Ikarian Capital, LLC

A. Advisory Firm Description. The Adviser is a Delaware limited liability company and has its principal place of business in Dallas, Texas. The Adviser was formed in 2015 by its founders, Neil Shahrestani and Chart Westcott. Vikram Khanna joined the Adviser prior to the launch of its business and is also considered a co-founder. Chart Westcott retired from his managerial positions at the Adviser in 2022, but the principal owners continue to be (directly or indirectly) Neil Shahrestani and Chart Westcott. B. Advisory Services Offered. The Adviser provides discretionary investment advisory services to clients structured as (i) private investment funds comprised of sophisticated, qualified investors, including but not limited to, high net worth individuals, trusts, partnerships, corporations, funds of funds, family offices and other institutions (each, a “Fund” and together, the “Funds”); and (ii) separately managed accounts generally organized for the benefit of private investment funds for which the Adviser acts as a sub-adviser, but that may also be beneficially owned directly by funds of funds, pension plans, endowments, foundations, or other institutions (each, a “Separate Account” and together, the “Separate Accounts” and, collectively with the Funds, the “Clients”). The Funds are generally organized in a masterfeeder structure in which the master fund is a Cayman Islands exempted limited partnership, and the feeder funds include a U.S.-domiciled feeder fund organized as a Delaware limited partnership and a non-U.S. domiciled feeder fund organized as a Cayman Islands exempted company. The feeder funds invest all or substantially all of their assets in, and conduct their investment activities indirectly through, the master fund. See Item 7 “Types of Clients” of this Brochure for additional discussion on types of Clients and investors therein. The Adviser seeks to generate consistently high, risk-adjusted returns for its Clients that are uncorrelated to the broader market. The Adviser seeks to achieve this objective primarily through employing a fundamental approach to identify investment opportunities across the biotechnology and pharmaceutical sub-sectors in an effort to construct a portfolio of high conviction ideas with asymmetric risk/reward payoffs. See Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss” of this Brochure for additional information on the Adviser’s investment strategy. C. Tailored Advisory Services. While each of its Clients follows the general investment objective and strategy stated above, the Adviser provides specific advisory services with respect to each Client based on the particular investment objectives and strategies described in the applicable Client’s (i) confidential offering memorandum or separate account agreement (as applicable) and (ii) governing documents (referred to collectively as “Offering Documents”), and not in accordance with the individual objectives of any particular underlying investor or beneficial owner of a Client. The Offering Documents of the Funds generally contain no restrictions on investing in any type of security. However, the Offering Documents of the Separate Accounts generally do set forth certain specific investment guidelines and parameters that have included restrictions on investing in (or limiting exposure to) certain types of securities, which can result in disparate performance compared with other Clients employing a similar investment objective and strategy. D. Wrap Fee Arrangements. The Adviser does not participate in wrap fee agreements.

E. Amount of Client Assets. As of December 31, 2025, the Adviser’s regulatory assets under management was $697,961,635.20 in discretionary assets and $0.00 in non-discretionary assets. All information in this Brochure with respect to the investment objective and strategy of any Client of the Adviser (or any other term applicable to a specific Client) is qualified in its entirety by reference to the Offering Documents of such Client. There can be no assurance that any Client will achieve its investment objective or that an investment in any Client will be profitable.

A. Advisory Services Compensation. Below is a discussion of how the Adviser is compensated in connection with providing advisory services to its Clients. The Adviser may enter into different fee arrangements on a Client-by-Client basis. Advisory Fees Related to Funds Management Fees. For its advisory services to the Funds, the Adviser is entitled to a management fee (the “Management Fee”) at an annual rate of (i) one and a half percent (1.5%) with respect to each investor’s account attributable to Founders Class interests and two percent (2.0%) with respect to each investor’s account attributable to Class B interests. The Management Fee is calculated and paid each calendar month in advance. In the event of a full withdrawal by an investor who participates in one or more Special Investments (as defined in Item 8 of this Brochure), a portion of the withdrawal proceeds will be held back to pay for Management Fees expected to be earned over the life of any applicable Special Investments (the “Management Fee Reserve”). Upon the realization or deemed realization of a relevant Special Investment, any unused Management Fee Reserve associated with such Special Investment will be paid to such investor. In the event the Management Fee Reserve is insufficient to pay for Management Fees with respect to an investor’s interests in Special Investments, a statement may be invoiced to such investor providing for the payment of the Management Fee with respect to such investor’s interests in such Special Investments. In any event, the amount of any subsequent proceeds or distributions paid with respect to an investor’s interest in a Special Investment may be reduced by an amount equal to any insufficient or unpaid Management Fees (together with interest), and such amounts may be remitted to the Adviser. Performance Allocations. Additionally, an affiliate of the Adviser is entitled to a performancebased profit allocation (the “Performance Allocation”) at the end of each calendar year equal to fifteen percent (15%) with respect to each Founders Class account and twenty percent (20%) with respect to each Class B account of the net profits attributable to each investor’s interest in a Fund, but only to the extent that such profits exceed any losses carried forward from prior years. Net profits include unrealized appreciation or depreciation of portfolio positions, but generally include only realized amounts in the case of any Special Investments (as defined in Item 8 of this Brochure). A Performance Allocation will also be calculated and allocated using the same methodology described above with respect to withdrawn capital as of any date of withdrawal with respect to an investor. In the event of a partial withdrawal, the amount of losses carried forward from prior years (if any) will be reduced in proportion to the amount withdrawn. With respect to an investor who has fully withdrawn from a Fund (other than such investor’s interest in any Special Investments), a Performance Allocation with respect to a realized Special Investment will be charged as of the date of the realization or deemed realization of such Special Investment. The Performance Allocation may be calculated and allocated separately for each capital contribution or subscription by an investor in a Fund. The Management Fee and Performance Allocation set forth in a Fund’s Offering Documents are generally not negotiable. However, the Adviser has agreed and may agree with certain

