Fund reflecting unrealized gains at the end of a valuation period or upon an Investor’s withdrawal or redemption from a Fund, as applicable, that are not subsequently realized by such Fund. Commodore is involved with the valuation of securities held by the Funds, which in turn determines the calculation of the Management Fee and the performance allocation it receives from the Funds. This creates an incentive for Commodore to increase the value of the Funds’ assets during the valuation process. Commodore addresses this conflict of interest by using readily available market quotations and other commonly used and recognized valuation methods in making valuation determinations in consultation with its third-party administrator. Commodore's primary advisory relationships are structured through a single master-feeder structure, which generally limits side-by-side management considerations that can arise when managing multiple unrelated strategies simultaneously. However, from time to time, Commodore or its affiliates may offer coinvestment opportunities to certain Investors or other third parties alongside the Funds, as described in greater detail in Item 8. To the extent such co-investment vehicles are established, Commodore may face conflicts of interest in determining the appropriate allocation of investment opportunities between the Funds and any co-investment vehicle, including conflicts arising from differences in fees, allocations, and other economic terms applicable to each. Commodore seeks to allocate investment opportunities among the Funds and any co-investment vehicles in a manner it believes to be fair and equitable under the circumstances. See Item 8 for additional disclosure regarding co-investment conflicts.

Neither we nor our management persons are registered as broker-dealers, and we do not have any application pending to register with the SEC as a broker-dealer or registered representative of a brokerdealer, or a futures commission merchant, commodity pool operator, a commodity trading advisor or an associated person of the foregoing entities, respectively. The General Partner is an affiliate of the Firm. The General Partner serves as the general partner to certain of the Funds. The General Partner is responsible for the management, operations and investment decisions made on behalf of such Funds, operates as a single advisory business together with Commodore, has delegated investment management authority to Commodore and generally shares common owners, officers, partners, employees, consultants or persons occupying similar positions with Commodore. We do not believe our relationship with the General Partner causes any material conflicts of interest. Commodore does not recommend or select other investment advisers for its Clients and does not receive compensation directly or indirectly from other investment advisers nor does it have other business relationships with other investment advisers.

Code of Ethics Commodore has adopted a Code of Ethics (the “Code”), which is designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”). The Code applies to all of Commodore’s employees and sets forth a standard of business conduct that takes into account Commodore’s status as a fiduciary. In seeking to meet these standards, the Code incorporates the following general principles that all employees are expected to uphold:

employees must at all times place the interests of Clients first;

all personal securities transactions must be conducted in a manner consistent with the Code and any actual or potential conflicts of interest or any abuse of an employee’s position of trust and responsibility must be avoided;

employees must not take any inappropriate advantage of their positions;

employees must comply with applicable provisions of the federal securities laws and make prompt reports to Commodore or other appropriate party of any actual or suspected violations of such laws or of the Code by Commodore or its employees;

information concerning the identity of securities and financial circumstances of our Clients, including the Clients’ investors, must be kept confidential; and

independence in the investment decision-making process must be maintained at all times.

All of Commodore’s employees are provided with a copy of the Code and are required to acknowledge receipt of the Code and certify their compliance with the Code on at least a quarterly basis. Clients may request a copy of the Code by contacting us at the address or telephone number listed on the first page of this document. The Code places numerous restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to Commodore on a periodic basis, and requires that employees pre-clear most personal securities transactions and generally prohibits employees from trading in securities that Commodore is actively trading on behalf of the Clients. Commodore, its affiliates and its employees may give advice that may differ from, conflict with or be adverse to advice given for Clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Clients. Commodore has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as Client trades.

Best Execution Commodore, subject to the overall authority of the General Partner, is responsible for choosing the brokerdealers used for the Funds’ portfolio transactions. In selecting brokers and dealers to effect portfolio transactions for the Funds, Commodore may consider, among other factors, such factors as the broker or dealer’s quality of execution, including its ability to follow and accurately execute specific trade instructions, access liquidity, execute the trade within Commodore’s desired timing and otherwise achieve Commodore’s objective, the broker or dealer’s and its personnel’s overall experience, reputation and trustworthiness, the broker or dealer’s willingness to commit capital and provide liquidity, the quality of the broker or dealer’s relationship with Commodore, including its responsiveness to requests, reliability, understanding of Commodore’s strategy and interests, ability to provide market intelligence regarding trading activity in securities that Commodore trades and the nature and quality of investment ideas it generates, the broker or dealer’s ability to execute trades in difficult markets, the broker or dealer’s capabilities with capital markets, syndicate and block trading, the financial strength and stability of the broker or dealer, the broker or dealer’s ability to evaluate market information across asset classes and sectors, the ability and willingness of the broker or dealer to provide research and trading services on a global basis across asset classes, the broker or dealer’s ability to provide access to company management and to access deal flow, the receipt of brokerage or research products and services which are of benefit to the Funds and the receipt of other services that are beneficial to Commodore and its affiliates, but that are not necessarily beneficial to the Funds. Subject to its duty of best execution, Commodore is not required to consider any particular criteria (including those identified above), need not solicit competitive bids and does not have an obligation to seek the lowest available commissions or other transaction costs. Accordingly, the commissions and other transaction costs (which may include dealer markups or markdowns) charged to the Funds by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such products or services, or such brokers or dealers may charge other customers different commission rates based on the other services utilized by such customers.

