Matrix Capital Management Company, LP

Matrix Capital Management Company, LP

Matrix Capital Management Company, LP (“Matrix”), a Delaware limited partnership, commenced operations in 1999. Matrix is headquartered in Portsmouth, New Hampshire. David E. Goel and Paul J. Ferri are the founders of Matrix. David E. Goel, the Managing General Partner of Matrix, principally owns and controls Matrix and maintains ultimate authority over all investment decisions and the business affairs of Matrix. Matrix serves as the manager or management company, as the case may be, with discretionary investment authority to private pooled investment vehicles (each, a “Matrix Fund” and collectively, the “Matrix Funds”). All of the Matrix Funds are open-ended privately offered investment vehicles exempt from registration as investment companies under the Investment Company Act of 1940 (“1940 Act”). The Matrix Funds managed by Matrix include: i.

Matrix Capital Management Fund, L.P., a Delaware limited partnership (the “Domestic Fund”);

ii.

Matrix Capital Management Fund (Offshore) Ltd., a Cayman Islands exempted company (the “Offshore Fund”, and together with the Domestic Fund, the “Feeder Funds”); and

iii.

Matrix Capital Management Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Master Fund”), which serves as the Master Fund into which the Feeder Funds invest all of their investable assets through a “masterfeeder” structure.

Matrix General Partner, LP (the “Matrix General Partner”) is an affiliate of Matrix that also provides advisory services in its capacity as general partner of the Domestic Fund and the Master Fund (as defined above). As of the date of this Brochure, the Matrix General Partner is in the process of winding down the Matrix Funds. The Matrix Funds pursued the investment strategy set forth in such Fund’s (as defined herein) limited partnership agreement and offering memorandum (collectively, the “Matrix Governing Documents”). The Matrix Funds sought capital appreciation through investments principally in publicly-traded equity securities. Matrix does not provide specifically tailored investment advice to investors in the Matrix Funds, and investors may not impose investment restrictions on their investments in the Matrix Funds. Matrix does not participate in wrap fee programs. As of December 31, 2025, Matrix’s regulatory assets under management were approximately $1,566,764,638.00, all of which are managed on a discretionary basis. Matrix does not manage assets on a non-discretionary basis.

B.

AyurMaya Capital Management Company, LP

AyurMaya Capital Management Company, LP (“AyurMaya”, collectively with Matrix, the “Firm”), a Delaware limited partnership, commenced operations in 2021 and is a relying adviser on Matrix’s Form ADV. AyurMaya is headquartered in Portsmouth, New Hampshire. AyurMaya is solely owned and controlled by David E. Goel. AyurMaya serves as the manager with discretionary investment authority to the AyurMaya Capital Management Fund, LP, a Delaware limited partnership (the “AyurMaya Fund”, and together with the Matrix Funds, the “Funds” or “Clients”). The AyurMaya Fund is a closed-end, privately offered investment vehicle exempt from registration as an investment company under the 1940 Act. Unless the context otherwise requires, reference to the “Fund” includes the AyurMaya Fund. AyurMaya General Partner, LLC (the “AyurMaya General Partner”, collectively with the Matrix General Partner, the “General Partners”) is an affiliate of Matrix that also provides advisory services in its capacity as general partner of the AyurMaya Fund. In the third quarter of 2024, the AyurMaya General Partner terminated the investment period of the AyurMaya Fund The AyurMaya Fund made long term investments pursuant to the investment strategy set forth in such Fund’s limited partnership agreement and offering memorandum (the “AyurMaya Governing Documents”). The AyurMaya Fund is invested, primarily, in the equity and equity-related securities of companies in the tech/life sciences sector. AyurMaya does not provide specifically tailored investment advice to investors in the AyurMaya Fund, and investors may not impose investment restrictions on their investments in the Funds. AyurMaya does not participate in wrap fee programs. As of December 31, 2025, AyurMaya’s regulatory assets under management were approximately $756,942,657.66, all of which were managed on a discretionary basis. AyurMaya does not manage assets on a non-discretionary basis.

The fees applicable to each Fund are set forth in detail in each Fund’s governing documents (“Governing Documents”). Generally, the Firm is paid a fee for its advisory services (the “Management Fee”). Additionally, the General Partners may receive incentive allocations or carried interest (as applicable) (“Performance Allocation”). The Firm may, and has, in its discretion, agreed to waive all or a portion of the Management Fee with respect to a capital account or, with the consent of the investors, charge a Management Fee on a different basis or at a different rate. The Firm has the discretion to waive the payment of any Management Fee or Performance Allocation. The Firm reduces or waives Management Fees and/or Performance Allocation for certain affiliates and related persons of the Firm, including, without limitation, limited partners that are employees or partners of the Firm and/or their immediate family members, and accounts established for the benefit of such persons.

As more fully described in each Fund’s respective Governing Documents, the Funds will generally bear expenses in connection with their organizational matters and investment activities, in certain cases subject to an expense cap. The Firm will allocate expenses in accordance with its expense allocation policies and procedures. Certain expenses are the obligation of a particular Fund and are borne by such Fund. Conversely, certain expenses relate to more than one Fund and in such instances are generally allocated among such Funds on a pro rata basis. Neither Matrix, AyurMaya or any of its supervised persons accept any other forms of compensation. A.