investors to a variation or waiver of the Management Fee, Performance Allocation and/or other terms set forth in a Fund’s Offering Documents. Advisory Fees Related to Separate Accounts Management Fees. The Management Fee associated with advisory services performed for a Separate Account is negotiated with each account and specified in each account’s Offering Documents. Management Fees may be payable on a monthly or quarterly basis and may range up to two percent (2.0%) per annum of an account’s asset value, but have been typically structured at more favorable rates than other types of Clients based on account size and/or other factors. Management Fees have also been calculated and payable on a notional account value or as a “draw” against performance fees. Performance Fees. The Adviser is generally also entitled to a performance-based fee for its advisory services to a Separate Account (the “Performance Fee”), which may be payable as of the end of each calendar quarter or year. Performance Fee rates and terms associated with the Separate Accounts are negotiated with each account and specified in each account’s Offering Documents. Separate Accounts may be charged a Performance Fee of up to twenty four percent (24%) per annum of the net profits generated by the account, but generally only to the extent that such profits exceed any losses carried forward from prior years. In unique circumstances, a Separate Account has paid, or may pay, a higher Performance Fee in exchange for a reduction in, or in lieu of, a Management Fee. B. Payment and Timing of Fees. Management Fees and Performance Allocations due from the Funds are deducted directly from the underlying investors’ accounts and Management Fees and Performance Fees due from the Separate Accounts are payable upon invoice to the account holder, in each case, at the times indicated in Item 5.A. above and as set forth in the Offering Documents of the applicable Client. C. Other Fees and Expenses. Each Client pays or reimburses the Adviser or its affiliates for other fees and expenses associated with such Client’s operations as set forth in the Offering Documents of such Client. A summary of such other fees and expenses is provided below. Withdrawal Fees. Investors in a Fund who withdraw all or part of their investment before the twelve (12) month anniversary of the date of their investment are generally required to pay a withdrawal fee, for the benefit of the master fund in the Funds’ master-feeder structure described in Item 4 of this Brochure, equal to four percent (4%) of the aggregate amount withdrawn. Organizational Expenses. A Fund bears, and reimburses the Adviser and its affiliates for, all costs, fees and expenses incurred in connection with the formation and organization of a Fund (including legal and accounting fees). Fund Expenses. Other fees and expenses charged by a Fund include all fees, costs and other expenses incurred in connection with the business, activities, operations and investments of a Fund including, without limitation, the following categories of expenses: (a) a feeder fund’s proportionate or allocable share of the master fund’s expenses and costs; (b) all expenses incurred in connection with a Fund’s offering, including, but not limited to, marketing and offering expenses (including subscriptions to investor databases and attendance at allocator

conferences), travel (including the cost of first class or business class commercial airfare), meal, lodging, entertainment expenses in connection with marketing or offering of Fund interests to existing and prospective investors or otherwise in connection with offering interests, documentation of performance and the admission of investors; (c) all operating and administrative expenses relating to the operation and business of a Fund such as tax preparation fees (including, without limitation, any such fees related to the preparation of tax returns and Schedule K-1s, if applicable), governmental fees and taxes (or any other governmental charges levied against a Fund), Fund administrator fees, custodial and prime brokerage expenses and fees, communications with investors and ongoing legal, accounting, auditing, administration, appraisal, bookkeeping, consulting and other professional fees and expenses, including for litigation, and preparation of a Fund’s financial statements and reports; (d) all Fund costs, expenses and charges incurred in connection with the investment and trading activities of a Fund (e.g., brokerage commissions, mark-ups, margin interest, expenses related to short sales, custodial fees, clearing and settlement charges and other transaction costs to brokers and expenses relating to or in respect of middle office support services); (e) legal, professional and other advisory and consulting expenses incurred in connection with investment due diligence and negotiation, monitoring or the assertion of rights or pursuit of remedies (including, without limitation, pursuant to bankruptcy or other legal proceedings, or participation in informal committees of creditors or other security holders of an issuer); (f) all fees and other expenses incurred in connection with the investigation, prosecution, or defense of any claims or regulatory investigations or examinations or inquiries by, against or involving a Fund or relating to a Fund’s activities or the Adviser’s activities on behalf of, or with respect to, a Fund (including, without limitation, legal, regulatory, compliance and other costs and expenses incurred by the Adviser and its affiliates in connection with their activities on behalf of a Fund); (g) interest on, and fees and expenses arising out of, all borrowings made by a Fund; (h) expenses of any meetings of or reports to the investors or existing or prospective investor communications, notices or letters (including any investor relationship management and portfolio analytics platforms or software associated therewith); (i) costs of compliance with applicable laws and regulations of governmental and self-regulatory bodies, including costs incurred by the Adviser and its affiliates in complying with applicable laws and regulations that apply to any such entities as a result of their services to a Fund; (j) the costs of any litigation and indemnification relating to the affairs of a Fund and its activities and investments; (k) fees and expenses related to third-party research, publications, data and data services (including pricing services) (such as Bloomberg services), including research provided by banks, brokerage firms and other vendors (regardless of the mechanism used to pay for such research), expert matching services, news services, business and political analysis services, due diligence and other investigative services, pricing feeds (including real-time pricing and historical pricing and other data) and a wide range of other data, including data about markets, financial instruments, issuers and other inputs into models or systems; (l) a Fund’s expenses associated with forming and maintaining the legal existence of a Fund, including directors’ fees, administrators’ fees and other operating costs; (m) investment, operations, portfolio, trading, reporting, and monitoringrelated software, including trade order management software (i.e., software used to route trade orders) and related connectivity costs; (n) all expenses and costs incurred in connection with any regulatory, legal or other filings, reports or registrations required to be made with respect to a Fund or a Fund’s activities or investments, such as Form PF, Schedule 13D/G, Section 16 filings and any other filings or reports required to be made with respect to a Fund or a Fund’s investments or activities under applicable laws, rules and regulations (including, without limitation, software, platforms, and/or services for monitoring positions, shareholder reporting, short selling disclosure obligations and other applicable filing and reporting requirements), but

