PERCEPTIVE ADVISORS LLC

Perceptive Advisors LLC, a Delaware limited liability company, along with its affiliated entities, including but not limited to Perceptive Credit Advisors, LP, and Perceptive Venture Advisors, LP, and Perceptive Capital Solutions Advisors, LP (collectively referred to herein as the “Advisor”), is an investment firm established in 1999 and headquartered in New York, NY. The Advisor focuses on investment opportunities in healthcare companies in fields of therapeutics, biopharma, medical devices, diagnostics, life sciences and healthcare tech. The Advisor believes that significant opportunities exist in biotechnology due to pervasive underlying market inefficiencies and volatility. Joseph Edelman is the founder, sole managing member, and the Advisor continues to be 100% employee owned. As discussed in further detail in Item 7 herein, the Advisor advises four types of funds: The “Perceptive Life Sciences Funds,” which is a master-feeder private fund structure that invests primarily in publiclytraded securities; the “Credit Opportunities Funds”, which include several master-feeder structures that invest primarily in private securities and loans, including the PCOF Phoenix II Fund, LP and its related entities; the “Venture Funds”, which are private venture capital funds, principally investing in seed and early stage life science companies; and the “Capital Solutions Funds,” which invest primarily in directly originated equity investments in mid-cap publicly traded companies and privately held growth-stage companies in healthcare and related industries. The Perceptive Life Sciences Funds, the Credit Opportunities Funds, the Venture Funds and the Capital Solutions Funds collectively are referred to as the “Funds.” The Advisor also advises a separately-managed account client and may in the future manage additional accounts (the “Separate Accounts” and together with the Funds, the “Client Accounts”). The Separate Account is an affiliated account owned by Joseph Edelman. As of December 31, 2025, the Advisor had regulatory assets under management of $11,765,315,630, all of which were managed on a discretionary basis. The Advisor invests the Funds’ assets in accordance with the investment objectives and strategy set forth by the Advisor in the relevant Fund's confidential private placement memorandum, limited partnership agreements and other related offering documents, as amended from time to time (collectively, the “Governing Documents”). Investors in a Fund cannot place investment restrictions on the Fund’s investment strategy, or on the Advisor’s trading of Fund assets pursuant to such strategy. Alongside its portfolio management activities, the Advisor conducts research, sourcing and other investment support activities intended to enhance its investment process. These activities may include fundamental scientific and industry research, diligence on prospective investments, and strategic engagement with portfolio companies or industry participants. Additionally, as permitted by each Fund’s Governing Documents, the Advisor has provided, and expects to provide in the future, co-investment opportunities, including the opportunity to participate through coinvest vehicles that it controls, to certain investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, the Advisor’s personnel and/or certain other persons associated with the Advisor and/or its affiliates (e.g., a vehicle formed by the Advisor or its affiliates) on terms it deems appropriate and subject to the relevant Governing Documents, side letters and the Advisor’s allocation policies and procedures, but will be under no obligation to provide such opportunities. The Advisor considers these co-investment vehicles to be clients. The Advisor allocates available investment opportunities among its Client Accounts, investors, any coinvestors, its affiliates and/or other persons associated with the Advisor and any third parties in a manner it believes is fair and equitable over time in light of applicable Governing Documents and the Advisor’s policies and procedures. The terms of such co-investments may differ from those of a Client Account, including with respect to the payment of management fees, carried interest and expenses and may include preferential terms regarding liquidity or information rights and may be offered only to some, but not all

coinvestors. Expenses incurred in connection with any investment that contains a co-investment will generally be allocated among the participating Client Accounts and any co-investors on the basis of capital committed to each of the relevant investments or as otherwise set forth in the relevant Governing Documents. The Advisor shall, in its sole discretion, be authorized to structure any co-investment opportunity such that the co-investors do not bear any expenses in connection with unconsummated transactions. For more information relating to co-investments and the potential conflicts of interest relating to such transactions, please see Items 5, 6 and 10. The Advisor invests the Separate Account’s assets in accordance with the relevant managed account agreement when applicable, which is tailored to the individual needs of the Separate Account. Separate Account clients may place investment restrictions on the Advisor’s trading for the Separate Account pursuant to such managed account agreement. Depending on the applicable strategy, the Advisor may invest in a broad range of instruments, including equity securities, debt instruments, convertible securities, loans, warrants, options, royalty interests and other financial instruments issued by public or private companies. The foregoing list is illustrative and not exhaustive. The Advisor does not participate in any wrap fee programs.

The Advisor receives compensation for its advisory services, including management fees and performancebased compensation, as set forth in the applicable governing documents of the funds and other investment vehicles it advises. Fee structures vary depending on the applicable fund, vehicle, investor class and strategy. The Perceptive Life Sciences Funds The Advisor receives a management fee (the “Management Fee”), payable at the feeder fund level, calculated based on the net asset value of the Perceptive Life Sciences Funds. The Management Fee is payable monthly at the beginning of each month. Management Fee calculation methodology is described in detail in each feeder fund’s Governing Documents. The Advisor, in its discretion, may waive all or any portion of the Management Fee for any investor and may agree that a portion of its Management Fee be paid to third parties. Each feeder fund also reimburses and/or advances to the Advisor a maximum of 1% per annum of the average month-end net asset value of each feeder fund for certain of the Advisor’s administrative and management costs and expenses, including without limitation computer equipment and services, office space and utilities, salaries and bonuses, and other overhead expenses of the Advisor, except to the extent such costs and expenses are provided through “soft dollars” as described in Item 12 herein. Certain investors in the feeder funds hold shares or limited partnership interests that are not subject to this 1% fee. Please see Item 6 for a discussion of the Advisor’s performance-based compensation. The Credit Opportunities Funds The Advisor receives a Management Fee, calculated and payable quarterly in advance. Management Fee calculation methodology is described in detail in each Credit Opportunities Fund’s Governing Documents.

