Lynx1 Capital Management LP

Lynx1 Capital Management LP (“LCM”) is a Delaware limited partnership that was formed in May 2020. Lynx1 Capital Advisors LLC (“LCA”), its relying adviser, is a Puerto Rico limited liability company that was formed in August 2020. LCM and LCA are jointly referred to herein as the “Firm.” The Firm is principally owned and controlled by Weston Nichols, the Firm’s Founder and Chief Investment Officer (the “CIO”). LCM provides discre onary investment advice to the following private funds (together, the “Flagship Funds” or the “Funds”): (i) Lynx1 Onshore Fund LP (the “Onshore Fund”), (ii) Lynx1 Offshore Fund LP (the “Offshore Fund”) and (iii) Lynx1 Master Fund LP (the “Master Fund”). The Onshore Fund and Offshore Fund are feeder funds that invests through the Master Fund. LCA serves as the sub-adviser to the Funds. The Firm also sub-advises a fund through a separately managed account (the “SMA”).The Firm intends to provide investment advice to addi onal private funds and SMAs in the future. References throughout this document to “clients” refer to the Funds, the SMA, and any other private funds or SMAs that the Firm advises in the future. Client accounts are managed in accordance with their own investment and trading objec ves, as described in their respec ve offering documents, governing agreements or advisory agreements (collec vely, the “Governing Documents”), as applicable. The Firm does not permit investors in the Funds to impose limita ons on the investment ac vi es described in the Funds’ Governing Documents. Under certain circumstances, the Firm may contract with a client to adhere to limited risk and/or opera ng guidelines imposed by that client. The Firm would nego ate such arrangements on a case-by-case basis. (See Item 16 - Investment Discre on.) Lynx1 Fund GP LLC, one of the Firm’s related persons (the “Lynx1 GP”), serves as the general partner to certain Funds. The Firm does not par cipate in wrap fee programs. As of December 31, 2025, the Firm managed approximately $626,680,245 of regulatory assets under management on a discre onary basis. The Firm does not manage any assets on a non-discre onary basis.

The Firm’s fees and compensa on are described in its clients’ Governing Documents. All of the Firm’s clients are “qualified purchasers” (as defined in Sec on 2(a)(51) of the Investment Company Act of 1940, as amended). The Firm is paid management fees from the Flagship Funds quarterly in advance generally at a rate of 2.0% for Class A and 1.5% for Class B. Once paid, such management fees are non-refundable. The Firm deducts management fees from the Flagship Funds. The Firm may reduce or waive management fees with respect to any investor (including any affiliates of the Firm). The Firm does not expect that management fees will be paid with respect to shares or interests of the Flagship Funds held (directly or indirectly) by or for the benefit of the CIO, the Firm’s employees or their respec ve affiliates, or immediate family members of such par es. The SMA is not subject to management fees. The Lynx1 GP will be en tled receive performance-based alloca ons or carried interest from the Funds, as further described in Item 6 – Performance-Based Fees and Side-By-Side Management.

