Palo Alto Investors LP

PAI is the investment adviser to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each a “Fund” and collectively, the “Funds”). Its principals and the leaders of its portfolio team are Dr. A. Joon Yun and Dr. Patrick Lee. PAI was previously Palo Alto Investors, LLC, a California limited liability company. On March 30, 2018, it converted into a California limited partnership. At the same time, it organized its affiliate, PAI LLC, a California limited liability company with which it is under common control, to act as the general partner of the Funds (other than the Sub-Advised Fund) that are organized as limited partnerships, and PAI entered into an Investment Adviser Agreement or Subadvisory Agreement with each of the Funds pursuant to which it manages their assets. PAI was founded by William L. Edwards. While Drs. Yun and Lee have led portfolio management team for some time, until December 31, 2012, Mr. Edwards was PAI’s chairman, chief executive officer and chief investment officer, and the chairman, chief executive officer and sole shareholder of Palo Alto Investors, a California corporation that served as its manager. Effective as of January 1, 2013, Mr. Edwards transitioned the management of PAI to Drs. Yun and Lee. In connection with that transition, Drs. Yun and Lee replaced Palo Alto Investors as the comanagers of PAI and Mr. Edwards resigned as the PAI’s chairman, chief executive officer and chief investment officer. As of December 31, 2025, PAI had total discretionary assets under management of approximately $696 million. PAI manages assets only on a discretionary basis. PAI invests principally, but not exclusively, in equity and equity-related securities that are traded publicly in U.S. markets and issued by companies primarily in the healthcare industry. Regardless of its current focus, for each of the Funds, PAI is authorized to enter into any type of investment transaction that it deems appropriate under the terms of each Fund’s partnership or investment agreement. The investors in the Funds have no opportunity to select or evaluate any Fund investments or strategies. PAI selects all Fund investments and strategies.

PAI’s compensation is negotiable and varies, and the investment advisory compensation applicable to each Fund is set forth in detail in that Fund’s offering documents, except as otherwise noted below with respect to the Sub-Advised Fund. A brief summary of those fees is described below and typically consists of the following components: First, PAI typically charges investors an annual fee of 1-1.5% of their assets under management, depending on the fund in which they invest. Some current investors who invested prior to May 1, 2008, pay an annual fee of 1.0%, regardless of the Fund in which they invest. The management fee with respect to each investor in a Fund is payable in advance in quarterly installments at the

beginning of each calendar quarter based on the net market value of the investor’s assets on that date. Second, PAI typically is allocated from each investor a performance allocation equal to 20% of net profits (including both realized and unrealized gains and losses) otherwise allocable to that investor. Performance allocations are assessed in arrears on an annual basis (and on withdrawals/redemptions) and are only applied to the portion of profits that exceed the cumulative losses previously incurred by investors. Limited partners who joined a Fund before 1995 are typically assessed a 15% performance allocation. PAI complies with Rule 205-3 under the Investment Advisers Act of 1940, to the extent required by applicable law. Performance allocations may create an incentive for PAI to make more risky and speculative investments than it would otherwise make. PAI typically deducts management fees and performance allocations directly from investor accounts. Funds that invest in mutual funds or ETFs also pay, indirectly, investment advisory fees to the managers of those funds. PAI believes that its fees are competitive with fees charged by other investment advisers for comparable services. Comparable services may be available, however, from other sources for lower fees. The disclosure in this Item 5, together with the disclosure in Item 12, allow a plan that is subject to the Employee Retirement Income Security Act of 1974 and that invests in a Fund to use the “alternative reporting option” to report PAI’s compensation as “eligible indirect compensation” on Schedule C of the plan’s Form 5500 Annual Return/Report of Employee Benefit Plan. An investor may withdraw part of its assets from most Funds as of any March 31 or September 30, subject to a typical lockup of one to three years, as provided in the Fund’s partnership or investment agreement. On any permitted withdrawal date for most PAI Funds, no more than 50% of an investor’s assets may be withdrawn and the remainder may be withdrawn on the next permitted withdrawal date, but if the remainder is not so withdrawn, then the withdrawal rights revert back to the restriction that the next time a withdrawal occurs, no more than 50% of those assets may be withdrawn and the remainder may be withdrawn on the next permitted withdrawal date. An investor who withdraws from a Fund on a date other than the end of any quarter, as the case may be, does not receive a refund of the management fee previously paid. Each Fund is responsible for its own organizational, operational and investment costs and expenses, as described in each Fund’s offering documents. PAI bears its own operating, general, administrative and overhead costs and expenses. All or part of these costs and expenses may be paid, however, by securities brokers that execute the Funds’ securities trades, as discussed in Item 12 below. PAI also sub-advises a series of an unaffiliated Fund (the “Sub-Advised Fund”). The Sub-Advised Fund is not charged a management fee but is subject to a 10% performance fee. PAI does not