Please see Item 6 for a discussion of the Advisor’s performance-based compensation. The Venture Funds The Advisor receives a Management Fee, calculated and payable quarterly in advance. Management Fee calculation methodology is described in detail in each Venture Fund’s Governing Documents. Please see Item 6 for a discussion of the Advisor’s performance-based compensation. The Capital Solutions Funds The Advisor receives a Management Fee, calculated and payable quarterly in advance. Management Fee calculation methodology is described in detail in the Capital Solutions Fund’s Governing Documents. The Adviser, in its discretion, may waive a portion of the Management Fee in exchange for a reduction in the Adviser’s cash capital contribution obligation and/or corresponding interest in the Capital Solutions Funds’ profits. Please see Item 6 for a discussion of the Advisor’s performance-based compensation. The Advisor, in its discretion, may waive all or any portion of the Management Fee for any investor. Generally 100% of the Life Sciences Funds’ the Credit Opportunity Funds’, the Venture Funds’ and Capital Solutions Fund’s pro rata share of any amount of director’s fees, consulting fees, commitment fees, breakup fees, monitoring fees, success fees or other remuneration paid to the general partner of the applicable fund, the Advisor or any of the Advisor’s principals by or on behalf of portfolio companies, net of expenses, will be treated as an offset against future Management Fees or will reduce Fund expenses; provided, however, that the Management Fee will not be reduced below zero for the applicable fund. Generally, either the Advisor bears the costs of any placement fees for its Funds, or any such fees offset the Management Fee of the applicable fund. Separate Account The Separate Account is not charged any fees by the Advisor. Co-investment Vehicles The Advisor establishes specific fee schedules with respect to each co-investment vehicle. Fees on coinvestment vehicles may be greater than, equal to, or lower than, the fees applicable to the Client Accounts alongside which co-investment vehicles participate in investment opportunities, and may include reduced or no management fees, different carried interest or incentive allocations, and/or different expense arrangements. The Advisor, in its sole discretion, may waive or lower the fees for some or all of the investors in the co-investment vehicle. Such waiver or reduction of the fees will not result in any increase in the fee or expense burden on other investors in the co-investment vehicles. Expenses Except as otherwise agreed with any particular Client Account in the relevant Governing Documents, generally each Client Account is responsible for, among other things, all third-party costs and expenses related to their investments and operations, including all expenses and costs incurred in investigating, developing, negotiating, structuring, acquiring, trading, settling, monitoring and holding portfolio investments and prospective portfolio investments (whether or not consummated); travel, legal, tax and

accounting expenses in connection therewith; broken deal expenses; costs and expenses related to a potential investment idea, including expenses related thereto which may consist of reimbursement to the Advisor for a portion of the compensation paid to an employee or consultant of the Advisor including an entrepreneur-in-residence and an applicable portion of the overhead of the Advisor; expenses related to the registration, qualification or exemption of any Fund under any applicable laws; brokerage fees and commissions and prime brokerage fees, clearing and settlement charges, bank services fees, custodial expenses, agent bank and other bank service fees and other investment costs; payments to legal counsel, tax advisors, auditors, accountants, administrators, directors, appraisers, custodians, consultants and other outside advisors; expenses of the advisory boards attributable to any of the Funds; insurance; market data costs; research-related expenses, including, without limitation, news and quotation equipment, software and services; other expenses related to the purchase, monitoring, sale, settlement, custody or transmittal of Fund assets; costs of any regulatory filings related to Client Accounts (such as Schedules 13D and G); expenses of any lenders and other financing sources and interest and fees and expenses arising out of all borrowings made by the Funds; taxes, fees or government charges that may be assessed against the Funds; any extraordinary expense of the Funds, including fees and expenses associated with any tax or other audit, indemnification obligations, investigation, settlement or review of the Funds; legal fees and costs arising in connection with any litigation or regulatory investigation instituted against the Advisor or the Funds; expenses incurred in connection with complying with provisions of side letter agreements; unreimbursed costs and expenses incurred in connection with any transfer or proposed transfer by an investor or any investor’s name change; liquidation expenses of the Funds and their affiliates; expenses of annual and special meetings of the investors in the Funds; costs of preparing financial statements and reports to investors as well as tax returns and Schedule K-1s and other accounting or similar administrative functions; any activities with respect to protecting the confidential or non-public nature of any information or data; costs and expenses incurred in connection with the most-favored nations process and all other expenses properly chargeable to the activities of the Funds or otherwise approved by the advisory board and, to the extent any such costs or expenses are paid by the Advisor, the general partners or their affiliates, as the case may be, shall be reimbursed by the Funds. Except as otherwise agreed with any particular Fund’s Governing Documents, the Funds will generally bear organizational expenses, including without limitation all of the costs and expenses attributable to the organization of the Funds and their affiliates; the offer and/or sale of interests in the Funds, including without limitation any fees, costs and expenses relating to marketing the Funds and/or meetings with prospective investors; legal fees and expenses (including, without limitation, legal expenses relating to organizational and governing documents, offering memoranda, diligence responses, disclosure documents, legal opinions, and side letters and similar agreements); accounting fees and expenses; commercial transportation costs (including business-class and/or first-class travel), accommodations and meals; third party expenses incurred in connection with secure communications to prospective investors; fees and expenses of consultants retained in connection with fundraising; paying agents, depositories (including expenses and costs related to appointments of or changes to any depository appointed pursuant to the AIFMD and any similar regulations), Swiss representative and paying agent (appointed pursuant to the Swiss Collective Investment Schemes Act dated June 23, 2006 (as amended, “CISA”) (as amended) and the Swiss Financial Services Act 2918 (as amended, “FinSA”) including any law, rule or regulation related to the implementation thereof), costs related to filings with the Committee on Foreign Investment in the United States (“CFIUS”) or any successor thereto or other matters related to CFIUS in connection with the Fund’s investments or prospective investments, regardless of the reason that any such filing is made or other CFIUS matter arises, filings or notifications prepared in accordance with the foregoing; printing costs; filing fees; and other similar expenses described more fully in each Fund’s Governing Documents. Certain expenses incurred in managing the Client Accounts may be charged to the Funds but may benefit more than one Client Accounts. The Advisor believes that these expenses, which will include the cost of certain regulatory filings, will be de minimis. All other expenses are generally allocated among participating

Client Accounts in proportion to their respective participation in a specific investment, in proportion to their respective net asset values, or on such other basis as the Advisor determines to be fair and equitable under the circumstances and consistent with applicable Governing Documents. For additional information about brokerage expenses, see Item 12 below. Expenses incurred in connection with any investment that contains a co-investment will generally be allocated among the participating Client Accounts and any co-investors on the basis of capital committed to each of the relevant investments or as otherwise set forth in the relevant Governing Documents. The Advisor shall, in its sole discretion, be authorized to structure any co-investment opportunity such that the co-investors do not bear any expenses in connection with unconsummated transactions. The sole member of the general partner of the Capital Solutions Funds has formed Perceptive Discovery Company LP, (the “Discovery Company”). The Discovery Company and its members (other than Joseph Edelman), employees, consultants and agents (the “Discovery Company Persons”) are unaffiliated with the Perceptive Capital Solutions GP LLC and the Discovery Company is being retained by the Capital Solutions Funds’ general partner primarily to provide manufacturing, sales, marketing, technology, human resources, acquisition integration/rationalization, clinical development, project management and/or other operations services, acquisition or other due diligence, disposition consulting or similar services to the Capital Solutions Funds or any portfolio company or prospective portfolio company of the Capital Solutions Funds. The Discovery Company shall be permitted to receive and retain, or pay to Discovery Company Persons compensation, including fees, incentive equity or other stock awards, and reimbursement of certain travel and other costs and/or expenses of the Discovery Company and/or Discovery Company Persons. Such amounts are expected to be paid by a portfolio company or prospective portfolio company of the Capital Solutions Funds or directly by the Discovery Company, and such compensation will not reduce or offset the Capital Solutions Funds’ Management Fee. The Capital Solutions Funds shall be permitted to bear any costs or expenses incurred by the Discovery Company in connection with any services provided to the Capital Solutions Funds or any portfolio company or prospective portfolio company of the Capital Solutions Funds to the extent not reimbursed by any such entities, and such amounts will not reduce or offset the Management Fee.