Matrix Capital Management Company, LP

Management Fee Matrix is paid a Management Fee, payable quarterly in advance, with respect to each capital account. Effective as of January 1, 2025, the Management Fee from the Matrix Funds is equal to 0.25% (1% annualized) of such capital account’s balance. The Management Fee is calculated and payable as of the first day of each calendar quarter, giving effect to any contributions on that day. A pro rata Management Fee is assessed on any capital contributions accepted as of any date other than the first day of the quarter and charged to the capital account of the contributing investor. If an investor withdraws all or a portion of the balance of a capital account other than on the last business day of a calendar quarter, Matrix will repay to the Matrix Fund for disbursement to the withdrawing investor a pro rata portion of the Management Fee charged to such capital account. Without consent of the investors, the Management Fee may be charged to, and paid by, the Master Fund, instead of the Feeder Funds. Performance Allocation Matrix receives a Performance Allocation generally equal to 20% of realized and unrealized net profits of each Feeder Fund for each fiscal year; provided, that each such Fund maintains a bookkeeping account to determine the high-water mark (a “Loss Recovery Account”) that must be exceeded before the performance-based compensation with respect to an investor in a Matrix Fund is charged at a rate of 20%. The Loss Recovery Account of each investor in a Matrix Fund commences at zero. As of each adjustment date, the Loss Recovery Accounts of each Matrix Fund is either (i) increased by an amount equal to two and one-half times (250%) of any net loss allocated for such fiscal period or (ii) decreased (but not below zero) by the amount of any net profit allocated for such fiscal period. An investor will bear a Reduced Performance Allocation equal to 10% of its realized and unrealized net profits until the balance of its Loss Recovery Account is reduced to zero, and a Performance Allocation at the 20% rate thereafter. Unless otherwise determined by Matrix, in the event that a Matrix Fund is terminated or an investor withdraws or redeems other than at the end of a fiscal year, then for purposes of determining the applicable Performance Allocation, net capital appreciation will be determined as if such dates were the end of the fiscal year, subject to certain adjustments. Effective October 1, 2025, Matrix adopted changing the performance fee from a traditional "hedge fund" arrangement calculated on the basis of realized and unrealized gains and looses to a

traditional "private equity style" waterfall. The new performance compensation structure will be a back-ended, European-style waterfall model. Under this structure, Matrix will not receive its performance compensation (in the form of “carried interest”) until all investors have received (x) a full return of their capital account balances as of October 1, 2025, and (y) a full recovery of the Loss Recovery Account calculated as of September 30, 2025, consistent with the methodology used under the existing hedge fund fee arrangement. Any carried interest distributions will be subject to an after-tax clawback if, upon the final liquidation of the Fund, Matrix actually receives carried interest distributions in excess of the carried interest distributions it is entitled to receive under the distribution waterfall (net of taxes to which Matrix and its members bear in respect of such carried interest distributions). In addition, to accommodate the Matrix’s (and its partners’) periodic tax obligations with respect to allocations of income in respect of carried interest, the Fund will allow the Matrix to receive distributions to cover taxes on such allocated taxable income. Importantly, the Fund will no longer apply the modified high-water mark provision in connection with calculating performance compensation. The carried interest “rate” will be fixed at 10% across all investors. Under the new performance compensation structure, there will be no preferred return or catch-up provision. Expenses Matrix bears its own overhead expenses incurred in connection with managing the Matrix Funds, including expenses related to its office space, utilities, and employees, and all costs and expenses of travel undertaken by Matrix employees, including travel to perform due diligence related to acquiring prospective investments or to perform ongoing supervision of existing investments. The Matrix Funds bear, or reimburse Matrix for, expenses of its operations including but not limited to the following ordinary and extraordinary expenses: i.

research expenses (including costs of developing data analytics and ongoing diligence of existing investments);

ii.

investment expenses (i.e., brokerage and clearing expenses and commissions, dealer spreads, margin interest expenses, and issue and transfer taxes);

iii.

legal, administration, accounting and auditing services, including the fees of the Matrix Funds’ independent accountants and Administrator for record keeping and price verification services;

iv.

expenses associated with regulatory filings related to portfolio investments;

v.

taxes and governmental fees;

vi.

Management fees;

vii.

insurance premiums, interest charges and all corporate fees payable to federal, state or other governmental agencies;

viii.

costs of investor notices and reports and the typesetting and printing of its offering memorandum;

B.

ix.

bookkeeping, custodial, tax reporting and pricing and valuation fees and expenses;

x.

fees and disbursements of the Master Fund’s Prime Broker(s);

xi.

consultant fees (including fees of independent contractors used for research and other investment related purposes);

xii.

all expenses of Limited Partners’ meetings; and

xiii.

litigation and indemnification expenses, other costs and expenses incurred in connection with the business or operation of the Funds, and other extraordinary expenses not incurred in the ordinary course of the Fund’s business.

