GREAT POINT PARTNERS LLC

Great Point Partners, LLC (“Great Point”1), a registered investment adviser, is a Delaware limited liability company. Great Point was founded in 2003 in Greenwich, Connecticut. Great Point provides discretionary investment management services to pooled investment vehicles, including hedge funds and private equity funds. Great Point is owned by Senior Managing Member Dr. Jeffrey R. Jay (“Dr. Jay”). The Hedge Funds Biomedical Value Fund, L.P. (“BMVF”) and Biomedical Offshore Value Fund, Ltd. (“BMOVF”, and, together with BMVF, the “Hedge Funds”) are hedge funds formed with the goal of capturing the long term value created by biotechnology, medical devices/diagnostics and health care information technology companies. The Hedge Funds invest principally in publicly traded biotechnology, pharmaceutical and life sciences companies mainly in the U.S., Canada and the EU by purchasing and selling securities in the open market, in privately negotiated financings, in restructurings and in directly negotiated investments (“DNIs”). The Hedge Funds are required to be managed in accordance with the Hedge Funds’ respective Governing Documents (as defined below). Ms. Lillian Nordahl serves as Co-Portfolio Manager of the Hedge Funds. Managed Accounts Great Point may from time to time serve as an advisor or sub-advisor to and /or provides discretionary investment management and portfolio management services to separately managed accounts (the “Managed Accounts”, and, together with the Hedge Funds, the “Public Equity Clients”). Subject to client mandates, Great Point is typically required to manage the assets of a Managed Account in a substantially similar manner to the Hedge Funds. Please see Item 8 describing potential conflicts of interest. The Private Equity Funds Great Point has formed various funds to invest in recapitalizations and growth buy-outs of growing health care companies in the lower middle market. These funds currently consist of the following: • GPP – CF I, L.P. (“GPP CF I”), a continuation fund formed to invest in the American Medical Staffing business and provide liquidity to investors in Great Point Partners I, L.P. • Great Point Partners II, L.P. (“GPP II”), Great Point Partners II-A, L.P., a fund investing in parallel with GPP II (“GPP II-A”), and GPP II Offshore Feeder, L.P., a feeder fund to GPP II (“GPP II-Offshore”, and, together with GPP II and GPP II-A, “Fund II”) • Great Point Partners III, L.P. (“GPP III”), and Great Point Partners III-A, L.P., a fund investing in parallel with GPP III (“GPP III-A”, and, together with GPP III, “Fund III”) • Great Point Partners IV, L.P. (“GPP IV”).

Throughout this Brochure, the term “Great Point” is used to refer collectively to Great Point Partners, LLC and its affiliated General Partners, as described below.

The Co-Investment Vehicles The following entities were formed in connection with co-investments or other transactions: GPP II – MDRS Holdings, LLC; GPP III – Axiom, LLC; GPP III – Bionova, LLC; GPP III – Tergus, LLC; GPP III – MLM, LLC; GPP III – PCM, LLC; GPP III – Ephicacy, LLC; GPP III – Ixcells, LLC; GPP IV – Ludi, LLC; GPP IV – Eutecma LLC and GPP IV – Lyocontract LLC (collectively, the “Co Invest Funds”). Great Point Partners CF I GP, LLC, Great Point Partners II GP, LLC, Great Point Partners III GP, LLC, and Great Point Partners IV GP, LLC (collectively, the “General Partners”) are entities affiliated with Great Point Partners, LLC that serve as general partners to GPP CF I, Fund II, Fund III, and GPP IV, respectively. Each General Partner has designated Great Point as the investment manager for each of the Private Equity Funds and the Public Equity Clients. This Brochure also describes the business practices of each General Partner which together operate as a single advisory business together with Great Point Partners, LLC. From time to time herein, the Hedge Funds and Private Equity Funds are referred to individually or collectively as a “Fund” or the “Funds,” and the Public Equity Clients and Private Equity Funds are referred to individually or collectively as a “Client” or “Clients.” The Medical Advisory Board Great Point also retains a group of medical advisors (the “Medical Advisory Board”) as non-exclusive consultants who serve as a continuous source of expertise and contacts in the health care industry for the Hedge Funds, and help Great Point with answers to due diligence questions on investment ideas, The Medical Advisory Board meets collectively, on an annual basis, with Great Point’s hedge fund investment professionals. The CEO Advisory Board Great Point also retains a group of accomplished senior executives (the “CEO Advisory Board”) as non-exclusive consultants who provide assistance to the Private Equity Funds to help conduct due diligence on investment ideas, and serve as Board members of portfolio companies of Private Equity Clients. The CEO Advisory Board meets collectively, on an annual basis, with Great Point’s private equity investment professionals. Certain Great Point Private Equity Funds bear retainer fees paid, and cost and expenses reimbursed, to CEO Advisory Board members, and costs of meetings with the CEO Advisory Board, in accordance with the Governing Documents of those Private Equity Funds. More information on the CEO Advisory Board is contained below. Availability of Tailored Services Great Point does not tailor its advisory services to the specific investment objectives of the investors of the Funds. Instead, Great Point exercises its investment discretion pursuant to the investment guidelines and restrictions set forth in the relevant private placement memorandum or other offering