The Life Sciences Funds The objective of the funds is to generate superior returns while seeking to preserve capital, by investing and trading primarily in U.S. equities in the biotechnology sector. The funds may invest and trade, on margin or otherwise, in capital stock, convertible securities, subscriptions, warrants, rights, bonds, notes, debentures and other debt instruments (whether subordinated, convertible or otherwise), money market obligations, certificates of deposit and other securities of whatever kind or nature, of any domestic or foreign corporation, partnership, government or entity whatsoever, in rights and options relating thereto, including put and call options or any combination thereof written by the funds or by others, and in currencies, financial and index options, futures contracts, swaps, derivatives or any combination thereof, whether readily marketable or not (collectively, “Securities”). The funds may sell Securities short and cover such sales, and lend funds or assets and borrow money, with or without collateral. The funds’ trading activities are active and primarily short-term, although the fund also holds long-term positions and may from time to time purchase and hold illiquid positions, by investing in restricted securities and turnaround situations and otherwise. The Advisor utilizes a two-pronged investment strategy, employing a paradigm of both perception and reality to analyze biotechnology and healthcare investments. On one hand, the Advisor attempts to identify investment opportunities related to changes in investor perception, such as the expected impact of clinical data, regulatory developments, financings, strategic transactions or FDA approval of a new drug on the price of a security. On the other hand, the Advisor analyzes the products, technologies and businesses underlying various investments, considering factors such as whether a drug or product will (i) prove effective in preclinical development or clinical trials, (ii) obtain regulatory approval, (iii) achieve commercial adoption, and (iv) perform in a manner consistent with market expectations. In conducting this research, the Advisor may communicate directly with management teams, clinical investigators, outside research consultants and analysts, and review scientific literature and other industry data. The Credit Opportunities Funds The investment objective of the Credit Opportunities Funds is to achieve superior risk-adjusted returns by investing in senior secured loans and other debt and debt-related instruments issued by small- and mid-cap publicly traded companies and privately-held growth-stage companies primarily in the healthcare and related industries. The Credit Opportunities Funds’ investments are generally originated directly or in collaboration with a syndicate of other credit investors, and a majority are structured as directly originated loans to healthcare companies. In evaluating such investments, the Advisor considers, among other things, capital structure, collateral coverage, covenant protection, liquidity, enterprise value, anticipated exit opportunities and the credit profile of the issuer. The Venture Funds The investment objective of the Venture Funds is to achieve attractive returns by investing principally in equity investments in seed and early-stage privately held life sciences companies. Some of the Venture Funds’ investments are in companies that have partnered with Xontogeny, LLC (“Xontogeny”), an accelerator that incubates new biotechnology companies through hands-on operational and strategic early, preclinical and clinical development support. Xontogeny provides experienced management and oversight to help guide the optimal development strategy and execution across a portfolio of companies. Depending on the investment, the Advisor may take an active board or governance role and investment decisions may be overseen by senior investment professionals on the Venture Funds’ investment committees. Each

Venture Fund targets investments, sourced globally but principally located in North America, including in companies with a lead-optimized compound/technology in preclinical stages. The Funds focus on validated technology areas. The Capital Solutions Funds The investment objective of the Capital Solutions Funds is to achieve attractive risk-adjusted returns by targeting investments in mid-cap publicly traded companies and privately held growth-stage companies primarily in the healthcare and related industries, generally through direct control and/or shared control private equity, equity-related and equity-like investments, including convertible debt investments. Investments are generally originated by the Capital Solutions Funds or, in collaboration with a syndicate of other healthcare investors, and it is expected that a majority of the Capital Solutions Funds’ investments will be structured as directly originated equity investments to healthcare companies. The Advisor may use Perceptive Discovery Company, LP to provide manufacturing, sales, marketing, technology, human resources, acquisition integration/rationalization, clinical development, project management and/or other operational or diligence services to the Capital Solutions Funds, portfolio companies or prospective portfolio companies, as further described in Item 10 below. Since inception of the Capital Solutions strategy, no portfolio companies have engaged the services of the Discovery Company, LP. Separate Accounts The investment strategy of the Separate Account may partially overlap with that of the Perceptive Life Sciences Fund, the Venture Funds and the Capital Solutions Fund, though the Separate Account may take more concentrated positions and use a higher degree of leverage than the Perceptive Life Sciences Fund. Special Purpose Acquisition Companies From time to time, the Advisor has and expects to cause the Funds to invest in special purpose acquisition companies (“SPACs”), which are companies formed for the purpose of effecting a merger, share exchange, asset acquisition, share repurchase, reorganization or similar business combination with one or more businesses, including SPACS sponsored by certain employees, principals and affiliates of the Advisor, and in the equity of the sponsor of one or more SPACS (“SPAC Sponsor Equity”), including SPAC Sponsor Equity issued by entities in which certain employees, principals or affiliates of the Advisor are also investors and act as officers or directors or to which they act as officers, directors or provide other services. The Advisor and its employees, principals or affiliates to date have sponsored and invested in five SPACs, as described further below in Item 10. Co-Investment Vehicles Each co-investment vehicle will differ from one another in its investment objective and is expected to center on a single or a narrowly focused set of investment opportunities. Investment Risks Investing in securities, loans and other investments involves risk of loss that all investors should be prepared to bear. The following does not purport to be a comprehensive summary of all of the risks associated with the investment strategy of each Client Account. Rather, the following are only certain risks to which certain of the Client Accounts are subject. For a more detailed list of each Client Account’s investment risks, see the Governing Documents for the relevant Client Account.