deduct its fees from the Sub-Advised Fund’s account but instead the Sub-Advisor provides a written payment notice to that Fund’s program manager. The Sub-Advised Fund can be terminated on 60 days’ notice or sooner on certain “cause” events. The Sub-Advised Fund can withdraw from its account at any time, although it is required to use its best efforts to notify PAI at least 30 days before a withdrawal. Funds other than the Sub-Advised Fund are referred to in this brochure as “PAI Funds.” The Sub-Advised Fund is managed independently from PAI Funds and may have different holdings, custodians, executing brokers, among other factors.

Investment Strategy In addition to the investments that PAI makes for the Funds as described in Item 4, PAI also invests in preferred stocks, convertible securities, warrants, rights, options (including covered and uncovered puts and calls and over-the-counter options), swaps and other derivative instruments, bonds and other fixed income securities, private securities, including PIPEs, and non-U.S. securities. PAI can and often does invest excess cash balances in a money market fund. PAI may also engage in short selling, margin trading, hedging and other investment strategies for the Funds and on behalf of certain Funds, may invest in and trade currencies. The investment strategies described above represent PAI’s current intentions and are general in nature and are not exhaustive. There are no limits on the types of securities in which PAI may take positions on behalf of the Funds or the types of positions that it may take, the concentration

of its investments or the amount of leverage that it may use. PAI may use any trading or investment techniques, whether or not contemplated by the expected investment strategies described above. In addition, there are limitations on describing any investment strategy due to its complexity, confidentiality and indefinite nature. Depending on conditions and trends in securities and commodities markets and the economy generally, PAI may pursue any objectives or use any trading or investment techniques that it considers appropriate and in the Funds’ interests. Risk Factors Discussed below are some of the risks that potential investors should consider carefully before investing in PAI’s Funds. The Funds are highly speculative investments and are not intended as a complete investment program. The Funds are designed only for sophisticated persons who are able to risk losing their investment and who have limited need for liquidity. The risks described below are not exhaustive. Potential investors should review each Fund’s offering documents carefully and in its entirety and consult with their professional advisors before deciding whether to invest. A Fund’s investments may be materially affected by the overall economic and financial market conditions, including interest rates, inflation rates, availability of credit, economic uncertainty, changes in laws, trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations, or health epidemics and pandemics). These factors may affect the level and volatility of the prices and liquidity of a Fund’s investments, impairing a Fund’s profitability or resulting in losses. Policies implemented by regulators and exchanges, such as trading market closures, short selling bans, rent moratoriums and other restrictions may not mitigate, and may in fact further exacerbate such volatility. The Funds are subject to the risk that war, terrorism, climate change, social unrest and related and unrelated geopolitical and other new or novel market disrupting events as well as outbreaks of infectious disease, pandemics or any other serious public concerns (cumulatively, “Market Disruption Events”) may lead to increased short-term market volatility and have adverse long-term effects on world economies and markets generally, as well as adverse effects on issuers of securities and the value of the Funds’ investments. Recent examples of Market Disruption Events include the global outbreak of COVID19 in 2019, the Russian invasion of Ukraine in 2022 and the Hamas terrorist attack which led to the Israel-Hamas war in 2023. Market Disruption Events as well as other changes in world economic, social and political conditions also are likely to adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of a Fund’s investments. At such times, a Fund’s exposure to a number of other risks described elsewhere in this section can increase. The Adviser’s financial condition is likely to be adversely affected by a significant general economic downturn and it may be subject to legal, regulatory, reputational and other unforeseen risks that are