AyurMaya Capital Management Company, LP

Management Fees AyurMaya receives a Management Fee from the AyurMaya Fund equal to 0.375% (1.5% annualized) of total invested capital, subject to certain reductions identified in the Fund’s Governing Documents. Carried Interest AyurMaya receives performance-based compensation (“Carried Interest”) upon the realization of proceeds from investments; specifically, the AyurMaya Fund allocates 20% of such proceeds to the AyurMaya General Partner, subject to the return of capital contributions to investors. Expenses AyurMaya bears its own overhead expenses incurred in connection with managing the AyurMaya Fund, including expenses related to its office space, utilities, and employees, and all costs and expenses of travel undertaken by AyurMaya, including travel to perform due diligence related to acquiring prospective investments or to perform ongoing supervision of existing investments. The AyurMaya Fund bears, or reimburses AyurMaya for, expenses of its operations and/or investments, including: i.

expenses incurred in connection with the actual or proposed acquisition or disposition of portfolio investments, whether or not consummated, including accounting fees, consulting fees, due diligence expenses, brokerage and clearing expenses, commissions and fees, dealer spreads, margin interest expenses and other investment and financing costs, legal fees, issue and transfer taxes, costs related to the registration or qualification for sale of securities and broken-deal, break-up or similar fees, costs and expenses;

ii.

expenses incurred in connection with monitoring and hedging portfolio investments, including legal, insurance, accounting, custodial and safekeeping, consulting and auditing expenses and ongoing diligence expenses;

iii.

expenses relating to pricing and valuations and research-related expenses (including costs of developing data analytics, hiring external consultants and/or other service providers);

iv.

other administrative, legal, advisory, custodial, accounting, auditing, banking, professional, consulting and appraisal fees and expenses, including fees and expenses associated with the maintenance of the AyurMaya Fund’s books and records, outsourcing certain of the financial reporting and accounting services provided to the AyurMaya Fund as well as the preparation, filing and distribution of the AyurMaya Fund’s financial statements, tax returns and IRS Schedules K-1 and other reports to investors;

v.

the management fee, and any out-of-pocket costs, expenses or losses incurred in generating or realizing (or in seeking to generate or realize) fees that are subject to the Management Fee Offset, as defined in the AyurMaya Fund’s Governing Documents;

vi.

taxes and other governmental charges, fees and duties payable by the AyurMaya Fund to federal, state, local and other governmental agencies;

vii.

expenses associated with regulatory filings related to the AyurMaya Fund and its investments;

viii.

expenses incurred in connection with any limited partner meetings and/or meetings of portfolio companies, and expenses of any related reporting;

ix.

expenses incurred in connection with any “most favored nations” disclosure in respect of any side letter or similar written agreement or any elections by an investor in respect thereof, and expenses incurred in connection with ongoing compliance with the terms of side letters or similar written agreements and related elections and requests by investors;

x.

litigation-related expenses (including investigation and preparation costs) and premiums for insurance protecting the AyurMaya Fund and related or indemnified persons from liabilities in connection with the AyurMaya Fund’s affairs;

xi.

costs and expenses that are classified as extraordinary expenses under U.S. generally accepted accounting principles;

xii.

costs and expenses incurred in connection with the organization and operation, winding up and liquidation of any the special purpose entity, holding company or similar entity formed with respect to portfolio investments, and costs and expenses incurred in connection with the eventual winding up and liquidating the AyurMaya Fund;

xiii.

expenses incurred in connection with amendments to the governing documents of the AyurMaya Fund or any special purpose entity, holding company or similar entity formed with respect to portfolio investments;

xiv.

costs related to any transfers of AyurMaya Fund interests, unless otherwise charged to or borne by the applicable transferor and/or transferee; and

xv.

any other expenses not listed in the preceding clauses that are not ordinary administrative and overhead expenses of AyurMaya and its affiliated management entities.

Matrix Capital Management Company, LP

Methods of Analysis and Investment Strategies The Master Fund sought capital appreciation principally through investments in publicly traded equity securities but with a portion of the portfolio invested in securities of private companies. Matrix’s primary goal was to generate an attractive risk-adjusted return by investing the Master Fund’s assets in a concentrated portfolio of long and short positions. Matrix sought to achieve this goal through maintaining a concentrated portfolio of long and short investments, over the long term, driven by differentiating research into company fundamentals. The process involved three key aspects: definition, initiation and allocation. Taken as a whole, the process was designed to inform and underpin Matrix’s decision when to initiate a position, at what level of conviction, and for what internal rate of return. Rather than spread Matrix’s attentions across the entire investable universe, the investment team focused on its areas of core competencies to define compelling investment themes and opportunities that will guide its stock picking. Under this aspect of the Master Fund’s strategy, its investment professionals brought to bear their deep sector expertise, familiarity with business models, and ability to identify and delineate broad trends that were expected to define markets over the medium and long term. The Master Fund’s investment program is speculative and entails substantial risks. There can be no assurance that the Master Fund’s investment objective will be achieved, and its investment results may vary substantially on a monthly, quarterly or annual basis. Risks Investment and Trading Risks in General Any investment in financial instruments carries certain market risks. An investment in the Funds is highly speculative and involves a high degree of risk due to the nature of the Master Fund’s investments and the investment strategies and trading strategies to be employed. An investment in the Funds should not in itself be considered a balanced investment program. Investors should be able to withstand the loss of their entire investment. All investments in financial instruments risk the loss of capital. No guarantee or representation is made that the Master Fund’s investment program will be successful. The investment program will involve, without limitation, risks associated with possible limited diversification, leverage, volatility, tracking risks in hedged positions, security borrowing risks in short sales, credit deterioration or default risks, systems risks and other risks inherent in the Master Fund’s activities. Certain investment techniques of the Master Fund can, in certain circumstances, magnify the impact of adverse market moves to which the Master Fund may be subject. In addition, the Master Fund’s investment in financial instruments may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where the Master Fund may invest its assets.

