Octagon Capital Advisors LP

A. Octagon is a Delaware limited partnership formed on October 30, 2019, to operate as an investment adviser with offices in New York, New York. Octagon is principally owned by Ting Jia. References to “us,” “we,” or “our” in this Brochure refer to Octagon. We provide discretionary investment advisory services to master-feeder, mini-master feeder, and Delaware series trust structures comprised of affiliated pooled investment vehicles (each, a “Fund,” and collectively, the “Funds”). We may in the future also provide investment advisory services to Separately Managed Accounts (“SMAs,” collectively with the Funds, “Clients”). We generally seek to provide attractive risk-adjusted returns by investing in healthcare companies with long-term compounding growth potentials on behalf of Clients. Clients typically invest in securities and financial instruments of companies in the healthcare sector globally, with focuses in companies headquartered in the United States, China, the European Union, and the United Kingdom. Clients may invest in securities on the open market, private placements, bonds, warrants, debt, convertible debt, or securities, secondary or initial public offerings (“IPOs”); and/or other assets and financial instruments. B. We manage Client investments in accordance with investment objectives, strategies, guidelines, and terms and conditions, as outlined in each Client’s applicable advisory agreement(s) or other governing document(s) (collectively, “Governing Documents”). Octagon does not, however, provide individualized investment advice or tailor its advisory services to the individual needs of any Fund’s underlying investors (“Investors”). Octagon may enter into side letters with certain Investors, which could alter or supplement the terms of such Investor’s investment. C. We do not participate in wrap-fee programs. D. As of December 31, 2025, we managed approximately $1,175,272,000 in regulatory assets under management on a discretionary basis. We do not manage any non-discretionary assets.

PROSPECTIVE INVESTORS ARE STRONGLY ENCOURAGED TO CAREFULLY REVIEW NOT ONLY THIS BROCHURE, BUT ALSO ANY APPLICABLE CONFIDENTIAL OFFERING MEMORANDA (“COM”). ALL DISCUSSIONS OR REFERENCES TO ANY FUND IN THIS BROCHURE ARE QUALIFIED IN THEIR ENTIRETY AND MAY BE SUPPLEMENTED AND SUPERSEDED BY THE APPLICABLE COM, SUBSCRIPTION AGREEMENT(S), AND/OR OTHER GOVERNING DOCUMENT(S) (COLLECTIVELY, “FUND DOCUMENTS”). A. Generally, we receive a management fee and an incentive allocation, where applicable and as described below, from the Funds. Fees vary both among the Funds and between a Fund’s share classes. B. Management fees and incentive allocations, as well as other terms, are more fully described in each Fund’s respective Fund Documents. Typically, management fees for each applicable Fund are paid quarterly in advance based on the value of each Investor’s capital account as of the first day of each calendar quarter or the date of an Investor’s capital contribution, if other than the beginning of a quarter. In our sole discretion, we may waive or modify the management fee for certain Investors, including, but not limited to, members, partners, affiliates, or employees of Octagon or Octagon Investments GP, LLC (the “General Partner”), relatives of each such person, and trusts or other entities for their respective benefit(s). Fees related to the Octagon Special Opportunities Fund, LP, and each applicable series investment (the “Special Opportunities Fund”), which are received for consideration in each series investment’s capital commitments, due diligence, other services relating to financings or a Series’ exercise of management rights, including, without limitation, directors’ fees, commitment fees, closing fees, monitoring fees, transaction fees