likely to have a material adverse effect on the Adviser’s business and operations and thereby are likely to impact the Funds. Moreover, a sustained downturn in the U.S. or global economy (or any particular segment thereof) or weakening of credit markets is likely to adversely affect a Fund’s profitability, impede the ability of a Fund’s portfolio companies to perform under or refinance their existing obligations, and impair a Fund’s ability to effectively exit its investments on favorable terms. Any of the foregoing events are likely to result in substantial or total losses to a Fund in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a particular portfolio company’s capital structure. In addition, the physical effects of climate change may have a significant effect on a Fund’s business, operations, and physical assets. Effects of climate change may subject a Fund to risks including, but not limited to, property damage to investments, financial and operational impacts from disruptions in operations of portfolio companies, increased insurance premiums, and changes in the availability of natural resources. Counterparties (for example, banks and brokers) may fail to perform their obligations in accordance with agreed terms and conditions. A counterparty’s insolvency or other failure to perform its obligations due to financial difficulties could result in significant delays in accessing the Funds’ assets and in some cases those assets may never be recovered. PAI and its affiliates may spend time on activities that compete with a Fund without accountability to investors, including investing for other Funds and their own accounts. If PAI or PAI LLC receives better compensation and other benefits from managing other assets compared to managing a Fund, they have an incentive to allocate more time to those other activities. These factors could influence PAI not to make investments on a Fund’s behalf even if such investments would benefit the Fund. In addition, members of PAI’s healthcare portfolio management team are practicing physicians who divide their time between those practices and their duties to PAI. A Fund may not achieve its investment objectives. A strategy may not be successful and investors may lose some or all of their investment. PAI has exclusive and absolute discretion and authority to manage and the Fund’s investments, except as limited by any agreement and applicable law. Currently, each Fund is likely to be concentrated in equities and equity-related securities that are issued by companies in the healthcare sector companies, with some exposure to companies located outside the U.S. Those securities involve substantially higher risks than do investments in securities of other sectors.

There are risks unique to investments in securities of healthcare companies that are a result of increasing regulation of, and government intervention into, the healthcare industry and the complexity raised by ethical issues. Changes in the regulatory environment could affect healthcare companies in ways that are not currently anticipated. PAI may not be able to obtain complete or accurate information about an investment and may misinterpret the information that it does receive. PAI or its affiliates also may receive material, non-public information about an issuer that prevents it from trading securities of that issuer for a Fund when the Fund could make a profit or avoid losses. A Fund may have higher portfolio turnover and transaction costs than a similar account managed by another Fund or investment adviser. These costs reduce investments and potential profit or increase loss. PAI may sell securities short, resulting in a theoretically unlimited risk of loss if the prices of the securities sold short increase. PAI may sell covered and uncovered options on securities. uncovered options could result in unlimited losses.

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Management and stockholders of an issuer may sue short sellers to prevent short sales of the issuer’s securities. PAI, PAI LLC and any of the Funds could be subject to such actions, even if they are baseless, and any such Fund could incur substantial costs defending them. PAI may engage in hedging, which may reduce profits, increase expenses and cause losses. Price movement in a hedging instrument and the security hedged do not always correlate, resulting in losses on both the hedged security and the hedging instrument. PAI is not obligated to hedge a Fund’s portfolio positions, and it frequently may not do so. PAI may, and does periodically, hold large cash balances as a strategic position during times of market volatility. Management fees will be calculated on all assets and will result in management fees being paid on cash balances. PAI may use both exchange-traded and over-the-counter derivatives, including but not limited to swaps and options. Trading in these instruments is highly speculative and may entail risks that are greater than those of investing in other securities. PAI uses leverage by borrowing on margin and may sell securities short and trade derivatives, which increases volatility and risk of loss. These instruments can be difficult to value. An incorrect valuation could result in losses.

Some of a Fund’s positions are or may become illiquid, in which case PAI may not be able to sell such positions. PAI takes positions in securities of small, unseasoned companies that are less actively traded and more volatile than those of larger companies. PAI may lend securities to brokers and other institutions to earn additional income or borrow securities from brokers or to other institutions to enable short sales. These loans typically are fully collateralized daily but the value of the collateral may fall below the value of the loaned securities or PAI may misjudge the creditworthiness of the other party to the transaction. PAI may cause a Fund to enter into repurchase agreements or reverse repurchase agreements. These instruments can have effects similar to margin trading and leveraging. PAI periodically invests in securities of non-U.S., private and government issuers. Some of the PAI Funds invest primarily in these issuers. The risks of these investments include political risks; economic conditions of the country in which the issuer is located; limitations on foreign investment in any such country; sanctions; currency exchange risks; withholding taxes; limited information about the issuer; limited liquidity; and limited regulatory oversight. These risks are greater in less developed countries, sometimes referred to as emerging markets. Changes in government regulations and sanctions, technological developments, political and diplomatic events and trades, tax and other innumerable other factors (including, but not limited to, political instability, natural disasters, and regional and global health epidemics) may occur. PAI may have limited ability to respond to these conditions. PAI has acquired and may acquire for any of the Funds a large position in an issuer’s securities, but the Fund nevertheless is unlikely to have any control over the issuer’s management. In addition, if PAI holds a large position in an issuer’s securities, it could depress the market for those securities. A Fund may not be able to generate cash necessary to satisfy investor withdrawals and redemptions. Substantial withdrawals and redemptions in a short period could force PAI to liquidate investments too rapidly, and may reduce the size of a Fund such that it cannot generate returns or limit losses. A Fund may limit or suspend withdrawals or redemptions of an investor’s assets from the Fund. A Fund’s investments may not be sufficiently diversified. In particular, the Funds concentrate their investments in the healthcare sector. Therefore, a loss

