KINGDON CAPITAL MANAGEMENT, L.L.C.

Kingdon Capital Management, L.L.C. and its affiliates (“Kingdon”), a Delaware limited liability company, is an alternative investment firm founded in 1983 by Mark Kingdon, who is also the principal owner and Managing Member of Kingdon. No other person owns 25% or more of Kingdon. Kingdon provides investment advisory services to pooled investment vehicles sponsored by Kingdon or third parties (each a “Fund” or a “Client” and together, the “Funds” or the “Clients”). The investment advisory services provided to each Client are based on the investment objectives and restrictions as set out in the Client’s investment management agreement and, as applicable, the Fund’s offering document. The terms upon which Kingdon serves as investment adviser to a Client are put in place at the time the Client’s account is established and are generally set out in separate investment management agreements or, as applicable, in the underlying Fund documents. The terms of each investment management agreement and, as applicable, other Fund documents may vary from Client to Client. Kingdon offers a global long/short equity strategy (“Flagship Strategy”). The Flagship Strategy consists of thematic, idiosyncratic and opportunistic investments with diversified return drivers and an emphasis on liquidity. See Item 8 below for a more detailed discussion of this investment strategy. Kingdon also manages a legacy Fund (Kingdon Healthcare Private Equity, LLC) that is not offered to clients. As of December 31, 2025, Kingdon had approximately $720,774,754 of net assets.

Kingdon generally receives advisory fees and performance fees (or allocations) in connection with the investment management and administrative services it provides to the Funds. Advisory fees and performance fees payable to Kingdon by a Fund are established by Kingdon at the time of the establishment of a Fund and may vary among each Fund or classes within a Fund. Specific details of such compensation and its method of calculation are set out in the investment management agreements and/or underlying governing documents (including offering materials) of the relevant Fund. Advisory fees generally are calculated and payable quarterly in arrears based on the client’s average net assets on the first day of each month of such quarter, at annual rates ranging from one and a half percent (1.5%) to two percent (2.0%). Performance fees generally are calculated and payable annually, in an amount equal to 20% of the excess of net profits over advisory fees attributable to a Fund in excess of a high water mark. Advisory fees and performance fees are deducted from each Fund’s assets and are not billed separately, unless otherwise agreed in advance with the investor -4-

in the Fund, in which case the investor will arrange to pay its portion of the advisory and/or incentive fee to Kingdon. The amount and method of the calculation of a performance fee or allocation, and of an advisory fee, may be changed by Kingdon, or the applicable board of directors or general partner(s) of a Client, at any time with the consent of the Client’s investors or limited partners. Kingdon, or the applicable board of directors or general partner(s) of a Client, may waive all or a portion of a performance fee or advisory fee for Kingdon, its employees or other designated class of investors. Kingdon also reserves the right to apply different performance fee or advisory fee arrangements to investors on an individual basis. With respect to any performance fees, the Adviser will be in compliance with Rule 2053 under the Investment Advisers Act of 1940 (the “Advisers Act”) and with applicable no-action positions taken by the SEC. In addition to the advisory fees and the performance fees, each Client may bear expenses related to its operations and the investment of its assets. The enumerated list below is detailed but does not contemplate every possible expense a Client may incur. Each Client may bear some or all of the following expenses: expenses related to their operations, including, without limitation, legal, accounting (including the cost of accounting software packages), audit and tax preparation expenses, administration fees, investment-related expenses (e.g., interest on margin accounts and other indebtedness, borrowing charges on securities sold short, expenses, premiums and charges related to investments in derivatives, options, forwards, futures and commodities contracts, custodial fees, brokerage fees and commissions (see Item 12 for more information on brokerage expenses)), legal, tax and accounting expenses related to actual and potential fund transactions and investments, clearing and settlement charges, interest expenses, investment-related consulting and other professional fees, expenses related to: identifying, evaluating, acquiring, owning, selling or financing investments, hedging costs (for a more detailed explanation of hedging, please see Item 8), financing costs, research and trade-related expenses, including, without limitation, subscriptions, research licensing agreements, consultants and industry professionals, news and quotation equipment and services (including fees for data and software providers), investment and trading-related computer software, including trade order management software, expenses related to services that manage the filing of eligible class action claims, proxy service fees, risk management expenses including software and related services and expenses, withholding and transfer fees, taxes, organizational expenses, costs of winding up a fund, expenses related to the purchase, sale or transmittal of client assets, insurance (including D&O and cyber insurance), professional fees and expenses applicable to a fund (including an independent committee and antimoney laundering officers), fees and expenses of third party funds invested in by a fund, third party managers of separately managed accounts and researchers, -5-

