Prosight Management, LP

Prosight Management, LP, a Delaware limited partnership and private investment management firm (“Prosight Management” or the “Advisor”, “we”, “us” or “our”), was founded in November 2008 with a principal place of business in Dallas, Texas. The general partner of Prosight Management is Prosight Partners, LLC, a Delaware limited liability company. William Lawrence Hawkins is the sole member and owner of the Prosight Partners, LLC. Prosight Management provides discretionary investment advisory, sub-advisory and various other services to (i) Prosight Fund, LP and Prosight Plus Fund, LP, both of which are Delaware limited partnerships and private pooled investment vehicles (collectively, the “Fund Clients”), and (ii) separately managed accounts of unaffiliated pooled investment vehicles (the “Managed Account Clients” and collectively with the Fund Clients, the “Clients”). The investment objectives, strategies, terms, conditions and restrictions applicable to (i) the Fund Clients are described in their respective confidential memoranda and governing documents (referred to collectively as the “Offering Documents”) and (ii) the Managed Account Clients are set forth in their respective investment management or sub-advisory agreements between the Managed Account Clients and the Advisor (the “Advisory Agreements”). Prosight Management generally seeks to achieve capital appreciation with respect to Clients primarily through establishing long and short positions in publicly traded securities primarily of healthcare-related issuers. Information about each Fund Client is set forth in its applicable Offering Documents. See Item 8 below. An investment in a Fund Client does not, in and of itself, create an advisory or other relationship between an investor in such Fund Client and Prosight Management. Investors generally are not permitted to impose restrictions or limitations on the management of the Fund Clients. Prosight Management and the Fund Clients have entered into, and may from time to time in the future enter into, side letter agreements and similar arrangements with certain investors in Fund Clients that have the effect of establishing rights and/or otherwise benefitting such investors in a manner that is more favorable in various material respects than the rights and benefits established in favor of the investors generally pursuant to the applicable governing documents. Such rights or benefits in a side letter or similar arrangement include, without limitation, (i) capacity rights, (ii) preferential information, reporting, transparency or special notice rights, (iii) most favored nations’ status, (iv) lower or different management fees and/or performance allocations, (v) preferential withdrawal or liquidity rights and (vi) various other preferential or favorable rights, terms and benefits. A Managed Account Client may impose investment guidelines, limitations and other restrictions or terms on the management of its managed account pursuant to the applicable Advisory Agreement. The Managed Account Clients also have certain portfolio liquidity, concentration and exposure (or other) limits, in addition to being prohibited from trading specified instruments, without the prior written consent of the underlying investment manager of such Managed Account Clients. Interests in the Fund Clients are privately offered only to eligible investors pursuant to exemptions under the Securities Act of 1933, as amended, and the regulations promulgated thereunder. Such Fund Clients are not registered with the SEC as investment companies based on specific exclusions from the definition of investment company under the Investment Company Act of 1940, as amended. As of December 31, 2025, Prosight Management had approximately $1,035,350,000 in regulatory assets under management, all of which were managed on a discretionary basis.

For a further description of these and related items, see Item 7 (Types of Clients), Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) and Item 10 (Other Financial Industry Activities and Affiliations). All discussion regarding the Fund Clients in this Brochure, including but not limited to the investments, the strategies used in managing the Fund Clients, the fees, expenses, and risks associated with an investment in the Fund Clients, and conflicts of interest in connection with the management of the Fund Clients are qualified in their entirety by reference to their respective Offering Documents.

In consideration of our advisory services, Prosight Management generally is entitled to receive management fees and performance-based compensation with respect to the Clients. The fees and expenses applicable to the Fund Clients are set forth in detail in their respective Offering Documents and the fees and expenses applicable to the Managed Account Clients are set forth in their respective Advisory Agreements. However, a summary of Prosight Management’s basic fee schedule is set forth below. The Fund Clients Management Fee. Prosight Management generally charges each of the Fund Clients an asset-based management fee, payable quarterly in advance, equal to 0.375% (1.5% per annum) of the net asset value of the capital account or series of interests of each investor in such Fund Client (including net unrealized appreciation or depreciation of investments and cash, cash equivalents and accrued interest) as of the beginning of such calendar quarter (the “Management Fee”). The Management Fee is calculated and paid in advance but is amortized monthly over the quarter for which such Management Fee is being paid. The Management Fee is prorated with respect to any new or additional capital contribution effective other than as of the first business day of a calendar quarter. In the event of a withdrawal by an investor in the Fund Clients other than as of the last day of a calendar quarter, a pro rata portion of the Management Fee, based upon the actual number of days remaining in such quarter, is repaid by Prosight Management to the respective Fund Client for credit to the investor’s account. The Management Fee is deducted directly from the capital account or series of each investor in the Fund Clients. Performance Allocation. Subject to certain terms, limitations and conditions set forth in the applicable Offering Documents, at the end of each fiscal year (and such other times set forth in the Offering Documents of each Fund Client), Prosight Management generally is entitled to receive a performance-based allocation (“Performance Allocation”) that is equal to a percentage of the net profits allocated to the capital account of each investor in a Fund Client during the applicable period (subject to certain adjustments and the “high water mark” described below). The performance allocation percentage generally is no more than 20% with respect to the capital account of each investor in the Fund Clients. The Performance Allocation is subject to a “high water mark” limitation (or cumulative loss provision). As a result, after the first fiscal year in which a Performance Allocation is earned, the Performance Allocation for subsequent years applies only to the extent that an investor’s pro rata share of net profits measured on a cumulative basis, net of any losses, for all years since admission exceeds the highest level of such cumulative net profits achieved through the close of any prior year since admission. If an investor in a Fund Client makes a withdrawal at a time when its capital account balance is below its historic “high water mark”, the level of the high water mark will be ratably reduced to reflect such withdrawal. The Performance Allocation is calculated and charged to each investor in a Fund Client at the end of each fiscal year and such other dates set forth in the applicable Offering Documents. The Performance Allocation is re-allocated from each capital account of an investor to the capital account of Prosight Management. Each investor in Prosight Fund, LP generally is required to certify that it is, among other things, both an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended) and a “qualified client” (as such term is defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”)). Each investor in Prosight Plus Fund, LP generally is required to certify that it, among other things, is both an “accredited investor” and a “qualified purchaser” (as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “Company Act”)).