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Principal Investment Strategy Overview The Adviser seeks to identify compelling long and short investment ideas primarily in biotechnology and pharmaceutical companies. The Adviser analyzes financial and scientific information in an effort to discover event-driven investment opportunities throughout the lifecycle of a new drug therapy that potentially exhibit asymmetric risk/reward profiles. There may be multiple investable situations in the development process of a therapeutic, beginning with the science related thereto and progressing to various pre-clinical and clinical trials, regulatory approvals, and commercial viability. The Adviser’s investment strategy aims to capture idiosyncratic alpha around these value inflective events by creating an optimal trade structure primarily through a mixture of equities and/or options. Specific catalysts for investments include (among other things): clinical data, statistical trial designs, regulatory decisions, product launches, prescription trends, competitive dynamics, intellectual property disputes, and distressed situations. The Adviser seeks to invest where it believes there is a margin of safety with a positively skewed risk/reward ratio and a clear exit strategy defined by the event-specific time horizon. Types of Security Investments The Adviser primarily trades and invests in publicly-traded equity securities and listed options, but may also trade and invest in other publicly-traded or private financial instruments to the extent deemed appropriate by the Adviser, including without limitation, common stocks, preferred stocks, limited partnership interests, warrants, equity derivatives, convertible securities, debt securities, promissory notes, exchange-traded products, unlisted options, shares of beneficial interest, convertible preferred obligations, rights, options, puts and calls with respect to the foregoing, and to a limited extent, commodity interests (futures, options on futures, certain swaps subject to regulation by the Commodity Futures Trading Commission), other swaps and derivatives of any kind. Special Investments From time to time, certain Clients have acquired, and may acquire, securities, financial instruments and other assets that the Adviser determines (i) lack a readily ascertainable market (or have a limited market or are otherwise illiquid), including private investments, unregistered or restricted securities or other assets that are not freely tradeable or are otherwise illiquid, and/or (ii) should be held by a Client until the resolution or occurrence of a special event or circumstance, which generally will be outside the control of the Adviser, such as the registration of such securities by the issuer pursuant to applicable securities laws. The Adviser may (but is not required to) designate any such securities, financial instruments or other assets (together with related hedges, financings or similar investments) as special investments in accordance with the terms and conditions set forth in the applicable Offering Documents (“Special Investments”). The Adviser may determine that, for various reasons, an asset that initially was not a Special Investment should thereafter be deemed to be a Special Investment. The Adviser generally will be authorized and empowered to make any and all determinations and decisions with respect to Special Investments and the status thereof (including, without limitation, the exclusive authority to determine whether or not to designate an investment as a “Special Investment” and whether or not to continue to designate or classify any Special Investment as a “Special Investment” for all or any purpose). Client capital that is allocated or attributable to a Special Investment generally is not available for withdrawal until such Special Investment is liquidated, or until the Adviser determines that such investment need not be treated as a Special Investment anymore (such determination, a “deemed realization” of such Special Investment). Clients and investors in a Fund Client generally will have the option of whether to elect to participate in Special Investments as further described in the applicable Offering

Documents. For important information and disclosures regarding Special Investments, please carefully review the applicable Offering Documents. Methods of Analysis The Adviser generates its investment ideas from the institutional knowledge and familiarity of the investment team with companies in the biotech sub-sector, healthcare conferences, clinical data testing events and other sources. After an idea has been generated, the Adviser’s investment team conducts a preliminary fundamental analysis to seek to understand the key factors, catalysts, and event path facing a stock. Once a favorable initial conviction is identified, the team begins a rigorous analysis of available scientific and financial information on a company. This information may include, but is not limited to: breaking down the molecular structure of or science behind a drug, analyzing data from any clinical trials, understanding the regulatory environment for the drug, sizing the commercial opportunity, assessing the expense reimbursement potential for the drug, looking at the management of the company, and sifting through financial information and company filings. Based on its review of the available data, the Adviser determines a risk/reward ratio for a stock given its estimated event path timeline and other factors. If the ratio is deemed appropriate, then the investment team will rank the conviction of the name versus the rest of the portfolio. The investment will be sized according to conviction. Once an investment is in the portfolio, the Adviser continuously reviews its investment thesis as new information on the drug or company becomes available or the event occurs, and the position is monetized. The investment strategy, types of securities and methods of analysis summarized above represent the Adviser’s current principal intentions. Depending on conditions and trends in the financial markets and the economy in general, the Adviser generally may pursue any objective, employ any investment techniques or purchase any type of financial instrument whether or not described in this Brochure. At times, Clients have held or may hold financial instruments of issuers with limited or no exposure to the biotechnology or pharmaceutical industries. The foregoing summary is qualified in its entirety by the information contained in the Offering Documents of the Clients. Risk Factors

An investment in or through a Client involves a substantial degree of risk and is intended and appropriate only for investors whose sophistication and financial resources are sufficient to enable them to evaluate such an investment and to assume such risks, including the risk of complete loss of their investment. In evaluating whether to invest in or through a Client, prospective investors are encouraged to carefully consider the following risk factors, as well as additional risk factors included in the Client’s Offering Documents, among others. Investors are urged to consult with their own financial, legal and tax advisors before making any decision regarding an investment in or through a Client. The various risks discussed below are not the only risks associated with an investment in or through a Client. Any statements set forth below regarding the future activity of a Client and opportunities in the markets are forward-looking statements. The matters discussed in such statements may be affected by a number of events, including general market and economic conditions and the other factors described in this Brochure or in the Offering Documents of a Client.

General Economic and Regulatory Risks General Economic and Market Conditions. The success of a Client’s activities is affected by and subject to general economic, market and geopolitical conditions, such as changes in interest rates,

availability of credit, inflation rates, commodity prices, economic or market uncertainty, changes in laws (including laws relating to taxation or regulation of a Client’s investments), trade barriers, trade wars, tariffs, protectionist regulatory policies, unemployment rates, release of economic or employment data, global or regional supply chain disruptions, delays and issues, currency exchange controls, national and international political circumstances and developments and other circumstances and occurrences (including without limitation, wars, epidemics, pandemics, outbreaks of disease, terrorist acts, security operations, bank failures or financial institution instability, disruptions in the financial industry, natural disasters, cyber-attacks, recessions and disruptions in government operations), as well as changes in government or regulatory policy precipitated by the foregoing. These and other factors, conditions and circumstances may affect the level and volatility of securities or investment prices, the correlations and relationships between the prices of various securities and investments, and the liquidity of Client investments in ways that impair a Client’s profitability or result in losses. Unpredictable or unstable market, economic and other conditions and developments, or changes in market and economic conditions, may also result in reduced opportunities to find suitable and appropriate investments to deploy capital, impair or adversely affect the value of investments, or make it more difficult to exit and realize value from investments. From time to time, including during the beginning of the COVID-19 global pandemic and during 2008-2009, various markets around the world have experienced extreme periods of volatility, illiquidity, correlation with other markets, negative (or positive) performance, and other disruptions and conditions that would previously have been viewed as extremely unlikely or even impossible. Such market, economic and financial developments have led to large losses and insolvencies at numerous financial and investment firms soon thereafter, and significant governmental interventions. For example, during the second half of 2008, the state of the U.S. and worldwide economy deteriorated into a severe recession which lasted several years. If a similar economic or market or financial event or situation were to occur in the future, Clients could experience a reduction in attractive investment opportunities and Client investments could be impaired or affected in many ways that cannot be predicted or prevented. The short-term and the longer-term impact of these events are uncertain, but they could continue to have a material effect on general economic conditions, consumer and business confidence and market liquidity. Any economic downturn resulting from a recurrence of such marketplace events and/or continued volatility in the financial markets could adversely affect the financial resources of a Client’s investments. Additionally, there has been significant discussion, dialogue and recent actions regarding significant changes to U.S. trade policies, legislation, treaties and tariffs affecting various countries and trade partners. Tariffs, protectionist or nationalist policies, and other trade restrictions or actions imposed by the U.S. government and any further similar changes in U.S. trade policy have triggered some, and could trigger additional, retaliatory actions by affected countries and trade partners, resulting in “trade wars”. In addition, trade tensions between the European Union and China have also escalated, with the European Union considering measures to address Chinese overcapacity in certain industries (e.g., the electric vehicle, solar, wind, semiconductor and pharmaceutical industries). Such measures, and potential Chinese retaliation, may affect global markets and sectors in which Clients invest. At this time, it is unknown whether and to what extent additional new legislation will be passed into law, pending or new regulatory proposals will be adopted (including with respect to bank reform), international trade agreements will be negotiated, or the effect that any such action would have, either positively or negatively, on a Client or its investments. Investments can be expected to be sensitive to the performance of the overall economy. Moreover, a serious pandemic, natural disaster, armed conflict, threats of terrorism, terrorist attacks, global pandemics or outbreaks of disease, the impact of military or other action, bank failures, government shutdown or work stoppage could severely disrupt global, national and/or regional economies. A resulting negative impact on economic fundamentals and consumer and business confidence may negatively impact market value, increase market volatility and reduce liquidity, all