indemnity litigation expenses, regulatory filings, and other investment-related expenses as will be determined by Kingdon or as may be set out in the offering memoranda of any Fund. Kingdon may bear any of these expenses out of its own assets or revenues, in its sole discretion. Its decision, however, to do so with respect to certain expenses or with respect to certain periods will not obligate it to do so with respect to any other expenses or to continue doing so for any other periods.

A. Methods of Analysis Kingdon’s goal for its investment strategy is to achieve attractive risk-adjusted returns across all market cycles. Kingdon adheres to a research driven process, investing across geographies, industries and asset classes to find the best use of capital. Kingdon’s Global Long/Short Equity Strategy (“Flagship Strategy”) focuses primarily on liquid, global equities with opportunistic allocations to credit, government securities, commodities and currencies. The Flagship Strategy may also invest in cryptocurrencies, crypto tokens, initial coin offerings, non-fungible tokens, defi protocols and associated smart contracts and other digital assets (collectively, “Digital Assets”). The Flagship Strategy invests globally (developed and emerging markets) and is diversified with limited leverage and active exposure management. In selecting investments, an emphasis is put on both individual security selection (“bottom-up” approach) and general economic analysis (“top down” approach). Investment selection criteria include valuation (both asset- and earnings-based), fundamental research, and technical analysis, including earnings momentum, and relative price momentum. Balance sheet strength and market liquidity are also important considerations. In addition, securities typically are evaluated through a system of targets and stop losses. Active management of a significant portion of each Fund’s portfolio may be emphasized, with sensitivity to short-term market trends and price changes in individual securities. Each Fund may sell securities short and employs leverage when such action is deemed appropriate. In addition to its own research and sell side research, Kingdon enters into arrangements with third-party firms for research on companies for both long and short investment opportunities. At times, this research includes a prepublication draft research report that the researcher will publish. Kingdon makes an independent assessment of the investment opportunity based on the research report as well as its own due diligence to the extent it believes such -7-

diligence is necessary. In the event Kingdon determines to make an investment in the investment opportunity, the relevant Fund will compensate the researcher with a portion of the Fund’s profits related to that investment idea. These arrangements are reviewed by counsel for compliance with applicable law and regulations. B. Material Risks Material risks of Kingdon’s investment strategy: The investment strategy employed by Kingdon subjects a Client to various risks, including the possible loss of principal. Investing in any of the Funds involves the risk that the Client may not achieve its investment objective. A Client’s value may vary based on market fluctuations caused by such factors as economic and political developments, changes in interest rates, and perceived trends in security prices. Investors in a Fund should be aware that all investments in securities involve a risk of loss of their investment, which they should be prepared to bear. Market Risks. The profitability of a significant portion of a Fund’s investment program depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that Kingdon will be able to accurately predict these price movements. Although Kingdon may attempt to mitigate market risk through the use of long and short positions or other methods, there is always some, and occasionally a significant, degree of market risk. Fund Expenses. A Fund’s investment strategy may involve frequent trading and therefore the Fund may incur significant brokerage commission expenses. Further, a Fund may invest in other investment companies, registered or unregistered, managed accounts or special purpose vehicles and will bear the fees and expenses of those arrangements as well as the fee arrangements with third party researchers. As a result of the foregoing, a Fund’s expenses may significantly exceed those of other investment entities of comparable size. Aggressive Investment Style. Kingdon intends to pursue a flexible and often aggressive investment style. In this regard, Kingdon expects to employ any investment technique or strategy that Kingdon believes will help a Fund achieve its investment objective. As a result of the speculative nature of the investments and strategies used by Kingdon, the investment performance of a Fund may be more volatile than that of the securities markets generally. No assurance can be given that any investment technique or strategy utilized by Kingdon will be successful and there is a material risk that a limited partner may suffer a significant impairment or total loss of its investment.