Fees with respect to an investor in a Fund Client generally and not negotiable. However, Prosight Management has entered into and may enter into side letters or other similar arrangements with certain investors in the Fund Clients that waive, reduce or calculate differently the Management Fee and/or the Performance Allocation with respect to such investors. Other Fees and Expenses. In addition to the Management Fee and the Performance Allocation, each Fund Client generally is required to bear (and reimburse Prosight Management and its affiliates for) all costs and expenses relating to its activities. A summary of certain costs and expenses that generally are required to be borne by the Fund Clients is set forth below: (a) all costs, expenses, or charges incurred by the Fund Clients, directly or indirectly, in connection with the investment and trading activities of the Fund Clients, including without limitation, brokerage commissions, mark-ups, margin interest, expenses related to short sales, custodial fees, clearing and settlement charges, and other transaction costs to brokers and/or all expenses incurred in developing, evaluating, negotiating, consummating, monitoring, structuring, trading, effecting, settling, holding and/or disposing of investments, including expenses which the general partner reasonably determines to be related to the activities of the Fund Clients or the investment of the Fund Clients’ assets; (b) all costs and expenses associated with the organization of the Fund Clients and the offering of interests in the Fund Clients, including legal and accounting fees, printing costs, travel and out-of-pocket expenses and compliance with any applicable federal and state laws; (c) all operating expenses such as tax preparation fees (including, without limitation, any such fees related to the preparation of tax returns and Schedule K-1s), governmental fees and taxes (or any other governmental charges levied against a Fund), administrator, custodial and prime brokerage fees and expenses, communications with investors and ongoing legal, accounting, auditing (including the cost of the annual audit of the Fund Clients’ financial statements), administration, appraisal, bookkeeping, consulting and other professional fees and expenses, including for litigation and preparation of financial statements and reports; (d) the cost of any outside appraisers, accountants, attorneys or other experts engaged by Prosight Management on behalf of the Fund Clients as well as other expenses directly related to the Fund Clients’ investment program (including, without limitation, travel and transportationrelated costs and expenses (which may include the cost of economy, first or business class commercial airfare, the cost of private chartered aircraft or other private air travel, the cost of rail service (including first class or business class tickets) or livery service), meals, lodging, international data and roaming, entertainment and incidentals); (e) all fees and other expenses incurred in connection with the investigation, prosecution or defense of any claims by or against the Fund Clients, (f) interest on, and fees and expenses arising out of, all borrowings; (g) costs and expenses of holding any meetings of the limited partners of the Fund Clients, if any; (h) the costs of any litigation and indemnification relating to the affairs of the Fund Clients; (i) expenses related to obtaining systems, third party research, publications, data and data services, including real time pricing and market information (such as FactSet, Bloomberg and

Reuters services) and historical pricing, and other information utilized for portfolio management purposes and that facilitate valuations and accounting, including the costs of statistics and pricing services, service contracts for quotation equipment and related hardware and software; (j) the costs of any liability insurance obtained on behalf of the Fund Clients or Prosight Management, as general partner of the Fund Clients, (k) costs of compliance with applicable laws and regulations of governmental and self-regulatory bodies, including costs of counsel and other costs incurred by Prosight Management and its affiliates in obtaining advice relating to the Fund Clients’ legal affairs and in complying with laws and regulations that apply to any such entities as a result of the services provided to the Fund; (l) all expenses and costs incurred in connection with any regulatory or legal filings (or registrations) required to be made with respect to the Fund Clients, such as Form PF, but excluding expenses related to preparation of the Advisor’s Form ADV; (m) expenses attributable to compliance with the Advisor’s directive and compliance with antimoney laundering laws and know-your-customer requirements; (n) expenses associated with forming and maintaining the legal existence of the Fund Clients, including directors’ fees, administrators’ fees, occupancy costs and other operating costs of entities that maintain their own offices in certain jurisdictions; and (o) all other reasonable expenses related to the management and operation of the Fund Clients and/or the purchase, sale or disposition of interests, including in the case of any expenses directly related to the Fund Clients and one or more of its related Clients’ investments, any portion of any such joint expenses that the Advisor determines are properly and ratably allocable to the Fund Clients. The Fund Clients generally are responsible for and pays all applicable brokerage and custodial expenses and fees. See Item 12 below. The fees and expenses listed above are not comprehensive and are qualified in their entirety by reference to the applicable Offering Documents. Each of the Fund Clients has entered into an administration agreement with a third-party administrator, which is paid customary fees by such Fund Client based on the net asset value thereof. The Advisor bears all of its own overhead expenses including, without limitation, salaries and wages, utility costs, office space, facilities, supplies and other similar expenses. Managed Account Clients Management Fee. Prosight Management generally receives an advisory fee (payable on a periodic basis either in advance or in arrears) equal to a percentage of the net asset value of each Managed Account Client. The advisory fees with respect to each Managed Account Client has been negotiated separately with such Managed Account Client based upon a variety of factors (including the type of the account, etc.). Advisory fees for partial periods generally are prorated, as appropriate, based upon the number of days elapsed during such period. Generally, advisory fees with respect to Managed Account Clients are paid to Prosight Management no later than 30 days from each calendar quarter beginning or end.