and investment banking fees (collectively, “Transaction Fees”) shall be paid to or retained by the General Partner, the Investment Manager or their Affiliates. For the avoidance of doubt, break-up fees, if any, from broken deals will not be treated as Transaction Fees, unless otherwise determined by the General Partner in its sole discretion. On a case by case basis, the General Partner, in its sole discretion, may waive a Fund’s management fees for some investors. Subject to any loss carryforward provisions (“High-Water Marks”) discussed in a Fund’s applicable Fund Documents, we also generally receive an incentive allocation from each Investor at the end of each calendar year via a reallocation from such Investor’s capital account to the General Partner’s capital account, calculated at a specified percentage based on the terms of the applicable Fund Documents. The General Partner or its affiliate receive performance compensation in the form of carried interest distributions where earned and subject to the terms of the applicable Fund Documents. Carried interest distributions made to the General Partner are subject to a “clawback” provision, where applicable, whereby the General Partner or its affiliates may be required to return carried interest distributions as defined in each Fund agreement. Such clawback may permit the General Partner to receive, as cash advance against carried interest distributions, an amount sufficient to enable the General Partner or its affiliate to satisfy its tax liability attributable to its right to receive such carried interest distributions. C. Subject to the terms of the Funds’ Fund Documents, the Funds generally pay all costs and expenses related to its investments and its operations, including brokerage and other transaction costs (please see Item 12 for a discussion on our Brokerage Practices); data fees; clearing and settlement charges; outsourced trading service expenses; trade break fees; research (including research-related travel expenses incurred with respect to specific potential or existing investments and portfolio management systems) that fall within Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); fees paid to consultants providing services in respect of such systems; brokerage products, services, and systems (including order management systems); legal fees and other expenses in connection with conducting due diligence and negotiating the terms of investments (including investment-related travel expenses incurred with respect to specific potential or existing investments), regardless of whether such investments are consummated; investment-related expenses; custodial fees, consulting fees; directors’ and officers’ fees and expenses (including for individual regulatory filings referable to a Fund); administrator fees and expenses; third-party valuation services; expenses and costs of expert networks; expenses and costs of obtaining surveys, analysis, or other data sets from third-parties related to investments or sectors in which the Fund may invest; attending investor and industry related conferences; initial and variation margin, interest, and commitment fees on debit balances or borrowings; stock borrowing fees (including, without limitation, dividend payments on short positions) and proxy solicitation expenses; the amortized portion of organizational costs of the Funds (including a pro rata share organizational costs); legal expenses (including expenses relating to regulatory or similar investigations, inquiries and “sweeps”); audit and tax preparation expenses; accounting fees; insurance expenses including costs of any liability insurance obtained on behalf of the Funds or officers’ and directors’ insurance; government and regulatory costs and expenses (including filing and license fees and preparation and submission of filings and licenses, including Section 13 filings, Form PF preparation and filing fees, blue sky and corporate filing fees and expenses) in connection with specific investments or offering shares of the Funds; any issue or transfer taxes chargeable in connection with any securities transactions, any entity level taxes and fees, and expenses incurred in connection with preparation of amendments to a partnership agreement. Please see the relevant COM and other Fund Documents for a more complete listing of a Fund’s potential expenses.

D. In connection with the Funds, the management fee is generally payable quarterly in advance of each quarterly period (please see Item 5.B, above). We generally do not refund any pre-paid fees. E. At this time, neither Octagon, nor any of its supervised persons accept compensation for the sale of securities or other investments.

INVESTING WITH OCTAGON AND/OR INVESTING IN THE FUND IS SPECULATIVE IN NATURE AND IS NOT INTENDED TO BE NOR PURPORTED TO BE A COMPLETE INVESTMENT PROGRAM. THERE CAN BE NO ASSURANCE THAT OCTAGON WILL ACHIEVE ITS INVESTMENT OBJECTIVE(S) ON BEHALF OF ANY CLIENT, INCLUDING THE FUNDS. INVESTMENTS IN THE FUNDS ARE INTENDED ONLY FOR SOPHISTICATED PERSONS WHO ARE ABLE TO BEAR THE RISKS OF INVESTING IN THE FUNDS, INCLUDING THE RISK OF TOTAL LOSS OF THE VALUE OF THEIR INVESTMENT(S). A. Investment Strategies and Methods of Analysis Octagon generally seeks to generate attractive risk-adjusted returns by investing in healthcare companies with long-term compounding growth potentials on behalf of Clients. Clients typically invest in securities and financial instruments of companies in the healthcare sector globally, with focuses in companies headquartered in the United States, China, the European Union, and the United Kingdom. Clients may invest in securities on the open market, private placements, debt, bonds, warrants, convertible debt, or securities, secondary or initial public offerings (“IPOs”), and other assets or financial instruments. We strive to focus Client investments on companies that we believe have developed, or are developing, innovative solutions to effectively address unmet medical needs. We attempt to identify these opportunities by employing bottom-up, fundamental company analysis when selecting Client investments. We embrace a holistic investment assessment approach with respect to potential and existing Client investments, including scientific and development aspects and commercial potential evaluation and health-economic considerations. B. Material Risks Associated with Investment Strategies and/or Methods of Analysis THE INFORMATION BELOW IS ONLY INTENDED TO SERVE AS A SUMMARY OF CERTAIN POTENTIAL MATERIAL RISKS ASSOCIATED WITH INVESTING IN THE FUNDS AND IS NOT A COMPLETE DISCUSSION OF ALL OF RISKS