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Leverage. While the use of leverage can substantially improve the return on invested capital, such use may also increase the adverse impact to which a Fund’s portfolio may be subject. Borrowings will usually be from securities broker-dealers and will typically be secured by a Fund’s securities and other assets. Under certain circumstances, a lending broker-dealer may demand an increase in the collateral that secures a Fund’s obligations and if the Fund were unable to provide additional collateral, the broker-dealer could liquidate assets held in the account to satisfy the Fund’s obligations to the brokerdealer. Liquidation in that manner could have extremely adverse consequences for the Fund. In addition, the amount of a Fund’s borrowings and the interest rates on those borrowings, which may fluctuate, will have a significant effect on the Fund’s profitability. In an unsettled credit environment, Kingdon may find it difficult or impossible to obtain leverage for a Fund. Since leveraging its assets may be a part of the investment strategy of a Fund, in such event, the Fund could find it difficult to fully implement its investment strategy. In addition, any leverage obtained, if terminated on short notice by the lender, could result in a Fund being forced to unwind positions quickly and at prices below what Kingdon deems to be fair value for the positions. Short Sales. Short selling, or the sale of securities not owned by a Fund, necessarily involves certain additional risks. Such transactions expose a Fund to the risk of loss in an amount greater than the initial investment, and such losses can increase rapidly and in the case of equities, without effective limit. There is the risk that the securities borrowed by a Fund in connection with a short sale would need to be returned to the securities lender on short notice. If such request for return of securities occurs at a time when other short sellers of the subject security are receiving similar requests, a “short squeeze” can occur, wherein a Fund might be compelled, at the most disadvantageous time, to replace borrowed securities previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier. The cost of the borrow can also fluctuate and any increase in the borrow rate will increase the cost of maintaining the short position. Non-Diversification. While it is anticipated that a Fund’s portfolio will be somewhat diversified among types of industries, geographic areas, types of securities and issuers, the Fund may often be invested primarily in equity securities and is not required to maintain any specific level of diversification among industries, geographic areas and issuers. Accordingly, a Fund’s portfolio may be subject to more rapid change in value than would be the case if the Fund were required to maintain a wider diversification among industries, geographic areas, types of securities and issuers. Lack of Liquidity of Fund Assets. Fund assets may, at any given time, include securities and other financial instruments or obligations that are very -9-