Performance Fee. Subject to certain terms and conditions set forth in the Advisory Agreement, Prosight Management generally receives an annual performance-based or incentive fee equal to a percentage of the net realized and unrealized appreciation in net asset value of each Managed Account Client. The performance fee is calculated after payment and accrual of all fees and expenses for the applicable period, other than the performance fee. Generally, performance fees are payable within a certain period of time after the end of each performance period (e.g., within 15 days after receipt of an invoice by the applicable Managed Account Client). Other Fees and Expenses. In addition to advisory fees and/or performance-based fees, the Managed Account Clients generally bear (and reimburses Prosight Management or its affiliates, if applicable, for) all costs and expenses relating to or associated with the Managed Account Clients’ investment activities, including, but not limited to, all costs and expenses relating to portfolio investments or prospective investments for the Managed Account Clients, withholding taxes, interest expenses, brokerage commissions and other transaction costs (including, but not limited to, any soft dollar expenses or other items within the safe harbor afforded by Section 28(e)), proxy voting expenses, custody fees and administration fees. Generally, for the Managed Account Clients, Prosight Management bears all of its standard operating expenses arising out of the performance of its duties, including all of its general overhead, travel, salary and office expense (which include the rent of the offices which Prosight Management occupies, maintenance of its book and records, and its fixed expenses, telephones and general purpose office equipment), unless otherwise agreed to in writing. Compensation for the Sale of Securities or Other Investment Products Neither Prosight Management nor any of its supervised persons accept compensation for the sale of securities or other investment products.

The Advisor utilizes a variety of methods and strategies to make investment decisions and recommendations with an objective to generate attractive risk adjusted returns in all market conditions by dynamically managing a portfolio of investments Analysis is predominantly based on fundamental research of investments primarily in healthcare related businesses. Analysis may be augmented by cyclical analysis and other quantitative/qualitative tools. The Advisor’s investment strategy focuses on a company’s intrinsic value and ability to increase shareholder value over time as well as the company’s ability to maintain a margin of safety during fluctuating market and business conditions. To achieve its investment objective, the Clients generally acquire long positions in companies that the Advisor believes will increase in value over time and short positions in companies the Advisor believes will decrease over time. The underlying thesis for a position or idea is generally supported by at least one of many investment strategies that the Clients employ. These strategies include: Fundamental Value. The Advisor engages in a fundamental value investment strategy wherein Prosight Management attempts to invest in asset-oriented securities it believes are undervalued by the market. Buy and hold: The Advisor engages in a buy and hold strategy where it purchases securities and holds them for a relatively longer period of time regardless of short-term market factors or volatility. Short Term Trading: The Advisor engages in short term trading strategies wherein the Advisor buys securities and holds them for a relatively short period of time, taking advantage of temporary price anomalies, short term events and disconnects between the Advisor’s opinion of the underlying value and market value. Hedging: The Advisor may utilize a variety of financial instruments such as option contracts for risk management. There can be no assurance that such hedging strategies will be implemented, or if implemented, will be effective. Short Selling: The Advisor engages in short selling strategies. In a short sell transaction, the seller sells securities that are not owned by the seller, generally when the seller anticipates a decline in the price of the securities or for hedging purposes. Options Trading: The Advisor engages in options trading as an extension of the above-mentioned strategies. Options are investments whose ultimate value is determined from the value of the underlying investment. When Prosight Management engages in option trading, it is generally by writing puts or writing covered calls, but may also buy options. The investment strategies summarized above are not intended to be comprehensive and are qualified in their entirety by the information set forth in the applicable Offering Documents and/or the Advisory Agreements. General Risks There can be no assurance that Clients will achieve their investment objectives or that investments will be profitable. The Advisor’s investment strategies involve a substantial degree of risk, including risk of complete loss. Nothing in this Brochure is intended to imply, and no one is or will be authorized to represent, that the investment strategies are low risk or risk free. The Advisor’s investment strategies are appropriate only for sophisticated persons who fully understand and are capable of bearing the risks of investment. Prospective investors or clients are encouraged to consider the following risks, among others,