ASSOCIATED WITH INVESTING IN ANY FUND. PROSPECTIVE INVESTORS ARE STRONGLY ENCOURAGED TO CAREFULLY EVALUATE THE FOLLOWING RISKS AND REVIEW THE APPLICABLE FUND DOCUMENTS IN THEIR ENTIRETY PRIOR TO INVESTING. INFORMATION PROVIDED BELOW IS QUALIFIED IN ITS ENTIRETY AND MAY BE SUPPLEMENTED AND SUPERSEDED BY INFORMATION PROVIDED IN THE APPLICABLE FUND DOCUMENTS. General Risk Factors An investment managed by Octagon involves significant risks and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investments, and who have met the conditions set forth in the COM for the Fund in which they plan to invest. There can be no assurances that Octagon will achieve its investment objectives. An investment managed by Octagon carries with it the inherent risks associated with investments in equities, equity-related securities, debt, the use of short sales, and leverage. Investment and Trading Risks An investment in a Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that any Fund’s investment program will be successful or that any Fund will achieve its objective. Octagon will invest substantially all of the Funds’ assets in securities, some of which may be particularly sensitive to economic, market, industry, and other variable conditions. The markets in which a Fund may expect to invest may experience significant volatility and losses. No assurance can be given as to when or whether adverse events might occur that could cause immediate and significant losses to a Fund. Equity Securities, Generally A Fund invests in equity and equity-related securities of public and private companies in the U.S. and other countries. The value of these financial instruments generally will vary with the performance of the issuer and movements in the equity markets. As a result, a Fund may suffer losses if it invests in equity instruments of issuers whose performance diverges from expectations or if equity markets generally move in a single direction and the Fund has not hedged against such a general move. A Fund also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering or otherwise qualifying restricted securities for public resale. Equity Price Risk A Fund’s investment portfolio includes long and short positions in equity securities. Equity securities fluctuate in value in response to many factors, including, among others, the activities and financial condition of individual companies, geographic markets, industry market conditions, interest rates and general economic environments. In addition, events such as the domestic and international political environments, terrorism, and natural disasters, may be unforeseeable and contribute to market volatility in ways that may adversely affect investments made by a Fund. Undervalued Securities A Fund makes long investments in securities issued by companies that we believe are undervalued. Opportunities in undervalued equity securities arise for various reasons, which may include market inefficiencies or a lack of wide recognition of the potential impact (positive or negative) that specific events or trends may have on the value of a security. The identification of investment opportunities in undervalued securities is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunities for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Event Driven Investing A Fund invests in companies with pending or anticipated corporate events or other catalysts that are likely to trigger the market’s revaluation of a company. The ability to determine the impact of such events or catalysts on the price of an issuer’s securities is very difficult to determine and will require that we make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a