thinly traded or for which no market exists or which are restricted as to their transferability under applicable federal securities laws. The sale of any such investments may be possible only at substantial discounts. Valuation. A Fund’s assets may be invested in securities that are illiquid or very thinly traded. These investments may be extremely difficult to value accurately. In light of the foregoing, there is a risk that an investor in a Fund who redeems all or part of his investment while a Fund holds such illiquid or thinly traded investments will be paid an amount less than he would otherwise be paid if the actual value of such investments is higher than the value designated by the Fund. Similarly, there is a risk that such investor might, in effect, be overpaid if the actual value of the illiquid or thinly traded investment is lower than the value designated by a Fund. In addition, there is a risk that an investment in a Fund by a new investor in the Fund (or an additional investment by an existing investor) could dilute the value of the existing investor’s interest in such investments. Because of overall size or concentration in particular markets of positions held by a Fund or securities laws restrictions on a Fund’s ability to trade securities as a result of a Fund owning a controlling stake in, having representation on a board of directors of, or being deemed an affiliate of, a particular company, the value at which its investments can be liquidated may differ, sometimes significantly, from the interim valuations arrived at using the methodology described in a Fund’s offering document. In addition, the timing of liquidations may also affect the values obtained on liquidation. Third party pricing information may not be available for certain positions held by a Fund. Securities held by a Fund may trade with bid-ask spreads that may be significant. Failure of Counterparties to Perform Obligations. In its ordinary course of business, the Firm relies on various counterparties, which include, but is not limited to, brokers, dealers, banks, custodians, and administrators (“Counterparties”). These Counterparties, with which the Firm does business and on behalf of a Fund, may, from time to time, default on their obligations with or without notice. Such defaults include, but are not limited to, a Counterparty’s bankruptcy, insolvency, or other failure. A Counterparty’s default on their obligations may impact the Firm’s or the Fund’s ability to conduct its business in the ordinary course. There is a risk of loss of assets on deposit at the Counterparty. Although government agencies or other organizations provide insurance coverage to depositors in the event of a Counterparty failure, coverage is limited to a specified amount and subject to rules and regulations. Prior events where a government agency or other organization stepped in to make depositors whole over their excess deposits at select Counterparties, which may or may not have a current or prior relationship with the Firm or the Fund, should not be construed as a guarantee that such action will be taken in the future. There is no guarantee - 10 -

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Kingdon provides investment advisory services, as described above in response to Item 4, to the Funds. Each Fund is not registered or required to be registered under the Investment Company Act of 1940. The securities of each Fund are -6-

not registered or required to be registered under the Securities Act of 1933 and are privately placed to qualified investors in the United States and elsewhere. The Funds generally have a specified minimum investment of $1 million to $5 million, as set out in their offering documents. Investment minimums are subject to reduction at the discretion of the general partner(s) or board of directors of the Fund with respect to any investor. Subsequent contributions by then existing investors may be made in lower amounts. Kingdon may accept or reject part or all of any subscription for an interest in a Fund at its sole and absolute discretion.

Kingdon receives an annual performance fee (or allocation) from the Funds. These performance fees, as noted above in “Fees and Compensation,” are 20% of the excess of net profits over advisory fees attributable to the Funds in excess of a high water mark. Large or strategic investors, Kingdon employees and certain former employees and their family members may be charged a lower performance fee than other external Fund investors. Kingdon faces a conflict of interest to the extent that it manages a Client account for which it receives a performance fee at the same time as it manages one or more other Client accounts for which it receives no performance fee or a different level of performance fee. A performance fee arrangement generally entitles an investment adviser to additional compensation based on the performance of the Client account bearing the performance fee. Kingdon may have an incentive to favor Client accounts or take increased investment risk on behalf of Client accounts for which it receives a larger performance fee because it could receive greater compensation from such Client accounts. In addition, due to the method of calculating the performance fees, such fees may be affected by factors within Kingdon’s control. A performance fee is typically dependent, in part, on the unrealized value of certain investments, which could provide an incentive for Kingdon to use higher valuations when calculating the performance fee. Each Client’s financials, which are used as the basis upon which the performance fee is calculated, are reported in conformity with Generally Accepted Accounting Principles (“GAAP”), which generally require fair valuation of investments. Kingdon has put into place policies and procedures to mitigate the risk of these conflicts of interest, including policies designed to allocate trades and securities to the Clients with the same investment strategy and objective in a fair and equitable manner. These policies and procedures are described in more detail below under Item 11 “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” and Item 12 “Brokerage Practices.”