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As discussed in Item 4 “Advisory Business” of this Brochure, the Adviser provides investment advisory services to Clients structured as (i) Funds comprised of sophisticated, qualified investors, including, but not limited to, high net worth individuals, trusts, partnerships, corporations, funds of funds, family offices and other institutions; and (ii) Separate Accounts generally organized for the benefit of private investment funds for which the Adviser acts as a sub-adviser, but that may also be beneficially owned directly by pension plans, endowments, foundations, or other institutions. To subscribe for an interest in a Fund domiciled in the U.S., each prospective investor generally is required to certify that it is, among other things, (a) both (i) a “U.S. Person,” as such term is defined in Rule 902(k) of Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) a “United States person,” as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, (b) an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and (b) a “qualified purchaser,” as such term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “Company Act”), or a “knowledgeable employee” with respect to the Adviser, as such term is defined in Rule 3c-5 under the Company Act. To subscribe for an interest in a Fund domiciled outside the U.S., each prospective investor generally is required to certify that it is, among other things, (i) either (a) not a “United States person”, or (b) a tax-exempt “United States person”, (ii) an “accredited investor”, and (iii) a “qualified purchaser”, as such terms are defined above. In general, account holders of Separate Accounts make similar certifications as set forth above. The minimum investment in a Fund is $1,000,000, although the Adviser has accepted and may accept investments in a lesser amount at its sole discretion. The minimum investment for opening a Separate Account is negotiable. Additional information on investor eligibility requirements is set forth in the Offering Documents for each Client.

As described in Item 5 above, the Adviser or its affiliates generally receives a performance-based fee or allocation from all Clients, which is generally calculated on a basis that includes unrealized gains as well as realized gains. These fees are subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended, in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3, which requires that performance-based fees only be charged to “qualified clients” (as such term is defined in Rule 205-3). Performance-based fees, in general, create an incentive for the Adviser to make investments that are riskier and more speculative than would be the case in the absence of a performance-based fee. Employees and other supervised persons of the Adviser who are compensated to some extent based upon Client trading profits for which they are responsible face the same potential conflict of interest. As discussed throughout this Brochure, the Adviser manages multiple Clients with similar investment strategies on a side-by-side basis. Different types of Clients pay varying levels of fees, including performance-based fees, as disclosed in Item 5 above. In addition, the Adviser, its affiliates and employees have different ownership interests in the Clients. The Adviser, its employees and other supervised persons face conflicts of interest that arise out of managing Clients at the same time with varying fee arrangements and proprietary ownership interests. For example, such differing fee arrangements and different levels of proprietary financial interests create an incentive to favor higher fee-paying Clients or Clients in which the Adviser, its affiliates and employees have a greater ownership interest over other Clients with respect to (i) the allocation of investment opportunities, including but not limited to, limited investment opportunities or investments that the Adviser regards as more attractive or have the potential for better performance and (ii) the allocation of the Adviser’s or its employees’ time or other resources. To address the conflicts of interest discussed above, the Adviser has implemented reasonably designed policies and procedures that seek to allocate investment opportunities among Clients in a manner that the Adviser considers to be fair and equitable over time, taking into account any relevant facts and circumstances. See “Conflicts of Interest – Allocation of Investment Opportunities” under Item 10.C. of this Brochure. See also “Conflicts of Interest" generally under Item 10.C. of this Brochure and the Offering Documents of a Client for additional disclosure on various actual and potential conflicts of interest that exist among the Adviser, its affiliates, employees, other supervised persons and Clients.

A. Broker-Dealer Registration. The Adviser is not registered, and does not have an application pending to register, as a broker-dealer or registered representative of a broker-dealer. Currently, one employee of the Adviser is a registered representative of a broker-dealer. However, neither the employee nor the Adviser are currently conducting any broker-dealer activities under the registration. B. Commodity Futures Trading Commission Registration. Neither the Adviser nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. The Adviser and certain affiliates have claimed exemptions from registration with the U.S. Commodity Futures Trading Commission as a commodity pool operator and commodity trading advisor on behalf of its Clients. C. Material Relationships or Arrangements and Conflicts of Interest. As referenced in Item 4 “Advisory Business” of this Brochure, certain Clients of the Adviser are private investment funds organized in a master-feeder structure in which Ikarian Healthcare Master Fund, L.P., a Cayman Islands exempted limited partnership acts as a master fund (the “Master Fund”), Ikarian Healthcare Fund, L.P., a Delaware limited partnership acts as a U.S.domiciled feeder fund (the “U.S. Feeder Fund”) and Ikarian Healthcare Offshore Fund, Ltd., a Cayman Islands exempted company acts as a non-U.S. domiciled feeder fund (the “Non-U.S. Feeder Fund”). The U.S. Feeder Fund and the Non-U.S. Feeder Fund invest all or substantially all of their assets in, and conduct their investment activities indirectly through, the Master Fund. Ikarian Healthcare Fund GP, L.P., a Delaware limited partnership and an affiliate of the Adviser, acts as general partner (the “General Partner”) to the U.S. Feeder Fund and the Master Fund. The General Partner has delegated investment advisory authority with respect to the U.S. Feeder Fund and the Master Fund to the Adviser pursuant to an investment management agreement. The Adviser has no other relationships or arrangements with any related person listed in the instructions to Item 10.C. of this Brochure that are material to its advisory business or to its Clients. Conflicts of Interest General The Adviser, its affiliates and their principals, employees and other supervised persons are engaged or involved in or may in the future be engaged in or involved in, a broad range of activities and matters, including advisory and management services, both for their own accounts and for the accounts of others. In addition to serving as investment manager to Fund Clients, the Adviser provides or performs various investment management, advisory, sub-advisory and other services to Separate Account Clients. Employees and supervised persons of the Adviser are also involved, and may in the future be involved, in outside personal and business activities. These activities of the Adviser and its affiliates present or raise actual or potential conflicts of interest. The Adviser and its affiliates will be guided by their respective fiduciary duties to its Clients, and generally will attempt or endeavor to manage or address or mitigate or disclose such actual or potential conflicts in good faith (to the extent identified by the Adviser or its affiliates) and will seek to ensure that the interests of its Clients are represented or considered (as determined