The Master Fund’s method of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Technology Sector The Master Fund is invested in the securities of issuers in the technology sector, which investments involve substantial risks. These risks include but are not limited to: (i) the fact that certain companies in the portfolio of the Master Fund may have limited operating histories; (ii) rapidly changing technologies and products which may quickly become obsolete; (iii) cyclical patterns in information technology spending which may result in inventory write-offs, cancellation of orders and operating losses; (iv) scarcity of management, engineering and marketing personnel with appropriate technological training; (v) the possibility of lawsuits related to technological patents; (vi) changing investors’ sentiments and preferences with regard to technology sector investments (which are generally perceived as risky) with their resultant effect on the price of underlying securities; and (vii) volatility in the U.S. stock markets affecting the prices of technology company securities, which may cause the performance of the Master Fund to experience substantial volatility. Furthermore, the Master Fund is invested in companies whose performance may be highly correlated with their ability to successfully implement new technology and/or exploit existing technologies. Technology-reliant sectors are challenged by various factors, including rapidly changing market conditions and participants, new competing products and services and improvements in existing products and services. There is no assurance that products or services sold by companies will not be rendered obsolete or adversely affected by competing products and services or other challenges. In the event that technology-reliant sectors decline or that companies are unable to utilize technology successfully and competitively, returns to investors may decrease. Investment and Trading Out of Sector The Master Fund may trade in sectors other than the technology sector, including for hedging purposes and/or on an opportunistic basis. Although out-of-sector positions are not expected to represent core positions, the profit or loss from those positions could have a material impact on the Master Fund’s performance. Highly Volatile Markets Both the markets and the prices of financial instruments in which the Master Fund has invested can be highly volatile. Price movements of equity and other securities and instruments in which the Master Fund’s assets are invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of government, and national and international political and economic events and policies. Fluctuations or prolonged changes in the volatility of securities and/or markets can adversely affect the value of investments held by the Master Fund.

Small- and Mid-Capitalization Issuers Investing in the securities of companies with small- or mid-capitalization can involve greater risk and the possibility of greater portfolio price volatility than is typically associated with equity investments in larger, more established issuers. Historically, stocks of small or mid-capitalization companies and recently organized companies have been more volatile in price than those of the larger market capitalization companies. Among the reasons for greater price volatility of the stocks of these smaller or medium-sized companies and the lower degree of liquidity in the markets for such stocks. Further, smaller or medium-sized companies and unseasoned companies may have limited product lines, markets or financial resources, and they may depend upon a limited or less experienced management group. The securities of small capitalization companies may be traded only on the over-the-counter markets or on a regional securities exchange and may not be traded daily or in the volume typical of trading on a national securities exchange. Leverage Leveraging the Master Fund creates an opportunity for increased net income or capital appreciation but, at the same time, creates special risk considerations. Although the principal of borrowings underlying any leverage will be fixed, the Master Fund’s assets may change in value during the time the borrowing is outstanding. Because any decline in value of the Master Fund’s investments will be borne entirely by the Master Fund (and not by those persons providing the leverage to the Master Fund), the effect of leverage in a declining market would be a greater decrease in the value of the Master Fund’s portfolio investments than if the Master Fund were not so leveraged. Leveraging creates interest expenses for the Master Fund, which can exceed the investment return from the borrowed funds. To the extent the investment return derived from securities purchased with borrowed funds exceeds the interest the Master Fund will have to pay, the Master Fund’s investment return will be greater than if leverage were not used. Conversely, if the investment return from the assets acquired with borrowed funds is not sufficient to cover the cost of leveraging, the investment return of the Master Fund will be less than if leverage were not used. Leverage may include borrowing and also the use of margin. Other borrowings take the form of, or are embedded in, margined option premiums, repurchase agreements, bank or dealer credit lines or the notional principal amounts of swap transactions. There can be no assurance that the Master Fund will be able to maintain adequate financing arrangements under all market circumstances. As a general matter, the banks and dealers that provide financing to the Master Fund can apply discretionary margin, haircut, financing and valuation policies, or impose other credit limitations or restrictions, whether due to market circumstances or government regulation or judicial action. Such application or losses may result in large margin calls, loss of financing, forced liquidations of positions at disadvantageous prices, termination of swap and repurchase agreements and crossdefaults to agreements with other dealers. Any such adverse effects may be exacerbated in the event that such limitations or restrictions are imposed suddenly and/or by multiple market participants simultaneously. The imposition of any such limitations or restrictions could compel the Master Fund to liquidate all or part of its portfolio at disadvantageous prices, perhaps leading to a loss of the Master Fund’s equity. The use of leverage may also result in the recognition of “unrelated business taxable income” for tax-exempt investors in the Offshore Fund.