The Firm’s compensa on schedule with respect to any future client account will be contained in the Governing Documents rela ng to such account. The Flagship Funds will bear all of their opera ng expenses (collec vely, the “Flagship Fund Expenses”), which expenses will include, without limita on: (i) organiza onal and offering expenses, (ii) expenses associated with all investments and transac ons considered, evaluated and/or consummated by the Flagship Funds, as well as overall considera on and evalua on of the Flagship Funds’ por olio, including, without limita on, those expenses incurred before the ini al closing of the Flagship Funds, including, without limita on, expenses associated with sourcing, nego a ng, inves ga ng, researching, financing and structuring of investments and poten al investments, whether or not consummated, including, without limita on, data and research onboarding, inges on, aggrega on, and analysis, third-party research, data, analy cs, modeling, risk, structuring, pricing, execu on and other third-party informa on systems, including, without limita on, installa on and maintenance, so ware and service fees (including, without limita on, the expenses with respect to data, data feeds, subscrip ons, expert networks, poli cal intelligence providers and reports), (iii) the costs of research-related computer hardware and so ware expenses, including, without limita on, Bloomberg terminals and subscrip ons and other market informa on systems, as well as the costs of research management systems and corporate access tracking systems, (iv) the costs of the Firm’s por olio management system and any other so ware used for accoun ng and/or monitoring of the por olio, including, without limita on, subscrip ons rela ng to, among other things, trading and order management systems and services, (v) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all investments of the Flagship Funds and all transac on and other costs associated therewith, including, without limita on, expenses associated with proxy research and vo ng services, (vi) travel (first-class or equivalent) and related expenses associated with investments and poten al investments, (vii) professional fees associated with investments and poten al investments, including, without limita on, consul ng, due diligence, accoun ng, valua on, financial, legal and other advisory fees and expenses, (viii) transac on fees, brokerage commissions, custodial fees, clearing and se lement charges and similar fees and expenses associated with the acquisi on, disposi on and se ling of investments and poten al investments, including, without limita on, in connec on with outsourced trading, (ix) expenses associated with legal and regulatory filings of the Flagship Funds in the United States, the Cayman Islands or in any other jurisdic on (including, without limita on, pursuant to Sec ons 13 and 16 of the Securi es Exchange Act of 1934, as amended (the “Exchange Act”), as well as the expenses associated with prepara on and filing of the Firm’s Form 13F, Form 13H and Form PF, if applicable, and any other similar filing in any other U.S. or non-U.S. jurisdic on, (x) administra ve, custodial, appraisal, valua on, legal, regulatory, compliance, consul ng, advisory and similar fees and expenses associated with the Flagship Funds’ opera ons, investments and transac ons, including, without limita on, fees and expenses of the Flagship Funds’ administrator and the costs of client rela onship management systems, (xi) expenses incurred in connec on with responding to requests or inquiries from any U.S. federal, state, local or non-U.S. governmental en ty or authority, regulatory body or self-regulatory organiza on with respect to the Flagship Funds, (xii) broken-deal, failed transac on, break-up and similar fees, costs and expenses (if any), (xiii) costs and expenses of leverage or any other borrowings of the Flagship Funds, including, without limita on, interest charges and fees, (xiv) expenses incurred in the collec on of monies owed to the Funds, (xv) audi ng and accoun ng expenses of the Flagship Funds, including, without limita on, expenses associated with the prepara on of financial statements, tax returns and Schedules K-1 and the fees and expenses of the auditor, (xvi) any en ty-level taxes, fees or other governmental charges on the Flagship Funds, including, without limita on, any withholding taxes not due to the status or noncompliance of a par cular investor, (xvii) costs and expenses associated with investor communica ons and reports and the delivery thereof to investors, (xviii) the costs of service providers or so ware to measure or monitor risk