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PAI provides investment advice to private pooled investment vehicles that are offered to investors on a private placement basis. Investors in most PAI Funds generally are required to invest a minimum of up to $1,000,000 depending on the Fund, but PAI may waive this minimum. Some PAI Funds require a minimum investment of $250,000 or $5,000,000, but again, PAI may waive this minimum.

PAI currently manages only Funds that pay performance-based compensation as described in Item 5. It does not currently manage Funds that do not pay performance-based compensation, although as discussed above, limited partners who joined a PAI Fund before 1995 typically are assessed a 15% performance allocation, while subsequent investors pay performance-based compensation of 20%. This structure could cause the older Funds to pay less performance compensation to PAI than newer Funds. Also, the Sub-Advised Fund pays a 10% performance fee. To address any conflict that this structure might create, PAI typically allocates all investment opportunities within each strategy that it manages pro rata based on each Fund’s position size or assets. In addition, PAI has policies and procedures for reviewing Fund investment allocations on a regular basis.

Not Applicable.

PAI has adopted a Code of Ethics in compliance with Rule 204A-1 under the Investment Advisers Act of 1940 that establishes standards of conduct for PAI’s supervised persons. All of PAI’s supervised persons also act on behalf of PAI LLC, which has no employees of its own or persons who act on its behalf other than PAI’s supervised persons. The Code of Ethics includes general requirements that PAI’s supervised persons comply with their fiduciary obligations to clients and applicable securities laws, and specific requirements relating to personal trading, insider trading, conflicts of interest and confidentiality of Fund and investor information. It requires supervised persons to comply with the personal trading restrictions described below and periodically to report their personal securities transactions and holdings to PAI’s Chief Compliance Officer, and requires the Chief Compliance Officer to review those reports. It also requires supervised persons to report any violations of the Code of Ethics promptly to the Compliance Officer. Each supervised person receives a copy of the Code of Ethics and any amendments to it and must acknowledge in writing having received those materials. Quarterly, each supervised person must certify that he or she complied with the Code of Ethics. Investors may obtain a copy of PAI’s Code of Ethics by contacting PAI.

Under the Code of Ethics, PAI and its officers, partners and employees may personally invest in securities of the same classes as PAI purchases for Funds and may own securities of the same issuers that PAI subsequently purchases for Funds. This practice creates a conflict of interest in that any of such persons can use his or her knowledge about actual or proposed securities transactions and recommendations for a Fund to profit personally by the market effect of such transactions and recommendations. To address this conflict, except as described in Item 12 regarding aggregating securities transactions, PAI and its officers, partners and employees typically must obtain pre-approval before engaging in most securities transactions. Further, employees are restricted from opening any new security positions in the healthcare sector and from closing any security held in a client account for five business days before and after PAI trades that security for clients. Employees must give first priority to all purchases and sales of securities for client accounts before executing transactions for their own accounts, and must conduct their personal trading in a manner that does not conflict with the interests of any client account. PAI and its officers, partners and employees are also permitted to buy or sell specific securities for their own accounts based on personal investment considerations aside from company or industry fundamentals, which PAI does not believe appropriate to buy or sell for a Fund. Because PAI manages more than one Fund, there may be conflicts of interest over its time devoted to managing any one Fund and allocating investment opportunities among all Funds. For example, PAI selects investments for each Fund based solely on investment considerations for that Fund. Different Funds have differing investment strategies and expected levels of trading. PAI will buy or sell a security for one Fund but not for another, or buy (or sell) a security for one Fund while simultaneously selling (or buying) the same security for another Fund. PAI may give advice to, and take action on behalf of, any of the Funds that differs from the advice that it gives or the timing or nature of action that it takes on behalf of any other Fund. PAI is not obligated to acquire for any Fund any security that PAI or its officers, partners or employees may acquire for its or their own accounts or for any other Fund.