company’s securities. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as we anticipated, resulting in losses. Therefore, there is no assurance that such events or catalysts will occur, or if they occur, that they occur in the manner anticipated by us. Furthermore, the prices of securities of issuers with pending or anticipated corporate events or catalysts tend to be more volatile than that of other securities. Short Sales A Fund may engage in short sales as part of hedging transactions or when we believe securities are overvalued. Short sales are sales of securities a Fund borrows but does not actually own, usually made with the anticipation that the prices of the securities will decrease, and the Fund will be able to make a profit by purchasing the securities at a later date at the lower prices. A Fund will incur a potentially unlimited loss on a short sale if the price of the security increases prior to the time it purchases the security to replace the borrowed security. A short sale presents greater risk than purchasing a security outright since there is no ceiling on the possible cost of replacing the borrowed security, whereas the risk of loss on a “long” position is limited to the purchase price of the security. Closing out a short position may cause the security to rise further in value creating a greater loss. Short sale transactions have been subject to increased regulatory scrutiny in response to market events in recent years, including the imposition of restrictions on short selling certain securities and reporting requirements. A Fund’s ability to execute a short selling strategy may be materially adversely impacted by temporary and/or new permanent rules, interpretations, prohibitions, and restrictions adopted in response to these adverse market events. Temporary restrictions and/or prohibitions on short selling activity may be imposed by regulatory authorities with little or no advance notice and may impact prior investment activities of a Fund. Additionally, the SEC, its foreign counterparts, other governmental authorities and/or selfregulatory organizations may at any time promulgate permanent rules or interpretations consistent with such temporary restrictions or that impose additional or different permanent or temporary limitations or prohibitions. The SEC might impose different limitations and/or prohibitions on short selling from those imposed by various non-U.S. regulatory authorities. These different regulations, rules or interpretations might have different effective periods. Regulatory authorities may impose restrictions that adversely affect a Fund’s ability to borrow certain securities in connection with short sale transactions. In addition, traditional lenders of securities might be less likely to lend securities under certain market conditions. As a result, a Fund may not be able to effectively pursue a short selling strategy due to a limited supply of securities available for borrowing. A Fund may also incur additional costs in connection with short sale transactions, including in the event that it is required to enter into a borrowing arrangement in advance of any short sales. Moreover, the ability to continue to borrow a security is not guaranteed and each Fund is subject to strict delivery requirements. The inability of a Fund to deliver securities within the required time frame may subject a Fund to mandatory close out by the executing broker-dealer. A mandatory close out may subject a Fund to unintended costs and losses. Certain action or inaction by third parties, such as executing broker-dealers or clearing broker-dealers, may materially impact a Fund’s ability to effect short sale transactions. Such action or inaction may include a failure to deliver securities in a timely manner in connection with a short sale effected by a third-party unrelated to a Fund. The European Union (“EU”) Regulation on Short Selling and Certain Aspects of Credit Default Swaps (the “SSR”) The SSR applies to short sales of, and short positions relating to: (a) the issued share capital of companies whose shares are admitted to trading on a regulated market or multilateral-trading facility in the EU (unless the principal trading venue for the relevant shares is located in a country outside the EU) (“EU listed shares”); and (b) debt instruments issued by an EU sovereign issuer (“EU sovereign debt”). The SSR imposes certain private and public disclosure obligations in respect of short positions in EU listed shares and EU sovereign debt which apply to all natural or legal persons, irrespective of regulatory status, located inside and outside the EU. The SSR also contains prohibitions on uncovered short sales of EU listed shares and EU sovereign debt in certain circumstances. In addition, the SSR prohibits uncovered positions in credit default swaps (“CDS”) referencing EU sovereign debt issuers. National regulators, and in certain circumstances the European Securities and Markets Authority (“ESMA”), are able to take certain additional emergency measures (including complete bans on short-selling activities) if certain conditions are met. The SSR may prevent Octagon from fully expressing negative views in relation to EU listed shares and/or EU sovereign debt and may also, inter

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We provide investment advisory services to the Funds, which are pooled investment vehicles. The minimum initial subscription amount for each Fund is generally $5,000,000, which we may, in our sole discretion, reduce or waive, subject to statutory minimums.

Octagon charges performance-based incentive allocations to its Clients as discussed in Item 5.B. Please refer to Item 5 for a description of performance-based incentive allocations. Performance-based fee arrangements, such as incentive allocations, vary among Clients, among the Funds, and between a Fund’s share classes. Any variance in performance-based fee arrangements may create the incentive for us to allocate the highest performing investments to Clients, Funds, or share classes within a Fund, from whom we receive the largest performance-based fee. However, this potential conflict is substantially mitigated as we currently exclusively provide our services to master-feeder and mini-master structures, where all trades are executed at the master fund level. Nevertheless, we have adopted trade allocation policies and the testing of such policies to ensure fair and equitable trade allocations among Clients, the Funds, and share classes within each Fund, to mitigate such potential conflicts.

A. Neither Octagon or its affiliated persons, nor any of our management persons are registered or have an application pending to register as a broker-dealer or a registered representative of a broker-dealer. B. Neither Octagon or its affiliated persons, nor any of our management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or as an associated person of the foregoing entities. C. Octagon Investments GP, LLC, our affiliate, serves as the General Partner of certain Funds. This relationship between us, the General Partner, and certain Funds does not create material conflicts of interest between us or our Clients. We do not otherwise have any additional relationships with related persons to disclose or that could cause a material conflict of interest with a Client. D. We do not recommend or select other investment advisers for Clients or Investors, nor do we have business relationships with other advisers that would give rise to material conflicts of interest.