metrics, to aggregate posi ons and/or to provide repor ng with respect to risk metrics and/or posi ons, (xix) costs and expenses associated with mee ngs of the investors, including, without limita on, the reasonable costs of the Firm’s travel (first-class or equivalent) to such mee ngs, (xx) insurance expenses, including, without limita on, general partner liability insurance and other policies, if any, as well as the Flagship Funds’ share of expenses with respect to directors’ and officers’ liability insurance and errors and omissions insurance, (xxi) costs and expenses (including, without limita on, en ty-level taxes, fees or other governmental charges) associated with the forma on, organiza on and opera on of any subsidiary, special purpose vehicle, alterna ve investment vehicle, holding company or similar en ty formed with respect to investments, credit facili es or other transac ons entered into for the benefit of the Flagship Funds, (xxii) wind-up, liquida on, termina on and dissolu on expenses, (xxiii) costs, fees and expenses related to registra on, qualifica on and/or exemp on under any applicable U.S. federal, state, local or non-U.S. laws, rules or regula ons, including, without limita on, blue sky fees, Form D, Form 8.3, Commodity Futures Trading Commission filings and no ces and other securi es and/or investment-related filing expenses, (xxiii) costs related to any transfers of Interests, unless otherwise charged to or borne by the applicable transferor and/or transferee, (xxiv) expenses incurred in connec on with the prepara on of any amendment to the Flagship Funds’ opera ng agreements or offering memoranda, as well as the prepara on or amendment of any side le er, (xxv) expenses incurred in connec on with pursuing, defending or par cipa ng in any li ga on, arbitra on, media on or similar proceeding by the Flagship Funds, (xxvi) any extraordinary expenses (including, without limita on, all li ga on-related and indemnifica on and contribu on expenses, including, without limita on, the amount of any judgment or se lement paid in connec on therewith), (xxvi) management fees, (xxvii) fees of the independent members of a Flagship Fund’s Advisory Board if and when formed, and (xxvii) all other fees, costs, charges and expenses associated with the business, affairs and/or opera ons of the Flagship Funds, including, without limita on, any other cost that may otherwise be paid by the Flagship Funds with so dollars pursuant to Sec on 28(e) of the Exchange Act. In general, each Flagship Fund investor will bear its propor onate share of the Flagship Fund Expenses on a pro rata basis with respect to the size of its investment in the Flagship Funds. The Firm may, however, allocate expenses on another basis, including by alloca ng certain expenses to certain (but not all) investor or capital accounts, if it determines that such an alloca on is more equitable. The SMA shall bear all trading commissions, margin interest, exchange fees, data fees and regulatory fees incurred by, and related to, the Investment Por olio (“IMA Expenses”); provided, to the extent that any IMA Expenses relate to services that are shared by one or more of the Firm’s Clients, the Client’s account shall bear no more than its pro rata share of such IMA Expenses. In no event shall IMA Expenses include costs or expenses of the Firm or its affiliates (such as costs associated with prepara on and filing of Form ADV, Form PF, etc.). Such IMA Expenses are subject to an expense cap as described in the investment management agreement (the “IMA”). To the extent that a client benefits from an item that is chargeable to other clients, but is not permi ed to incur such expense under its Governing Documents, the Firm will bear such client’s pro rata por on of the expense. The expenses that would be charged to any future client account would be determined on a case-by-case basis. From me to me, the Firm may offer certain investors and other par es opportuni es to co-invest in certain investments alongside its clients. The Firm or its affiliates may receive fees and/or performancebased alloca on from third-party co-investors, which may differ as among such co-investors

and also likely will differ from (and may be more favorable than) the fees and/or performance-based compensa on borne by the Firm’s clients. Where a co-investment vehicle is formed, such en ty generally will bear expenses related to its forma on and opera on, many of which are similar in nature to those borne by the Funds. Investors are encouraged to carefully read each Fund’s Governing Documents for more informa on about expenses related to co-investment opportuni es. For a more detailed discussion of brokerage and transac on costs, see Item 12 - Brokerage Prac ces.

Methods of Analysis and Investment Strategies Generally The Flagship Funds The investment objec ve of the Flagship Funds is to generate a rac ve, risk-adjusted returns over the long term, powered by major technological breakthroughs and advances in human health, by employing a longonly equity strategy focused on biotechnology, with ability to enter into certain hedging transac ons. The Firm intends to rely on deep fundamental research, scien fic exper se and extensive experience to iden fy long investments for the Flagship Funds’ por olio, and will seek a rac ve commercial rewards and technical risks with respect to posi ons in such investments. The investment strategies described herein are those that the Firm expects to employ on behalf of the Flagship Funds. However, except as expressly set forth in the Flagship Funds’ Governing Documents, there are no limita ons on the investment strategies that the Flagship Funds may employ in order to opportunis cally respond to, or to take advantage of, changing market condi ons and new investment opportuni es. Further, the Firm may invest opportunis cally in securi es or transac ons that vary from the core strategy of the Flagship Funds. Future Client Accounts The Firm expects that future client accounts would pursue various strategies, some of which could be the same or similar strategies as the Flagship Funds, as set forth above. The above descrip on of the Firm’s investment strategies, techniques, methods and processes is intended only as a general overview, and is subject to the specific terms of the wri en agreements with clients. Inves ng in securi es involves risk of loss that clients and investors should be prepared to bear. Risk Factors The Firm’s investment strategy involves significant risks. A discussion of the material risks is provided below. Prospec ve clients and investors are strongly urged to review the applicable Governing Documents carefully and consult with their own financial, legal and tax advisers before inves ng with the Firm.