document (each, an “Offering Document”) and /or limited partnership agreement or other investment management agreement (each, an “Investment Management Agreement” and together with the Offering Documents, the “Governing Documents”) for each respective Fund. With respect to the Managed Account Client, Great Point will typically follow specific mandates for investing a Managed Account assets, set forth in Investment Management Agreements between Great Point and any such Managed Account Client. Investors and prospective investors in Great Point’s Funds should refer to the Governing Documents of the applicable Fund for information on the investment objectives, investment restrictions and risks associated with each fund. Since Great Point does not provide individualized advice to investors, investors should consider whether the respective Funds meet their investment objectives and risk tolerance prior to investing. Investors in a Fund participate in the overall investment program for such Fund but may be excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant Governing Documents. The Funds or the General Partners enter and have entered into side letters or other similar agreements with certain investors that have the effect of establishing rights (including economic or other terms) under, or altering or supplementing the terms of, the relevant Governing Documents with respect to such investors. Additionally, from time to time, Great Point provides (or agrees to provide) limited partners of the Funds as well as certain third party investors or other persons, including Great Point’s principals, personnel and certain other persons associated with Great Point (to the extent not prohibited by the applicable Governing Documents), the opportunity to participate in single investment co-invest vehicles that will invest in certain portfolio companies alongside a Fund. Such co-investments involve investment and disposal of interests in the applicable portfolio company. Fund II and Fund III are not making investments in new portfolio companies as the investment period provided for in the respective Governing Documents applicable to such Funds has ended. Wrap Fee Program Great Point does not participate in any wrap fee programs. Client Assets Under Management As of December 31, 2025, Great Point had approximately $1,777,101,406 of Regulatory Assets Under Management, all of which is managed on a discretionary basis.

The Hedge Funds Great Point generally receives an annual management fee of 2% of the net assets of each Hedge Fund, generally payable in monthly installments in advance based on the Hedge Fund’s net assets on the first day of each month. The fee is deducted from the Hedge Funds’ assets. Great Point generally is entitled to a 20% performance allocation based on capital appreciation of the BMVF assets, including unrealized appreciation, after deduction of expenses and subject to exceeding the previous high-water mark. Great Point generally is entitled to a 20% performance fee based on capital appreciation of the BMOVF assets, including unrealized appreciation, after deduction of expenses and subject to exceeding the previous high-water mark. In addition to the management and performance allocations/fees, the Hedge Funds incur fees and expenses such as investment-related and other trading-related expenses (including, without limitation, all brokerage (including prime brokerage) commissions and fees, investment banking fees and expenses, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees, interest on margin accounts and other indebtedness, borrowing charges, consulting and other professional fees relating to due diligence of particular investments or contemplated investments (in each case whether or not the applicable investment is consummated) and reasonable travel and related expenses incurred in connection with due diligence and other work performed on behalf of the Hedge Fund (including premium class air travel and expenses for reasonable lodging, meals and related items), all research-related expenses (including, without limitation, news and quotation equipment and services, and expenses related to obtaining, processing and analyzing “big data” or “alternative data”), data feeds, reports, subscriptions, licenses, investment-and trading-related computer hardware, information systems, and software, including trade order management software (i.e., software used to route trade orders), and fees and expenses of attending professional and industry conferences or obtaining third-party research, data, analytics, modeling, structuring, pricing and execution services that are related to the Hedge Fund’s investment activities (including any “expert network”), professional fees (including, without limitation, expenses of attorneys, consultants, statisticians and experts); administration expenses (including the fees and expenses of any administrator); annual meeting expense; accounting expenses (including portfolio accounting software); organizational and reorganizational expenses; operating expenses; including the following: fees and expenses relating to information technology hardware, software or other technology (including costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory organization or applicable law (including reporting obligations), facilitate and manage the order execution of securities or otherwise manage the Fund or any trading vehicle, such as Bloomberg terminals, portfolio management systems, risk management systems and order management systems; fees and expenses of third-party risk management products, models and services; third-party administrative fees and expenses; audit expenses; legal expenses; fees and expenses associated with the preparation or distribution of the Fund’s financial statements, tax