On a quarterly basis, Commodore’s Operations Committee, including the Chief Compliance Officer, will review the quality of Commodore’s execution and the effectiveness of its order execution arrangements and execution policy. Such reviews include a thorough analysis of the services provided by each brokerdealer. Commodore does not have any directed brokerage arrangements. Research and Other Soft Dollar Benefits The commission rates charged to the Funds by certain brokers may be higher than those charged by other brokers who do not offer the proprietary or third party services or capabilities described in this section. The Firm intends that its use of commission or “soft dollars” to pay for research or brokerage services will fall within the safe harbor for soft dollars created by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, and prevailing guidance thereunder. The Section 28(e) safe harbor allows Commodore to pay more than the lowest available commission provided that (i) it determines in good faith that the commissions paid are reasonable in relation to the value of the brokerage and research services provided by such brokers and/or dealers and (ii) payments are made in compliance with applicable law. Soft dollars are not intended to be used to pay for items not falling within the safe harbor. Where a product or service obtained with commission dollars provides both eligible and non-eligible products or services to Commodore, the Firm will make a reasonable allocation of the cost which may be paid for with commission dollars and Commodore will pay the remainder. In making such allocations of cost in good faith, Commodore will face a conflict of interest by reason of Commodore’s allocation of the costs of such benefits and services between those that primarily benefit Commodore and those that primarily benefit the Funds. While the continued provision of soft dollar brokerage and research services described above is not conditioned on Commodore directing any particular level of transactions to these brokerage firms, such services are provided without a separate charge in consideration for Commodore’s use of such brokerage firms to execute trades for client accounts. As such, Commodore receives a benefit because it does not have to pay for such research products or services, and Commodore has an incentive to select or recommend a broker-dealer based on its interest in receiving such services rather than its clients’ interest in receiving the most favorable execution. The Funds’ securities transactions can be expected to generate brokerage commissions and other compensation, all of which the Funds, not Commodore, will be obligated to pay. The Firm has complete discretion in deciding what brokers and dealers the Funds will use and in negotiating the rates of compensation the Funds will pay. In addition to using brokers as “agents” and paying commissions, the Funds occasionally buy or sell securities directly from or to dealers acting as principals at prices that include markups or markdowns, and buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. From time to time, brokers’ “capital introduction” services or other marketing or client referral services may assist Commodore and the Funds in raising additional funds from Investors. The Firm may also receive consulting assistance services from prime brokers, including consulting assistance with facilities, technology, real estate, service providers, operations, finance, compliance and human resources. The Firm will not commit to a broker to allocate a particular amount of brokerage in any such situation nor does Commodore otherwise compensate any broker or receive compensation, directly or indirectly, in exchange for such broker providing referrals in any such situation. Cross Trades Commodore may, on behalf of any Client, for liquidity, portfolio rebalancing or other reasons, enter into cross transactions with other Clients. The terms of any such cross transactions will be commercially

reasonable and will not be materially less favorable to the Clients than those available in the market. Neither Commodore nor its affiliates will receive special fees or other compensation in connection with cross transactions. Expenses incurred in such transactions will be allocated equitably in Commodore’s good faith discretion between the Clients that are party to the cross transaction. Similarly, if a cross transaction is cancelled, any costs incurred will be allocated equitably in Commodore’s good faith discretion between the Clients that are party to the cross transaction. Principal Transactions Commodore may cause a Client to enter into transactions and other arrangements with other Clients that may be viewed as related party or principal transactions. Commodore will only consider causing a Client to engage in such a transaction to the extent permitted by applicable law, including, if required or appropriate, the making of appropriate disclosure to and receipt of consent from the limited partner advisory committee of the Funds. Certain of the Funds may invest in private companies where a Managing Partner, affiliate or other related person of Commodore has a close personal relationship with the management of that company or a personal investment in that company. When Commodore deems the relationship to create the appearance of a potential conflict of interest, Commodore will inform Investors in the investing Funds of the relationship and, if required or appropriate, seek the consent of the Investors or the limited partner advisory committee. Trade Error Policy The Firm has an obligation to seek to ensure that orders placed for the Funds are accurate and the SEC specifically has stated a general view that an adviser has a fiduciary duty to place trades accurately. The Funds may on occasion experience errors with respect to trades made on its behalf. Such errors may include, for example, (i) an erroneous voice trade; (ii) an error during the clearance and settlement processes that resulted in an unintended transaction, which caused either a profit or a loss to the Funds; (iii) keystroke errors that occur when entering trades into an electronic trading system; or (iv) typographical or drafting errors. Errors that do not result in transactions (such as trade instructions entered in error which are withdrawn or corrected prior to execution and erroneous cancellations of actionable orders generated by the Firm’s trading system) will not be viewed as “trade errors.” While the identification of trade errors and the proper method for resolving trade errors in any particular circumstance can be complicated, it is the Firm’s general policy to identify trade errors and, where feasible and appropriate, to ensure that each trade error is corrected in an expeditious manner. Pursuant to the exculpation and indemnification provisions in the Master Fund Limited Partnership Agreement and the investment management agreement with the Funds, the Master Fund (and not the Firm) will be responsible for any losses (including additional trading costs) resulting from trade errors and similar human errors, absent bad faith, gross negligence, willful misconduct or actual fraud on the part of the Firm, its affiliates or its personnel. Profits from trade errors may not offset losses from trade errors, unless the underlying transactions constitute a single transaction. Aggregation of Orders Commodore’s “Trade Aggregation Policy” provides that, for multiple client accounts, the Firm will aggregate trades if by doing so it is facilitating best execution, including negotiating more favorable prices, obtaining more timely or equitable execution, or reducing overall commission charges. Each Client that participates in an aggregated order will participate at the average share price for all the Firm's transactions