in the sole discretion of the Adviser and its affiliates). However, if the Adviser or an affiliate determines in its sole discretion that it is necessary or appropriate to attempt to seek to resolve or mitigate or address such potential or actual conflict, the Adviser or its affiliates reserves the right (and will have the discretion or authority) to take such steps, measures and/or actions as the Adviser or an affiliate deems necessary or appropriate in its sole discretion, even if (subject to applicable law), such steps or measures or actions would require a Client to, among other things, (i) forego an investment opportunity or divest of an investment that, in the absence of such conflict, the Client would have made or continued to hold or (ii) otherwise take actions or pursue measures (including in respect of any particular investment or proposed investment or any other matter or transaction involving or that may involve a potential or actual conflict of interest) that may have the effect of benefitting or advantaging any other Client (or the Adviser or any of its affiliates) and therefore may not have been in the best interests of one or more other Clients or underlying investors. In any event, Clients and underlying investors should be aware of the conflicting interests and incentives faced by the Adviser and its affiliates and personnel and the possibility that such interests and incentives could affect behavior, consciously or unconsciously. The Offering Documents of a Client generally contain provisions that, subject to applicable law, purport to reduce or eliminate the duties, including fiduciary and other duties, to a Client to which the Adviser and its affiliates would otherwise be subject; provisions that waive or consent to conduct on the part of the Adviser and its affiliates that might not otherwise be permitted pursuant to such duties; and provisions that limit the remedies and rights of a Client and its underlying investors with respect to breaches of such duties and other acts or omissions of the Adviser and its affiliates. Notwithstanding the foregoing, nothing contained in the Offering Documents purports to (i) waive or limit the Federal fiduciary duty applicable to the Adviser and its affiliates under the Investment Advisers Act of 1940, as amended or (ii) relieve the Adviser or its affiliates of any liability to the extent such liability may not be waived, modified or limited under applicable law (including liability for breaches of the Federal fiduciary duty or liability under certain U.S. securities laws which, under certain circumstances, may impose liability even on persons acting in good faith). If any matter or transaction or issue arises that the Adviser or its affiliates determines in its good faith judgment constitutes an actual conflict of interest, the Adviser or its affiliates may take such actions or steps or measures as it determines in good faith are or may be necessary or appropriate to ameliorate or address or mitigate the conflict (and upon taking such actions, measures or steps, as applicable, the Adviser and its affiliates will generally be relieved and absolved of any liability for such conflict or the actions, steps or measures undertaken with respect thereto to the fullest extent permitted by law and shall be deemed to have satisfied its fiduciary duties related thereto to the fullest extent permitted by law). There can be no assurance that the Adviser or its affiliates will identify or resolve (or that the Adviser or its affiliates will be able to resolve or mitigate or address or identify) any or all conflicts of interest in a manner that is favorable to (or in the best interests of) a Client or its underlying investors. Accordingly, there may not be a fair and equitable outcome with respect to any particular conflict of interest, and the result in any such case may be materially disadvantageous to a Client or its underlying investors. By subscribing for an interest or otherwise investing in or through a Client, each investor is generally deemed to have acknowledged the existence of any actual or potential conflicts of interest in connection with such Client and its activities, including those described or disclosed herein and in such Client’s Offering Documents, and are or may be deemed to have consented thereto and to have waived any claim(s) with respect to any liability arising from the existence of any potential or actual conflict of interest or the resolution thereof (or actions, measures or steps

undertaken by the Adviser or its affiliates with respect thereto) as described herein and in such Client’s Offering Documents. The conflicts or potential conflicts disclosed or referenced herein and in a Client’s Offering Documents are not (and are not intended to be) an exhaustive or comprehensive list of all actual or potential conflicts of interest that are or may be applicable to a Client and its activities or the Adviser’s activities in connection with the management and operation of a Client. The Adviser and its affiliates may face or be subject to other actual or potential conflicts in addition to, and separate and apart from, those outlined below and in a Client’s Offering Documents.

Other Clients and Advisory Relationships; Side-by-Side Investments The Adviser currently manages and advises various Clients, and may in the future manage or advise, various other funds, vehicles, managed accounts and other clients, which have or may have investment strategies, programs and/or objectives which materially overlap with (and are similar or substantially similar to) the investment strategies, program and objective of a Client. All Clients generally invest or may invest alongside other Clients in all or certain investments. The strategies employed or pursued by the Adviser for a Client (and the Adviser’s activities and services with respect to a Client) could materially conflict with the transactions, actions and strategies employed or pursued or undertaken by the Adviser with respect to another Client and may affect the prices and availability of the securities in which another Client invests or may invest. Certain Clients and underlying investors have access to or may have access to certain information, documents and records or reports (including access to portfolio information or enhanced transparency) that are not generally available or made available to other Clients or investors. Clients and underlying investors that have been granted additional or preferential access to portfolio information or enhanced transparency or other preferential information rights may be able to make investment and other decisions (including with respect to exercising liquidity or withdrawal rights) based on information and at times not generally available to other Clients and investors. In addition, certain Clients (including Separate Accounts that generally invest alongside the Funds) have and/or are subject to (or may in the future have or be subject to) different terms or more favorable rights or terms than those applicable to the investors in Funds with respect to (among other things) fees and expenses, investment terms, withdrawal, redemption and liquidity rights, capacity rights and the content and frequency of reports (among other things). In particular, certain Clients of the Adviser have liquidity or withdrawal rights with respect to their accounts that may enable or permit them to obtain liquidity or make withdrawals at a time when the investors in Funds generally cannot, which could have a material adverse effect on investors in Funds or their interests. For example, Separate Account Clients generally have the ability to terminate their arrangements or relationships with the Adviser on short notice and may choose or elect to liquidate their positions without regard to the effect such liquidation would have on other Clients which hold or are likely to hold or own a substantially similar portfolio. Furthermore, in effecting transactions for a Client, it may not always be possible or consistent with the investment objectives of other Clients to make or liquidate the same investment positions at the same time or at the same prices for all such Clients. The “market impact” associated with liquidation of investments by a Client may adversely affect the ability of another Client to liquidate its position; or where the position is liquidated, the price at which such liquidation occurs or is able to occur; or where another Client does not liquidate its position, the mark-to-market value of such position. A Client that has invested alongside other Clients in investments may be required to liquidate or sell its investments (or a portion thereof) or the Adviser may be required to sell or liquidate investments in whole or in part on behalf of such Client, including, for example, due to the exercise by one or more investors in such Client of their redemption, withdrawal or liquidity rights, due to the dissolution or liquidation of such Client or the termination of such Client and/or due to such Client causing the Adviser to liquidate or sell all or a portion of the investments in its account. With respect to certain Clients, the Adviser may be required to liquidate or sell investments in order to comply with or adhere to the investment guidelines or restrictions applicable to the management of such Clients. In the case of a dissolution or termination of a Client or the exercise by one or more investors of their redemption or withdrawal rights, a Client may be required to sell or dispose of investments under circumstances that may negatively affect the Client’s returns or the Client may be required to