Risk Factors Applicable to the Clients General Investment and Trading Risks. All securi es investments present a risk of loss of capital. Vola le financial markets increase that risk. If the Firm’s evalua on of an investment opportunity should prove incorrect, the Funds could experience losses as a result of a decline in the market value of securi es in which the Funds holds a long posi on. The risk management techniques that may be used by the Firm do not provide any assurance that the Funds will not be exposed to a risk of significant investment losses. No guarantee or representa on is made that the Funds’ investment program will be successful, that the Funds will achieve their targeted returns or that there will be any return of capital to investors. In addi on, investment results may vary substan ally over me. Investment Judgment. The profitability of a significant por on of the Funds’ investment program depends to a great extent upon correctly assessing the future profitability of companies and future price movements of securi es and other investments. There can be no assurance that the Firm will be able to accurately predict the long-term results of any security or other investment. General Economic Condi ons. The success of the Funds’ ac vi es will be affected by general economic and market condi ons, such as interest rates, availability of credit, infla on rates, economic uncertainty, changes in laws (including laws rela ng to taxa on of the Funds’ investments), tax considera ons and tax treatment, trade barriers, currency exchange controls and na onal and interna onal poli cal circumstances (including wars, terrorist acts and security opera ons). These factors may affect the level and vola lity of the prices and liquidity of the Funds’ investments and could impair the Funds’ profitability or result in losses. The Firm may consider some or all of these factors when making trading decisions. The Funds could incur material losses even if the Firm reacts quickly to difficult market condi ons, and there can be no assurance that the Funds will not suffer material losses and other adverse effects from broad and rapid changes in market condi ons in the future. Investors should realize that markets for the financial instruments in which the Funds will seek to invest can correlate strongly with each other at mes or in ways that are difficult for the Firm to predict. Even a well-analyzed approach may not protect the Funds from significant losses under certain market condi ons. Available Informa on. The Firm may select investments, in part, on the basis of informa on and data filed by the issuers of securi es with various government regulators or made directly available to the Firm by such issuers, or through sources other than the issuers. Although the Firm evaluates all such informa on and data, and seeks independent corrobora on when the Firm considers it appropriate and when it is reasonably available, the Firm is not in a posi on to confirm the completeness, genuineness or accuracy of such informa on and data, and in some cases, complete and accurate informa on is not readily available. Ins tu onal Risks. Ins tu ons will have custody of the assets of the Funds. Certain assets of the Funds will be exposed to the credit risk of the dealers, brokers and exchanges through which the Firm deals, whether the Firm engages in exchange-traded or off-exchange transac ons. These firms and/or financial ins tu ons, regardless of how large or well-capitalized, may encounter financial difficul es that impair the opera ng capabili es or the capital posi on of the Funds. If any broker-dealer or other financial ins tu on holding the Funds’ assets were to become bankrupt or insolvent, it is possible that the Funds would be able to recover only a por on, or in certain circumstances, none of its assets held by such bankrupt or insolvent en ty. Financial Crises and Effects on Global Financial Markets. World financial markets have in the past experienced and may in the future experience extraordinary market condi ons, including, among other things, extreme losses and vola lity in securi es markets and the failure of credit markets to func on. In