before making any investment decisions. The various risks outlined below are not the only risks associated with The Advisor’s investment strategies and processes and may not necessarily apply to each Client. Clients and investors are urged to consult with their own independent financial, legal and tax advisors before making any investment decisions. With respect to the Fund Clients, the following risks are qualified in their entirety by the risks set forth in the applicable Offering Documents. For Managed Account clients, the following risks are qualified in their entirety by the risks set forth in their respective Advisory Agreements. General Economic Conditions, Market Conditions and Force Majeure Events. The success of the investment advisory services provided to the Clients is affected by general economic and market conditions, such as changes in interest rates, availability of credit and debt-related issues, inflation rates, economic uncertainty, market volatility, changes in laws (including laws relating to taxation of the Clients investments), trade barriers, unemployment rates, release of economic data, currency exchange controls and national and international political circumstances, the European debt crisis or the U.S. budget or debtceiling negotiations, as well as changes in government policy precipitated by the foregoing. Certain Clients may be adversely affected by the law changes, political circumstances and economic circumstances of the foreign jurisdictions in which they are incorporated. Additionally, force majeure events (i.e. events beyond the control of the party claiming the event occurred including without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design or construction, accidents, demographic changes, government macroeconomic policies, social instability) could have a broader negative impact on the world economy and international business activity. Force majeure events may adversely affect the ability of any such parties to perform their obligations until they are able to remedy the force majeure event or are too costly to cure and may have a permanent adverse effect on Client investments. The Advisor may not be able to predict the extent, severity or duration of the effect of changes in market conditions, economic conditions or force majeure events or quantify the impact that these may have on its Clients or their investments. These factors may affect the level and volatility of securities prices and the liquidity of the Clients’ investments. Volatility and/or illiquidity could impair the Clients’ profitability or result in losses. The Clients could incur material losses even if the Advisor reacts quickly to difficult market conditions, economic conditions or force majeure events. There can be no assurance that the Clients will not suffer material losses and other adverse effects from future broad and rapid changes in economic conditions, market conditions and from force majeure events in the future. Investors should realize that markets for the financial instruments in which the Advisor seeks to invest can correlate strongly with each other at times or in ways that are difficult for the Advisor to predict. Even a well-analyzed approach may not protect the Clients from significant losses caused by changes in market conditions, economic conditions or force majeure events. Disruption in the Financial Services Industry. Our ability to make investments, secure funding and engage in other transactions could be adversely affected by the actions and stability of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty and other relationships. As a result, defaults by, or even rumors or questions about, one of more financial service institutions, or the industry generally, have historically led to market-wide liquidity problems. Losses of depositor, creditor and counterparty confidence could lead to losses or defaults by the Clients or other institutions. The Federal Reserve has created the Bank Term Funding Program to ensure banks have the ability to meet the needs of their depositors. There is no guarantee that the Department of Treasury, FDIC and the Federal Reserve will provide access to uninsured funds in the future in the event of the closure of other financial institutions (or do so in a timely fashion) and it is uncertain whether these steps by the government will be sufficient to calm the financial markets, reduce the risk of significant depositor withdrawals at other institutions and thereby reduce the risk of additional bank failures.

Geopolitical Risks. An unstable geopolitical climate and continued threats of terrorism could have a material effect on general economic conditions, market conditions and market liquidity. Geopolitical tensions has led to disruption, instability and volatility in global markets and industries that could negatively impact the Clients and/or their investments. The U.S. and other governments have, in the past, imposed sanctions and export controls against bad actors that could have an impact on financial markets. The Clients’ investments will be required to comply with such measures and the full impact of such measures (including supply chain disruptions), as well as potential responses to them, may be unknown and could become significant. The continued threat of terrorism and the impact of military or other action have led to and will likely lead to increased volatility in prices for oil and gasoline and could affect certain investments financial results. Further, the United States government has issued public warnings indicating that energy assets might be specific targets of terrorist organizations. As a result of such a terrorist attack or of terrorist activities in general, such investments may not be able to obtain insurance coverage and other endorsements at commercially reasonable prices or at all. Additionally, a serious pandemic or a natural disaster could severely disrupt the global, national and/or regional economies. A resulting negative impact on economic fundamentals and consumer confidence may increase the risk of default with respect to particular investments of our clients, negatively impact market value, increase market volatility and cause credit spreads to widen and reduce liquidity, all of which could have an adverse effect on our clients’ returns and ability to make new investments. No assurance can be given as to the effect of these events on the value of or markets for investments. Public Health Risk. The Clients and their affiliates and service providers could be adversely affected by the effects of a widespread outbreak of contagious disease. Public health crises can develop rapidly and unpredictably, which may prevent governments, asset managers, companies or others (including us, the Clients or the Clients’ investments) from taking timely or effective steps to mitigate or reduce any adverse impacts to the Clients and their investments. The extent and duration of any such impacts will depend on future developments, which are highly uncertain and cannot be predicted. Any outbreak of contagious diseases and other adverse public health developments, together with any resulting disruptions or restrictions on travel, quarantines or “stay‐at‐home” orders, social distancing policies and/or quarantines imposed or recommended by governments and private parties in the jurisdictions where the Clients or their investments are based (together, the “Isolation Measures”), could have a material and adverse effect on the Clients and their investments, including by disrupting or otherwise adversely affecting the human capital, business operations or financial resources of the Clients, their investments, or their respective service providers (which could, in turn, adversely impact the ability of such service providers to fully support the administration and operations of the Clients or their investments). In addition, a significant outbreak of contagious diseases in the human population, and any containment or other remedial measures imposed (including Isolation Measures), may result in a widespread health crisis that could severely disrupt global, national and/or regional economies and financial markets and cause an economic downturn that could adversely affect the performance of the Clients and/or their investments. The long‐term economic fallout of pandemics is difficult to predict and can lead to market volatility and economic slowdowns given disruptions to supply chains across sectors and industries worldwide, which may reduce investment activity more generally and materially and adversely affect the Clients and/or their investments. To the extent an epidemic or pandemic is present in jurisdictions in which we have offices or other operations or investments, it could affect the ability of us and our affiliates to operate effectively, including the ability of personnel to function, communicate and travel to the extent necessary to carry out the investment strategies and objectives of the Clients. The performance of the Clients may also be affected by particular issues affecting companies, regions or sectors of their investments. The extent of any such impacts will depend on future developments, which are highly uncertain and cannot be predicted at this time. Given the levels of uncertainty, economic and financial market disruptions and volatility in connection with the outbreak, it is possible recent valuations and/or current or prior performance of prior Clients and their investments could be adversely impacted for current and future periods (at least in the short term).