Certain of the Client Accounts will invest in securities, some of which are traded over the counter and some of which may be illiquid. There are several risks inherent in such investments, some of which are specifically referenced below. Such investments are subject to investment-specific price fluctuations as well as to macro-economic, market and industry-specific conditions, including, but not limited to, national and international economic conditions, domestic and international financial policies and performance, conditions affecting particular investments such as the financial viability, sales and product lines of corporate issuers, national and international politics and governmental events, and changes in income tax laws. Moreover, the Client Accounts may have only limited ability to vary their investment portfolios in response to changing economic, financial and investment conditions. Specifically, with any private-company investing strategies employed by the Advisor, traditional exit opportunities for such strategies have consisted primarily of initial public offerings and acquisitions of portfolio companies by publicly-traded companies, often for stock. The ability of the Advisor to sell or distribute securities and to realize investment gains will depend, in large part, upon favorable market conditions, including receptiveness to initial public offerings for the types of companies in which it invests and an active mergers and acquisitions market. Initial public offering and merger and acquisition opportunities may be limited or non-existent for extended periods of time, whether due to economic, regulatory or other factors. Risks Associated with Investments in Life Sciences and Healthcare Companies. The success of certain investments will be dependent upon obtaining certain government approvals. The research, development, preclinical and clinical trials, manufacturing, labeling, and marketing related to a biotechnology or medical technology company’s products are subject to an extensive regulatory approval process by the U.S. Food and Drug Administration (the “FDA”) and other regulatory agencies in the U.S. and abroad. The process for obtaining FDA and other required regulatory approvals, including the required preclinical and clinical testing, is very lengthy, costly and uncertain. There can be no guarantee that, even after such time and expenditures, a portfolio company will be able to obtain the necessary regulatory approvals for clinical testing or for the manufacturing or marketing of any products or that the approved labeling will be sufficient for favorable marketing and promotional activities. If an investment is unable to obtain these approvals in a timely fashion, or if, after approval for marketing, a product is later shown to be ineffective or to have unacceptable side effects not discovered during testing, the portfolio company may experience significant adverse effects, which in turn, could negatively affect the performance of the Client Accounts. The Advisor will invest in companies that may need to obtain patent protection for products, both in the U.S. and in other countries. The patent position of life sciences companies in many countries is highly uncertain and involves complex legal, scientific and factual questions. There is no consistent policy regarding the permissible breadth of coverage of claims allowed in life sciences patents. The Client Accounts’ Investments may be Volatile. A principal risk in speculative securities investing and trading is the traditional volatility in the market prices of securities. The profitability of certain Client Accounts depends greatly on predicting market prices. If the Advisor incorrectly predicts price movements, large losses could result. Certain of the Client Accounts will invest in small, emerging companies, which are unseasoned, unprofitable and/or have no established operating history or earnings. These companies may also lack technical, marketing, financial and other resources or may be dependent upon the success of one product or service or the effectiveness of a manager or management team. Many of these companies will operate at a loss, or with substantial variations in operating results from period to period. The failure of its one product or service, or the loss or ineffectiveness of a key executive or executives within the management team, may have a materially adverse impact on such companies. Furthermore, these companies may be more vulnerable to competition and to overall economic conditions than larger, more established entities.

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The Advisor’s clients are the Funds, the Separate Account, and co-investment vehicles. Each Fund’s Governing Documents specify the eligibility criteria and minimum investment requirements. Although the Advisor has the authority to accept subscriptions of a lesser amount, the required minimum initial investment in the Funds can range from $500,000 to $5,000,000 depending on the Fund. Investors in the Client Accounts and co-investment vehicles consist primarily of institutional investors, financial institutions, other investment funds, pension plans, endowments, foundations, family offices, and high-net-worth individuals. The Advisor requires Fund investors and co-investors to make representations concerning their financial sophistication, eligibility to invest, and ability to bear the risk of loss of their entire investment. The Advisor may, in its discretion, accept investors on terms that differ from those offered to other investors, including through side letters or other arrangements, as permitted by the relevant Governing Documents.

The Advisor receives performance-based compensation from the Funds as described below. Performancebased compensation arrangements may create an incentive for the Advisor to recommend investments that are riskier or more speculative than those that would be recommended under a different compensation arrangement. Such fee arrangements may also create an incentive to favor higher fee-paying accounts or accounts for which the Advisor has a greater expectation of receiving performance-based compensation over other accounts in the allocation of investment opportunities. The Perceptive Life Sciences Funds An affiliate of the Advisor is entitled to receive performance-based compensation in the form of an incentive allocation between 18%-25% of the appreciation in the net asset value of an investor’s capital account, depending on the redemption rights of the capital account. This performance fee is subject to a high-water mark. The Advisor or its affiliate, in its sole discretion, may waive or reduce the performance fee for any investor. The Credit Opportunities Funds An affiliate of the Advisor is entitled to receive incentive distributions (carried interest) from the Credit Opportunities Funds based on the net cash proceeds distributed to investors by the Funds. The calculation

of the incentive distributions to the Advisor’s affiliate is described in the relevant Fund’s Governing Documents. The incentive distribution is generally equal to 20% of the capital distributed after certain threshold returns to other investors are met. The Advisor or its affiliate, in its sole discretion, may waive or reduce the incentive distributions for any investor. The Venture Funds An affiliate of the Advisor is entitled to receive incentive distributions (carried interest) from each Venture Fund based on the net cash proceeds distributed to investors by the Fund. The calculation of the incentive distributions to the Advisor’s affiliates is described in each Venture Fund’s Governing Documents. The incentive distribution is generally equal to 20% of the capital distributed after certain threshold returns to other investors are met. The Advisor or its affiliate, in its sole discretion, may waive or reduce the incentive distributions for any investor. The Capital Solutions Funds An affiliate of the Advisor is entitled to receive incentive distributions (carried interest) from each Capital Solution Fund based on the net cash proceeds distributed to investors by the Fund. The calculation of the incentive distributions to the Advisor’s affiliates is described in each Capital Solutions Fund’s Governing Documents. The incentive distribution is generally equal to 20% of the capital distributed after certain threshold returns to other investors are met. The Advisor or its affiliate, in its sole discretion, may waive or reduce the incentive distributions for any investor. Separate Account The Separate Account is not charged any incentive-based compensation. Co-Investment Vehicles The Advisor may receive incentive distributions from some or all investors in the co-investment vehicles, and the amount, methodology and timing of such incentive distributions payable from each co-investment vehicle may vary from one another and may be higher, equal to or lower than those applicable to the Funds or other co-investment vehicles participating in the same investment opportunity.