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time in private investments alongside a Client. From time to time, the Adviser receives or obtains access to material non-public information relating to public companies. The Code includes policies and procedures to address the receipt of material non-public information and compliance with applicable laws and regulations relating to material non-public information, including but not limited to, the use and maintenance of restricted trading lists. The receipt of material non-public information will generally preclude the Adviser from transacting in securities of the relevant issuer on behalf of all Clients (notwithstanding that such transactions could otherwise be in the best interests of a Client) until such time as the information is made public. See “Conflicts of Interest – Material, Non-Public Information” under Item 10.C. of this Brochure. The Code also contains certain restrictions and/or reporting requirements of employees’ and other supervised persons’ engagement in outside business activities, political contributions and receipt of gifts and entertainment. The Adviser will provide a copy of the Code to any investor or client or prospective investor or client upon request. B. Material Financial Interests. As referenced in Item 10.C. “Other Financial Industry Activities and Affiliations – Material Relationships or Arrangements and Conflicts of Interest” of this Brochure, certain Clients of the Adviser are private investment funds organized in a masterfeeder structure in which Ikarian Healthcare Master Fund, L.P., a Cayman Islands exempted limited partnership acts as a master fund (the “Master Fund”), Ikarian Healthcare Fund, L.P., a Delaware limited partnership acts as a U.S. domiciled feeder fund (the “U.S. Feeder Fund”) and Ikarian Healthcare Offshore Fund, Ltd., a Cayman Islands exempted company acts as a non-U.S. domiciled feeder fund (the “Non-U.S. Feeder Fund”). The U.S. Feeder Fund and the Non-U.S. Feeder Fund invest all or substantially all of their assets in, and conduct their investment activities indirectly through, the Master Fund. Interests in the U.S. Feeder Fund and the Non-U.S. Feeder Fund are issued to third party investors and the Adviser and its affiliates and employees also have financial interests in the U.S. Feeder Fund and the Non-U.S. Feeder

Fund (directly or indirectly through the Master Fund) based on their investments and contractual rights to advisory fees. Ikarian Healthcare Fund GP, L.P., a Delaware limited partnership and an affiliate of the Adviser, acts as general partner (the “General Partner”) to the U.S. Feeder Fund and the Master Fund. The Adviser has been delegated investment advisory authority with respect to the U.S. Feeder Fund, the Non-U.S. Feeder Fund and the Master Fund pursuant to an investment management agreement. Officers, employees and other supervised persons of the Adviser and its affiliates from time to time serve, or may serve, as directors and officers of (or in similar capacities or roles with) companies in which Clients directly or indirectly invest and, in such capacity, such companies may directly or indirectly pay compensation and fees to such persons and reimburse such persons for certain expenses. See “Conflicts of Interest – Conflicts with Investments” under Item 10.C. of this Brochure. Additionally, as discussed below in Item 11.C., employees and other supervised persons of the Adviser may co-invest from time to time in private investments alongside a Client. Other than with respect to the foregoing arrangements, neither the Adviser nor any of its related persons recommend to Clients or buy or sell for Clients, investments in which the Adviser or any related persons have a material financial interest. C. Personal Trading. As discussed above in Item 11.A., the Code contains policies and procedures relating to personal securities trading by the Adviser and its affiliates, employees and other supervised persons to address actual or potential conflicts of interest that arise from personal investment transactions. These policies and procedures generally prohibit the Adviser and its affiliates, employees and other supervised persons from investing or transacting in the same publicly-traded securities of an issuer in the healthcare industry (or related securities) that are purchased or sold for Clients. In general, personal trading in securities of issuers that are not in the healthcare industry are approved, and such trading is not subject to any specific or explicit volume limits, timing restrictions, holding periods or other limits or restrictions. See “Conflicts of Interest – Other Activities of the Adviser and its Affiliates; Personal Trading; CoInvestments” under Item 10.C. of this Brochure. From time to time, the Adviser and its affiliates, employees and other supervised persons (together, “co-investors”) participate or may participate in opportunities to co-invest in private investments alongside a Client, without notice to, or the consent of the Client or underlying investors. Co-investments present a conflict of interest because of the incentive for the Adviser to offer or provide co-investments or co-invest opportunities to co-investors rather than allocating additional private investment capacity to Clients and the potential impact that trading activity in the co-investment by co-investors can have on the investment held by Clients. In order to address these actual or potential conflicts, co-investors generally will not participate or be offered participation in a private investment unless the Adviser determines that all applicable participating Clients in such private investment receive or will receive their desired allocation (as determined by the Adviser in its discretion). See “Conflicts of Interest – Other Activities of the Adviser and its Affiliates; Personal Trading; Co-Investments” under Item 10.C. of this Brochure. In addition, co-investors generally will only be able to make or invest in the coinvestment on substantially the same terms as the investment made by participating Clients. Furthermore, co-investors generally will only be able to exit a private investment on substantially the same terms as the disposal of the position by the participating Clients. To the extent there are any expenses associated with such private investment, it is expected that coinvestors will not bear (or be required to bear or pay) their pro rata or allocable share of such

expenses to the extent the Adviser determines such expenses would be similar if the coinvestors did not participate, or if and to the extent the Adviser is unable to allocate or cause such co-investors to bear or pay for their allocable share of co-investment expenses.