Pooled Investment Vehicles and Sponsors of Limited Partnerships Kingdon serves as investment adviser to the Funds. Kingdon controls Kingdon GP, LLC, and Kingdon GP II, LLC, each of which, along with Kingdon, serves as general partners to various Funds organized as limited partnerships. Neither the Firm nor any of its management persons are registered, or have an application pending to register, as broker-dealers or registered representatives of a broker-dealer. Kingdon is exempt from registration as a commodity pool operator pursuant to CFTC Regulation 4.13(a)(3). This exemption from registration is on file with NFA. Neither the Firm nor any of its management persons have a relationship or arrangement that is material to the Firm’s advisory business or its Client. The Firm does not recommend or select other investment advisers for the Client.

and Personal Trading Code of Ethics and Personal Trading Kingdon has adopted a Code of Ethics (the “Code”) in accordance with Rule 204A1 under the Advisers Act. The Code is based on Kingdon’s fiduciary duty to its clients. The fundamental tenants of the Code include: (1) place the interests of clients first; (2) conduct personal securities transactions in a manner so as to be consistent with the Code and avoid any actual or potential conflict of interest or any abuse of a Kingdon employee’s position of trust and responsibility; (3) refrain from taking inappropriate advantage of the relationship with the clients; (4) maintain the confidentiality of security holdings and financial circumstances of clients; and (5) maintain independence in the investment decision making process. As a fiduciary, Kingdon and its employees owe an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Generally, the Code imposes the following five basic requirements on Kingdon and its employees: (1) they must comply with all applicable federal laws; (2) they must avoid conflicts of interest and disclose all material facts concerning any conflict that may arise with respect to any client; (3) their conduct must conform with the ethical standards set out in the Code; (4) their personal securities transactions must comply with the Code; and (5) they must obtain prior approval for certain personal securities transactions as described under the Code. Kingdon forbids the illegal use of material non-public information in trading - 25 -

securities – regardless of whether the trades are executed for client accounts or for a personal securities account. At the commencement of employment at Kingdon and thereafter annually, all access persons, as defined below, must sign an acknowledgment that they have received, read and understand all provisions of the Code and agree to be subject to the Code, and any amendments. Access persons are supervised persons who may have access to non-public information regarding a client’s purchase or sale of securities or to non-public information regarding portfolio holdings, who may be involved in making securities recommendations to clients, or who may have access to such recommendations that are non-public. The Code requires access persons to obtain pre-clearance of personal securities transactions in their own personal accounts as well as accounts held by relatives that are members of their household, subject to certain exceptions (generally subject to a 180-day holding period for such investments). In addition, access persons must report all investment holdings in these accounts. The Code also requires that access persons report transactions in securities, with limited exceptions, to Kingdon’s legal/compliance department no later than 30 days after the end of the calendar quarter. In addition, the Code generally prohibits access persons from buying or selling any security for his or her account if he or she knows at the time of the transaction that the security is being purchased or sold, or is being considered for purchase or sale by a Fund, subject to certain exceptions. The Code enables access persons to purchase securities in a private placement, provided that he or she makes certain representations on a pre-clearance form and obtains approval from Kingdon’s legal/compliance department of the purchase. Without obtaining pre-clearance, an access person may invest in certain investments such as exchange-traded funds, master limited partnerships, crypto currencies and registered closed-end funds (generally subject to a 90-day holding period for such investments). The Code also requires confidential treatment of information acquired at Kingdon, and contains political contributions, outside activities and gift and entertainment policies, among other items. A copy of Kingdon’s Code will be provided upon request. However, Kingdon reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with Kingdon on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Funds or the expenses borne thereby. Participation or Interest in Client Transactions