Liquidation of Securities Matrix is responsible for determining the timing and manner of disposition of securities. Matrix seeks to attain the Master Fund’s primary investment objective of appreciation of capital in determining the manner and timing of the sale of securities, although sales may also be made in order to effect an orderly winddown of the Matrix Funds, to harvest profits, to pay distributions, to reduce leverage, to pay expenses, to pay withdrawals, to reduce the Master Fund’s exposure to losses or significant risks, or, in the case of debt securities, to adjust the risk, rate or maturity profile of the debt securities portfolio. Dispositions of securities may be effected through, among other methods, open market sales, inclusion in public offerings in which insiders may liquidate their holdings, or divestiture through privately negotiated sales to private sector buyers. Timing of the disposition of securities is critical to realizing optimal returns on the Master Fund’s investments, and depends on the issuer’s performance, the judgment of controlling investors as to value, financial market conditions and opportunities, and governmental restrictions or incentives, some or all of which may influence the possibility or profitability of such disposition. There can be no assurance that there will be a market for the Master Fund’s holdings when Matrix believes it appropriate to dispose of them. There is no certainty that there will ever be a public market for the securities of private companies held by the Master Fund. In addition, practical limitations may restrict the ability of the Master Fund to sell or distribute its securities in a private company, such as limitations imposed by coinvestors, financial institutions or management. The lack of liquidity of the Master Fund’s investments in private companies may preclude or delay any disposition of such investments, or reduce the proceeds that might otherwise be realized from any such disposition. Concentration of Holdings Matrix concentrated the Master Fund’s assets and, as the Master Fund winds down, the portfolio will become more concentrated. The Master Fund holds a few, relatively large (in relation to its capital) investment positions in the same or similar financial instruments, markets or industries or that individually or in the aggregate exhibit substantial price volatility, with the result that a loss in any such position could have a material adverse impact on the net asset value of the Master Fund. Consequently, the Master Fund has increased exposure to credit and market risks associated with such financial instruments, markets or industries. Hedging Strategies Matrix is not required to attempt to hedge portfolio positions in the Master Fund and, for various reasons, may determine not to do so. Furthermore, Matrix may not anticipate a particular risk so as to hedge against it. During the winddown process, the Master Fund will only invest in new financial instruments for risk management purposes, in order to (i) protect against possible changes in the market value of the Master Fund’s investment portfolio resulting from fluctuations in the securities market, (ii) protect the unrealized gains in the value of the Master Fund’s investment portfolio, (iii) facilitate the sale of any such investments, (iv) enhance or preserve returns, spreads or gains on any investment in the Master Fund’s portfolio, (v) hedge the interest rate or currency exchange rate on any of the Master Fund’s liabilities or assets, (vi) protect against any increase in

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Matrix and AyurMaya provide investment advisory services to the Matrix Funds and AyurMaya Fund, respectively. The Funds are formed as partnerships and limited companies in the U.S. and Cayman Islands. Interests in the Funds were offered pursuant to applicable exemptions from registration under the Securities Act of 1933 (“Securities Act”) and the 1940 Act. Investors in the Funds are generally “qualified purchasers” or “knowledgeable employees,” each as defined in the 1940 Act (and rules promulgated thereunder) and may include, among others, U.S. and foreignbased high net worth individuals, corporations, trusts, institutions, financial institutions, and government entities. The Matrix Funds and AyurMaya Fund impose a minimum initial investment of $5 million, which may be waived at the discretion of Matrix and AyurMaya respectively.

As disclosed in Item 5 – Fees and Compensation above, Matrix and AyurMaya accept performance-based compensation. Funds bear performance-based compensation calculated differently and subject to different terms, and there may be waivers for certain investor accounts. Matrix recognizes that managing Funds with differing terms relating to performance-based compensation (such as different loss carryforward limitations) presented potential conflicts of interest, including that Matrix may have had an incentive to favor a Fund from which it collects higher management fees and performance-based compensation over another when allocating investment opportunities. For instance, Matrix could have allocated a large share of more attractive investment opportunities to the higher fee-paying Fund, or spend more time and resources managing investments for such Fund. Generally, this conflict was mitigated, at least in part, by the Firm’s Investment Allocation Policy, which sets forth the specific considerations utilized when allocating investment opportunities. The Investment Allocation Policy seeks to ensure that investment opportunities are allocated in a fair and equitable manner. Please see Item 11 for additional information on the Investment Allocation Policy. The fact that the Firm is, in part, compensated based on the performance of the Funds may have created an incentive for the Firm to make investments on behalf of Funds that are riskier or more speculative than would be the case in the absence of the performance-based compensation arrangement. To mitigate this conflict, the Firm managed the Funds in accordance with the investment strategies and risk parameters disclosed in the Funds’ offering materials. As described more fully in Item 4 of this Brochure, the Matrix Funds are currently in wind down mode and the AyurMaya Fund has terminated its investment period. As a result, the Funds are not pursuing new investments (other than certain hedging or other protective positions). Therefore, conflicts that may have influenced the allocation or selection of investments are less material at this stage of the Funds’ lifecycle.

Neither Matrix, AyurMaya nor any of its management persons is registered, or has an application pending to register, as a broker-dealer, registered representative of a broker-dealer, futures commission merchant, commodity pool operator, commodity trading advisor, or associated person of any of the foregoing entities. Matrix, AyurMaya and the General Partners provide discretionary investment management services to the Funds, as further described in Item 4. The Firm does not recommend or select other investment advisers for its Clients nor does it have any other relationships or arrangements with related persons that are material to its advisory business or to its Clients.