reac on to these events, regulators in the U.S. and several other countries previously have taken and may in the future take regulatory ac ons. However, global financial markets may remain vola le, and it is uncertain whether regulatory ac ons will be able to prevent losses and vola lity in securi es markets. It is possible that regulatory ac ons might increase the possibility of future vola lity. Regula ons may increase market fragmenta on and decrease the global flow of capital as it may be too difficult for the Funds and other market par cipants to comply with mul ple regulatory regimes. There may be significant new regula ons that could limit the Funds’ ac vi es and investment opportuni es or change the func oning of capital markets, and there is the possibility of regional and/or worldwide economic downturn. Consequently, the Funds may not be capable of, or successful at, preserving the value of its assets, genera ng posi ve investment returns or effec vely managing its risks. Other Catastrophic Risks. In addi on to the poten al risks associated with an outbreak of a novel and highly contagious form of coronavirus (“COVID-19”), the Funds may be subject to the risk of loss arising from direct or indirect exposure to a number of types of other catastrophic events, including without limita on (i) other public health crises, including any outbreak of SARS, H1N1/09 influenza, Zika avian influenza, other coronaviruses, Ebola or other exis ng or new epidemic diseases, or the threat or fear thereof; or (ii) other major events or disrup ons, such as hurricanes, earthquakes, tornadoes, fires, flooding and other natural disasters; acts of war, military conflicts, social unrest or terrorism, including cyberterrorism; or major or prolonged power outages or network interrup ons. Such events could exacerbate poli cal, social and economic risks previously men oned and result in significant breakdowns, delays and other disrup ons on a local, regional and global scale, which may have adverse effects on the opera ng performance of the and its por olio companies. The extent of the impact of any such catastrophe or other emergency on the Funds and its por olio companies’ opera onal and financial performance will depend on many factors, including the dura on and scope of such emergency, the extent of any related travel advisories and restric ons, the impact on overall supply and demand for goods and services, investor liquidity, consumer confidence and levels of economic ac vity, and the extent of its disrup on to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. In par cular, to the extent that any such event occurs and has a material effect on global financial markets or specific markets in which the Funds par cipates (or has a material effect on any Fund por olio companies or loca ons in which such por olio companies or the Firm operates or on any of their respec ve personnel) the risks of loss could be substan al and could have a material adverse effect on the Funds or the ability of the Firm to fulfill its investment objec ves. Cyber Security Breaches and Iden ty The . The informa on and technology systems of Lynx1 GP, the Firm, their affiliates, the Funds and their service providers and their por olio companies may be vulnerable to damage or interrup on from computer viruses, network failures, computer and telecommunica on failures, infiltra on by unauthorized persons, other security breaches and/or usage errors by their respec ve professionals. The techniques used to obtain unauthorized access to data, disable or degrade service or sabotage systems change frequently and may be difficult to detect for long periods of me. Hardware or so ware acquired from third par es may contain defects in design or manufacture or other problems that could unexpectedly compromise informa on security. Although Lynx1 GP, the Firm and/or their affiliates have implemented, or expect to implement, measures to manage risks rela ng to these types of events, if these systems are compromised, become inoperable for extended periods of me or cease to func on properly, Lynx1 GP, the Firm, their affiliates, one or more Lynx1 Funds, their service providers and/or their por olio companies may have to make a significant investment to fix or replace them. The failure of these systems for any reason could cause significant interrup ons in such par es’ opera ons and/or a failure to maintain the security, confiden ality or privacy of sensi ve data, including personal informa on rela ng to investors (and the beneficial owners of

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Investors in the Funds are generally ins tu onal investors, funds of funds and high net worth individuals that qualify as “accredited investors” (as defined in Rule 501 under the Securi es Act of 1933, as amended) and qualified purchasers. The minimum ini al investment for the Flagship Funds is $5,000,000. The Firm has waived such minimum and, in its discre on, has the ability to do so in the future under certain circumstances. If the Firm determines to require a minimum investment for any future client accounts, it will make that determina on on a case-by-case basis.

The Lynx1 GP will be en tled to receive a performance alloca on from the Flagship Funds on an annual basis and upon withdrawals by investors. Such performance alloca on will be based on the net capital apprecia on of the Flagship Funds’ assets and is subject to a loss-carryforward mechanism. Generally, the performance alloca on for Class A is 20% and 25% for Class B. The Firm is also en tled to a performance fee from the SMA. More informa on about the performance fee the firm is en tled to can be found in the IMA between the firm and the SMA. The Firm or its affiliates may reduce or waive performance-based alloca ons or carried interest with respect to any investor (including any affiliates of the Firm). The Firm does not expect that performancebased alloca ons or carried interest will be allocated or charged with respect to shares or interests of the Funds held (directly or indirectly) by or for the benefit of the CIO, the Firm’s employees or their respec ve affiliates, or immediate family members of such par es. Side-by-Side Management Performance-based compensa on arrangements create an incen ve for the Firm to recommend investments that may be riskier or more specula ve than those that would be recommended under a different compensa on arrangement. Performance-based compensa on arrangements could also create an incen ve for the Firm to favor accounts with higher compensa on rates over other accounts when alloca ng investments. The Flagship Funds operate a master-feeder structure and the SMA pursues solely opportunis c investments. Nonetheless, the Firm has adopted procedures designed and implemented to seek to ensure that all clients are treated fairly and equitably, and to prevent such conflict from influencing the alloca on of investment opportuni es among the Firm’s clients. When par cipa on in a specific investment is deemed to be appropriate for more than one client account, the Firm will seek to allocate such investment opportuni es between such accounts on a fair and equitable basis under the circumstances exis ng at such me based upon a number of factors, which may include one or more of the following: (i) its clients’ investment programs and investment objec ves, investment capacity, amount of deployed and undeployed capital, fixed investment periods (if any), available leverage, desired leverage or available cash, tax, legal and regulatory considera ons, overall por olio composi on, tolerance for vola lity and risk, desired concentra on, exposure and diversifica on targets, liquidity needs, different terms governing the client accounts, risk profile, investment guidelines and restric ons, to avoid odd-lots, the desire to avoid de minimis alloca ons, and/ such other factors that the Firm determines are consistent with fair and equitable treatment of its clients over me. In addi on, because clients’ management fees and performance-based alloca ons (in the case of the Flagship Funds) are generally based on the net asset values of their accounts, the Firm will have a conflict of interest in valuing assets held by such accounts. To mi gate this conflict, the Firm has implemented and