The general partner of the Perceptive Life Sciences Fund’s onshore feeders is Perceptive Capital LLC, a Delaware limited liability company. Perceptive Capital LLC is an affiliate of the Advisor. Joseph Edelman is the managing member of Perceptive Capital LLC. This relationship may create an incentive for the Advisor to make investments that are riskier or more speculative than would be the case if Perceptive Capital LLC did not receive incentive compensation from the Perceptive Life Sciences Onshore Funds. The general partners of the Credit Opportunities Funds include Perceptive Credit Opportunities GP, LLC and PCOF EQ AIV GP, LLC, each an affiliate of the Advisor. Joseph Edelman is the managing member of Perceptive Credit Opportunities GP, LLC and PCOF EQ AIV GP, LLC. This relationship may create an incentive for the Advisor to make investments that are riskier or more speculative than would be the case if Perceptive Credit Opportunities GP, LLC did not receive incentive compensation from the Credit Opportunities Funds. Perceptive Credit Advisors, LP, an affiliated investment advisor relying on the SEC registration of the Advisor, provides investment advisory services to the Credit Opportunities Funds. Specifically, Perceptive Credit Advisors, LP currently advises four different Credit Opportunities Fund structures: Perceptive Credit Opportunities Fund II, Perceptive Credit Opportunities Offshore Fund II, LP, and PCOF EQ AIV II, LP (collectively, “PCOF II”); Perceptive Credit Opportunities Fund III, LP, Perceptive Credit Opportunities Offshore Fund III, LP, and PCOF EQ AIV III, LP (“PCOF III”); and Perceptive Credit Opportunities Fund IV, LP, Perceptive Credit Opportunities Offshore Fund IV, LP, and PCOF EQ AIV IV, LP (“PCOF IV”); and Perceptive Credit Opportunities Fund V, LP, Perceptive Credit Opportunities Offshore Fund V, LP and PCOF EQ AIV V, LP (“PCOF V”). PCOF Phoenix II Fund, LP and PCOF Phoenix II Offshore Fund, LP (collectively, “Phoenix”) invest alongside PCOF II, PCOF III, PCOF IV. PCOF II (along with Phoenix) invests substantially all of its credit assets in Perceptive Credit Holdings II, LP (“PCH II”), PCOF III (along with Phoenix) invests substantially all of its credit assets in Perceptive Credit Holdings III, LP and PCOF IV (along with Phoenix) invest substantially all of its credit assets in Perceptive Credit Holdings IV, LP. Additionally, PCOF EQ AIV II, LP, PCOF EQ AIV III, LP, and PCOF EQ AIV IV are investment vehicles developed to custody certain warrant and equity investments of PCOF II, PCOF III and PCOF IV. PCH II, PCH III and PCH IV are not currently disclosed in Item 7.B(1) of Form ADV Part 1A, but all the gross assets related to these vehicles are currently reported as part of, PCOF II, PCOF III and PCOF IV in the Form ADV.

The general partner of the Venture Funds is Perceptive Xontogeny Venture GP, LLC, a Delaware limited liability company. Perceptive Xontogeny Venture GP, LLC is an affiliate of the Advisor. Joseph Edelman is the managing member of Perceptive Xontogeny Venture GP, LLC. This relationship may create an incentive for the Advisor to make investments that are riskier or more speculative than would be the case if Perceptive Xontogeny Venture GP, LLC did not receive incentive compensation from the Venture Funds. Perceptive Venture Advisors, LP, an affiliated investment advisor relying on the SEC registration of the Advisor, provides investment advisory services to the Venture Funds. The general partner of the Capital Solutions Funds is Perceptive Capital Solutions GP LLC, a Delaware limited liability company. Perceptive Capital Solutions GP LLC is an affiliate of the Advisor. Joseph Edelman is the managing member of Perceptive Capital Solutions GP LLC. This relationship may create an incentive for the Advisor to make investments that are riskier or more speculative than would be the case if Perceptive Capital Solutions GP LLC and its affiliates did not receive incentive compensation from the Capital Solutions Funds. Perceptive Capital Solutions Advisors LP, an affiliated investment advisor relying on the SEC registration of the Advisor, provides investment advisory services to the Capital Solutions Funds. The Advisor provides investment management services to more than one Client Account and such Client Accounts have overlapping, competing, or conflicting investment objectives. Related persons of the Advisor may invest directly or via a co-investment vehicle alongside Client Accounts under certain circumstances. Advisor can exercise a wide degree of discretion in allocating investment opportunities among Client Accounts where such opportunities may be appropriate for more than one Client Account. Such allocation decisions may not result in a pro rata allocation to all Client Accounts. Accordingly, even Client Accounts sharing similar strategies may not hold the same securities or instruments or achieve the same performance. The Advisor has adopted policies and procedures designed to address conflicts among Client Accounts, including allocation policies and other compliance oversight, but such conflicts may not be resolved in a manner favorable to every Client Account. At times, the Advisor may give advice or take action for one Client Account that differs from, conflicts with, or is adverse to advice given or action taken on behalf of another Client Account. There may be circumstances in which some Client Accounts, principals, related persons or employees hold interests in an investment that are structured differently, have different seniority, and/or have different terms than the investment made by a Client Account in the same or a related investment. For example, the Advisor may cause one Client Account to hold debt and another Client Account, Advisor’s principals, related persons or employees to invest in equity instruments of the same issuer. Therefore, the interests of the Client Account and the Advisor (or its principals or employees) may not always be aligned, which may give rise to actual or potential conflicts of interest, and actions taken for one Client Account may be adverse to the interests of another Client Account or the Advisor (or its principals or employees), or vice versa. The Advisor has developed certain internal policies, procedures and controls aimed to address such conflicts including the development of an internal conflicts committee to properly address any situations that may occur. The Venture Funds’ investments include those in companies to which Xontogeny provides services and/or in which Xontogeny holds founders’ equity, as further described in Item 8 and the relevant Fund’s Governing Documents. Because one or more partners, members, officers, employees, investment committee members and/or affiliates related to the Advisor will hold an investment in such companies, conflicts of interest will arise related to the terms and valuation of such companies in connection with the related investments made by the Advisor on behalf of the Venture Funds. The Advisor will always endeavor to act in the best interests of the Venture Funds. Additionally, the Advisor has developed certain internal policies to address such conflicts including the development of an internal conflicts committee to properly address any situations that may occur.