returns, tax estimates and Schedules K-1 and, if applicable, K-3, any reporting to the limited partners or any other administrative, regulatory or other Hedge Fund -related reporting or filing (including Section 13 filings), any investor administrative tools such as investor portals and third-party reporting software; communications expenses, and any Fund-related filings or reports required by the Alternative Investment Fund Managers Directive of the European Union or any similar law, rule or regulation and expenses related to compliance with such; costs of printing and mailing reports and notices; corporate licensing; all fees, expenses, costs and liabilities incurred in connection with litigation, arbitration, mediation, claim, proceeding or other extraordinary events involving the Hedge Fund; governmental fees and regulatory expenses (including filing fees);charges, and all expenses incurred by Great Point in its capacity as the Hedge Fund’s tax matters partner, or a similar role under applicable state or local tax law; expenses incurred in connection with the offering and sale of the interests in the Hedge Fund and other similar expenses related to the Hedge Fund; premiums for liability insurance (including directors and officers and errors and omissions insurance) covering Great Point and its affiliates and their respective members, directors, officers, employees and agents and other indemnity expenses (including attorney’s fees incurred in connection therewith); the management fee and the incentive allocation; costs of preparing and distributing reports and notices; taxes; expenses incurred in connection with negotiating and complying with provisions of any side letter agreement; and extraordinary expenses and other similar expenses related to the Hedge Fund as Great Point determines in its sole discretion , including the following: indemnification expenses; fees and expenses incurred in connection with any tax audit by any taxing authority, including any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, dissolution, winding up or termination of the Hedge Fund or any trading vehicle. Specific information regarding the management fees, performance allocations/fees and expenses for the Hedge Funds can be found in each such Hedge Fund’s Governing Documents. Managed Account Great Point’s fee schedule for any Managed Accounts would generally be 2% annually, payable monthly based on the beginning capital account balance of such Managed Account. Great Point sends an invoice to each Managed Account Client and does not directly debit fees. Great Point receives a performance-based fee on the capital appreciation of any Managed Account’s assets, after deduction of expenses, and subject to exceeding the previous high water mark. The management fee and any applicable performance fees for any Managed Account is individually negotiated. The manner in which management fees and performance-based fees are charged is more fully described in the applicable Investment Management Agreement between Great Point and any relevant Managed Account Client. In addition to the management and performance allocations/fees, any Managed Account incurs fees and expenses incurred in connection with due diligence, research, brokerage and insurance and indemnity expenses. The Private Equity Funds