Trading Code of Ethics The Firm is committed to fostering a culture of compliance. The Firm has adopted a Code of Ethics (“the Code”), consistent with the requirements of Rule 204A-1, which, among other things: •

sets forth the standards of professional conduct for all of our employees;

•

governs the treatment and forbids the misuse of material nonpublic information by our employees;

•

governs our employees’ personal securities transactions and holdings; and

•

requires all supervised persons to report violations of the Code to our Chief Compliance Officer (the “CCO”).

The Firm actively encourages its employees to contact the CCO for compliance and regulatory matters. Employees receive Code of Ethics training and are required, both initially upon the commencement of their employment and on annual basis thereafter, to acknowledge and certify that they have reviewed, understand and will comply with the policies and procedures as set forth in the Code of Ethics. The Code requires that employees disclose their personal securities holdings and transactions to the Firm on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions, including but not limited to, the securities of privately-offered companies. Matrix, AyurMaya, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for Clients. These activities have the potential to adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Clients. Potential conflicts also may arise due to the fact that the Firm and its personnel have investments in some Funds but not in others or may have different levels of investments in the various Funds. The Firm has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts arising as a result of personal trades in the same or similar securities made at or about the same time as Client trades. Investors and prospective investors may request a copy of the Code upon written request to investor@matrixlp.com.

Participation or Interest in Client Transactions The restrictions of the Code do not prohibit employees from investing in or having exposure to public and private investments that Matrix or AyurMaya has recommended to the Funds, subject to the preclearance requirements of the Code. Employees may and have invested in securities alongside the Funds subject to the preclearance requirements of the Code. In these circumstances, the employees may benefit from their knowledge of the evaluation, investigation, and due diligence undertaken by Matrix or AyurMaya on behalf of the Funds. Furthermore, employees will not share or reimburse the relevant Funds for any expenses incurred in connection with the investment opportunity. In addition, the Funds from time to time invest in securities of companies that employees acquired for their own account prior to joining Matrix and/or AyurMaya. While the interests of employees generally align with those of the Funds, such persons may have differing interests with respect to those investments creating potential conflicts of interest. Such conflicts include, but are not limited to, the possibility of employees attempting to trade ahead of the Funds for their personal advantage or otherwise direct Fund investments for personal gain. The Chief Compliance Officer or a designee reviews and must pre-approve all transactions in which a Firm employee participates in or holds securities to be purchased by the Funds to evaluate any issues resulting from the employee’s proposed or actual ownership. The restrictions of the Code do not preclude purchases of interests in the Funds by employees of the Firm. Certain employees are investors in the Funds and some key personnel of the Firm have substantial interests in the Funds. Substantial ownership of a Fund by employees of the Firm can incentivize employees to allocate investment opportunities to such Fund in priority over other Funds. Conflicts of Interest Principal Transactions From time to time, the Firm may determine that it is in the best interests of certain Clients to transfer a security from one Client to another for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the Clients, or to reduce transaction costs that may arise in an open market transaction. Section 206 under the Investment Advisers Act of 1940 (the “Advisers Act”), regulates principal transactions among an investment adviser, on the one hand, and the Clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a Client (“Principal Transaction”), the Firm must make certain disclosures to the Client of the terms of the proposed transaction and obtain the Client’s consent to the transaction. Generally, due to employee and related person ownership in the Funds, any transaction between two Funds may be deemed a Principal Transaction. The Firm has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including that disclosures required by Section 206 of the Advisers Act be made to the applicable Fund(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. Diverse Investors

The investors in the Funds are expected to include diverse investors that have conflicting tax and other interests with respect to their investment in the Funds. As a result, conflicts of interest are expected to arise in connection with decisions made by the Firm that may be more beneficial for one type of investor. In making decisions, the Firm intends to consider the investment objectives of the applicable Fund as a whole, and not the investment objectives of any investor individually. At its discretion, the Firm reserves the right to elect to undertake a distribution-in-kind of public securities so that each investor can make its own election whether to sell or hold the security based upon their tax considerations and other factors. The Firm is not obligated to undertake distributions-in-kind. Side Letters The Firm and/or its affiliates have entered into, and might in the future enter into, side letters with certain investors in a Fund providing such investors with different or preferential rights or terms, including, but not limited to, information rights, specialized reporting, priority co-investment rights or targeted co-investment amounts, liquidity or transfer rights, confidentiality protections and disclosure rights, modification of default remedies, investment pacing restrictions, as well as economic procedural and other terms. The Firm is likely to have its own economic and/or other business incentives to provide certain terms to certain limited partners (e.g., based on commitment amount to a Fund or the timing thereof, the ability of a limited partner to provide sourcing or other services to the Firm, its affiliates and personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to the Firm, its affiliates and personnel, or the Funds). Further, side letters may also relate to strategic relationships under which an investor agrees to make commitments to multiple Funds. Except where required by the constituent documents or applicable law (including the Advisers Act), other investors will not receive copies of side letters or related provisions, and as a general matter, the other investors have no recourse against a Fund, the Firm or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such side letters. Side letters are subject the Firm to conflicts of interest. An investor’s voting rights for regulatory or other reasons can be limited in circumstances specified in the constituent documents; conversely, a limitation on one or more investors’ voting rights generally will increase the voting rights percentage of other investors in the relevant Fund. Further, investors with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below a Fund. Allocation of Investment Opportunities The Master Fund and the AyurMaya Fund, have invested in the same securities. The Firm adopted an Investment Allocation Policy to allocate investment opportunities among all Funds fairly, to the extent practical and in accordance with each Fund’s applicable investment strategies, over a period of time. In order to manage the conflict of interest, the Firm established an Investment Committee to review each private life sciences investment opportunity.