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From time to time, Kingdon, its officers, directors and employees may have a material financial interest in securities that are recommended to clients for purchase or sale and may buy or sell securities that are recommended to clients for purchase or sale. Kingdon recognizes that this practice may result in conflicts of interest. It is Kingdon’s policy that neither Kingdon, nor any person in a control relationship with Kingdon, nor any employee of Kingdon shall effect transactions as a principal with any Fund unless such transactions are in compliance with the provisions of Rule 206(3)-2 under the Advisers Act. Kingdon has adopted a cross trade policy to govern how Kingdon processes a coordinated purchase of a security on behalf of one Fund and a sale of the same security on behalf of another Fund at the same time (a “cross trade”), which could include monthly rebalancing of a Fund’s portfolio, if needed. Kingdon, its affiliates, their employees and relatives of the employees may invest, directly or indirectly, in Kingdon Funds. The terms of investment, including economic and liquidity terms, applicable to such investors, as well as certain large or strategic investors may be more favorable than the terms available to other investors in a Fund and the other investors will not be provided with notice of such terms or an opportunity to invest on such terms. Additionally, Kingdon employees and certain former employees and their family members may be charged a lower advisory and performance fee than other Fund investors. Kingdon, its officers, directors and employees may trade securities for their own accounts, including securities held by a Fund. Kingdon, its officers, directors and employees may from time to time take positions in their proprietary accounts that are opposite the positions taken for, or held by, a Fund. Kingdon, its officers, directors and employee may receive more favorable execution than the Funds. Personal transactions must comply with the Code, which is discussed above. Allocation of Investment Opportunities There is a potential conflict of interest when determining the allocation of limited investment opportunities across Funds with similar investment mandates. To mitigate the risk of favoring certain Funds over others, Kingdon has adopted an allocation policy pursuant to which it will seek to allocate investment opportunities among its clients in a manner that, over time, is on a fair and equitable basis. In allocating investment opportunities among its clients, Kingdon makes a determination, exercising its judgment in good faith, as to whether an opportunity is appropriate for each client. Factors in making such a determination may include a client’s liquidity, investment objectives and investment strategies of the client, the regulatory constraints of the client, the composition of the client’s existing portfolio, the size or amount of the available opportunity, the characteristics of the securities involved, the liquidity of the - 27 -

markets in which the securities trade, the risks involved, and other factors relating to the relevant client and investment opportunity. If Kingdon determines that an investment opportunity is appropriate for more than one client, then Kingdon allocates such investment opportunity among clients in a manner that Kingdon determines, exercising its judgment in good faith, to be fair and equitable. Allocations to certain Funds may be modified consistent with the monthly rebalancing of the portfolios, as well as regulatory, legal and tax considerations, such as the ability to participate in “New Issue Securities,” jurisdictional restrictions placed on Funds investing into Regulation S instruments, tax considerations of offshore Funds investing in pass-through investments and bridge loans, and certain private placement issuers, which may prohibit allotments of a de minimis size. Global Long/Short Equity Strategy Kingdon generally allocates equity investment opportunities among the client accounts that employ Kingdon’s global long/short equity strategy (including both initial public offerings and secondary opportunities) on a pro-rata basis based on the assets of each client account (or portion of the client account deemed allocated to a particular sector) determined at the first of every month, and subject to the following: i. ii.

Account investment guidelines and restrictions; and If the market value of a “filled” or “allocated” order is $1 million or less and the Portfolio Manager does not expect that additional amounts of the same security can be sourced over the near term in sufficient quantity or at appropriate price levels (a “De Minimis Position”), then the Portfolio Manager may allocate such De Minimis Position among one or more clients in a manner that the Portfolio Manager determines, exercising his/her judgment in good faith, to be fair and equitable to the Firm’s clients. In making such determination, the Portfolio Manager may consider whether an investment in a De Minimis Position is not an efficient manner of deploying capital for a relatively large client considering the total capital that needs to be invested in opportunities and whether it is practical to allocate, track and manage a De Minimis Position among multiple client accounts rather than a single client account.