Great Point generally earns an annual management fee of 2% of capital commitments or invested capital (depending on where the fund is in its life cycle) payable quarterly in advance by each Private Equity Fund except for GPP CF I. The fee is generally deducted from such Private Equity Fund’s assets. Great Point may be entitled to a 20% performance-based allocation based on capital appreciation of each Private Equity Fund’s assets. This performance-based allocation is contingent upon satisfying a preferred return in Fund II, Fund III, and GPP IV. In addition to the management and performance-based allocations, the Private Equity Funds incur (a) organizational expenses (subject to a cap) including costs of preparing and distributing reports and notices; taxes; expenses incurred in connection with negotiating and complying with provisions of any side letter agreement; , (b) expenses, costs and liabilities incurred in connection with the operation, organization and reorganization of the Private Equity Funds and its subsidiaries and their respective portfolio investments and the performance by Great Point and the Private Equity Fund of their respective obligations, including, without limitation, (i) the organization of any alternative investment vehicle or holding vehicle, including documentation related thereto; (ii) the management fee; (iii) all expenses, costs and liabilities incurred in connection with the identifying, evaluation, researching, monitoring, negotiating, refinancing, structuring, organizing, making, sale, proposed sale, other disposition or valuation of actual or proposed portfolio investments and temporary investments for the Private Equity Fund, whether or not consummated (including but not limited to deal initiation expenses, lending, advisory, private placement fees, investment banking, finders, syndication, sales commissions, appraisal fees, taxes, brokerage fees, underwriting commissions and industry and company due diligence in connection therewith), including, but not limited to, expenses of attending industry conferences, third party research, data, analytics, modeling, structuring, “expert networks”, expenses related to obtaining, processing and analyzing “big data” or “alternative data”, consultants, legal, accounting, asset and financial administration, custodian, depository, trustee, record-keeping expenses (including a depositary, representative or paying agent appointed pursuant to the AIFMD or any other similar law, rule or regulation in any relevant jurisdiction), commercial banking, audit and other expenses (to the extent not subject to reimbursement); (iv) all fees, expenses, costs, judgments, settlements and liabilities incurred (including indemnification obligations) in connection with litigation, arbitration, mediation, claims, proceedings, or other extraordinary events (unless the relevant indemnified parties are not entitled to indemnification in connection with such litigation, arbitration, mediation or extraordinary events), D&O liability and other insurance (and all premiums and charges in connection with the maintenance thereof) and indemnity expenses; (v) all taxes, interest, penalties, fees and other governmental charges payable by the Private Equity Fund (other than taxes that are reimbursed by the limited partners), expenses incidental to the transfer, servicing and accounting for the Private Equity Fund’s cash and securities, including all charges of depositories and custodians, and all expenses incurred by Great Point (or its designee) in its capacity as the Private Equity Fund’s partnership representative, or a similar role under applicable state or local tax law; (vi) communications expenses; (vii) travel (including first class and non-commercial travel and all expenses relating to accommodations, meals and entertainment incurred in connection with such

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Methods of Analysis and Investment Strategies The Hedge Funds Each Hedge Fund’s investment objective is to achieve positive excess returns by investing in publicly traded biotechnology, pharmaceutical and life science companies. Great Point believes that by creating a balanced portfolio composed primarily of companies that are undervalued by the public markets, above-average investment returns can be realized. The Hedge Funds pursue a bottom-up research-driven approach to investing in the securities of undervalued, publicly traded health care companies. Securities are purchased and sold in the open market and are also acquired through DNIs many of which are proactively originated by Great Point's investment professionals. Small and mid-cap stocks comprise the majority of the Hedge Funds’ long exposure. In addition to making long investments, the Hedge Funds also endeavor to profit from shorting stocks where Great Point has identified a clear catalyst, including situations in which regulatory approval for a product is unlikely, a new drug or medical device is expected to fail commercially in the marketplace, or company management is not expected to meet the goals they have communicated to investors. Great Point relies principally upon our own financial models and analysis to make investment decisions. Great Point utilizes third party research as a reference point among a series of data points. Managed Account Subject to individual Client restrictions on the exercise of Great Point’s investment discretion, any Managed Accounts’ investment objectives are typically the same as the Hedge Funds. The Private Equity Funds The Private Equity Funds continue Great Point’s focused investment strategy of seeking to find and create investment opportunities in private, primarily profitable, lower middle market, growing health care companies before the opportunity has been identified by others and often before the companies have made a decision to complete a financing. The objective of Great Point’s investment policy for its Private Equity Funds is to achieve positive excess returns while attempting to minimize risk to limited partners. Great Point generates the majority of its investment opportunities through cold calling and established contacts across the country. These contacts include its CEO Advisory Board, entrepreneurs, business brokers, Great Point Clients, accountants, lawyers, and consultants. Great Point also expects that top