PAI has complete discretion in selecting the broker that it uses for Fund transactions and the commission rates that the Funds pay such brokers. In selecting a broker for any transaction or series of transactions, PAI considers a number of factors, including, for example:

net price, clearance, settlement and reputation; financial strength and stability; efficiency of execution and error resolution; block trading and block positioning capabilities; willingness to execute related or unrelated difficult transactions in the future; willingness to commit capital; special execution capabilities; knowledge of other buyers and sellers; order of call; offering to PAI on-line access to computerized data regarding clients’ accounts; computer trading systems;

the availability of stocks to borrow for short trades; confidentiality; general business or operational consulting; economic and market information; portfolio strategy advice; and industry and company comments.

PAI does not currently utilize soft dollars. In the future, if PAI decided to utilize soft dollars, any soft dollar credits generated by the Fund’s trading activities, would be used to purchase brokerage and research services or products that would otherwise have been Fund expenses. Further, PAI intends to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. PAI has retained Morgan Stanley & Co. LLC (“Morgan Stanley”) and Pershing LLC (“Pershing”) collectively, the “Prime Brokers”) to serve as the prime brokers and custodians to the Funds. PAI may replace Morgan Stanley or Pershing or appoint additional prime brokers and custodians at any time. The services that the Prime Brokers currently provide to the Funds may include custody, margin financing, clearing, settlement and stock borrowing, in accordance with the terms of the prime brokerage agreement entered into between each Fund and the Prime Broker for that Fund. Morgan Stanley’s address is 1585 Broadway, New York, NY 10036-8293, and Pershing’s address is One Pershing Plaza, Jersey City, NJ 07399. The Prime Brokers have custody of most of the Funds’ assets and provide PAI with other services. These services may include: technology (such as internet access, IT support, Bloomberg connections, wireless networking, e-mail archiving and disaster recovery systems), capital introduction services, portfolio reporting and access to electronic communications networks. PAI expects to use a substantial portion of these services for research and trading on behalf of the Funds, but some may be used for administrative purposes, which would not be within the safe harbor of section 28(e). Although many prime brokers provide similar services to investment advisers in exchange for brokerage, custody and clearance fees and other charges, if PAI did not receive these services from the Prime Brokers, PAI would be required to pay for all or some of them. PAI is not required to direct a particular number of trades to the Prime Brokers or to continue to use either of them as the Funds’ custodian, but it has an incentive to do so based on the Prime Brokers’ prior and continued services. A Fund’s obligations to a Prime Broker and any other custodian (and its affiliates) are secured by a first priority perfected security interest over all of the Fund’s assets held in custody by that custodian or any such affiliate. A custodian may transfer to itself or an affiliate all rights, title and interest in and to those assets as collateral and may deal with, lend, dispose of, pledge or otherwise use all such collateral for its own purposes. If any such transfer occurs with respect to a Fund, that Fund will rank as such custodian’s (or its affiliate’s) unsecured creditor. If such custodian or affiliate becomes insolvent, the Fund may not be able to recover its securities held by that custodian or affiliate in full. In addition, a Fund’s cash that a custodian holds may not be segregated from such custodian’s own cash and, if not so segregated, such custodian or affiliate may use that cash in the course of its business and a Fund will rank as unsecured creditors in relation to that cash.