The general partner of the Capital Solutions Funds has formed and retains the Discovery Company to provide certain consulting or similar services to the Capital Solutions Funds or any portfolio company of the Capital Solutions Funds, as further described in Item 5. The Advisor and certain of its principals, employees and other persons associated with the Advisor and its affiliates have to-date sponsored and invested in, caused Client Accounts to invest in, and acted as officers or directors or provided other services to six SPACs and related SPAC Sponsor Equity, and expect to sponsor and invest in, cause Client Accounts to invest in, and provide services to additional SPACs and SPAC Sponsor Equity in the future. The six SPACs are: (i) Arya Sciences Acquisition Corp - having completed an initial public offering in October 2018 and a subsequent business combination with Immatics NV; (ii) Arya Sciences Acquisition Corp II - having completed an initial public offering in June 2020 and a subsequent business combination with Cereval Therapeutics; (iii) Arya Sciences Acquisition Corp III having completed an initial public offering in August 2020 and a subsequent business combination with Nautilus Biotechnology; (iv) Arya Sciences Acquisition Corp IV - having completed an initial public offering in February 2021 and a subsequent business combination with Adagio Therapeutics in July 2024; (v) Arya Sciences Acquisition Corp V- having completed an initial public offering in July 2021 and subsequently liquidated in December 2023; and (vi) Perceptive Capital Solutions Corp – having completed an initial public offering in June 2024. The Advisor and its principals, employees and related persons that invest in SPACs and SPAC Sponsor Equity stand to benefit from their direct and/or indirect ownership in each SPAC, and in particular can potentially benefit (and avoid significant potential losses) if a SPAC successfully completes a business combination before the relevant deadline. Accordingly, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate a business combination. The SPACs may also compete with the Funds or their portfolio companies for acquisition opportunities and related financing. The Advisor will rely on its policies and procedures to resolve any potential conflicts in accordance with its contractual obligations and its fiduciary duty to its Client Accounts. From time to time, the Advisor and its employees may come into possession of material, non-public information, which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. This may occur, for example, where an affiliated person is a director or officer of a company, the stock of which may be held by a client. In the event that the Advisor does come into possession of material non-public information, it may be unable to use this information for the benefit of clients. Thus, the possession of this information may cause a client account to be frozen in a security position or be unable to engage in a transaction in that position until such time as the information is made public. The co-investment vehicles managed by the Advisor include PX Venture (C), LLC; LEV LB Holdings, LP; Perceptive LS (A), LLC; Perceptive SP (C), LP; Perceptive SP (E), LP; Perceptive SP (F), LP; and Perceptive SP (G), LP. The managing member or general partners to these vehicles include Perceptive Xontegeny Venture GP, LLC; Perceptive Xontegeny Venture II GP, LLC; LEV LB Holdings GP, LLC; Perceptive LS GP, LLC; and Perceptive SP GP, LLC, all of which are affiliated with the Advisor and solely owned by Joseph Edelman. As permitted by each Fund’s Governing Documents, but otherwise in the Advisor’s sole discretion, the Advisor provides co-investment opportunities to one or more Investors and/or other persons, including affiliates or employees of the Advisor or its affiliates, in each case on terms to be determined by the Advisor in its sole discretion. Conflicts of interest may arise in the allocation of such co-investment opportunities. The allocation of co-investment opportunities, which may be made to one or more persons for any number of reasons as determined by the Advisor in its sole discretion, may not be in the best interests of a Client Account or any individual investor. In exercising its sole discretion in connection with such co-investment

opportunities, the Advisor may consider some or all of a wide range of factors, which may include factors which benefit the Advisor such as the likelihood that an investor may invest in another fund managed by the Advisor or may be willing to pay higher fees than another investor. Co-investment opportunities may, and typically will, be offered to some and not to other investors. When and to the extent that employees and related persons of the Advisor make capital investments in or alongside a Client Account, the Advisor is subject to conflicting interests in connection with these investments. The Advisor’s allocation of co-investment opportunities among the persons and in the manner discussed herein may not, and often will not, result in proportional allocations among such persons, and such allocations may be more or less advantageous to some such persons relative to others. Furthermore, to the extent a co-investment opportunity is allocated to third party co-investors, none of the Client Accounts or the Advisor may be compensated by the third party co-investors for the time and effort involved in identifying any such co-investment opportunity. In the event such a co-investment opportunity is not consummated, such third party co-investors would not be obligated to reimburse the Client Accounts for any transaction fees or expenses incurred in connection with such co-investment opportunity. Any of the situations described above will subject the Advisor and/or its affiliates to potential conflicts of interest. The Advisor seeks to identify, document and address material conflicts through disclosure, the relevant Governing Documents, advisory board processes where applicable, and compliance policies and procedures. As the businesses of the Advisor evolve, new and other potential conflicts may arise. For additional conflicts, please review the related Governing Documents for each Client Account.

Code of Ethics. The Advisor has adopted a Code of Ethics pursuant to Rule 204A-1 under the Advisers Act for the purpose of instructing employees about their fiduciary obligations to the Client Accounts and all matters relating to prevention of misuse of material non-public information. Among other things, the Code requires employees to place client interests first at all times; report violations of the Code and applicable law; maintain the confidentiality of client and firm information; comply with policies regarding gifts and entertainment, anti-bribery, political contributions and pay-to-play, employee personal trading, insider trading, outside business activities, service on boards of directors, the use of outside research consultants, contact with public company management and idea dinners; and submit periodic certifications through the Advisor’s compliance system. Clients or prospective clients may obtain a copy of the Code of Ethics by contacting the Advisor’s Chief Compliance Officer (“CCO”). Participation or Interest in Client Transactions and Personal Trading. A related person may from time to time have an interest, direct or indirect, in a security, the purchase or sale of which is recommended to clients. The Advisor’s Code of Ethics and related compliance policies are designed to mitigate the resulting conflicts. Employees generally are required to preclear transactions in reportable securities in covered accounts; submit initial and annual holdings reports and quarterly transaction reports (or duplicate brokerage statements); comply with restrictions on initial public offerings, limited offerings and certain other transactions; and adhere to the Advisor’s restricted list and insider trading controls. The CCO administers these requirements, reviews employee reports and trading activity, and may impose sanctions for violations, including revocation of personal trading privileges, disgorgement of profits, compensationrelated penalties, suspension or termination of employment. A copy of the Advisor’s Code of Ethics is available to clients and prospective clients upon request. Under certain circumstances and subject to compliance with applicable law, the Advisor or its related person as principal buys securities from, or sell securities to, a Client Account. In such circumstances the

Advisor directs Client Accounts to engage in cross transactions, including cross transactions between the separate account owned by Joseph Edelman and another Client Account. In the event that the Advisor engages in cross transactions for any securities held in the Client Accounts, the Advisor will obtain approvals from the Client Accounts’ board of directors or limited partnership committee prior to making these transactions if required by applicable law or the applicable Governing Documents. The Advisor or its related persons has in the past and may in the future warehouse or hold an investment in a principal account for the benefit of one or multiple Funds. Such arrangements can be made at the request of a Fund’s portfolio management team where the Fund has insufficient funds or liquidity to consummate a transaction on a particular investment opportunity. Once the sufficient funds are obtained or liquidity is restored, the Advisor shall cause a transaction between the principal account and the fund. The price in such a transaction shall be the original cost of such investment, plus legal and out-of-pocket expenses, including foregone interest income, related to such investment. Such arrangements will be approved by applicable the Fund’s limited partnership committee or board of directors unless another approval mechanism is prescribed in the fund’s Governing Documents. Conflicts Relating to Investments in SPACs Sponsored by Advisor Employees. In connection with sponsoring SPACs and managing the investments by Client Accounts in such SPACs, the Advisor is and will be faced with actual and potential conflicts of interest. The devotion of time and effort of certain employees in sponsoring SPACs could be viewed as creating a conflict of interest in that the time and effort of certain Advisor employees will not be devoted exclusively to the business of the Client Accounts. The Advisor employees will devote such time and resources as they deem necessary or advisable to effectively manage each Client Account. As described above, it is anticipated that Advisor employees will continue to serve as directors and/or officers of SPACs sponsored by Advisor employees and/or any acquisition target of such SPACs that becomes publicly listed on an exchange (each, an “Acquired Company”). Advisor employees may face a conflict between the duties owed to the Client Accounts and the duties owed to such SPACs or Acquired Companies. In addition, in connection with its investment activities, SPACs sponsored by Advisor employees may engage with issuers in which the Client Accounts invest, or other companies with which the Client Accounts transact business. The interests of the Client Accounts may not be aligned in all circumstances with the interests of such SPACs. There can be no assurance that the board membership and/or the involvement of certain Advisor employees with respect to SPACs or Acquired Companies, or engagement with issuers, in each case, will result in favorable results for the Client Accounts. Advisor employees do not receive any additional compensation when serving on the boards of directors of SPACs sponsored by the Advisor. Subsequent to the business combination, Advisor employees may take board seats of the business combination targets companies. With respect to any pecuniary benefits received by Advisor employees for director services with portfolio companies, such amounts will be applied to reduce the Management Fees paid by such Client Account to the Advisor. Certain Advisor employees have received, and expect to continue to receive, economic benefits in connection with their investments in SPAC Sponsor Equity. Certain Client Accounts have also invested in SPAC Sponsor Equity in connection with SPACs sponsored by Advisor employees. In addition, certain Advisor employees and Client Accounts were issued warrants of such SPACs. In addition to investing in SPAC Sponsor Equity and/or warrants with respect to a SPAC sponsored by Advisor employees, Client Accounts may participate in an IPO of such SPAC, enter into a forward purchase agreement with such SPAC, and/or participate in any associated PIPE. By directing the Client Accounts to invest in the securities of such SPACs, the Advisor is presented with a conflict of interest. The Advisor, on the one hand, is incentivized to increase the value of SPACs sponsored by Advisor employees or an