follow documented valua on policies and expects to periodically consult with auditors and the administrator to each Fund.

Industry Affilia ons The Firm is not registered and does not have an applica on pending to register as a broker-dealer or a registered representa ve of a broker-dealer, respec vely. The Firm and its management persons are not registered as, and do not have any applica on pending to register as futures commission merchants, commodity pool operators, commodity trading advisors, or an associated person of the foregoing en es.

The Firm does not recommend or select other investment advisers for the Funds or SMA. Services by the Firm’s Related Person As noted above, the Lynx1 GP serves as the general partner to certain Funds. Management of Mul ple Client Accounts The management of mul ple client accounts results in a poten al conflict of interest when the Firm and its related persons allocate me and investment opportuni es among such accounts. For example, the Firm’s CIO and/or other related persons have more of their personal assets invested in certain client accounts than in others. In addi on, the compensa on the Firm earns from each client account differs from the compensa on earned from other client accounts. In order to mi gate associated conflicts, the Firm follows documented procedures regarding the alloca on of investment opportuni es among its clients. (See Item 6 – Performance-Based Fees and Side-By-Side Management) A cross-trade occurs when an investment adviser effects a trade between two or more of its advisory clients. If the Firm were to cause a cross-trade between two clients, it may result in a conflict of interest because the transac on may result in benefits to one client that may be greater than the benefits to the other client. The Firm does not generally expect to engage in cross trades. In the event that the Firm determines to make a cross-trade, it will only do so if it determines that it is in the best interests of, and is fair and equitable to, the par cipa ng clients. All cross-trades between clients require the prior approval of the Firm’s Chief Compliance Officer (the “CCO”). Cross-trades, if any, would generally be made at the closing price for the applicable security on such day or, if no closing price is available, at a price for the relevant security that is determined in accordance with the Firm’s valua on policies. No brokerage commission, transfer fee or other commission will be paid to the Firm or its affiliates in connec on with any such transac on.

Code of Ethics Overview The Firm has adopted a Code of Ethics, which is designed to help ensure that it conducts its business in accordance with all applicable laws and regula ons and in an ethical and professional manner. In addi on, the Firm’s Code of Ethics sets forth standards of conduct for its employees to ensure that they conduct their business on the Firm’s behalf in a manner that enables the Firm to fulfill its fiduciary duty to its clients. Among other things, the Firm’s Code of Ethics: (i) governs personal trading by the Firm’s employees, (ii) contains the Firm’s policies with respect to gi s and entertainment, (iii) contains the Firm’s policies regarding certain outside ac vi es of its employees, , and (iv) sets forth the manner in which employees may report viola ons of law or the Firm’s policies and procedures. The Firm will provide a copy of its Code of Ethics to any client or prospec ve client upon request. Personal Trading Policy Employees are generally prohibited from engaging in personal trading in: (i) securi es of any issuers in the healthcare sector, including the biotechnology sub-sector, and (ii) other securi es unless they have obtained prior approval from the Firm’s CCO. Addi onally, employees are required to provide the Firm’s CCO with periodic repor ng rela ng to their trading ac vity and personal accounts. The Firm’s policies

rela ng to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee. Par cipa on or Interest in Client Transac ons The Firm makes available to qualified prospec ve investors the opportunity to invest in the Funds. The CIO has a significant personal investment in the Funds. In addi on, the Lynx1 GP, an affiliate of the Firm, is en tled to receive performance-based alloca ons or carried interest from the Funds. The Firm will not engage in a principal transac on unless it has determined that the transac on is in the relevant clients’ best interests and has obtained client consent in accordance with the Firm’s wri en procedures and applicable law.