Kingdon is authorized to determine the broker or dealer to be used for each securities transaction for the Funds. In selecting brokers or dealers to execute - 28 -

transactions, Kingdon seeks to obtain best execution, which is a duty to execute securities transactions for the Funds in such a manner that the Funds’ total cost or proceeds in each transaction is the most favorable under the circumstances. In considering total cost or proceeds, Kingdon considers the full range and quality of a broker’s services in placing brokerage including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness to the money manager, and the determinative factor is not the lowest possible commission cost but whether the transaction represents the best qualitative execution for the Fund. Kingdon is not required to solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is generally not Kingdon’s practice to negotiate “execution only” commission rates; thus, Funds may be deemed to be paying “soft dollars” meaning research, brokerage or other non-execution services provided by the broker or dealer that are included in the commission rate. While Kingdon may place transactions with a broker or dealer that (i) provides Kingdon with the opportunity to participate in capital introduction events sponsored by the broker-dealer or (ii) refers investors to a Fund or other products advised by Kingdon, Kingdon does not take such services into account when determining best execution or when selecting the broker-dealer. Kingdon has established a Brokerage Committee that meets at least one time per year and oversees Kingdon’s brokerage relationships including, but not limited to, conducting an internal broker vote and allocating brokerage commissions. Potential trade errors are also reviewed and discussed by the Brokerage Committee on an as-needed basis. Research and Other Soft Dollar Benefits Kingdon will limit the use of “soft dollars” to obtain services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934. Research services within Section 28(e) that Kingdon may receive include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio investments and strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; advice from industry professionals, lawyers, tax professionals and accountants regarding actual and potential investments; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such - 29 -

as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a selfregulatory organization such as comparison services, electronic confirms or trade affirmations. In some instances, Kingdon may receive a product or service that may be used only partially for functions within Section 28(e) (e.g., an order management system, trade analytical software or proxy services). In such instances, Kingdon will make a good faith effort to determine the relative proportion of the product or service used to assist Kingdon in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting Kingdon in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by Kingdon from its own resources. Research and brokerage services obtained by the use of commissions arising from a Fund’s portfolio transactions may be used by Kingdon in its other investment activities on behalf of another Fund, and thus, a Fund may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. Therefore, the availability of “soft dollars” from certain brokers presents Kingdon with a conflict of interest and may provide incentives for Kingdon to use the services of certain brokers regardless of whether it is in the best interests of a particular Fund. Although Kingdon will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services creates a potential conflict of interest between Kingdon and its Funds. Kingdon has entered into Commission Sharing Arrangements (“CSA”) for thirdparty research in order to support its best execution obligations. In this regard, Kingdon may direct a particular executing broker-dealer to allocate a portion of its commission to a research provider, either directly or through a CSA pool to be paid at a later time. Kingdon does not direct brokerage to particular broker dealers solely in return for soft dollar benefits. - 30 -

Brokerage for Client Referrals Kingdon may select a broker-dealer that refers investors to a Fund or refers agents or employees to Kingdon, although Kingdon does not consider referrals in seeking to achieve the best execution for a Fund. Directed Brokerage Kingdon determines the selection of particular broker-dealers for securities transactions of the Funds subject to Kingdon’s policy to seek best execution for such transactions. Kingdon does not recommend, request or require that a Fund direct it to execute transactions through a specified broker-dealer, nor does Kingdon permit a Fund to direct brokerage. Aggregation of Client Orders When Kingdon deems the purchase or sale of securities to be in the best interest of more than one Fund, Kingdon may, but is not obligated to, aggregate the securities to be purchased or sold. Combining purchase or sale orders in this manner may result in superior execution and/or lower brokerage expenses; however, it may also decrease the prices received or increase the prices required to be paid for the securities sold or purchased. In such event, including in instances where there is a limited supply of an investment opportunity or a limited ability to realize upon an investment under favorable circumstances, allocation of the securities purchased or sold, as well as expenses incurred in the transaction, shall generally be made pro rata based on assets under management or in such other manner which Kingdon considers to be fair and equitable (which may include procedures that would allocate positions below a de minimis size solely to a specific Funds or that would rotate investment opportunities to a certain Fund). Please refer to Item 11 for a more detailed discussion of the allocation of investment opportunities.

Kingdon does not participate in arrangements with non-Clients that result in Kingdon receiving an economic benefit for providing investment advice or other services to its Clients. Neither Kingdon nor its related persons compensate any person for Client referrals. Kingdon has engaged local agents in certain jurisdictions outside of the United States largely in satisfaction of local regulatory requirements related to investors in a Fund in those jurisdictions.