As a result of the winddown of the Matrix Funds and the termination of the AyurMaya Fund investment period, new investments will not be made, with the exception of certain hedging or follow-up investments necessary to protect the value of a Fund’s portfolio, and such new investments will not be allocated across the Master Fund and AyurMaya Fund. Investment allocation decisions relating to the existing life sciences portfolio were made by the Investment Committee after the consideration of various factors, including, without limitation: i.

The amount of capital available for investment;

ii.

The investment strategy, including any sector concentrations and portfolio diversification;

iii.

The investment objectives, guidelines or restrictions of the Fund;

iv.

The Fund’s liquidity, liquidity profile and reserves (including, but not limited to available capital, the timing of capital inflows and outflow and anticipated capital commitments and subscriptions)

v.

The current composition of the Fund;

vi.

The need to ramp-up or rebalance a portfolio;

vii.

The suitability as a follow-on investment for the Fund;

viii.

The characteristics of the security involved, including the liquidity of the security and the markets in which the security may trade in the future;

ix.

The availability of other suitable investments for the Fund;

x.

Investment target size and target returns for the Fund;

xi.

Any risk management considerations;

xii.

Any legal, contractual or regulatory constraints;

xiii.

The need to avoid a de minimis allocation to one or more Funds;

xiv.

The need for cash to satisfy redemption requests or other obligations;

xv.

Any tax considerations;

xvi.

The need to bring the Fund into compliance with its investment guidelines; and/or

xvii.

Any other considerations deemed relevant by the Firm and its affiliates.

The Firm had no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to any Fund solely because the Firm purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to any Fund if,

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As noted previously, the Firm has full discretionary authority to manage the Master Fund, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Firm’s authority is limited by its own internal policies and procedures and the Funds’ investment guidelines. Portfolio transactions for each Client will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers are expected to provide other services that are beneficial to the Firm and/or certain Clients, but not beneficial to all Clients. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute

transactions, provide financing and securities on loan, hold cash and short balances and provide other services, the Firm may consider, among other things, the following: •

price;

•

the ability of the brokers and dealers to effect the transactions;

•

the ability of the brokers and dealers to provide the Firm with access to public company contacts through conferences, meetings and similar events;

•

the brokers’ and dealers’ facilities;

•

reliability and financial responsibility and in consideration of such brokers’ and dealers’ provision or payment (or the rebate to a Fund for payment) of the cost of brokerage and research services that are of benefit to the Clients; and

•

the provision by the broker of certain services such as capital introduction, talent introduction, marketing assistance, and consulting with respect to technology, operations and equipment.

Accordingly, the commission rates (or dealer markups and markdowns) charged to a Fund by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers who may not offer such services. The Firm need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Firm nor the Funds separately compensate any broker or dealer for any of these other services. If the Firm decides, based on the factors set forth above, to execute over-the-counter transactions on an agency basis through Electronic Communications Networks (“ECNs”), it will also consider the following factors when choosing to use one ECN over another: •

the ease of use;

•

the flexibility of the ECN compared to other ECNs; and

•

the level of care and attention that will be given to smaller orders.

The Firm maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. The Firm does not have any formal soft-dollar arrangements with any broker or dealer but does receive research from brokers or dealers with which it trades. None of Matrix, AyurMaya, or any related person receives investor referrals from any brokerdealer. From time to time, the Firm receives certain economic benefits from broker-dealers and prime brokers with which we conduct business with that might not be received otherwise. The services may include proprietary research as well as participation in sponsored research and capital introduction services. While these services are generally provided at no additional cost, we may

have an incentive to select certain broker-dealers due to receipt of such services rather than for the purpose of achieving best execution. In the last fiscal year, there were no directed Client transactions to a particular broker-dealer in return for investor referrals. The Firm does not recommend, request or require that a investor direct the Firm to execute transactions through a specified broker-dealer. Order Aggregation All investing and trading activity is currently conducted through the Master Fund and AyurMaya Fund. Trade Errors Errors with respect to trades made on behalf of the Funds (each such error, a “Trade Error”) may occur. Trade Errors include: (i) the placement of orders (either purchases or sales) in excess of, or less than, the amount of securities the account intended to trade; (ii) the sale of a security when it should have been purchased; (iii) the purchase of a security when it should have been sold; (iv) the purchase or sale of the wrong security; and (v) the purchase or sale of a security contrary to regulatory restrictions of a Fund’s investment guidelines or restrictions; and (vi) incorrect allocations of securities. Trades implemented as a result of faulty data, systems, coding, modeling or analysis, trades that are properly executed but result in losses, errors committed by other persons (including brokers and custodians), or that are otherwise caused by human error other than those specifically described above, are not considered Trade Errors. The loss of an investment opportunity is not considered a Trade Error. Such errors may result in losses or gains. The Firm will use reasonable efforts to detect such errors prior to settlement and promptly correct them. To the extent that an error is caused by a counterparty, such as a broker-dealer, the Firm will use reasonable efforts to recover any losses associated with such error from the counterparty. Pursuant to the exculpation and indemnification provided by the Funds to the Firm and its affiliates and personnel, the Firm and its affiliates and personnel will generally not be liable to the Funds for any act or omission, absent gross negligence, intentional misconduct of such person and the Fund will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Fund, absent gross negligence or intentional misconduct or reckless disregard of such person, as discussed more fully in the Matrix Governing Documents and the AyurMaya Governing Documents. As a result of these provisions, the Funds (and not the Firm) will benefit from any gains resulting from Trade Errors and other errors and will be responsible for any losses (including additional trading costs) resulting from Trade Errors and other errors, absent gross negligence or intentional misconduct of the relevant person. The Firm will not offset any such gains and losses resulting from Trade Errors and other errors unless the underlying transactions constitute a single transaction or closely related series of transactions. The Firm will reimburse the relevant Funds for losses for which the Firm is responsible under the exculpation provisions in the Governing Documents. Given the potentially large volume of transactions executed by the Firm on behalf of the Funds, investors should assume that Trade Errors and other errors will occur and that, to the extent permitted by applicable law and under the Matrix Governing Documents and the AyurMaya Governing Documents (as applicable), the