in that security on a given business day, with transaction costs shared pro rata based on each Client's participation in the transaction. The Firm will prepare, before entering an aggregated order, a written statement specifying the participating Client accounts and how it intends to allocate the order among those Clients. Notwithstanding the foregoing, an order may be aggregated on a basis different from that specified in the written statement if all Client accounts receive fair and equitable treatment and the reason for the different aggregation is explained in writing and is approved in writing by the Chief Compliance Officer no later than one hour after the opening of the markets on the trading day following the day that the order was executed. No additional compensation or remuneration will be due to the Firm as a result of the aggregation.

We do not receive economic benefits from non-Clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person for Client referrals.

There are no legal or disciplinary events involving either Commodore or any of its management persons.

Commodore will review at least monthly the portfolio status and activity of the Clients and will consider whether the portfolio of investments and capital allocation should change based on various factors, which may include, but are not limited to, changes in company fundamentals, key industry personnel, scientific and medical developments, news and press releases, general market conditions and assessment of the financial consequences of particular events derived from general information or such other material as is appropriate under the particular circumstances. Commodore personnel conducting such review includes the Managing Partners, the Chief Compliance Officer, and the Chief Financial Officer. Account Reporting We perform various periodic reviews of each Client’s portfolio. Such reviews are conducted by our investment team. We will distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. We may also distribute quarterly unaudited net asset value statements, quarter-end performance reports, and a quarterly investor letter to all Investors. We may provide certain additional information to any investor, or prospective investor, in a Fund (or to any of our Clients or prospective Clients) who requests such information. This information may be provided in response to questions and requests and in connection with due diligence meetings and other communications but will not be distributed to other investors and prospective investors who do not request such information. Such information may affect a prospective investor’s decision to invest, and investors (which may include our personnel, affiliates and/or Clients) who receive such additional information may be able to act on such additional information and redeem their investments potentially at higher values than other investors. Each investor is responsible for asking such questions that it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by us is sufficient for its needs. We may also provide Clients with reports in such forms and at such times as such Clients and we may agree.

With respect to the Funds, Commodore or its related person, the General Partner, is deemed to have custody of Client funds and securities because it has the authority to obtain Client funds or securities, for example, by deducting advisory fees from a Client’s account or otherwise withdrawing funds from a Client’s account.

Account statements related to the Clients are sent by qualified custodians to Commodore. Commodore is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

We have full discretionary investment authority with respect to the Funds, including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities. The Investors in the Funds generally may not place any limits on our authority beyond the limitations set forth in the Offering Documents of such Funds.

Commodore’s investment management agreement with the Funds grants Commodore the authority to cast all proxy votes. Commodore has adopted a proxy voting policy, as required by the Advisers Act. The policy provides that Commodore will act in the best interests of its Clients in determining whether and how to vote on any proxy voting matter, including how to maximize the value of the relevant Client’s investment. Commodore does not anticipate any conflicts of interest between Commodore and the Clients in terms of proxy voting. If Commodore, however, encounters an identifiable conflict of interest with respect to a particular vote, Commodore will not put its own interests ahead of those of any Client and will resolve any possible conflicts between its interests and those of the Client in favor of the Client. In the event that a potential conflict of interest arises, Commodore will determine on a case-by-case basis how to vote the proxy consistent with the best interests of the Clients and in a manner consistent with Commodore’s proxy voting policy. If a conflict of interest is considered material, Commodore will generally refrain from exercising its discretion to vote the proxy and instead refer the vote to an independent party for consideration. If it is determined that such conflict or potential conflict is not material, Commodore may vote the proxy. Because Commodore provides investment advice to commingled investment entities, individual Investors will not be able to direct Commodore on how to cast a proxy vote. Clients may obtain a copy of Commodore’s proxy voting policies and procedures and information about how Commodore voted a Client’s proxies by contacting Ameya Bapat (Chief Compliance Officer) at legal@commodorecapital.com or (212) 256-8600

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