Brokerage Prac ces

Selec on of Brokers The Firm will have an obliga on to seek to obtain “best execu on” for clients with respect to their trading ac vity. While not defined by statute or regula on, best execu on generally means the execu on of client trades at the best net price considering all relevant circumstances. The Firm seeks best execu on with respect to all types of client transac ons, taking into account various factors. Such factors include, among others: (i) the ability to achieve prompt and reliable execu ons, (ii) the ability to obtain access to a security, (iii) the financial stability and reputa on of the par cular broker-dealer, (iv) the quality, comprehensiveness, frequency of available research and related services considered to be of value to the Funds, and (v) the compe veness of commission rates in comparison with other broker-dealers. Brokers some mes suggest a level of business they would like to receive in return for the various services they provide. The Firm will not commit to provide any level of brokerage business to any broker, and actual brokerage business received by any broker may be less than the suggested alloca ons but can (and o en does) exceed the sugges ons, because total brokerage is allocated based on all the considera ons described above. The Firm’s CIO on a quarterly basis will evaluate, among other things, the execu on that it is receiving from brokers. In conduc ng its analysis, the CIO will consider the factors listed above, among others, and will review gi s and entertainment received, and any known conflicts of interests (e.g., direc ng commissions to a broker that employs a family member of one of the Firm’s employees). Research and Other So Dollar Benefits The Firm does not currently have any formal so dollar arrangements, but we may enter into such arrangements in the future. Nonetheless, the Firm executes transac ons on behalf of the Firm’s clients with brokers that may provide the Firm with access to bundled services, including access to proprietary research reports (such as standard investment research, economic and market informa on, and credit reports), corporate introduc ons, and invita ons to a end conferences. These services are generally made available to ins tu onal investors doing business with such brokers. If the Firm engages in so dollar transac ons in the future, the Firm intends to comply with the safe harbor provided by Sec on 28(e) of the Securi es Exchange Act of 1934, as amended.

Brokerage for Client Referrals Subject to applicable law, the Firm may direct client brokerage business to brokers that refer prospec ve investors to the Firm. Because such referrals, if any, are likely to benefit the Firm but may not provide a benefit to its clients, the Firm would have a conflict of interest with its clients when alloca ng brokerage business to such brokers. To mi gate this poten al conflict, the Firm will not allocate brokerage business to a referring broker unless it determines that such alloca on is consistent with the Firm’s best execu on du es. Trade Errors The Firm may on occasion experience errors with respect to trades made on behalf of client accounts. The Firm will reimburse each client account for losses resul ng from trade errors in accordance with the terms of such client’s Governing Documents or the exculpa on provisions in such documents, where applicable. Aggrega on of Orders Aggrega on, or “bunching,” describes a procedure whereby an investment adviser combines the orders of two or more clients into a single order for the purpose of obtaining be er prices and lower execu on costs. Aggrega on opportuni es for the Firm generally arise when more than one client account is capable of purchasing or selling a par cular security. To the extent that a security is purchased or sold for more than one client account, the Firm will generally aggregate orders for such security unless aggrega on is not consistent with its duty to seek best execu on or the terms of the investment guidelines and restric ons applicable to client accounts. Each client that par cipates in an aggregated order will par cipate at the average price for all of the Firm’s transac ons in that security on a given business day, with transac on costs shared pro rata based on each client’s par cipa on in the transac on. When an aggregated order is only par ally filled, the Firm will allocate the investment opportunity pro rata in accordance with its intended alloca on.

Other than the products and services that the Firm receives from broker-dealers (described above in Item 12), the Firm does not receive any economic benefits from third par es in connec on with the provision of investment advice to the Funds. The Firm does not compensate any third-party marketers for introduc ons to poten al investors or clients.

Disciplinary Informa on

There are no legal or disciplinary events that are material to a client’s or prospec ve client’s evalua on of the Firm’s advisory business or its management.