A. Pursuant to Rule 204A-1 of the Advisers Act of 1940, as amended (“Advisers Act”), we have adopted a written code of ethics (“Code of Ethics”) that sets forth standards of conduct expected of employees and addresses conflicts that can arise from personal trading. Our Code of Ethics describes our fiduciary duties and responsibilities to investors and sets forth our practice of supervising the personal securities transactions of its supervised persons. The Code of Ethics requires all supervised persons to place Client interests ahead of our own and to maintain full compliance with any applicable federal and state securities laws governing registered investment advisory practices. We will provide a complete copy of our Code of Ethics to any Client upon written request to our Chief Compliance Officer. B. Neither we, nor any of our related persons have any material financial interest in securities we recommend to Clients. C./D. We seek to avoid recommending investments in which we or any of our officers, partners, directors, and/or employees (collectively, our “Access Persons”) also invest in, buy, or sell, to Clients. We generally focus Clients’ investments, subject to the terms of their Governing Documents, on companies in the healthcare sector. Accordingly, to mitigate potential conflicts that may arise in connection with personal trading, our Code of Ethics generally prohibits Access Persons from personally investing in any security, ETF, or mutual fund (unless meeting certain requirements), within the healthcare sector. Our Code of Ethics also establishes policies and procedures to monitor our Access Persons’ personal securities transactions, including provisions that generally require Access Persons to obtain pre-approval for personal securities transactions and to regularly disclose their personal securities holdings and transactions to us. Access Persons are also generally required to divest holdings in healthcare related securities either upon becoming an Access Person or at a later time at our Chief Compliance Officer’s direction if immediate divestment would create a material conflict of interest.

A. Subject to the terms of each Client’s Governing Documents, we generally select broker-dealers for Clients to execute trades and negotiate commissions paid on such transactions. In selecting brokers or dealers to execute transactions, we need not solicit competitive bids and generally do not have an obligation to seek the lowest available commission cost. It is not our practice to negotiate “execution only” commission rates, thus we may be deemed to be paying for research, brokerage, or other services provided by the broker which are included in the commission rate. Our primary consideration in placing transactions with particular broker-dealers is to obtain execution in the most effective manner possible. We also consider a variety of other factors, including the financial strength, integrity, and stability of the broker-dealer and the commissions to be paid. Further, we may also consider the quality, comprehensiveness, and frequency of available research (including discussions with research personnel and research related services) and other products and services considered to be of value. The products and services furnished by broker-dealers may include, among other things, written information and analyses concerning specific securities, companies, or sectors; market, financial and economic studies, and forecasts; statistics and pricing or appraisal services; discussion with research personnel; special execution capabilities; order of call and the availability of stocks to borrow for short trades. We do not select brokers based upon client referrals. Clients may pay higher prices for the purchase of securities from, accept lower prices for the sale of securities to, or otherwise pay higher commissions to, brokerage firms that provide us with research and trading related products and services (“Soft Dollar Benefits”) if we determine such prices or commissions are reasonable in relation to the overall services provided. Accordingly, Clients may be deemed to be paying for Soft Dollar Benefits with “soft” or commission dollars (“Soft Dollars”), which provides us with a benefit to the extent that we do not have to produce or otherwise pay for Soft Dollar Benefits received. Our receipt of Soft Dollar Benefits may incentivize us to select or recommend a brokerage firm based on Soft Dollar Benefits rather than a Client’s interest in receiving most favorable execution. Our Soft Dollar use is limited to that allowed under Section 28(e) of the Exchange Act. Soft Dollars accrued by the Funds may be used to service other Clients. Where a Soft Dollar Benefit provides “mixed-use” research and brokerage products and services to us, we will make a reasonable allocation of the cost that may be paid for with Soft Dollars. Although we believe that Clients generally benefit from many of the Soft Dollar Benefits obtained with Soft Dollars accrued through our Clients’ trades, a Client may not benefit exclusively or at all. In addition, we may determine to use one or more third-party service providers to perform certain trading functions for Clients, and Clients may pay higher brokerage commissions than if we had performed this function ourselves, particularly where we direct certain trades to be executed with a broker other than such third-party service provider. Such service provider may be subject to certain restrictions and conflicts that may limit its ability to perform such services. B. The nature of our current investment strategies does not typically require us to aggregate Client trades. However, subject to the terms of a Client’s Governing Documents, we may aggregate Client trades where such aggregation may be economically advantageous, permissible, or otherwise appropriate. In such a case, Client trades will be allocated on a pro-rata basis where possible. When aggregating and allocating Client trades, our Chief Compliance Officer will arrange for periodic review of our aggregated Client trades to ensure fairness and accuracy. In general, we believe that participating Clients benefit from such trade aggregation. The precise extent to which a Client participates in an aggregated trade will depend on various factors, including the size of the overall order and the Client’s Governing Documents, investment objectives, cash availability, and practicability of participating in such a trade.