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As discussed in Item 4 (Advisory Business), Prosight Management provides investment advisory, management, sub-advisory and other services to the Fund Clients, which are affiliated pooled investment vehicles, and Managed Account Clients of unaffiliated pooled investment vehicles. Prosight Management may in the future provide investment advice and other services to other clients or types of clients. The minimum initial capital contribution required for an investor in the Fund Clients is set forth in the applicable Offering Documents. To invest in the Fund Clients, each investor generally is required to certify that it is, among other things, an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), and either a “qualified client” (as such term is defined in Rule 205-3 under the Advisers Act), or a “qualified purchaser” (as such term is defined in Section 2(a)(51)(A) of the Company Act). Each prospective investor generally is required to complete and return various subscription documents to the Fund Clients, which are designed to provide the Fund Clients, Prosight Management and their affiliates and agents with important information about the investor. Subscriptions may be accepted or rejected, in whole or in part, in the sole discretion of Prosight Management. The Managed Account Clients are required to enter into the Advisory Agreements that, among other things, set forth the nature and scope of the investment advisory authority of Prosight Management and the investment objectives, guidelines and restrictions applicable to the management of the Managed Account Clients. Prosight Management does not have a minimum account size for Managed Account Clients. For a further discussion of these and related items, see Item 4 (Advisory Business) and Item 10 (Other Financial Industry Activities and Affiliations).

As detailed previously in Item 5 (Fees and Compensation), Prosight Management generally is entitled to receive performance-based compensation with respect to each of the Clients. In addition, certain of the Advisor’s investment personnel are compensated on a basis that includes a performance-based component and therefore face these same potential conflicts. Performance-based fee arrangements create an incentive for Prosight Management to recommend investments which may be riskier or more speculative than if only asset-based management fees were charged. In addition, because performance-based compensation generally is calculated on a basis that includes both realized and unrealized appreciation in portfolios based upon values assigned by Prosight Management, Prosight Management faces a conflict of interest in valuing those portfolios. Prosight Management attempts to address these conflicts through their investment allocation policy and full and fair disclosure in the applicable account and/or Offering Documents and/or this Brochure. Certain Clients’ accounts may have higher asset-based fees or more favorable performance-based compensation arrangements with us than other accounts. Because the Advisor and its investment personnel manage more than one Client account, a potential conflict exists for one of the Clients to be favored over another and to provide preferential treatment in terms of time, resources, and investment opportunities to the Clients that pay the Advisor (and indirectly the portfolio manager) a higher fee. Prosight Management is focused on monitoring the allocation of investment opportunities in such situations and endeavors to resolve in good faith any material conflict with respect to the allocation of investment opportunities. Prosight Management has adopted and implemented policies and procedures intended to address these types of conflicts of interest and in an attempt to ensure that all the Clients are treated in a fair and equitable manner with respect to the allocation of investment opportunities. The general policy of Prosight Management is to allocate investment opportunities to and among all of the Clients in a fair and equitable manner under the circumstances and, in general, each Client participates in each investment opportunity (subject to the terms set forth in the applicable Offering Documents and/or Advisory Agreement). As between the Clients, Prosight Management expects to allocate investment opportunities between the Clients pro rata (assuming Prosight Plus Fund, LP’s and certain Managed Account Clients’ portion of such position will be 1.5x the portion held by Prosight Fund, LP and certain Managed Account Clients). Under certain circumstances, Prosight Management has discretion to utilize alternative allocation procedures, provided that all participating Clients are treated fairly and equitably. In addition, the performance of the Clients’ accounts are regularly monitored for discrepancies. See Item 12.

A. Prosight Management is not registered, and does not have an application pending to register, as a broker-dealer or registered representative of a broker-dealer. Currently, no employees of Prosight Management are registered representatives of a broker-dealer. B. Neither Prosight Management nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading adviser, or an associated person of the foregoing entities. C. Other than as set forth below, Prosight Management has no relationships or arrangements with any related person listed in the instructions to Item 10.C. or any other person that are material to its advisory business or to its Clients. In connection with the initial launch of Prosight Plus Fund, LP, we and certain of our affiliates entered into a side letter agreement with a strategic investor. Pursuant to that letter agreement, among other things, (i) the strategic investor made a significant investment in Prosight Plus Fund, LP, (ii) the strategic investor has certain ongoing non-investment consent and notification rights concerning the operations of the Fund Clients, (iii) the strategic investor has access to certain information and documents with respect to the Fund Clients and us that generally are not made available to other investors, and (iv) the strategic investor has certain other preferential economic and non-economic rights with respect to Prosight Plus Fund, LP. We generally must obtain the prior written consent of the strategic investor before taking certain actions with respect to Prosight Plus Fund, LP, as set forth in the side letter between us and the strategic investor. The strategic investor also has “most favored nations” rights with respect to the Clients. The strategic investor currently holds a significant percentage of the limited partnership interests in Prosight Plus Fund, LP. Notwithstanding the foregoing, the strategic investor is not responsible for and does not have any authority over the management and operation of the Fund Clients, does not participate in our management, and does not have any authority over any aspect of the trading, investment or other activities of the Clients. The strategic investor is not a sponsor or promoter of the Fund Clients, does not owe any fiduciary duties or other special duties or obligations to the Fund Clients or any of the other investors and may have interests that conflict with the Fund Clients and the other investors. The strategic investor will not be liable to other investors for exercising or not exercising any rights that they may have with respect to the Fund Clients. For more information regarding the arrangement with the strategic investor, please see the Offering Documents of Prosight Plus Fund, LP. D. Prosight Management does not recommend or select other investment advisers for its Clients.