A. Broker-Dealer Selection. The Adviser has complete discretion to determine the brokers, dealers or other counterparties used to effect Client transactions in financial instruments and commissions or markups and/or markdowns paid or payable by a Client to such brokers, dealers and counterparties. In selecting broker-dealers to effect portfolio transactions for a Client and the fees and commissions payable thereto, the Adviser attempts to evaluate the overall quality and cost of the broker-dealers’ services, considering such factors and considerations as it deems to be relevant or applicable in its sole discretion including, without limitation, factors such as prices, commissions and other expenses, access to securities, the ability to source liquidity, as well as the ability of the broker-dealers to timely effect the transactions, confidentiality, trading idea generation, the quality of their research departments and the broker-dealers’ facilities, reliability and financial responsibility and the provision or payment by the broker-dealer of the costs of research and research-related services which are of benefit to a Client and/or the Adviser. The Adviser is not required to weigh, and does not typically weigh, any of these factors or considerations equally, and depending on the relevant transaction and facts and circumstances, one or more factors or considerations may be deemed by the Adviser to materially or significantly outweigh other factors and considerations. Furthermore, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission or transaction costs in connection with a Client’s transactions in financial instruments. Research and Other Soft Dollar Benefits. A Client may pay higher commissions to brokerdealers believed by the Adviser to offer or provide superior service under the circumstances, including firms that provide internally-developed investment research and analysis, brokerage and/or other similar or related products and services (such research, brokerage and other products or services generally referred to herein as “soft dollar benefits”). Accordingly, when the Adviser determines in good faith that the amount of commissions charged by a brokerdealer is reasonable in relation to the value of the overall services provided, including soft dollar benefits provided by such broker-dealer, the Adviser has the authority to cause a Client to pay commissions to such broker-dealer in an amount greater than the amount another broker-dealer might charge, and this practice of paying-up is expected to occur regularly. The Adviser uses soft dollar benefits provided by broker-dealers in providing investment management and advisory services to all Clients, and therefore, such benefits will not generally be allocated in proportion to those Clients that paid the commissions generating such benefits, and such benefits may benefit the Adviser and Clients who did not pay or bear a proportionate share of or any commissions for such benefits. Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, provides a safe harbor to investment advisers who use brokerage compensation (including commissions, spreads, mark-ups and mark-downs, which is commonly referred to as “soft dollars”) generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the Adviser in the performance of investment decision-making responsibilities and the Adviser expects to limit the use of soft dollars to obtain eligible research and brokerage services under Section 28(e), as reasonably determined by the Adviser in its discretion. Research and related services provided by a broker-dealer include or may include, but are not limited to, internally-developed research and analysis, market color, advice on order execution, discussions with research analysts and invitations to conferences, seminars, road shows, corporate access and similar meetings or events sponsored or arranged by the brokerage firm. Brokerage and related services provided by a broker-dealer include or may include, but are not limited to, services related to the execution, clearing and settlement of securities and functions incidental thereto. The mechanics of a “soft dollar” arrangement may also be used to

pay expenses for eligible research and brokerage services under Section 28(e) from third parties that would otherwise be properly chargeable to a Client. During the past fiscal year, the Adviser periodically assessed the broker-dealers selected for Client transactions based on the soft dollar benefits received and other factors using a broker-dealer report card and other analytics. The use of Client brokerage commissions or soft dollars to obtain soft dollar benefits creates a conflict of interest between the Adviser and a Client, because a Client pays for such soft dollar benefits that are not exclusively used for the benefit of such Client and that may be partially, primarily or exclusively for the benefit of one or more other Clients and/or the Adviser itself. The Adviser receives a benefit from these arrangements because the Adviser’s profitability tends to increase to the extent that the Adviser is able to acquire these soft dollar benefits without expending its own resources. In addition, the Adviser has an incentive to select a broker-dealer based on the Adviser’s interest in receiving soft dollar benefits, rather than on a Client’s interest in receiving the most favorable execution based on other factors (such as lower commissions). See “Conflicts of Interest – Selection of Counterparties and Best Execution” under Item 10.C. of this Brochure. Brokerage for Client Referrals. From time to time, broker-dealers selected to execute a Client’s transactions in financial instruments have introduced and may provide opportunities to introduce potential clients and investors to the Adviser and its affiliates, including through the attendance of certain events sponsored by a brokerage firm (“capital introduction opportunities”). Capital introduction opportunities provided by a broker-dealer may influence the Adviser to use or cause its Clients to use the services of such broker-dealer (or use its services more than it otherwise would), rather than selecting a broker-dealer solely based on a Client’s interest in receiving the most favorable execution based on other factors (such as lower commissions). The Adviser may select a broker-dealer that provides capital introduction opportunities, provided that the Adviser is not selecting the broker-dealer in recognition of such opportunities and subject to the Adviser’s duty to seek best execution of a Client’s transactions. Directed Brokerage. The Adviser does not recommend, request or require a Client to direct brokerage to a specific broker-dealer or permit a Client to direct brokerage to a specified brokerdealer. All brokerage transactions will be executed through the broker-dealers selected by the Adviser in its sole discretion. B. Order Aggregation. When transacting in the same security for more than one Client, the Adviser or its affiliates generally cause orders to be aggregated into a single order (a “bunched order”) in order to seek more efficient execution and equitable treatment among applicable Clients (but the Adviser is not required to do so if and to the extent it deems appropriate in its discretion). In instances where the execution prices are different due to the volume and execution time of the securities transacted, each of the participating Clients generally will receive the average transaction price (subject to odd lots, rounding and market practice). In the event a bunched order is only partially executed, the executed portion of combined transaction orders for two or more Clients will be allocated, when possible, on a pro‐rata basis (to the nearest round lot), with each Client receiving a percentage of the executed portion of the order based upon each Client’s percentage of the original order (or in another manner otherwise determined by the Adviser or its affiliates to be fair and equitable under the circumstances). This policy applies to all applicable Clients participating in the execution under the same trading circumstances (price limits, time of entry, etc.). Notwithstanding the foregoing, in certain cases aggregation of trades or bunched orders can disadvantage a Client, such as the inability of the market to fully absorb orders for the purchase

or sale of a particular financial instrument for multiple Clients at prices or in quantities that would be preferable or obtainable if the order was placed for only one Client. At times, Clients transacting in the same security will not enter into a bunched order, but will transact at different times based on reasons set forth in Item 10.C. “Other Financial Industry Activities and Affiliations – Conflicts of Interest” above under “Other Clients and Advisory Relationships; Side-by-Side Investments” and “Allocation of Investment Opportunities” or for other factors. To the extent Clients buy or sell financial instruments at different times, one Client’s trading activity could adversely affect the market value of positions or execution prices obtained by other Clients.