A. Other than as discussed in Item 12, we do not receive economic benefits from non-Clients in connection with our provision of investment advice to Clients. B. Octagon or the Funds may appoint placement agents, and such placement agents may charge fees in connection with soliciting and introducing Investors to the Funds. Notwithstanding the foregoing, Octagon does not currently compensate directly or indirectly any third-parties for Client or Investor referrals.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to an investor or potential investor’s evaluation of the Firm or its management. Octagon has no disciplinary information to disclose.

A. Octagon portfolio managers have daily access to trades. Ting Jia, the Firm’s owner, Managing Member, and Chief Investment Officer is responsible for daily review of accounts by virtue of this trade supervisory function. On a daily basis, Justin Hirsch, our Chief Compliance Officer, reviews accounts by reconciling trades, cash positions, and profit & loss. B. We consistently review Client accounts on an ongoing basis. C. Investors are able to review their capital accounts monthly by a written statement they receive directly from the applicable Fund’s administrator. Additionally, within 120 days after the end of each fiscal year, a written annual report containing audited financial statements is delivered to each Fund’s Investors.

Octagon is deemed to have custody of the Funds’ assets because, among other reasons, it has the authority as investment manager to obtain the Funds’ assets, for example, by deducting advisory fees from a Fund’s account or otherwise withdrawing funds from a Fund’s account to pay Fund expenses. The Funds’ assets are maintained with qualified custodians or otherwise as permitted under Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). To ensure compliance with the Custody Rule, Octagon has a reasonable belief that all Investors will be provided with financial statements, audited by an independent accounting firm that is registered with and subject to review by the Public Company Accounting Oversight Board, in accordance with U.S. Generally Accepted Accounting Principles, within 120 days of the end of such fiscal year.

Investment advice is provided directly to the Funds on a discretionary basis, subject to the discretion and control of the General Partner(s) or director(s) of each Fund, as applicable, and not to individual Investors. Investment advisory services are provided to the Fund in accordance with each Fund’s respective Fund Documents. Octagon generally exercises discretion to determine what securities to trade on behalf of the Funds as well as other Clients, subject to the terms of their respective Governing Documents. This discretion includes, but is not limited, to discretion over the amount and timing of transactions or securities as well as the choice of executing brokers for such transactions. All limitations and restrictions placed upon an Investor’s investment, such as in the form of a side letter agreement, must be presented to us and agreed to in writing by us and such Investor.

A. We generally seek to vote proxies on behalf Clients in a manner that attempts to maximize the value of a Client’s assets, subject to the terms of a Client’s Governing Documents and our proxy voting policies. Our Chief Compliance Officer coordinates our proxy voting process and ensures that we comply with applicable proxy voting rules and recordkeeping rules. We have adopted a proxy voting policy we believe is reasonably designed to ensure that proxies are voted in the best interest of Clients, and in accordance with our fiduciary duties and Rule 206(4)-6 under the Advisers Act. Our proxy voting policy includes policies and procedures for detecting and resolving potential conflicts in connection with voting Client proxies, such as the collection of proxy voting conflict questionnaires and other records. In the event that we believe there may be a potential material conflict of interest in connection with voting a proxy on behalf of a Fund between us and such Fund, a representative may be elected by the vote of such Fund’s Investors in order to assess the appropriateness our vote on behalf of such Fund. The representative will generally be informed of our opinion related to the vote, informed of the potential conflict of interest, and provided with information necessary to understand the nature of such conflict, and receive any further information they request related to the vote or conflict from our Chief Compliance Officer. As a general matter, individual Investors do not have the ability to direct our vote on behalf of any Fund, and we seek to vote proxies on behalf of each Fund in a manner consistent with the best interests of such Fund’s Investors. Our proxy voting log and policies and procedures are available to Clients upon request. B. Not applicable.

A. Not applicable. We do not require or solicit payment of more than $1,200 in fees per Client, six months or more in advance. B. Not applicable. We do not have any financial conditions to disclose that are reasonably likely to impair our ability to meet contractual commitments to Clients. C. Not applicable. We have not been the subject of a bankruptcy petition at any time during the past ten-years.