Under the Advisers Act, an investment adviser owes a fiduciary duty to its clients. As a fiduciary, Prosight Management has an affirmative duty to (i) act solely in the best interests of its Clients and (ii) make a full and fair disclosure of all material facts, particularly where Prosight Management’s interests may conflict with those of its Clients. Prosight Management has adopted and implemented a Code of Ethics in an effort to maintain a policy of compliance with high standards of ethical business conduct and the provisions of applicable laws. Our Code of Ethics is designed to, among other things, educate supervised persons about Prosight Management’s philosophy regarding ethics and professionalism, emphasize Prosight Management’s fiduciary duties to its Clients, encourage supervised persons to comply with applicable laws, prevent the misuse of material non-public information, the circulation of rumors and other forms of market abuse and address material conflicts of interest that arise from personal trading by access persons. Subject to the terms of the Code of Ethics, Prosight Management generally imposes restrictions on supervised persons relating to the purchase or sale of securities for their own personal accounts and the personal accounts of certain affiliated or related persons. Pursuant to the Code of Ethics, supervised persons generally (i) are permitted to trade in “exempt securities,” which includes (among others) money-market funds, open-end mutual funds, exchange traded funds, bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, unit investment trusts, brokerage certificated of deposit, treasury securities, transactions through an established Automatic Investment Plan, and other accounts managed by third-party advisers, without receiving pre-clearance from the Chief Compliance Officer or portfolio manager, (ii) must obtain the pre-approval of the Chief Compliance Officer and portfolio manager prior to executing any transaction in any “reportable brokerage account” (which includes any personal securities account over which a supervised person has control or discretionary trading authority) by submitting a pre-clearance form, (iii) are prohibited from trading in any security or issuer that is currently on Prosight Management’s “Restricted List”, and (iv) are required to report their personal securities holdings and transactions via initial and annual holdings reports and quarterly transaction reports. The Code of Ethics also contains policies and procedures designed to prevent supervised persons from misusing material non-public information (or trading the same security ahead of or behind a Client) and to address certain actual and potential conflicts of interest that may arise when supervised persons engage in outside business activities or accept, provide, offer or give gifts or entertainment events. We will furnish a copy of the Code of Ethics to Clients or prospective clients upon request. Neither Prosight Management nor any of its related persons recommends to Clients, or buys or sells for Clients’ accounts, securities in which Prosight Management or any of its related persons has a material financial interest. Prosight Management may cause its Clients to enter into transactions or arrangements involving actual or potential conflicts of interest. Prosight Management will review any such transactions or arrangements and take such actions as it deems to be necessary or appropriate under the circumstances (including, without limitation, obtaining Client consent with respect to such transactions or arrangement, the consent of a majority in interest of investors in a Fund Client, the consent of an independent third party or the consent of an advisory committee with respect to a Fund Client). Prosight Management and the Fund Clients have engaged in, and may from time to time in the future engage in, cross trades with other Fund Clients for purposes of portfolio rebalancing or for other reasons.

For a further discussion of these and related items, see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), Item 10 (other Financial Industry Activities and Affiliations) and Item 12 (Brokerage Practices).

General In placing portfolio transactions, we seek to obtain the best execution under the circumstances for the Clients by taking into account various factors, including without limitation: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected, taking into account the size of order and difficulty of execution; the financial strength, integrity and stability of the broker; the firm’s risk in positioning a block of securities; the quality, comprehensiveness and frequency of available research services considered to be of value; and the competitiveness of commission rates in comparison with other brokers satisfying our other selection criteria. Accordingly, if we determine 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, Clients may pay commissions to such broker in an amount greater than the amount another broker might charge. Our application and the importance of the specific criteria vary depending upon the nature of the transaction, the asset class, the market in which it is affected, and the extent to which it is possible to select from among multiple brokers or dealers capable of effecting the transaction. We allocate order flow in accordance with the trading protocol set forth in our policies and procedures. We have adopted policies and procedures that we believe are reasonably designed to ensure that Clients achieve best net execution and that brokers utilized have been selected based on the Clients best interests. Soft Dollars Prosight Management or its affiliates may receive from the Clients broker-dealer’s products and services in addition to brokerage services, including “soft dollars” arrangements. The term “soft dollars” refers to arrangements under which products or services other than execution of securities transactions are obtained by an adviser from or through a broker-dealer in exchange for the direction by the adviser of client brokerage transactions to the broker-dealer. Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides a safe harbor to investment advisers who use soft dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the investment adviser in the performance of investment decisionmaking responsibilities. We have entered into, and may in the future enter into from time-to-time in our sole discretion, soft dollar arrangements with broker-dealers executing portfolio transactions for the Clients. Consistent with seeking best price and execution, we may place brokerage orders with brokers that may provide us and our affiliates with supplemental research, market and statistical information (“soft dollar items”), including advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities, and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. The Management Fee is not reduced as a result of the receipt of this supplemental information, which may be useful to us or our affiliates in providing services to clients other than the Clients and, likewise, research services provided by broker-dealers used for transactions of other accounts may be utilized by us in performing our services for the Clients. Notwithstanding the foregoing, in the event we elect to use soft dollars, we may use soft dollars only for payment of (i) soft dollar items within the safe harbor afforded by Section 28(e), or (ii) Fund Client expenses. We are authorized to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities to brokerage firms that provide us with such soft dollar items or to pay higher commissions