Review of Accounts Client por olios are reviewed, and their performance analyzed, by the Firm’s CIO on a regular basis. In addi on, the Firm’s CIO regularly reviews client por olios to confirm that the securi es held by them remain consistent with their investment strategies, objec ves and guidelines. Repor ng In addi on to the repor ng below, the Firm’s clients and investors may be provided with certain informa on about the Firm and the accounts that it manages in response to ques ons and requests, including in connec on with due diligence mee ngs. This informa on may not be distributed to other clients, investors or prospec ve investors. Each client and investor is responsible for asking such ques ons as it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited informa on provided by the Firm is sufficient for its needs. The Funds The Firm will furnish investors in the Funds with periodic wri en unaudited performance reports as set forth in their Governing Documents. In addi on, on an annual basis, the Firm will provide investors with

a copy of the relevant Fund’s annual audited financial statements and, if applicable, a statement of taxable income (Schedule K-1). Pursuant to “side le er” or other agreements, the Firm may provide certain investors with access to more frequent and/or more detailed informa on regarding the Funds’ securi es posi ons, performance, finances, and management and/or other informa on about the Funds or the Firm (including no fica ons of redemp ons from a Fund by the Firm and/or its personnel), possibly enabling such investors to be er assess the prospects and performance of the Funds. SMA The Firm provides the owners of the SMA with periodic reports at such mes as have been agreed upon with such owners. In addi on, any such owner would have full, real- me transparency as to all transac ons and holdings in the relevant account, and will be be er able to assess the future prospects of a por olio that may be substan ally similar to that of the Funds.

For purposes of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), the Firm will be deemed to have custody over the Funds’ assets. In accordance with the Custody Rule, a qualified custodian is not required to deliver quarterly account statements to the Funds or their respec ve investors as long as: (i) the Funds are audited by an independent public accountant that is registered with, and subject to inspec on by, the Public Company Accoun ng Oversight Board, (ii) the Funds’ audited financial statements are prepared in accordance with U.S. generally accepted accoun ng principles, and (iii) the Firm delivers such annual audited financial statements to investors within 120 days a er the end of each Fund’s fiscal year. The owners or advisers of the SMAs should carefully review the account statements that they receive from the custodians to their accounts and are urged to compare these account statements to the reports provided by the Firm directly to them or to their financial advisors.

Investment Discre on

The Firm has discre onary authority to manage securi es and other investments on behalf of client accounts. The investors in the Funds generally will not be able to place any limits on the Firm’s authority beyond the limita ons set forth in their respec ve Governing Documents. Under certain circumstances, the Firm may contract with a client to adhere to limited risk and/or opera ng guidelines imposed by the client. The Firm would nego ate such arrangements on a case-by-case basis.

Vo ng Client Securi es

The Firm generally has vo ng discre on over securi es in the Funds. Investors in the Funds will not be able to direct their votes in a par cular situa on. The Firm has adopted proxy vo ng policies and procedures, which are summarized below. The Firm may vote proxies on behalf of any SMA clients. In the absence of specific vo ng guidelines from the client or conflicts of interest, the Firm will vote all proxies in the best interests of each client, which may result in different vo ng results for proxies for the same issuer. In addi on, the Firm may determine to abstain from vo ng a proxy if it believes that such ac on is in the best interests of a par cular client. The Firm may take into account the following factors, among others, in determining if a specific proposal is in the best interests of a par cular client: (i) management of the issuer’s views and recommenda ons on such proposal, (ii) whether the proposal may have the effect of entrenching exis ng management and/or making management less responsive to shareholders’ concerns (e.g., ins tu ng or removing a poison pill, classified board of directors and/or other an -takeover measure), and (iii) whether the Firm believes that the proposal will fairly compensate management for its and/or the issuer’s performance. If the Firm deems that the issue being voted upon is not material for the Firm and its clients or it determines that the cost of vo ng such a proxy would exceed the expected benefit to the Firm’s clients, the Firm will not be obligated to vote on such ma er. Conflicts of interest may arise between the interests of clients on the one hand and the Firm or its affiliates on the other hand. If the Firm determines that it may have, or is perceived to have, a conflict of interest when vo ng proxies, the Firm will vote in accordance with its proxy vo ng policies and procedures. Upon the request by a client, the Firm will disclose to such client how it voted proxies for securi es owned by such client. The Firm will also provide a copy of its proxy vo ng policies and procedures to clients upon request.

Financial Informa on

The Firm is not required to include its balance sheet for its most recent fiscal year with this Brochure.