PAI may pay to a broker mark-ups that exceed those that another broker might charge for effecting the same transaction because of the value of the brokerage, research, other services and soft dollar relationships that such broker provides. PAI determines in good faith that such compensation is reasonable in relation to the value of such brokerage, research, other services and soft dollar relationships, in terms of either the specific transaction or PAI’s overall fiduciary duty to its clients. A Fund may, however, pay higher commissions and mark-ups than are otherwise available or may pay more commissions or mark-ups based on Fund trading activity. The research and other benefits resulting from PAI’s brokerage relationships benefit PAI’s operations as a whole and all accounts that it manages, including those that do not generate the soft dollars that pay for such research and other benefits. PAI does not allocate soft dollar benefits to any Fund proportionately to the soft dollar credits that such Fund generates. PAI’s relationships with brokers that provide soft dollar services influence PAI’s judgment and create conflicts of interest in allocating brokerage business between firms that provide soft dollar services and firms that do not. PAI has an incentive to select or recommend a broker based on PAI’s interest in receiving soft dollar services rather than any Fund’s interest in receiving the most favorable execution. These conflicts of interest are particularly influential to the extent that PAI uses soft dollars to pay expenses it would otherwise be required to pay itself. PAI addresses these conflicts of interest by quarterly evaluating the trade execution services that it receives from the brokers that it uses to execute trades for the Funds. Such evaluation includes comparing those services to the services available from other brokers. PAI considers, among other things, alternative brokers, market makers and market centers, the quality of execution services, the value of continuing with various soft dollar services and adding or removing brokers, increasing or decreasing targets for each broker and the appropriate level of commission rates. PAI typically aggregates securities sale and purchase orders for a Fund with similar orders being made contemporaneously for other Funds that PAI manages or with accounts of its affiliates. In such event, PAI charges or credits a Fund the average transaction price of all securities purchased or sold in such transactions. As a result, however, the price may be less favorable to the Fund than it would be if PAI were not executing similar transactions concurrently for other Funds. PAI may also cause a Fund to buy or sell securities directly from or to another Fund, if such a crosstransaction is in the interests of both Funds. PAI may direct a certain amount of brokerage business to a broker in return for the broker’s referral of prospective investors. Directing brokerage in exchange for investor referrals creates a conflict of interest in that PAI has an incentive to refer the Funds’ brokerage business to brokers to which it might not otherwise direct transactions.

PAI engages solicitors to whom it pays cash or a portion of the advisory fees and or incentive allocation paid by investors referred to it by those solicitors. This practice is disclosed in writing to investors and PAI complies with the other requirements of Rule 206(4)-1 under the Investment Advisers Act of 1940, to the extent required by applicable law.

Not applicable.

All of PAI’s Funds are managed and reviewed on an ongoing basis by their portfolio managers. These reviews consider asset allocation, cash management, market prospects and individual issue prospects and give particular attention to changes in company earnings, industry outlook, market outlook and price levels. PAI’s portfolio managers are: A. Joon Yun, Principal

Patrick Lee, Principal Charles Cho, Equity Analyst Investors in the PAI Funds receive the following regular reports: Monthly or Quarterly – Account balance statements from the independent fund administrator. Quarterly – Update letter to investors. Annually – Audited fund financial statements.

PAI will comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the “custody rule”) by meeting the following conditions of the pooled vehicle annual audit approach with respect to the PAI Funds. Upon completion of the Funds’ annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), PAI will distribute the audited financials to the Fund’s Investors within 120 days of the Fund’s fiscal year end.

PAI has discretionary authority to manage the Funds pursuant to a grant of authority in each Fund’s limited partnership agreement or a limited power of attorney in each Fund’s investment adviser agreement.

PAI decides whether to vote a proxy on behalf of each Fund (other than the Sub-Advised Fund) after considering the proposal’s merits and considers a variety of qualitative and quantitative factors in deciding whether and how to vote a proxy. If PAI is considering voting a proxy, it reviews all proxy solicitation materials that it receives and evaluates all such information. It may also seek additional information from the party soliciting the proxy and independent corroboration of such information when PAI considers it appropriate and when it is reasonably available. In determining whether a proposal serves a Fund’s best interests, PAI considers a number of factors, including:

the proposal’s economic effect on shareholder value; the threat that the proposal poses to existing rights of shareholders;

the dilution of existing shares that would result from the proposal; the proposal’s potential effect on enhancing PAI’s engagement with management; the effect of the proposal on management or director accountability to shareholders; and if the proposal is a shareholder initiative, whether it wastes time and resources of the company or reflects the grievance of one individual.

PAI abstains from voting proxies when PAI believes that it is appropriate to do so. Due to the size and nature of the Firm’s operations and the Firm’s limited affiliations in the securities industry, the Firm does not expect that material conflicts of interest will arise between the Firm and a client account over proxy voting. The Firm recognizes, however, that such conflicts may arise from time to time, such as, for example, when the Firm or one of its affiliates has a business arrangement that could be affected by the outcome of a proxy vote or has a personal or business relationship with a person seeking appointment or re-appointment as a director of a company. If a material conflict of interest arises, the Firm will vote all proxies in accordance with its proxy voting policies. Investors can obtain a copy of PAI’s proxy voting policy and a record of votes cast by PAI on behalf of the Fund in which that investor is invested by contacting PAI.

Not Applicable.