to such firms if we determine such prices or commissions are reasonable in relation to the overall services provided. Since commission rates in the United States are negotiable, selecting brokers on the basis of considerations that are not limited to applicable commission rates may at times result in higher transaction costs than would otherwise be obtainable. The use of brokerage commissions to obtain soft dollar items for us creates a conflict of interest between the Advisor and the Clients, because the Clients pay for such soft dollar items that are not exclusively for the benefit of such Clients. In certain cases, our use of soft dollars may tend to increase our profitability (where we are able to acquire them without expending our own resources) and may influence us to select one broker rather than another to perform services for the Clients. From time to time, the Advisor may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to Clients or that recommend the Advisor or the Fund Clients. The Advisor may place portfolio transactions for Clients with firms who have made such recommendations or provided capital introduction opportunities, so long as the Advisor believes that it is otherwise consistent with seeking best execution. In no event will the Advisor select a broker-dealer as a means of remuneration or compensation for recommending the Advisor or any clients managed by the Advisor (or an affiliate) or affording the Advisor with the opportunity to participate in capital introduction programs. Aggregation of Transactions Prosight Management often purchases or sells the same security for many Clients contemporaneously and using the same executing broker. Such aggregation generally enables the Advisor to obtain for Clients a more favorable price or a better commission rate based upon the volume of a particular transaction. However, in cases where the Client has negotiated the commission rate directly with the broker, the Advisor is not able to obtain more favorable commission rates based on an aggregated trade. In such cases, the Client will be precluded from receiving the benefit of any possible commission discounts that might otherwise be available as a result of the aggregated trade. In cases where trading or investment restrictions are placed on a Clients’ account, the Advisor may be precluded from aggregating that Clients’ transaction with others. In such a case, the Client may pay a higher commission rate and/or receive less favorable prices than Clients who are able to participate in an aggregated order. When an aggregated order is completely filled, the Advisor generally allocates the securities purchased or sale order. Adjustments or changes may be made under certain circumstances, such as to avoid odd lots or excessively small allocations. If the order at a particular broker is filled at several different prices, through multiple trades, generally all such participating accounts will receive the average price and pay the average commission, subject to odd lots, rounding and market practice. If an aggregated order is only partially filled, the Advisor’s procedures provide that the securities or proceeds are to be allocated in a manner deemed fair and equitable to the participating Clients. Depending on the investment strategy pursed and the type of security, this may result in a pro rata allocation to all participating Clients. Allocation of Investment Opportunities Prosight Management’s general policy is to allocate investment opportunities among applicable Clients in a fair and equitable manner under the circumstances based upon various factors deemed relevant by Prosight Management including, without limitation, the investment objectives, guidelines and restrictions applicable to the Client, Client risk profiles, financial condition and tax status. In general, investment opportunities are allocated to and among all of the Clients in a manner determined by Prosight Management to be fair and equitable and each Client generally participates to a certain extent in each investment opportunity (subject to the terms set forth in the applicable Offering Documents and/or Advisory Agreement). See Item 6.

We seek to detect and correct trading errors. Should a trading error occur and be detected before the trade has been settled in the Client account, we will reverse the trade or reallocate, as necessary or appropriate. In any event, the Client will be made whole (put in a position as if the error had not been made), with us absorbing any loss, in situations where our conduct does not meet the standard for exculpation set forth in the applicable account or governing documents for the relevant Client, and not in other cases.

Except as previously discussed in Item 12, no non-clients provide us with an economic benefit, including sales awards or prizes, for providing investment advice or other advisory services to Clients. The Advisor may enter into agreements or arrangements with placement agents or solicitors who refer potential investors in the Fund Clients to the Advisor. For their referral services, these persons may receive compensation from the Advisor in the form of a percentage of the Management Fee and/or Performance Allocation that the Advisor and its affiliates receive from the Fund Clients with respect to the referred investors. Investors do not bear any such fees and will not be charged any higher or additional fees as a result of such arrangements. For a discussion of these and related items, see Item 10 (Other Financial Industry Activities and Affiliations) and Item 12 (Brokerage Practices).

There are no legal or disciplinary events related to Prosight Management or any of its employees that are material to the Clients or prospective client’s evaluation of our advisory business or the integrity of Prosight Management.

The Advisor generally monitors all Client accounts on a daily basis. The Advisor performs various levels of review, including, without limitation, considering short and long-term rates of return, investment diversification and risk allocations. The Advisor may conduct more frequent or additional reviews in various instances such as important market, economic or global events or circumstances. Each Client account generally is monitored by the portfolio manager. Fund Clients With respect to accounting matters, KPMG LLP has been engaged to conduct annual audits of the financial statements of the Fund Clients. Investors in the Fund Clients receive audited annual reports and unaudited monthly reports on the performance of the Fund Clients. In addition, investors in the Fund Clients receive monthly individual account statements from our third-party administrator, as well as quarterly letters generally discussing Fund Client performance and events during the prior quarter. We may provide certain information and documentation to certain investors that are not distributed or otherwise made available to other investors. Such investors may make investment or withdrawal decisions based upon such information. All reports provided to investors in the Fund Clients are written. Managed Account Clients Prosight Management generally provides or causes one or more of its agents to provide each Managed Account Client with various monthly, quarterly and other periodic reports and statements pursuant to the terms set forth in the applicable Advisory Agreement. Among other things, Prosight Management provides or may provide a Managed Account Client with monthly performance estimates, monthly transparency reports, portfolio transparency information and account statements. With respect to certain Managed Account Clients, Prosight Management uses reasonable efforts to (i) report all transactions relating to their portfolios to the applicable custodians within time periods and in formats reasonably requested by such custodians, (ii) provide third-party administrators with respect to such portfolios with such information as may be reasonably requested thereby (including to perform valuations of the portfolios), and (iii) reconcile Prosight Management’s records relating to the portfolios with account statements provided by the applicable custodians. Administrators and custodians with respect to Managed Account Clients provide various other reports and statements pursuant to arrangements between such custodians and clients. In general, we are not responsible for valuing any assets held in managed accounts. Clients are urged to compare any reports that they receive from us or our agents with the statements or reports provided by their custodians.