relevant Fund will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the Firm’s personnel.

Matrix and AyurMaya do not receive economic benefits from non-Clients for providing investment advice and other advisory services. The Firm may enter into (and has entered into) arrangements that provide for the compensation of third party placement agents for their services (typically calculated as a percentage of the management fee attributable to the placed investor(s)) at the Firm’s expense, and the Funds will not bear the cost of compensating the third party placement agent. The Firm is not paid a sales charge in connection with the sale of interest or sales in a Fund. In the event that a placement agent introduces potential investors to the Funds, a written disclosure document will be provided to referred investors describing, among other things, the compensation arrangement between the Firm and the placement agent and all material conflicts of interest. In such instances, referred investors should ensure that they receive and read the disclosure document from the placement agent.

There are no legal or disciplinary events that are material to an investor’s or prospective investor’s evaluation of the Firm’s advisory business or the integrity of the Firm’s management.

Matrix Capital Management Company, LP

The portfolio manager performs reviews of Fund accounts on a daily basis and the finance team conducts a formal review of Fund accounts monthly. Matrix engages a third-party administrator to maintain the official books and records for the Funds. Each investor in a Fund will also receive unaudited performance reports of such Fund on a monthly basis. On an annual basis, each investor in a Fund will receive audited fiscal year-end financial statements of the applicable Fund prepared and audited in conformity with accounting principles generally accepted in the United States (“GAAP”) within 120 days of the applicable Fund’s fiscal year end. Additionally, and periodically through each year, Matrix engages independent valuation consultants to assist with the valuation of illiquid assets. B.

AyurMaya Capital Management Company, LP

The Investment Committee performs reviews of Fund accounts on an as needed basis when investment activity occurs and the finance team conducts a formal review of Fund accounts quarterly. AyurMaya engages a third-party administrator to maintain the official books and records for the Funds. Each investor in a Fund will also receive unaudited performance reports of such Fund on a quarterly basis. On an annual basis, each investor in a Fund will receive audited fiscal year-end financial statements of the applicable Fund prepared and audited in conformity with accounting principles generally accepted in the United States (“GAAP”) within 120 days of the applicable Fund’s fiscal year end. Additionally, and periodically through each year, AyurMaya engages independent valuation consultants to assist with the valuation of illiquid assets.

The Firm is deemed to have custody of Client funds and securities because it has the authority to obtain Client funds or securities, for example, by deducting advisory fees from a Client’s account or otherwise withdrawing funds from a Client’s account. Funds and securities owned by the Funds over which the Firm has custody are held by qualified custodians, subject to limited exceptions for certain private securities. The Firm has also developed procedures designed to safeguard and protect Client assets. Such procedures include, among other things, the separation of certain administrative functions and dual signatory approvals for distributions of Fund capital. Account statements related to the Clients are sent by qualified custodians to the Firm. The Firm is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board and requires that each Fund distributes its audited financial statements to all investors within 120 days of the end of each Fund’s fiscal year.

Matrix serves as the management company with discretionary trading authority to the Master Fund. AyurMaya serves as manager with discretionary investment authority for the AyurMaya Fund. Matrix and AyurMaya entered into investment management agreements, or similar agreement, with each Fund for which it provides investment management services, pursuant to which Matrix and AyurMaya, as applicable were granted discretionary trading authority. Generally, Fund investors may not impose any limits on the Firm’s discretionary authority. Investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in the Funds’ Governing Documents.

In compliance with Advisers Act Rule 206(4)-6, the Firm has adopted proxy voting policies and procedures. The general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Client’s best interests and is in line with each Client’s investment objectives. If the Firm detects a conflict of interest in connection with a proxy solicitation, it will implement mitigating controls to properly address the identified conflict of interest. The Firm will not neglect its proxy voting responsibilities, but it may abstain from voting if it deems that abstinence is in its Clients’ best interests. For example, it may be unable to vote securities that have been lent by a custodian. The Firm’s employees have been instructed to prepare and maintain memoranda describing the rationale for any instance in which the Firm does not vote a Client’s proxy. The Funds and investors may obtain a copy of the Firm’s proxy voting policy and voting records upon written request to investor@matrixlp.com.

The Firm does not require or solicit prepayment of any fees six months or more in advance, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.