Acquired Company, including to preserve the benefits associated with the Advisor employees’ SPAC Sponsor Equity. Such Advisor employees, on the other hand, owe certain duties to the Advisor and Client Accounts. Thus, the Advisor faces a conflict of interest in determining the size and scope of the investment by each Client Account in any SPACs sponsored by Advisor employees and/or any Acquired Company. In connection with any SPAC sponsored by Advisor employees, Client Accounts may also enter into a forward purchase agreement with an issuer to participate in a private placement transaction, which would close concurrently with the initial business combination of such SPAC. The terms of such forward purchase agreement would be negotiated by the Advisor, on behalf of the Client Accounts, in its discretion. The Client Accounts could thereby be in a position of providing capital to support the Advisor employees and the SPAC Sponsor Equity that they own with no guarantee that such capital investment will be profitable for the Client Accounts. In addition, the Client Accounts may enter into a forward purchase agreement that is structured as a backstop to help fund redemptions from public stockholders that choose to not participate in the proposed business combination, which could obligate the Client Accounts to provide additional capital to such SPAC in order to consummate the business combination.

The Advisor is authorized to determine the executing broker to be used for each securities transaction for the Client Accounts. Brokers will be selected by the Advisor generally on the basis of best execution services, which will be determined by taking into account, among other things, investment research provided by the broker, the broker’s ability to commit capital, stability and responsibility, reputation, financial strength, reliability, responsiveness to the Advisor and accuracy of recommendations on particular securities, commission rates, ability to execute trades, block trading and block positioning capabilities, nature and frequency of sales coverage, securities price, depth of available services, arbitrage operations, bond capability and option operations, liquidity of market, access to various market venues, access to direct access trading, access to new issues and/or PIPES, expertise in certain securities or derivatives, the availability of stocks to borrow for short trades, willingness to execute related or unrelated difficult transactions in the future, the ability to execute larger transactions confidentially or anonymously or in a manner that avoids disclosing trading interest to the market, order of call, back office, processing and special execution capabilities, efficiency of execution and error resolution. The Advisor is not required to select the broker charging the lowest commissions. In selecting brokers to execute transactions, the Advisor need not solicit competitive bids and does not have an obligation to negotiate brokerage commission costs. Thus, the Client Accounts are deemed to be paying for other products and services provided by the broker which are included in the transaction charges. In exchange for the direction of portfolio transaction dollars to certain brokers, credits are generated which are used by the Advisor to pay for the products and services provided, or paid for, by such brokers. To the extent the Client Accounts’ portfolio transactions generate such credits or products and services are provided, the Advisor or the Client Accounts will be receiving a benefit by reason of the direction of commissions. The Advisor uses “soft dollars”. When engaging in soft dollar transactions, the Advisor will comply with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under this provision, in exercising its discretionary authority to select or arrange for the selection of brokers for execution of transactions for Client Accounts, and, subject to its duty to obtain best execution, the Advisor may consider the value of research and brokerage products and services (collectively, “Research”) provided by such brokers. “Research” generally includes, among other things, proprietary research (which may be written or oral); databases and quotation services, including electronic market quotations; market, economic and financial data; statistical information; pricing and availability of securities; performance measurement and analytical services; and analyses, reports, studies and forecasts concerning specific securities,

companies, industries or sectors, or the economy generally. In addition, given the Advisor’s focus on healthcare and life sciences investments, such research may include scientific and clinical research, medical and regulatory analyses, clinical trial data, and access to physicians, scientists and other industry experts (including key opinion leaders). The Advisor may also receive access to financial publications, conferences and meetings with corporate management teams or industry consultants, as well as appraisal services, trading and execution analytics (including transaction cost analysis), and other information or services that assist the Advisor in making investment decisions. Accordingly, if the Advisor determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, a Client Account may pay commissions to such broker in an amount greater than the amount another broker might charge. The Advisor will allocate the costs of any “mixed use” products or services, so that only the portion of such products or services that relate to research or execution will be paid for with soft dollars, and the remainder will be paid for by the Advisor. Research products and services purchased with soft dollars generated by one Client Account may be used by the Advisor to benefit another or multiple Client Accounts, including those that do not generate any soft dollars. The Advisor participates in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to Funds managed by the Advisor or recommend these Funds as an investment to their clients. Such benefits create an incentive for the Advisor to favor broker-dealers that provide these services, even where another broker-dealer could provide more favorable execution in a particular circumstance. The Advisor generally evaluates this factor in conjunction with the specific trading quality factors listed above in determining whether to place trades with the broker-dealer providing the capital introduction service. In no event will the Advisor select a broker-dealer as a means of remuneration for recommending the Advisor or any other product managed by the Advisor (or an affiliate) or affording the Advisor with the opportunity to participate in capital introduction programs. Securities trades for the Client Accounts managed by the Advisor may, but are not required to be, aggregated. The Advisor generally aggregates orders for the same security when it believes aggregation is consistent with its duty to seek best execution and fair treatment of Client Accounts. Where, because of prevailing market conditions, it is not possible to obtain execution of all of the shares desired for all Client Accounts at the same price or time, the Advisor will allocate participating trades in a manner it believes is fair and equitable over time. Each Client Account participating in an aggregated order generally will participate at the average price for the Advisor’s transactions in that security on the relevant business day, with transaction costs shared pro rata based on participation. Aggregation may operate on some occasions to the advantage, and on other occasions to the disadvantage, of the relevant Client Accounts. In the course of carrying out trading and investing responsibilities for the Client Accounts, “trade errors” may occur — i.e., errors in executing specific trading instructions. Examples of trade errors include: (i) buying or selling an asset at a price or quantity that is inconsistent with the specific trading instructions generated by a particular strategy; or (ii) buying rather than selling a particular asset (and vice versa). In accordance with the agreements with each client, the Advisor treats all trade errors (whether they result in gains or losses) as for the account of the client, unless they are the result of conduct by the Advisor that is inconsistent with the standard of care set forth in the relevant Governing Documents of the relevant Client Account. Accordingly, the Advisor will generally not be required to reimburse any client for the results of any trade errors.