Fund Clients Prosight Management is deemed to have custody of the Fund Clients’ cash and securities for purposes of Rule 206(4)-2 under the Advisers Act. To the extent required by Rule 206(4)-2 under the Advisers Act, the Fund Clients’ cash and securities are held with one or more qualified custodians selected by us from time to time. The current qualified custodians that hold cash and securities for each of the Fund Clients are disclosed in Section 7.B(1) of Schedule D of Form ADV Part 1A. An independent public accountant has been engaged to conduct annual audits of the Fund Clients, and annual audited financial statements (prepared in accordance with U.S. generally accepted accounting principles) are generally distributed to limited partners in the Fund Clients within 120 days after the end of each fiscal year. Qualified custodians do not provide statements directly to investors in the Fund Clients. Managed Account Clients Prosight Management does not have custody over the Managed Account Clients’ cash or securities. All cash and securities owned by Managed Account Clients are held by one or more qualified custodians that are appointed and engages by such Clients pursuant to separate custody or other arrangements. Managed Account Clients receive account statements and reports directly from their applicable qualified custodians and should carefully review those statements and reports. We urge Managed Account Clients to compare the account statements and reports they receive from their custodians with any statements or reports they receive from us. Securities Held at Issuer/Transfer Agent In connection with certain private placements or other financings, the securities acquired in connection therewith may initially be held at or with the issuer or the issuer’s transfer agent while such securities are restricted. In such cases, there may be a delay between the time such securities are delivered from the issuer or the issuer’s transfer agent and the time such securities are delivered to, or posted in, the applicable Client’s account at a qualified custodian. These types of securities are typically restricted or no market exists for them. Once these restrictions are removed or the securities otherwise become freely tradeable, such securities generally will be transferred and delivered to a qualified custodian of the applicable Client.

Discretionary Authority We generally have discretionary power and authority over the types of financial instruments to be bought or sold, as well as the amount to be bought or sold on behalf of each Client in accordance with the applicable governing, offering and/or account documents. In addition, we generally have authority to determine the broker-dealer or other counterparty to be used for Client transactions and the negotiation of commission rates and other consideration to be paid by the Clients (except as otherwise provided in the applicable Advisory Agreement). Limited Power of Attorney Each applicable investor in the Fund Clients grants Prosight Management, as general partner of the Fund Clients, a limited power of attorney to enable Prosight Management to execute the governing documents and take various other actions on its behalf (including to operate the Fund Client). Prosight Management also has the authority to conduct authorized trading on behalf of all Clients pursuant to a limited power of attorney included in the applicable account and governing documents. For a further discussion of these and related items, see Item 4 (Advisory Business).

We vote proxies on behalf of the Clients. Such proxies are voted in accordance with the procedures set forth in our proxy voting policy and in a manner that seeks to serve the best interests of each Client (as determined in our discretion). Generally, we consider each proxy issue on a case-by-case basis; however, our proxy voting policy contains specific guidelines addressing how to vote proxies with regard to routine matters (which generally means that such matter will not measurably change the structure, management, control or operation of the company and are consistent with customary industry standards and practices, as well as the laws of the state of incorporation applicable to the company). Depending on the applicable circumstances, we may vote one Clients’ securities differently than we vote those of another Client, or may vote differently on various proposals, even though the securities or proposals are similar (or identical). In some instances, we may determine that it is in the Clients’ best interest for us to “abstain” from voting or not to vote at all and will do so accordingly. At times, conflicts may arise between the interest of a Client, on the one hand, and the interest of either another Client, us or their respective affiliates on the other hand in consideration of a proxy vote. For example, a vote could arise in relation to a single company that (i) has issued stock to a Client with a buyout investment mandate, and (ii) has issued bonds or other debt instruments that are owned, in part, by a Client that is permitted to invest in debt instruments. To address such potential conflicts, we follow the procedures outlined in our proxy voting policy. Our proxy voting policy requires that in all situations involving a potential conflict between two Clients, the vote will be made without regard to our actual or anticipated compensation. We or a Client may utilize a thirdparty service provider to assist us with the processing of proxy votes. Proxy voting records, identifying how proxies were voted where we have been delegated proxy voting authority, and our proxy voting policy, are available upon written request to Prosight Management, L.P., 5956 Sherry Lane, Suite 1365, Dallas, Texas 75225 Attn: Chief Compliance Officer.

A. Prosight Management does not require or solicit prepayment of more than $1,200, six months or more in advance. B. Prosight Management does not believe it has any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to the Clients. C. Prosight Management has not been the subject of a bankruptcy petition at any time during the past ten years.

General Information – Privacy Policy Prosight Management has adopted policies and procedures reasonably designed to protect various records and information of the Clients and investors. Except as set forth in the applicable offering materials or account documents and as otherwise authorized by a Client and/or investor, private information about the Clients and investors generally is disclosed only as permitted by applicable law to our affiliates and service providers, including our accountants, attorneys, brokers, custodians, transfer agents and any other parties whose services are necessary or convenient to the operation of the Fund Clients or the Managed Account Clients.