There are no material legal or disciplinary events required to be disclosed under this Item 9.

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Kingdon’s Portfolio Manager, Mark Kingdon (the “Portfolio Manager”), is responsible for reviewing each Fund’s portfolio on a regular basis. The Portfolio Manager has responsibility for determining overall exposure for the Funds, allocating capital and managing overall and individual sector risk. Kingdon has established a Valuation Committee that meets at least once per calendar quarter, whether in person, via conference call or through electronic mail, to review valuations of certain investments of the Funds according to Kingdon’s valuation procedures. Intra-quarter, the Valuation Committee may from time to time review valuations of certain investments of the Fund via email or conference call. The valuation procedures are not absolute limitations or - 31 -

restrictions and are subject to change by Kingdon, in its sole and absolute discretion, at any time without prior approval or prior written notice to investors. Investors in the Funds receive written unaudited statements of capital accounts monthly, letters regarding performance semi-annually and audited year-end financial statements annually.

Kingdon is deemed to have custody, as defined in Rule 206(4)-2 under the Advisers Act, of funds or securities of the Funds. For all of the Funds except Kingdon Healthcare Private Equity, LLC, Kingdon relies on the “audit exemption” in Rule 206(4)-2(b)(4) under the Advisers Act, which exempts an adviser to a limited partnership, limited liability company or other pooled investment vehicle from the requirement to deliver account statements to its clients if the adviser requires the vehicle to be audited annually by an independent public accountant that is registered with the Public Company Accounting Oversight Board and distributes the audited financial statements annually to the investors in the vehicle. For Kingdon Healthcare Private Equity, LLC, Kingdon relies on the “surprise exam” under Rule 206(4)-2(a)(4) and has engaged PricewaterhouseCoopers, an independent public accountant, to conduct an annual surprise examination of that fund’s assets.

Kingdon has discretionary authority to manage the securities accounts of each Fund under the relevant investment management agreements (which customarily do not place limitations on Kingdon’s authority to manage the Fund) and, as applicable, the governing documents of the Fund. The authority is given to Kingdon through each Fund’s governing documents and/or relevant investment management agreements and may include a power of attorney and appointment for Kingdon to act as an agent for the Funds.

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Kingdon generally has the authority to vote client securities. In accordance with Rule 206(4)-6 under the Advisers Act, Kingdon has adopted and implemented written policies and procedures for voting client proxies it receives. Kingdon’s general policy is to vote or abstain from voting proxy proposals, amendments, consents, or resolutions related to client portfolio securities (collectively, “proxies”), in a manner that serves the best interests of its Funds. In order to facilitate the proxy voting process, Kingdon has engaged an independent proxy voting service (the “Proxy Service”) to vote proxies for the Funds on Kingdon’s behalf. The Proxy Service allows Kingdon to vote for the Funds according to the guidelines set out by the Proxy Service. The Proxy Service automatically casts votes for Kingdon, on each Fund’s behalf, in accordance with the voting guidelines. On an annual basis, Kingdon reviews the Proxy Service’s proxy voting guidelines and reviews reports indicating how individual votes have been cast. While it is Kingdon’s policy to generally follow the guidelines, Kingdon retains the right, on any specific proxy, to vote differently from the guidelines, if Kingdon believes it is in the best interests of a Fund. Any such exceptions will be reviewed and documented. Kingdon will maintain records for each matter relating to a portfolio security with respect to which a Fund was entitled to vote. A copy of Kingdon’s proxy voting policies and its voting record will be provided to clients upon request.

Kingdon does not require the payment of fees or other compensation six months or more in advance. There exists no financial condition of which Kingdon is currently aware that would impair Kingdon’s ability to meet contractual commitments to its clients. Kingdon has not been the subject of a bankruptcy petition within the past 10 years.

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