executives of companies it has previously backed will continue to assist in originating and evaluating investment opportunities. Great Point conducts its own primary investment research and, to this end, devotes a significant amount of time visiting companies directly. Great Point evaluates a potential investment by examining three critical areas: management, market and product. Great Point’s investment philosophy relies on these fundamental elements of a successful business, not on financial engineering. Before an investment is made, Great Point, with assistance from its team of industry contacts, studies the opportunity and conducts due diligence, including management reference checks, product analyses, regulatory and legal reviews, and rigorous financial and market analyses. Great Point contacts industry experts and utilizes paid consultants. Through this in-depth analysis of investment opportunities, Great Point believes it can maintain a high-quality portfolio and mitigate risk. These strategies and investments involve risk of loss and Clients (and investors) must be prepared to bear the loss of their entire investment. Material Risks General Importance of Dr. Jay, Ms. Nordahl, and Rohan Saikia (“Mr. Saikia”) The Public Equity Funds success’ depends in substantial part upon the skill and expertise of Dr. Jay, Ms. Nordahl and the other individuals employed to assist them. The Private Equity Funds’ success depends in substantial part upon the skill and expertise of Dr. Jay, and Mr. Saikia and the other individuals employed to assist them. Cybersecurity Investment advisers, including Great Point, must rely in part on digital and network technologies (“cyber networks”) to maintain substantial computerized data about activities for client accounts and otherwise conduct their businesses. Such cyber networks might in some circumstances be subject to a variety of possible cybersecurity incidents or similar events that could potentially result in the inadvertent disclosure of confidential computerized data or client data to unintended parties, or the intentional misappropriation or destruction of data by malicious hackers seeking to compromise sensitive information, corrupt data, or cause operational disruption. Cyber-attacks might potentially be carried out by persons using techniques that could range from efforts to electronically circumvent network security or overwhelm websites to intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access. Great Point maintains policies and procedures on information technology security, it has certain technical and physical safeguards intended to protect the confidentiality of its internal data, and takes other reasonable precautions to limit the potential for cybersecurity incidents, and to protect data from inadvertent disclosure or wrongful misappropriation or destruction. Nevertheless, despite reasonable precautions, the risk remains that cybersecurity incidents could potentially occur, and such incidents, in some circumstances, might result in

unauthorized access to sensitive information about Great Point, the Funds or their investors, and/or cause damage to client accounts or Great Point’s activities for the Funds or their investors. Online services provided by Great Point to investors may also be susceptible to compromise. In addition, the portfolio companies held by the Funds may also be the target of a cybersecurity incident or similar event that could potentially result in the inadvertent disclosure of confidential computerized data or client data to unintended parties, or the intentional misappropriation or destruction of data by malicious hackers seeking to compromise sensitive information, corrupt data, or cause operational disruption. A cybersecurity incident at a portfolio company generally would cause financial harm and lead to a loss in value for the Funds and their investors. The service providers of Great Point and the Clients are subject to the same electronic information security threats as Great Point. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Fund and personally identifiable information of investors may be lost or improperly accessed, used or disclosed. Dynamic Investment Strategy While Great Point generally seeks attractive returns for a Fund through the investment strategy and methods described herein, Great Point may pursue additional investment strategies and may modify or depart from its initial investment strategy, investment process or investment techniques to the extent it determines such modification or departure to be appropriate and consistent with the relevant Governing Documents and investment restrictions of the relevant Client. Uncertain Economic, Social and Political Environment Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn would have an adverse effect on the economy generally and on the ability of a Fund and its portfolio companies to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This may slow the rate of future investments by such Fund and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon such Fund’s portfolio companies. Military action and future possible terrorist attacks could adversely affect Fund performance. The military actions around the globe by the U.S. military and others ; the threat or occurrence of terrorist attacks in the future; rising oil, energy and other commodity or material prices (including those resulting from the unavailability thereof); and the military, economic and political responses to unilateral nation-state actions or terrorism all may have material consequences on the U.S. and global economies. We are not able to predict the extent, severity or duration of the effect of any past or future events or quantify the impact that these events may have on investment objectives

or the markets. Trade Disputes and Tariffs Trade tensions and conflicts between the United States and various other countries have been escalating in recent years and, as such, we are exposed to the possibility of product supply disruption and increased costs and expenses in the event of changes to the laws, rules, regulations and policies of the governments of the United States or other countries, or due to geopolitical unrest and unstable economic conditions, including but not limited to the imposition of tariffs. Acts of God and Geopolitical Risks The performance of Great Point’s Clients could be impacted by Acts of God or other unforeseen and/or uncontrollable events (collectively, “disruptions”), including, but not limited to, natural disasters, public health emergencies (including any outbreak or threat of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, ebola, or other existing or new pandemic or epidemic diseases), terrorism, social and political discord, geopolitical events, national and international political circumstances, and other unforeseen and/or uncontrollable events with widespread impact. These disruptions may affect the level and volatility of security prices and liquidity of any investments. There is risk that unexpected volatility or lack of liquidity will impair an investment’s profitability or result in its suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or securities industry participants in other countries or regions. The extent of the impact of any such disruption on Great Point, its Clients, and any underlying portfolio company’s operational and financial performance will depend on many factors, including the duration and scope of such disruption, the extent of any related travel advisories and restrictions implemented, the impact of such disruption on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. A disruption may materially and adversely impact the value and performance of any investment, Great Point’s ability to source, manage and divest investments, and Great Point’s ability to achieve its Clients’ investment objectives, ultimately resulting in significant losses to Clients and investors. In addition, there is a risk that a disruption will significantly impact the operations of the Great Point, its Clients, and their underlying portfolio companies, or even temporarily or permanently halt their operations. Climate Change Climate change presents risks to the operations of Great Point’s portfolio companies, including the potential for additional regulatory requirements and associated costs, and the potential for more frequent and severe weather events and other challenges that may impact their facilities and those of their suppliers and customers.

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Great Point provides advisory services to private funds that are considered hedge funds or private equity funds. The investors participating in the Funds generally include individuals, banks or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices, pension or profit-sharing plans, trusts, estates, or charitable organizations or other corporations or business entities, and include, directly or indirectly, principals or other employees of Great Point and its affiliates and members of their families, as well as service providers or other relationships retained by Great Point including members of the Medical Advisory Board and the CEO Advisory Board. Great Point does not provide investment advice directly to investors in the Funds on an individual basis. Great Point also from time to time provides advisory services to Managed Accounts which in such a case will be institutional investors. The Hedge Funds and the Private Equity Funds generally require a minimum initial subscription from investors and require them to meet suitability requirements. For a Managed Account, Great Point generally requires a significant minimum investment. Great Point may waive minimum account sizes in its sole discretion.

As referenced in Item 5 above, Great Point generally receives performance-based allocations and fees from Clients (other than the Co-Invest Funds). This is compensation based on a share of capital gains on, or capital appreciation of, the assets of the Funds or any Managed Account. The nature of these fees is described in more detail in the applicable Governing Documents for each Client. Performancebased compensation arrangements create an incentive for Great Point to make more speculative investments or increase Great Point's focus on short-term profits rather than focusing on long-term capital appreciation. This could expose the portfolios to additional levels of risk than would be the case if such arrangements were not in effect. Because the performance-based compensation

arrangements create conflicts of interest between Great Point and its Clients, Great Point has adopted a code of ethics that serves to address those conflicts and enforce a standard of conduct for its employees. Please see Item 11 below for a discussion of Great Point’s code of ethics. In addition, managing entities that are charged no or a lower-performance-based fee presents a conflict of interest because Great Point has an incentive to favor Clients for which it receives the highest performance-based compensation. Great Point has also addressed this conflict of interest by maintaining an investment allocations / co-investment policy designed to assist Great Point to allocate investment opportunities among its Clients consistent with Great Point’s fiduciary obligations to, and underlying Governing Documents (if applicable) for, the relevant Client(s) (which, in some cases, include provisions requiring that allocations be made in a particular manner).

Neither Great Point nor its management persons are registered, or have an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of thereof. An affiliated entity of Great Point, GPP Securities, LLC (“GPPS”), is registered as a member firm with FINRA and a registered broker-dealer with the SEC. GPPS has and will enter into certain transaction services agreements with portfolio companies of Private Equity Clients to provide certain transaction-based advisory services (“Services”). Great Point has an incentive to recommend GPPS, as its affiliate to portfolio companies raising a conflict of interest between Great Point and the interests of its Private Equity Clients who share in proceeds returned from its portfolio companies. Great Point believes this conflict is mitigated because Great Point believes such services will enhance portfolio company performance and, relatedly, returns of the relevant Fund, and because senior management of the relevant portfolio company, which has a vested interest in minimizing their company’s expenses, is required to contractually approve any such arrangements for Services with GPPS. Whether or not Great Point has a relationship or receives financial or other benefits from recommending GPPS for Services, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. Great Point’s relationship with the General Partners and their respective members and officers is material to Great Point’s advisory business, as the General Partners are responsible for managing the business of the Funds, other than investment advisory activities. Great Point does not recommend or select other investment advisers for its clients from whom Great Point receives compensation, directly or indirectly, or have other business relationships with any such advisers that create a material conflict of interest.

Great Point has adopted a code of ethics policy (the “Code”) pursuant to Rule 204A-1 under the Advisers Act. The Code obligates all employees to put Great Point’s Clients’ interest over their own. The purpose of the Code is to (i) educate employees about the laws governing their conduct, (ii) remind employees that they are in a position of trust and must act with complete propriety at all times, (iii) guard against violation of the federal securities laws, (iv) protect Great Point’s Clients by deterring misconduct, and (v) establish procedures for employees to follow so that Great Point can assess whether employees are complying with the highest ethical principles. The Code also sets forth procedures (i) requiring the disclosure by employees of personal securities transactions; (ii) requiring preclearance of certain personal securities transactions; (iii) requiring review by the firm of employee personal securities transactions; (iv) requiring preclearance for employee political contributions; and (v) prohibiting the use of material non-public information. All employees must certify that they have received, read and understand our Code when they are hired, on an annual basis, and when it is amended. Principals and employees of Great Point directly or indirectly own interests in one or more of the Funds. Such practice presents a conflict of interest in that Great Point has an incentive to act according to the interests of its principals and employees. As stated above, the Code obligates Great Point and its employees to place client interests ahead of their own. A copy of the Code is available to potential or existing Clients, upon request, and can be obtained by contacting Adam Felsenthal, Great Point’s Chief Compliance Officer.

Public Equity Clients Great Point has complete discretion in deciding what broker-dealers the Public Equity Clients will use and in negotiating the commission rates. In selecting brokers to effect portfolio transactions, Great Point considers such factors as the ability of the brokers to effect the transactions, the brokers’ reputation, financial condition, infrastructure, alternative trading options, and ability to provide research and commission rates charged, among other factors. Broker-dealers selected by Great Point may also provide capital introduction services, including possible investor referrals. Although Great Point may have an incentive to use these broker-dealers to execute Public Equity Client transactions over others, Great Point’s broker-dealer selection procedures are designed to ensure that it does not consider capital introduction services or referrals in determining what broker-dealers to use for Public Equity Client transactions. Great Point does not necessarily solicit competitive bids and offers and does not have an obligation to seek the lowest available commission cost. Consequently, Great Point will determine that the commissions charged by a broker are reasonable in relation to the value of the brokerage, research and related products or services provided by such broker, even if the commission charged by that broker will not necessarily be the lowest. Great Point believes that “soft dollar” commissions expended with its brokers provide important value to its Public Equity Clients. Research products or services provided may include research reports on particular industries and companies, economic surveys and analyses, invitations to industry conferences and opportunities to meet with senior company management, recommendations as to specific securities and other products and services, as well as access to industry consultants that provide assistance to Great Point in the performance of its investment decision-making process. While Public Equity Clients in some situations will pay higher commissions or receive execution at a less favorable rate than it would from another brokerage, creating conflicts of interest between benefits received by Great Point and the interests of its Clients, Great Point believes this conflict is mitigated because Great Point’s Best Execution Committee reviews its brokerage relationships on a quarterly basis based on an analysis performed by a third-party consultant to ensure that its relationships provide value to its Public Equity Clients and that Great Point provides best execution to its clients. Great Point’s use of “soft dollars” is within the parameters of Section 28(e) of the Securities Exchange Act of 1934. Research obtained with soft dollars commissions, paid by the Public Equity Clients, may be used to service Clients other than the Public Equity Clients. Where a product or service obtained with soft dollars provides both research and non-research assistance, Great Point will allocate the cost of the services to the affected Public Equity Clients, in proportion with the value of the services that each relevant Public Equity Client receives. The use of the Public Equity Clients’ brokerage commissions to obtain research and products and services raises conflicts of interest. For example, Great Point will not have to pay for the research or other products and services itself. This creates a financial incentive for the firm to select or recommend a broker-dealer based on its interest in receiving those products and services, rather than on Public

Equity Clients’ interest in receiving most favorable execution. However, as discussed above, Great Point has established a Code of Ethics policy that requires it to place the interests of Clients ahead of its own. In certain circumstances, including as a result of a cash flow coming in or out of Public Equity Clients, Great Point may rebalance Public Equity Clients’ accounts by effecting cross-trades between the other Public Equity Clients. In effecting a cross-trade, Great Point seeks to reduce the transaction costs and market impact to its Public Equity Clients. Great Point’s policies and procedures require it to allocate investment opportunities among our Public Equity Clients in a fair and equitable way. Trades are aggregated and allocated, subject to Great Point’s discretion, among the Hedge Fund Clients and any long/short Managed Accounts based on equal percentages. Client accounts not pursuing the same investment strategy are likely to have different target allocations. Notwithstanding the above, and for the avoidance of doubt, Great Point may determine a different manner of allocating trades. The Private Equity Funds Investments that Great Point makes in the Private Equity Funds are generally investments in private companies or purchases in private placements and may involve brokers. Great Point uses brokers to sell public stock received when a private company completes an initial public offering or is acquired by a public company in exchange for stock. Brokers selected for the sale of public stock in the Private Equity Funds are selected in the same manner as brokers selected for the Public Equity Clients. GPP Securities, LLC, our affiliated broker dealer, from time to time effects securities transactions for portfolio companies within our private equity portfolios and, in connection therewith, receives transaction fees. See Item 10 for more information regarding Great Point’s practices and conflicts of interest in connection therewith.

Broker-dealers that we use to execute client transactions as discussed in Item 12 (Brokerage Practices) above provide Great Point with research and/or execution-related products or services. Great Point and/or its affiliates provide certain business or consulting services to companies in a Private Equity Fund’s portfolio and receive compensation from these companies in connection with such services. As an example, GPP Securities, LLC, our affiliated broker dealer, from time to time performs certain services for portfolio companies within our private equity portfolios and in connection therewith receives transaction-based compensation. As described in the Governing Documents, this compensation, offsets a portion, but not all, of the management fees paid by a Private Equity Fund. Please see the section above entitled Fees and Compensation for more information. Great Point has utilized the services of a placement agent for introductions to certain non-US investors in Fund III and GPP IV, but is not currently retaining one.

None.

Public Equity Clients Dr. Jay and Ms. Nordahl are the members of the Investment Committee of the Public Equity Clients (the “HF Committee”). The HF Committee and other investment staff reviews position sizes, restrictions, and risk tolerances at least once a week and generally several times a week. The limited partners and shareholders of Hedge Fund Clients are provided investment performance commentaries and account statements monthly. Additionally, Great Point prepares and provides a written annual review of performance. Managed Account The institutional investor investing in any Managed Account may or may not controls, value and administer the securities in the Managed Account. The Private Equity Funds Dr. Jay, Mr. Saikia are the members of the Investment Committee of the Private Equity Funds (the “PE Committee”). The PE Committee and other Great Point employees that are members of the Private Equity team typically meet at least twice weekly to discuss current portfolio companies, needed initiatives and action plans. Limited partners in the Private Equity Funds are provided with unaudited quarterly reports that summarize developments relating to the Private Equity Fund’s portfolio companies, annual audited financial reports, and tax information necessary for the completion of any applicable federal tax returns. Great Point writes an annual review at year-end that is distributed to investors summarizing performance, investments and the outlook for the coming year. Great Point holds meetings at frequencies in accordance with the Governing Documents of the relevant Private Equity Funds offering investors the opportunity to review and discuss the Private Equity Funds' activities.

Great Point has established accounts with qualified custodians to hold funds and securities on behalf of its Clients. The financial statements of the Hedge Funds, Private Equity Funds and Co-Invest Funds are subject to annual audit in accordance with generally accepted accounting principles by independent accountants who are registered with the Public Company Accounting Oversight Board and are required to be distributed to fund investors within 120 days of the end of a fund's fiscal year. Investors are urged to carefully review such audited statements and compare them to reports provided by Great Point. The institutional investor investing in any Managed Account may control, value and administer the securities in the Managed Account and trades may be settled on a basis equivalent to delivery versus payment. In such a case Great Point will not have custody over such a Managed Account.

Great Point provides investment advisory services on a discretionary basis to its Clients. Great Point has discretionary authority to determine the type, amount and price of securities and investments to be bought and sold on behalf of each Client, including the selection of, and commissions paid to, brokerdealers.

To the extent Great Point has been delegated proxy voting authority by its Clients, it has adopted and follows proxy voting policies and procedures that are designed to ensure proxies are voted in the best interests of its Clients. The guiding principle by which Great Point votes all proxies is the maximization of the ultimate long-term economic value of the relevant Client holdings. Great Point’s policies and procedures do not permit proxy voting decisions to be influenced in any manner that is contrary to this guiding principle. In exercising its voting discretion, Great Point seeks to avoid conflicts of interest between its Clients and its voting decision. Great Point has engaged Broadridge Investor Communication Solutions, Inc. to help manage the proxy voting process. Copies of relevant proxy logs identifying how proxies were voted and copies of proxy voting policies are available to any client upon written request to: Adam Felsenthal, Chief Compliance Officer, Great Point Partners, LLC, 165 Mason Street, 3rd Floor, Greenwich, CT 06830.

Great Point does not require or solicit prepayment of advisory fees six months or more in advance. Great Point does not have any financial commitments that might impair current or future ability to meet our contractual commitments to clients and we have not been the subject of a bankruptcy petition at any time during the past ten years.