A. Third Party Compensation. Other than as described in Item 12 “Brokerage Practices” above, the Adviser does not receive any economic benefit, from any third party for providing advisory services to a Client. B. Client Referrals. The Adviser has entered, and may in the future enter, into agreements pursuant to which it compensates third parties for referrals of investors to a Fund Client. Under such agreements, the third party solicitor or similar person would receive a portion of the fees paid by such Fund Client to the Adviser attributable to the investment in the Fund Client by the referred investor. As discussed in Item 12 “Brokerage Practices” above, from time to time, broker-dealers selected to execute a Client’s transactions in financial instruments have introduced and may provide opportunities to introduce potential clients or investors to the Adviser and its affiliates, including through the attendance of certain events sponsored by a brokerage firm (“capital introduction opportunities”). Such capital introduction opportunities may create the appearance that the Adviser uses or causes its Clients to use the services of such broker-dealers or their affiliates as compensation for such opportunities.

The Adviser is required to disclose all material facts regarding any legal or disciplinary events that would be material to a Client’s or prospective Client’s evaluation of the Adviser’s advisory business or the integrity of the Adviser’s management. The Adviser does not believe there are any legal or disciplinary events that are reasonably likely to be material to a Client’s or a prospective Client’s evaluation of the Adviser’s advisory business or the integrity of the Adviser’s management.

A. Frequency and Nature. The Adviser’s Chief Investment Officer and/or other investment professionals review each Client account on a regular basis to confirm that investments are made in conformity with stated objectives and guidelines. B. Additional Reviews. Additional reviews of a Client’s account may be conducted based on various events, including but not limited to, in the event of a large contribution or withdrawal, significant market volatility or other market events and various other circumstances. C. Reports. The Adviser provides a monthly written performance report to Fund Client investors. Investors in Fund Clients also receive a capital statement from the Funds’ administrator on a monthly basis and audited financial statements on an annual basis. Reports associated with Separate Account Clients vary and are set forth in their Offering Documents. In response to questions and requests and in connection with due diligence meetings and other communications, the Adviser provides or may provide additional information, documents and reports (or access thereto) regarding a Client and its investments (or the activities of the Adviser) to certain Clients or underlying investors that are not distributed or made available to other Clients or underlying investors. Such Clients or underlying investors may make decisions or take actions with respect to their investments based upon such information. Each Client or investor is responsible for asking such questions as it believes are necessary in order to make its own investment decisions, including whether to invest in or through a Client, and each Client or investor must decide for itself whether the limited information provided by the Adviser is sufficient for its needs.

Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the “Custody Rule”) governs whether a registered investment adviser has “custody” of client assets (i.e., holding, directly or indirectly, client funds or securities, or having any authority to obtain possession of them). Pursuant to the Custody Rule, the securities and other assets of each Fund Client are maintained at a qualified custodian (excluding certain privately offered securities and other types of securities that do not need to be maintained by a qualified custodian under the Custody Rule). Notwithstanding that Client assets are maintained at a qualified custodian, the Adviser is deemed to have custody of the assets of Fund Clients because the Adviser or its affiliate (who acts as the general partner to certain Fund Clients) has authority to obtain access to such assets, including but not limited to, withdrawing assets to pay Fund Client expenses, the Adviser’s advisory fees or otherwise from each Fund Client’s account at a qualified custodian. Qualified custodians do not send account statements to investors in a Fund Client, but investors do receive a monthly capital statement from the Fund Clients’ administrator which should be carefully reviewed. See Item 13.C. “Review of Accounts – Reports” of this Brochure. The Adviser complies with certain requirements under the Custody Rule for each Fund Client by: (i) requiring that a Fund Client be subject to an annual audit conducted in accordance with generally accepted auditing principles by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board; and (ii) distributing its audited financial statements to all investors in a Fund Client within 120 days of a Fund Client’s fiscal year-end. The Adviser does not have custody with respect to Separate Account Clients because it does not have or accept the authority to hold, directly or indirectly, funds or securities held by a Separate Account Client or have the authority to obtain possession of them.

The Adviser generally exercises complete discretion in managing the investments of a Client pursuant to the authority in a Client’s Offering Documents and subject to a Client’s investment objectives, strategies and any limitations disclosed in the Client’s Offering Documents. See Item 4 “Advisory Business” of this Brochure.

Proxy voting authority with respect to a Client generally is delegated to the Adviser pursuant to a Client’s Offering Documents, and the Adviser generally does not permit or authorize a Client (or underlying investors) to direct the Adviser with respect to the voting of Client proxies. Notwithstanding this delegation of proxy voting authority, the Adviser has determined that, based upon the nature of its investment strategies, proxy voting analysis and voting generally are not a worthwhile use of resources for Clients or their portfolios and that proxy voting and analysis are not likely to result in any material benefit to Clients. Accordingly, the Adviser generally takes no action with respect to voting securities of its Clients, except as otherwise determined by the Adviser or its personnel with respect to any particular investment or proxy voting matter. Such determination is based on the Adviser’s belief that the significance of the issues addressed in a proxy vote generally are immaterial to the Adviser’s strategy and objective in holding a particular position which is generally based on a particular event or catalyst, rather than taking a long-term view of a company’s prospects; provided other influential factors include but are not limited to, the size of a Client’s position, whether a Client’s vote will make a difference in any particular vote, as well as the general belief that the Adviser’s time and resources are more beneficial to a Client if spent on other investment functions rather than proxy voting. To the limited extent the Adviser votes with respect to any securities owned by a Client, the Adviser’s general policy is to vote proxies for securities owned by a Client in a manner that it reasonably believes focuses on the best interests of a Client and not the interests of the Adviser or its affiliates, in compliance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Adviser’s policy includes procedures to address conflicts of interest that are identified and determined by the Adviser to be material between the Adviser and a Client, which may include, abstaining from voting, utilizing a third party to recommend a vote on the proxy, disclosing the conflict and/or obtaining the consent from a Client before voting or such other method as the Adviser deems appropriate under the circumstances given the nature of the conflict. The Adviser may change its approach to evaluating or voting proxies on behalf of a Client at any time in its discretion. For a copy of the Adviser’s current proxy voting policy and information regarding how the Adviser voted proxies with respect to a Client in the past, please contact the Adviser.

A. Prepayment of Fees. The Adviser does not require or solicit prepayment of more than $1,200 in fees per Client six months or more in advance. B. Financial Condition Impairment. The Adviser does not believe it has any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to a Client. C. Bankruptcy. The Adviser has not been the subject of a bankruptcy petition at any time during the past ten years.