Please refer to Item 12 above regarding the use of soft dollars, capital introduction services and other benefits that may be received by the Advisor from brokers in connection with execution of Client Account securities transactions. Those benefits create conflicts of interest because they may provide the Advisor or its personnel with economic or other incentives to select or retain certain broker-dealers or service providers. The Advisor engages placement agents to identify and refer certain potential investors to invest in its Funds. Fees payable to such placement agents generally will be borne by the Advisor indirectly through an offset against the Management Fee, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal, and entertainment expenses, typically are borne by the relevant Funds as part of the organizational expenses of such Fund. The practice of bearing such fees over time through offset provides a benefit to the Advisor in that it generally results in prompt payment to the relevant placement agent without requiring the Advisor immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Management Fees. Solicitation arrangements relating to U.S. Investors and U.S. domiciled Funds generally are disclosed in the relevant Fund’s Form D. Any conflicts of interest regarding economic benefits provided to the Firm or its affiliates by other persons that are not Investors are addressed in the manner set forth in the Funds’ Governing Documents.

On September 6, 2022, the SEC issued an order finding that the Advisor (1) failed to disclose certain conflicts of interest regarding its personnel’s co-investment with the Funds in the sponsors of SPACs in which the Advisor advised its clients to invest and (2) failed to timely file a required report on Schedule 13D concerning its beneficial ownership of stock in a public company. The Advisor consented to the entry of the SEC’s order finding that it violated Sections 206(2) and 206(4) of the Investment Advisers Act of 1940 and Rules 206(4)-7 and 206(4)-8, as well as Section 13(d) of the Securities Exchange Act of 1934 and Rule 13d-1. Without admitting or denying the findings, the Advisor agreed to a cease-and-desist order, a censure, and a $1.5 million penalty to settle the charges.

The Client Accounts and co-investment vehicles are reviewed on an at least annual basis by the Advisor to assure conformity with investment objectives and guidelines. The Advisor’s portfolio managers and investment professionals are primarily responsible for day-to-day monitoring, and the Chief Compliance

Officer periodically reviews Client Accounts to confirm that each Client Account is managed consistently with the relevant Governing Documents, advisory agreements and applicable law. The Advisor may also monitor portfolio risk exposures, liquidity, concentration and valuation matters through internal processes and third-party service providers. The Advisor has engaged an independent administrator to send monthly or quarterly unaudited reports reviewing each Fund’s performance to investors. Additionally, investors in the Funds and co-investment vehicles receive financial statements audited by an independent accounting firm registered with and subject to inspection by the Public Company Accounting Oversight Board, and in accordance with U.S. Generally Accepted Accounting Principles, within 120 days of the relevant Fund’s fiscal year end. Reporting requirements for the Separate Account clients are negotiated on a case-by-case basis and vary by client.

Based on the fact that the Advisor’s affiliated entities serve as general partners/managing members of the Funds and co-investment vehicles, the Advisor has constructive custody of client assets. The Advisor complies with Rule 206(4)-2 under the Advisers Act with respect to such custody primarily by relying on the annual audit provision applicable to pooled investment vehicles. Client assets are generally maintained with qualified custodians, including prime brokers, banks, administrators and other financial institutions, and the Advisor’s annual compliance review includes verification that each entity holding Client assets is a qualified custodian and is unrelated to the Advisor or its affiliates. The Advisor provides all investors with audited financial statements for the Funds and co-investment vehicles in which they are invested within 120 days of such Fund’s fiscal year end. In addition, the audited financial statements are prepared 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. Investors should carefully review the audited financial statements of the Funds. The Advisor also maintains procedures regarding the prompt handling and forwarding of inadvertently received client funds or securities.

The Advisor invests the assets of each Fund and co-investment vehicle pursuant to the investment strategy set forth in the relevant Governing Documents. The Advisor has discretionary authority to manage Client Account assets, including the authority to determine the securities and other investments to be purchased or sold, the amount or size of such positions, the timing of transactions, the use of brokers or counterparties and, subject to applicable law and the relevant Governing Documents, participation in restructurings, financings, co-investments, borrowings, guarantees and dispositions. In the case of the Funds, such discretion is subject to the relevant Governing Documents, advisory board approvals, side letters and applicable law. With respect to any potential Separate Account, the Advisor will invest the Separate Account’ assets in accordance with the relevant managed account agreement (if applicable), which is tailored to the individual needs of the Separate Account and may contain investment guidelines, restrictions or other limitations not applicable to the Funds. Separate Accounts may place investment restrictions on the Advisor’s trading for the Separate Account pursuant to such managed account agreement.

The Advisor has established proxy voting policies and procedures designed to ensure that proxies are voted in the best interest of the relevant Client Accounts. When voting proxies, the Advisor generally considers all aspects of the vote that could affect the value of the issuer or the relevant Client Account, may determine not to vote proxies when it believes the matter is immaterial or the costs of voting outweigh the expected benefit, and generally may vote in accordance with management’s recommendations on routine or administrative matters unless the Advisor has a reason to vote otherwise. If the Advisor determines that a conflict of interest exists as to a particular issuer , the CCO will determine whether the conflict is material to the vote. If it is determined not to be material, the Advisor will vote without further procedures. If it is determined to be material, the Advisor will resolve the conflict in one of several possible ways, which may include refraining completely from exercising its discretion with respect to voting the proxy, seeking the advice of the client (which in the case of a Fund may be its board of directors or an advisory board), deferring to the voting recommendation of an independent third party provider of proxy voting services, and/or taking such other action as the Advisor believes will serve the best interest of the client. Depending on the particular client and circumstances involved, the appropriate resolution of one conflict of interest may differ from the resolution of another conflict of interest, even though the facts underlying both conflicts may be similar or identical. A copy of the Advisor’s proxy voting policies and procedures and information on how the Advisor has voted proxies are available upon request from the Advisor’s CCO. From time to time, Funds may have the opportunity to participate in class action lawsuits. The Advisor may, in its sole discretion, file proofs of claim on behalf of the Funds in these lawsuits. The advisor may engage and compensate third parties to assist it with identifying lawsuits for which it may be an eligible plaintiff and filing proofs of claim

Registered investment advisers are required in this Item to provide investors with certain financial information or disclosures about their financial condition. The Advisor has no financial commitment that impairs its ability to meet its contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding.