QVT Financial LP

A. General Description of Advisory Firm. QVT Financial LP (the “Adviser”), a Delaware limited partnership with offices in New York, was formed on June 18, 2003. The principal owners are QVT Financial GP LLC, Daniel Gold, Nicholas Brumm, Arthur Chu and Tracy Fu (Messrs. Gold, Brumm, Chu and Fu together, the “Managing Members”). The Adviser and its affiliates (the “Affiliates”) (the Adviser and its Affiliates are sometimes collectively referred to as the “Advisers”) provide administrative and/or investment management services to U.S. limited partnerships, non-U.S. limited partnerships and non-U.S. corporations (collectively, the “Private Funds”) based on their respective investment objectives. Certain Advisers serve as the general partner to those Private Funds that are formed as U.S. limited partnerships or non-U.S. limited partnerships. Persons reviewing this Form ADV Part 2A should not construe this as an offering of any of the Private Funds described herein, which will only be made pursuant to the delivery of a private placement memorandum to prospective investors. As of the date hereof, the Advisers provide administrative and/or investment management services to the following Private Funds:

QVT Family Office Offshore LP, a Cayman Islands exempted limited partnership (“QVT FO Offshore”),

QVT Family Office Offshore II LP, a Cayman Islands exempted limited partnership (“QVT FO Offshore II”),

QVT Family Office Onshore LP (formerly known as QVT V Onshore LP), a Delaware limited partnership (“QVT FO Onshore”),

QVT Family Office Fund LP (formerly known as QVT Fund V LP), a Cayman Islands exempted limited partnership (“QVT FO” and together with QVT FO Offshore, QVT FO Offshore II and QVT FO Onshore, the “Family Office Funds”),

Fourth Avenue FF Opportunities LP (multiple series), a Delaware series limited partnership (the “Fourth Avenue Funds”).

The Private Funds may be referred to as “Clients.” B. Description of Advisory Services. Please see Item 8.

C. Availability of Customized Services for Individual Clients. The Advisers’ investment decisions and advice with respect to each Private Fund are subject to each Private Fund’s investment objectives and guidelines, as set forth in its offering documents or organizational documents. D. Wrap Fee Programs. The Adviser does not participate in wrap fee programs. E. Assets Under Management. The Adviser manages approximately $1,671,197,348, which is the aggregate net asset value of the Private Funds as of December 31, 2025, on a discretionary basis. As of March 31, 2026, the Adviser does not manage any assets on a non-discretionary basis.

A. Advisory Services and Fees. Management Fees With respect to the Family Office Funds, investors are charged a monthly management fee, in arrears, based on the net asset value of the assets under management, typically at a rate of 1.75% per annum. With respect to the Fourth Avenue Funds, investors are not charged any management fee, unless specifically agreed. Incentive Allocation/Incentive Fees/Carried Interest Further, Clients structured as hedge funds also may be charged an annual incentive allocation/fee depending upon the investment mandate. Investors in the Private Funds (“Fund Investors”) that are withdrawing or redeeming other than at a fiscal year end will bear any incentive allocation/fee accrued at a date earlier than the year-end (i.e., through such withdrawal or redemption date). The incentive allocation for the Family Office Funds is (i) 17.5% for the master fund or intermediate fund, as the case may be; and (ii) 15% for side pockets, determined only on the basis of realized or partially realized side pocket investments. The respective offering documents and/or organizational documents will generally permit the Adviser or the Private Fund the ability to waive, rebate or reduce all or part of the management fee and/or performance compensation with respect to investments made by certain investors without waiving, rebating or reducing the management fee and/or performance compensation charged/payable to other investors (such as the case of, but not limited to, investments made by the Adviser, its Affiliates, its partners/employees and their family members in a Private Fund). B. Payment of Fees. Fees and compensation paid to the Adviser or its Affiliates by the Private Funds are generally deducted from the assets of such Private Funds. As discussed above, management fees are generally deducted on a monthly or quarterly basis and performance compensation is generally deducted on an annual basis. C. Additional Expenses and Fees. A Private Fund may bear operating and other expenses including, but not limited to, the following:

investment expenses, including without limitation, expenses that are related to the investment of the Private Fund’s assets, such as: o brokerage commissions and other costs of executing transactions, o investment-related travel expenses (which are travel expenses incurred by the Advisers related to the purchase, sale, transmittal or ongoing monitoring of the Private Fund’s investments), o interest expenses, o finance charges and clearing fees, o applicable withholding and other taxes, o consulting and other professional fees related to particular investments, and o legal, accounting, due diligence and other similar expenses attributable to investments (even if such investments are not consummated).

fees and expenses relating to software tools, programs or other technology utilized in managing the Private Funds, including, without limitation, technology to measure risk,

research and market data (including, without limitation, any computer hardware and telephone and data lines incorporated into the cost of obtaining such research and market data),

administrative expenses, including, without limitation, o the monthly service fees and expenses of an administrator, o paying agency, transfer agency, local representative, accounting verification (if any) and/or investor registrar services, o costs and expenses relating to the Private Fund’s regulatory compliance, including, without limitation, the costs of regulatory inquiries and regulatory filings, registrations and memberships,

legal expenses, such as o legal fees charged in negotiating prime brokerage, ISDA master agreements and related custody and segregation agreements, repurchase agreements or other trading or financing agreements, o the costs of revising the Private Fund’s offering and operative documents,

internal and external accounting and valuation expenses,

audit and tax preparation and filing expenses, such as o tax advisory fees, o the costs of FATCA, OECD Common Reporting Standard and other taxrelated compliance,

insurance premiums (including, without limitation, Director and Officer liability and/or Errors & Omissions insurance, including for indemnified parties),

custodial fees,

entity-level taxes,

organizational expenses,

offering expenses (including, without limitation, costs associated with compliance with AIFMD and other local offering requirements),

other expenses associated with the operation of such Private Fund, and

extraordinary expenses.

D. Prepayment of Fees. Please see responses to 5A above. E. Compensation for Sale of Securities or Other Investment Products. Neither the Adviser, its Affiliates, nor any of their supervised persons accept compensation for the sale of securities or other investment products.

Methods of Analysis and Investment Strategies The descriptions set forth in this Brochure of specific advisory services that the Adviser offers to Clients, and investment strategies pursued and investments made by the Adviser on behalf of its Clients, should not be understood to limit in any way the Adviser's investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Adviser considers appropriate, subject to each Client's investment objectives and guidelines. The investment strategies the Adviser pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. The following methods of analysis and investment strategies are not listed in order of importance. Equity Relative Value: Equity relative value is a broad category encompassing long and short investments in equities and related instruments globally. It includes fundamentallydriven long and short positions, event-driven positions such as mergers or spinoffs, merger arbitrage and activist or legally intensive strategies. Although most of the underlying instruments are publicly listed, exchange-traded equities, the strategy also has included a wide variety of other related non-equity instruments, such as debt, physical commodities and commodity futures, private investment fund interests, interests in private companies and royalty or milestone securitizations. Convertibles: This strategy encompasses convertible securities and related instruments, ranging from fully credit- and equity-hedged volatility-driven positions to outright long credit and/or equity positions. This strategy also may use credit derivatives, options, and straight debt as a complement or hedge to convertible positions. This strategy has included unhedged or indirectly hedged positions in certain emerging markets and positions that the Adviser has elected not to hedge on fundamental grounds. Credit Relative Value: The credit relative value strategy takes both relative value positions (e.g., capital structure arbitrage) and fundamental long/short positions in credit and related instruments. This strategy invests in both developed and emerging markets. Instruments traded include all types of debt, preferred and common stock, credit and equity derivatives and options on these instruments. Portfolio-Level Hedges: Portfolio-level hedges aim to limit the exposure of the Clients to rapid, adverse changes in the market environment to protect against “tail events” and/or mitigate counterparty risk. Historically, portfolio-level hedges have been concentrated in long protection positions in credit derivatives (principally in liquid indices) and low volatility positions in options on equity indices, but also have included positions in currencies, equities, commodities, and options on such instruments. The size

and composition of such hedges has varied, and can be expected to continue to vary significantly across time. Portfolio-level hedges are supplemental to the hedging of individual investments. Distressed: The distressed strategy consists mainly of long positions in instruments of companies undergoing, or at risk of undergoing, restructuring, or, in many cases, bankruptcy or other judicial reorganization. Instruments include defaulted or distressed debt (e.g., bank loans, secured and unsecured bonds), equity, as well as unlisted instruments, such as trade claims. In addition to the inherent fundamental analysis component, the investments within this area often require intensive legal analysis and require estimation of the value of litigation or similar claims, including significant intercreditor issues. Structured Finance: Structured finance includes long and short strategies involving mortgage-backed and other asset-backed securities and related products, such as residential mortgage-backed securities, commercial mortgage-backed obligations, collateralized debt obligations, equipment trust certificates, student loan- and credit cardbacked securities, and similar instruments. This strategy has historically made extensive use of credit derivatives. The Adviser has also applied the analytical tools developed to manage the structured finance strategy to other strategies (e.g., financial sector equities). Other Strategies: Other strategies include closed-end funds (generally involving the purchase of a closed-end fund, or similar pooled investment vehicle, at a discount), energy (trading principally in oil and natural gas futures), as well as private placements in a variety of instruments and sectors. In connection with the implementation of the Private Funds’ strategies described above, the Adviser may directly or indirectly (a) commence litigation against a person, its major shareholders and/or directors to prevent or encourage a specific set of actions (e.g., preventing an unfair settlement or affiliated transaction or enforcing the Private Funds’ rights under bond indentures) or (b) report such persons’ activities to governmental or regulatory authorities with jurisdiction over such persons, in order to maximize the returns attributable to the underlying positions, whether long or short. The following risk factors do not purport to be a complete list or explanation of the risks relating to the Adviser's services. A complete list of risks relating to an investment in a particular Client is set forth in such Client's offering memorandum. The following risks are not listed in order of importance. Certain Risks Related to Nature and Structure of the Private Funds Risk of Loss The Private Funds’ investment programs are highly speculative and an investment in the Private Funds involves a high degree of risk, including the risk that the entire amount invested may be lost. As a result, an investment in the Private Funds is suitable only for financially sophisticated, high net worth individual and institutional investors.

Past Performance The past performance of speculative trading strategies such as those implemented by the Private Funds is not necessarily indicative of their future results. On an ongoing basis the Adviser is expanding many of the Private Funds’ portfolios into new market sectors, instruments and strategies. Consequently, the Private Funds’ trading and investing in the past may not be representative of their current or future investment approaches. Dependence on Adviser The Adviser makes all portfolio decisions on behalf of the Private Funds, subject to the policies and control of the board of directors or the general partner of the applicable Private Fund. In addition, the Private Funds’ net asset values generally will be determined by their administrator(s), in consultation with, and subject to the approval of, the Adviser; further, the Adviser self-administers certain Private Funds. Accordingly, the Private Funds are dependent on the Adviser with respect to such investment and valuation decisions. Fund Investors have no authority to make decisions on behalf of the Private Funds. Valuation Risk The Adviser and/or the general partners value the Private Funds’ assets and liabilities pursuant to the Private Funds’ respective articles of association and/or limited partnership agreements and on the basis of the valuation principles and policies of the Adviser (together, the “Valuation Policies”). With respect to certain assets and liabilities, the Adviser or the general partners may have the ability to exercise substantial discretion pursuant to the Valuation Policies. Information Rights While the Adviser has historically provided substantial information regarding the Private Funds’ portfolios and performance to Fund Investors who have entered into confidentiality agreements, the Adviser is not required to continue to provide such information. Credit Risk of QVT Fund Certain of the Private Funds continue to be exposed to the credit risk of QVT Fund LP (“QVT Fund”) because certain assets which were difficult to transfer in conjunction with the Restructuring are held by certain of the Private Funds through participation agreements with or direct investments in QVT Fund. Risks Related to the Adviser Adviser’s Dependence on Key Personnel The Adviser is dependent upon the expertise of the Managing Members and other key personnel. If the Adviser were to lose the services of the Managing Members or other key

personnel, the Private Funds may be adversely affected. The Managing Members and other partners of the Adviser are subject to certain notice and non-compete provisions, and Advisory Personnel are subject to certain vesting requirements with respect to deferred compensation awards designed to incentivize personnel retention and permit an orderly transition of their duties. However, there can be no assurance that these will prove sufficient and that the Private Funds’ activities will not be subject to disruption due to the loss or sudden departure of key personnel. Cyber Security Breaches and Other Events Impacting Technology The Adviser’s information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by its professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Adviser has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, the Adviser and/or the Private Funds may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Adviser’s and/or the Private Funds’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). In addition, the Private Funds rely on third-party service providers for many of the Private Funds’ day-to-day operations, including for cloud-based storage of private sensitive data of the Private Funds and their investors, and will be subject to the risk that the protections and protocols implemented by those service providers will be ineffective to protect the Private Funds’ data from cyber-attack. Such a failure could harm the Adviser’s and/or the Private Funds’ reputations, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. Risk Related to Investment Instruments No Material Limits on Investment Instruments There is no limit on the type of instrument or investment opportunity in which the Adviser may cause the Private Funds to invest. Such instruments and other investments may range from typical retail investment securities to far more exotic instruments. No Fixed Strategy, Instrument, Market, Sector or Issuer Weights Although diversification is an integral part of the Adviser’s overall portfolio risk management process, the Adviser generally is not restricted as to the percentage of the Private Funds’ assets that may be invested in any particular strategy, instrument, market, sector, industry or issuer. The Private Funds do not and will not maintain any fixed requirements for diversifying their portfolio among strategies, instruments, markets, sectors, industries or issuers. In recent years, the Private Funds have had significant concentrations of risk in the life sciences sector, the financial services sector and the

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The clients to whom the Adviser and its Affiliates provide investment management services and advice are the Private Funds. The offering documents of each Private Fund may set minimum amounts for investment by prospective investors in such Private Funds. These minimum amounts may be waived by the Adviser or an Affiliate, except to the extent prohibited by law.

The Adviser and/or its Affiliates receive performance-based compensation in the form of an incentive allocation, incentive fee or carried interest with respect to the Private Funds, which may be payable in cash or in-kind. The Adviser does not receive performance-based compensation from most of the Proprietary Funds and may agree similar arrangements in the future. In the allocation of investment opportunities, performance-based compensation arrangements also may create (i) an incentive to favor accounts with performance compensation arrangements over accounts that are not charged, or from which an adviser will not receive (e.g., because the Private Fund is below the high water mark), a performance compensation; and (ii) an incentive to favor accounts from which an adviser will receive a greater performance compensation over accounts from which an adviser will receive a lesser performance compensation. The Adviser has adopted an allocation procedure designed to ensure that all Clients are treated fairly and equitably and to prevent this form of conflict from influencing the allocation of investment opportunities among Clients. In accordance with the allocation procedures, the Adviser will endeavor to treat each Client in a fair and equitable manner.

A. Broker-Dealer Registration Status. The Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status. The Adviser is no longer registered as a commodity pool operator with the CFTC and relies on relief provided under CFTC Rule 4.13(a)(3) with respect to the Private Funds. The Adviser had relied on relief provided under CFTC Rule 4.7 with respect to certain of the Private Funds, but those Private Funds all became eligible for CFTC Rule 4.13(a)(3) on or before December 31, 2018. Accordingly, as of December 31, 2018, the Adviser filed a notice to withdraw its registration as a commodity pool operator; such withdrawal was granted on March 20, 2020. The Adviser and its management persons are not registered as, and do not have any application to register as, a futures commission merchant, commodity trading adviser, or an associated person of a futures commission merchant or commodity trading adviser. C. Material Relationships or Arrangements with Industry Participants. Other Affiliated General Partners and Advisers QVT Associates GP LLC, a Delaware limited liability company, is an affiliate and serves as the general partner to QVT FO Offshore, QVT FO Offshore II, QVT FO Onshore and QVT FO, and as Manager to QVT Outerbridge Holdings LLC and QVT Gilead Holdings LLC. Ashokan Associates GP LLC, a Delaware limited liability company (“Ashokan Associates”), is an affiliate and serves as the general partner to QVT Fund. Fourth Avenue Capital Partners GP LLC, a Delaware limited liability company (“Fourth Avenue GP”), is an affiliate and serves as the general partner to the Fourth Avenue Funds. QVT Financial Investment GP LLC, a Delaware limited liability company (“QVT Financial Investment GP”), is an affiliate and serves as the general partner to QVT Financial Investment LP.

Other Affiliated Foreign Advisers In addition to the above affiliated general partner, investment management and management companies, the Adviser retains and provides compensation to QVT Advisors Private Limited, a New Delhi-based affiliate (the “Relying Adviser”). Transaction Based-Compensation The Adviser or its Affiliates may receive directors' fees, break-up fees and other fees in connection with a Private Fund's investments. Certain personnel of the Adviser serve on the board of directors of, or in a management or consulting capacity for, companies in which the Private Funds have a significant or controlling position. In such circumstances, the partner or employee may receive compensation from the portfolio company. It is the Adviser’s policy that in the event that such partner or employee receives compensation from a portfolio company solely for routine service as a voting member of a board of directors of such portfolio company, if the Family Office Funds participate in such investment, they will be fully reimbursed for amounts received by such partner or employee from the portfolio company. However, the Proprietary Funds (insofar as they are not clients of the Adviser and typically do not bear any management or performance-based fees) will not be reimbursed; certain other Private Funds may have different policies in place in accordance with their specific terms. In certain circumstances where, in the discretion of the Adviser and/or the general partner(s) of the relevant Client(s), a partner or employee receives compensation from the portfolio company for (i) non-routine board services, including but not limited to, extensive research, advisory or time commitments, specific professional services or project undertakings well outside of the typical service of that board membership, or (ii) services or roles in another dedicated capacity (i.e., involvement in management or the more day-to-day operations of such company), the applicable Client who participates in such investment (a) may not be reimbursed for amounts received by such partner or employee from the portfolio company at all or (b) may only be reimbursed for its share (calculated on a pro rata basis including all of the unaffiliated investors in the portfolio company) of all of the amounts received by such partner or employee from the portfolio company. In the case of clause (a), the Adviser and/or relevant general partner(s) may allow the individual serving in such role to retain the compensation directly or may opt to re-direct such compensation to the Adviser, general partner, their affiliates or personnel or to third parties; provided that in no event shall the aggregate amount not reimbursed to the Family Office Funds pursuant to clause (a) exceed 5 bps of NAV per annum (determined in accordance with the Adviser’s Director Compensation Policy in place from time to time). Further, the Adviser may deem it most appropriate for compensation by a portfolio company to be waived entirely. The determination by the Adviser and/or general partner(s) of the allocation of portfolio company compensation (or the decision to forego it) will vary from portfolio company to portfolio company and potentially from year to year, as the accompanying facts and circumstances will vary among roles and over time.

D. Material Conflicts of Interest Relating to Other Investment Advisers. Certain Clients may invest in pooled investment vehicles or managed accounts that are managed or advised in a joint venture arrangement between the Adviser and/or its Affiliates and a third-party (collectively, the “Affiliated Funds”). The Adviser will waive the management fees and incentive compensation payable by such Clients, in amounts equal to any management fee, incentive fee and/or incentive allocation assessed by any such Affiliated Funds or, to the extent necessary, will take such other actions as may be needed so that the Clients do not bear management fees, incentive fees and/or incentive allocations with respect to Affiliated Funds in excess of such fees and allocations set forth in such Clients' offering memoranda. Notwithstanding the foregoing, the management fee and the incentive compensation of a Client will not be waived, and such other actions described above will not be taken, in connection with an investment in an Affiliated Fund, to the extent that the management fee, incentive fee and/or incentive allocation assessed by such Affiliated Fund is being paid or allocated to a third-party that is unaffiliated with the Adviser. Although the Adviser and its Affiliates will not receive duplicate compensation with respect to a Client’s investments in an Affiliated Fund, such investment, if any, could be considered a conflict of interest because the investment by the Client might assist in raising capital from other third-party investors which will pay management fees and incentive fees to the Affiliated Fund’s manager, which may include the Adviser or its Affiliates. Multiple Fee Layers In executing its investment strategies, the Adviser, on behalf of certain of the Private Funds, has entered into a strategic investment agreement (the “Strategic Investment”) with a specialized market intermediary, acting as the third-party manager of an investment vehicle formed for the exclusive benefit of such Private Funds, which arrangement should complement the Private Funds’ expertise and enhance the Private Funds’ ability to access specific investment opportunities. This Strategic Investment may, however, limit the Adviser’s ability to exercise day-to-day management control of investments made through this relationship although the Adviser has the right to exercise substantial control over acquisition and disposition of investments under the terms of the Strategic Investment. The Adviser’s management fees, incentive fees and/or incentive allocations will not be waived or reduced in connection with this arrangement, and will result in three or more levels of fees and expenses (i.e., potentially (i) at the level of the underlying investments, (ii) at the level of the third-party manager of the Strategic Investment, and (iii) at the level of the Private Fund) being charged to Clients in connection with those investments made through the Strategic Investment. Under the terms of the Strategic Investment, the relevant Private Funds are responsible for funding investments approved in writing by Adviser and certain management fees, incentive fees and indemnification obligations. The Private Funds may make direct purchases of shares or interests in other Private Funds on the secondary market. In addition, the Private Funds may purchase investments that contain or that have invested in one or more Private Funds. The Adviser will not

waive any management fees, incentive fees and/or allocations, respectively assessed by such Private Funds.

A. Code of Ethics. This Item 11(A) provides a general overview of the Adviser’s Code of Ethics. The Advisers are committed to the highest standards of ethical conduct. The Code of Ethics specifies and prohibits certain types of transactions deemed to create actual conflicts of interest, the potential for conflicts, or the appearance of conflicts, and establishes general guidelines for the conduct of the Adviser’s and the Relying Adviser’s “access persons” (as defined in Rule 204A-1 of the Investment Advisers Act of 1940 (“Advisers Act”)) (collectively, “Advisory Personnel”) as well as clearance and/or reporting requirements and enforcement procedures. The Adviser will provide a copy of the Code of Ethics to any Client or prospective client upon request. Advisory Personnel are required to certify their compliance with the Adviser’s Compliance Manual (the “Compliance Manual”), including the Code of Ethics, on an annual basis. The Adviser has implemented a Personal Trading Policy in the Adviser's Code of Ethics that prohibits Advisory Personnel from engaging in personal securities transactions without obtaining prior approval, subject to certain limited exceptions. The Adviser has created a Personal Trading Committee charged with the implementation of the Personal Trading Policy and for determining and addressing any conflicts that may arise out of the investment activities of any Advisory Personnel. Exceptions to the pre-approval and reporting requirements on personal trading generally include: (i) direct obligations of the U.S. government (e.g., U.S. treasury securities); (ii) bank certificates of deposit and highquality short-term debt obligations; (iii) shares issued by money-market funds; (iv) shares of open-end mutual funds registered in the U.S. that are not advised or sub-advised by the Adviser or its Affiliates; and (v) shares issued by unit investment trusts that are invested exclusively in one or more open-end mutual funds registered in the U.S., none of which are funds advised or sub-advised by Adviser or its Affiliates. Also, certain personal securities transactions in connection with which Advisory Personnel actively exercise no investment decision-making authority or that take place in accounts over which Advisory Personnel have no direct or indirect influence, control or discretion, are not subject to the pre-approval or reporting requirements set forth in the Personal Trading Policy, provided, however, that in such cases, Advisory Personnel must substantiate the nature of the account relationship with any third party investment adviser by furnishing either (i) a copy of the current agreement with the third party investment adviser or (ii) a letter from the third party investment adviser which delineates the control protocols. In addition, Advisory Personnel are permitted to trade the following types of investments without obtaining pre-approval; provided, however, that any such transaction must be reported to

the Adviser in accordance with the Adviser's procedures: (i) broad-based ETFs, as determined by a distinct list compiled by the Personal Trading Committee; (ii) short sales of broad-based ETFs (as defined by the aforementioned list) or broad-based market indexes such as the S&P 500; (iii) options on broad-based ETFs (as defined by the aforementioned list) and broad-based market index options; (iv) physical commodities; and (v) shares of open-end mutual funds not registered in the U.S. that are not advised or sub-advised by the Adviser or its Affiliates. Consistent with the foregoing policies, it is possible that Advisory Personnel will buy or sell securities or other instruments of the type or kind of securities also recommended to the Clients in addition to buying or selling securities and instruments not recommended to the Clients. From time to time the Adviser may be presented with investment opportunities that (i) have additional capacity in excess of the amount that would be allocated to the Private Funds or (ii) that would not be appropriate for allocation to any Private Funds (e.g., different risk parameters, liquidity constraints, etc.) (each such opportunity, a “CoInvestment”). With respect to an investment for which the Adviser determines coinvestment capacity is available, the Adviser may, in its sole discretion, offer any CoInvestment to Fund Investors, to the Adviser’s or its Affiliates’ own accounts, including the Proprietary Funds (as defined below) or other proprietary capital vehicles or to other third parties. A Co-Investment may be made through a separate vehicle formed for the purpose of making such investment. Investors in any Co-Investment may or may not be subject to management fees and/or incentive compensation, as the Adviser determines in its discretion. The Advisers are under no obligation to provide Co-Investments to Fund Investors and any Co-Investments may be offered to Proprietary Funds or one or more third parties. Any allocation of Co-Investments to Fund Investors is likely not to correspond to their pro rata interests in the Private Funds. In determining allocations of Co-Investments, the Adviser may take into account any facts or circumstances it deems appropriate, including the size of the prospective co-investor’s investment in a Private Fund; whether and the extent to which the prospective co-investor has expressed an interest in co-investment opportunities; any contractual agreements with Fund Investors and their affiliates with respect to co-investment opportunities (e.g., side letters); the Adviser’s evaluation of the financial resources, sophistication, experience and expertise of the potential co-investor, with respect to the execution of co-investment transactions generally; perception of past experiences and relationships with each prospective co-investor; whether or not such person has co-invested previously and the ability of any such co-investor to respond promptly and appropriately to potential investment opportunities; perception of the legal, regulatory, reporting, public relations, competitive, confidentiality or other issues that may arise with respect to any prospective co-investor; and any strategic value or other benefit resulting from offering such co-investment opportunity to a prospective coinvestor including provisions of co-investment opportunities by such prospective coinvestor. Co-Investments where the Private Funds also invest may result in conflicts between the Private Funds and other co-investors (for example, over the price and other terms of such

investment, exit strategies and related matters, including the exercise of remedies of their respective investments). Each co-investor, including the Proprietary Funds and/or Advisers, will bear its pro rata portion of all investment-related expenses; to the extent the underlying Co-Investments are illiquid, such expenses may be funded via capital calls to co-investors or may be funded by the Adviser and later reimbursed by co-investors, depending on the arrangement negotiated at the time of closing. Conflicts exist relating to broken deal expenses. The Adviser will attempt to negotiate for any co-investors to be responsible for their pro rata portion of broken deal expenses, however, this may not be feasible as agreements generally will be entered into contemporaneous with a deal closing. Accordingly, to the extent that a deal has progressed enough such that a coinvestor has made an indication of interest (i.e., size of prospective investment), if that co-investor will not agree to bear its pro rata portion of broken deal expenses, the Adviser will bear the pro rata portion of such co-investor’s broken deal expenses. If a deal breaks at a stage that is so preliminary that co-investors have not made any indication of prospective investments, given that there would be no basis for an equitable split, the Private Funds (and the Proprietary Funds and Advisers, as the case may be) that would have participated in such investment will bear such broken deal expenses in proportion to their proposed allocation. In January 2016, the Managing Members formed the Fourth Avenue Funds. The Fourth Avenue Funds make investments on behalf of friends and family of the Managing Members and other Advisory Personnel. The Adviser’s Chief Compliance Officer, in consultation with the Adviser’s General Counsel, is responsible for determining and addressing any conflicts that may arise out of the Fourth Avenue Funds’ investment activities. Investors in the Fourth Avenue Funds have generally agreed to limit their protections in the event of conflicts and to be treated in the same manner as the Managing Members and are subject to additional risks in connection with their investment in a particular series. In May 2018, the Managing Members formed QVT Financial Investment LP and in September 2018, the Managing Members formed QVT Financial Investment Cayman Ltd. (together, the “QVT Financial Investment Funds” and together with the Fourth Avenue Funds, the “Proprietary Funds”). The QVT Financial Investment Funds hold investments of the Managing Members and Advisory Personnel, certain of which are also held by the Private Funds. The Advisers also hold investments which are also held by the Private Funds. The QVT Financial Investment Funds and the Advisers may in the future invest in a variety of investment types, including those that may overlap with the mandates of the Clients. The Adviser’s Chief Compliance Officer, in consultation with the Adviser’s General Counsel, is responsible for determining and addressing any conflicts that may arise out of the QVT Financial Investment Funds’ and the Advisers’ investment activities. It should be noted that each of the Adviser’s Chief Compliance Officer and General Counsel has participated and may in the future participate (either directly or indirectly), in investments in the QVT Financial Investment Funds, and have been and may continue to be allocated portions of investments held by the Advisers.

Investments made by the Proprietary Funds and the Advisers may overlap with investments recommended by the Adviser to other Private Funds. Further, the Family Office Funds have invested, and may further invest, in certain of the Proprietary Funds. The Adviser also may determine that an investment is not an appropriate investment opportunity for the Family Office Funds, but is an appropriate investment opportunity for one or more of the Proprietary Funds and/or the Advisers. A Client's existing investments and relationships may generate new investment opportunities for such Client, other Clients, Advisory Personnel, the Advisers and the Proprietary Funds. If the Adviser determines, in its sole discretion, that such an investment would not be an appropriate investment opportunity for a Client, then other Clients, Advisory Personnel, the Advisers and/or the Proprietary Funds may nonetheless participate in such investment. In recognition of the trust and confidence placed in the Adviser by Fund Investors and to give effect to the Adviser's belief that its operations should be directed to the benefit of the Clients, the Adviser adopted the following general principles to guide the actions of its Advisory Personnel: (i)

Client interests come first. Advisory Personnel must scrupulously avoid serving their own personal interests ahead of the interests of the Private Funds and their investors.

(ii)

Avoid taking advantage. Advisory Personnel may not make personal investment decisions based on their knowledge of the Private Funds' holdings or transactions.

(iii)

Safeguard confidential information. Information relating to the Private Funds' or their investors' securities and financial circumstances must be kept confidential and safeguarded in accordance with the Adviser's Privacy Policy and Implementing Procedures and may not be used in any way except for the purposes intended by the Adviser.

(iv)

Exercise independent decision-making. Independent decision-making, especially in the investment process, must be maintained at all times.

(v)

Properly handle conflicts of interests. Advisory Personnel must handle potential conflicts of interest in a manner consistent with the Adviser's fiduciary duty and must not abuse their positions of trust and responsibility. Among other things, the Adviser seeks to handle potential conflicts of interests through the personal trading pre-approval and reporting requirements established in the Code of Ethics. If Advisory Personnel are uncertain whether a real or apparent conflict exists in any particular situation, they are to consult immediately with the Adviser's compliance and legal departments.

The Code of Ethics requires that Advisory Personnel disclose any situation, including situations pertaining to Advisory Personnel’s family members, which reasonably could

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A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. The Adviser has complete discretion in deciding which brokers and dealers the Private Funds will use and in negotiating the rates of compensation the Private Funds will pay for the Private Funds' securities transactions. The Adviser will effect transactions with broker-dealers (“Brokers”) that (with respect to U.S. securities) are registered with the SEC and are members of the Financial Industry Regulatory Authority. In selecting Brokers to effect portfolio transactions for a Private Fund, the Adviser take into account the relative importance of the execution factors listed below, as applicable, in addition to any other relevant factors, against the characteristics of the particular order and the available execution venues or intermediaries to which that order can be directed: the price, the ability and expertise to source the specific securities or sectors in which the Adviser seeks to trade; the liquidity of the market for the security; the willingness to provide margin debt or leverage; the service and the timeliness and cost of execution; the ability to maintain confidentiality/anonymity; the financial strength, integrity, reputation and stability; the quality, comprehensiveness, timeliness, and frequency of available research and market information provided; the ability to execute transactions (and commit capital) of size in liquid and illiquid markets without disrupting the market for the security; the adequacy of trading and operational infrastructure, technology and capital; the ability and willingness of the counterparty to correct its own errors; the ability to accommodate any special execution or order handling requirements that may surround a particular transaction; responsiveness; and the nature of the security and available market makers. The Adviser has created a Trade Oversight Committee charged with evaluating systematically the execution performance of the Adviser’s brokers. The Trade Oversight Committee, in consultation with the Investment Committee, is responsible for developing, evaluating and changing, when necessary, QVT Financial’s order execution practices and the broker-dealers used. 1. Research and Other Soft Dollar Benefits It is not the Adviser's practice to negotiate “execution only” commission rates; thus the Adviser, in paying commissions, may be deemed to be using “soft dollars” for research, brokerage or other services provided by a Broker. The Adviser may consider the value of any research when selecting Brokers to execute a Client's transactions. However, the Adviser does not enter into commission-sharing arrangements where excess commission paid to one dealer is used to buy research for another vendor. The Adviser does not use “soft” dollars to pay for trading-related hardware and software (e.g., Bloomberg terminals). The level of commissions versus the total value of services will be reviewed by the Trade Oversight Committee whenever anomalous.

Generally, the use of commission or “soft” dollars to pay for research products or services falls within the safe harbor created by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended. It should be noted, however, that the Adviser may receive “soft” dollars to pay for research products or services in connection with its futures transactions, which “soft” dollar arrangements may not be within Section 28(e)'s safe harbor. The Adviser or its Affiliates have not entered into written soft dollar arrangements. The provision by a Broker of research and other services and property to the Adviser creates an incentive for the Adviser or its Affiliates to select such Broker since the Adviser and its Affiliates would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a Client. Any research, services or property provided by a Broker may benefit any Client of the Adviser and such benefits may not be proportionate to commission dollars spent by such Client to obtain such research, services or property. 2. Brokerage for Client Referrals As discussed above, subject to best execution, the Advisers may consider, among other things, capital introduction, marketing assistance and other services or items in selecting broker-dealers for Client transactions. 3. Directed Brokerage The Adviser does not recommend, request or require that a Client direct the Adviser to execute transactions through a specified broker-dealer. B. Aggregated Orders for Various Client Accounts. The Adviser generally executes transactions on an aggregated basis, because the Adviser believes that doing so allows it to obtain best execution, to negotiate more favorable commission rates or other transaction costs than it might have otherwise paid had such orders been placed independently, and to provide the most fair allocation to the Clients. The Adviser will aggregate orders unless aggregation is inconsistent with the investment guidelines and restrictions of each Client for which trades are being aggregated. Each Client that participates in an aggregated order will participate at the average price for all of the Adviser's transactions in that security on a given business day, with transaction costs shared pro rata based on each Client's participation in the transaction. Similarly, if an order on behalf of more than one Client cannot be fully executed under prevailing market conditions, the investment will be allocated among the Clients on a basis that the Adviser considers equitable. The Adviser will not reallocate or rebalance filled orders to reflect changes in the current proportion of net asset value of a Client, unless such reallocation or rebalancing is approved by a Managing Member and reviewed by the Chief Compliance Officer at the time it places an order (as opposed to after the order is filled).

Despite the Adviser’s best intentions and efforts to avoid them, trade errors may occur as a result of mistakes made on the part of an executing broker or the Adviser or its Affiliates, including, but not limited to, its portfolio managers and traders. The Adviser’s Trade Error Policy and Procedures seek to ensure that all trade errors are corrected in an expeditious manner and that the losses, if any, are borne appropriately. The Trade Oversight Committee will scrutinize any trade errors with a view toward identifying any patterns, providing guidance and supervision and, when appropriate, implementing further procedures to prevent or discourage errors. Trade errors are corrected by the Adviser as soon after discovery as is reasonably practicable, and in such a manner as to mitigate any profit and loss as a result of trade errors. The Adviser strives to correct all trade errors prior to settlement. Any profit that results from a trade error is left in the account of the applicable Client. Similarly, the Clients (and not the Adviser) will be responsible for any losses resulting from trade errors and similar human errors, absent the fraud, willful misconduct or gross negligence of the Adviser. To the extent a trade error is caused by a counterparty, such as a broker, the Adviser generally will attempt to recover any loss associated with such error from such counterparty, if the Adviser, in its sole discretion, determines that it would be in the best interest of a Client to attempt such recovery, taking into consideration various factors, including, but not limited to, such Client's and/or the Adviser’s ongoing relationship with such counterparty, the likelihood of obtaining such recovery, the capital position of such counterparty, and, where such counterparty executed the relevant trade on an agent or riskless principal basis, the extent to which it can recover from its counterparty on the other side of the trade. Inadvertent deviations from our trade allocation policies, in the event that they are not identified in time to correct before settlement, are not trade errors unless a security has been allocated to a Client for which it is not suitable. Trade errors might include, for example, (i) the placement of orders (either purchases or sales) in excess of the amount of securities the Adviser intended to trade on behalf of the Clients; (ii) the sale of a security when it was intended to have been purchased; (iii) the purchase of a security when it was intended to have been sold; (iv) the purchase or sale of the wrong security; (v) typographical or drafting errors related to derivatives contracts or similar agreements; (vi) the purchase or sale of a security contrary to regulatory restrictions or investment guidelines or restrictions of the Clients or the Adviser; and (vii) the allocation of a security to an account for which it is not suitable. Given the nature of the Clients' business, investors are advised that trade errors (and similar errors) will occur and that the Clients, in such cases, will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the Adviser or its Affiliates.

A. Economic Benefits for Providing Services to the Clients. The Adviser does not receive economic benefits from non-Clients for providing investment advice and other advisory services. B. Compensation to Non-Supervised Persons for Client Referrals. Neither the Adviser nor any related person directly or indirectly compensates any person for Client referrals. However, the Adviser or its affiliates may in the future enter into arrangements with third party placement agents or distributors to solicit Fund Investors and such arrangements will generally provide for the compensation of such persons for their services at the Adviser's expense.

A. Criminal or Civil Actions Not Applicable. B. Administrative Proceedings Before Regulatory Authorities Finanstilsynet (Norway) Late Filings: In 2019, Finanstilsynet attempted to fine the Adviser for a regulatory filing purportedly made late in 2018. The Adviser challenged this allegation directly with Finanstilsynet in 2019 and then appealed the fine to the Norwegian Ministry of Finance (Det Kongelige Finansdepartement) in 2020. In December 2020, the Ministry of Finance simply denied our appeal without responding to any of our arguments. Although it is the Adviser’s view that it did not violate any regulation, that Finanstilsynet misapplied the relevant laws and that its own published directives contradict its stated position in this matter, the Adviser opted not to pursue the appeal further in litigation, as the costs thereof would far eclipse this small fine assessed. Accordingly, the Adviser paid the fine on January 21, 2021, to close the matter instead. The total amount of the fine was NOK 30,000 (US$3,655). In 2023, Finanstilsynet attempted to fine the Adviser for a regulatory filing purportedly made late in 2022. The Adviser challenged this allegation directly with Finanstilsynet in 2023 and then appealed the fine to the Norwegian Ministry of Finance (Det Kongelige Finansdepartement). In April 2025, the Ministry of Finance denied our appeal. Although it is the Adviser’s view that it did not violate any regulation, that Finanstilsynet misapplied the relevant laws and that longstanding Norwegian legal standards contradict Finanstilsynet’s conclusions in the matter, the Adviser opted not to pursue the appeal further in litigation, as the costs thereof would far eclipse this small fine assessed. Accordingly, the Adviser paid the fine in July 2025, to close the matter instead. The total amount of the fine was NOK 100,822 (US$10,027). C. Self-Regulatory Organization (SRO) Proceedings Not Applicable.

A. Frequency and Nature of Review of Client Accounts or Financial Plans. The Adviser performs various daily, weekly, monthly, quarterly and periodic reviews of each Private Fund’s portfolio. Such reviews are conducted by the members of the Adviser's investment team (in particular, the Investment Committee, as well as all portfolio managers and investment analysts) and operations team. B. Factors Prompting Review of Client Accounts Other than a Periodic Review. A non-periodic review of a Private Fund account may be triggered by any unusual activity or special circumstances. C. Content and Frequency of Account Reports to Clients. All Fund Investors receive from the Adviser or its Affiliates annual audited financial reports. Investors in certain other Private Funds may receive the following reports from the Adviser:

Performance Information: monthly unaudited information regarding the Private Fund’s performance and the NAV of the Private Fund, generally within several business days of the end of each month (the Adviser will use its reasonable best efforts to send such information within five business days of the end of each month);

NAV Statements: monthly statements reflecting the value of a Fund Investor’s interests; and

Financial Statements: annual audited financial statements, prepared in accordance with GAAP.

Certain of the Proprietary Funds are pooled investment vehicles which are subject to annual audits and which deliver audited financial statements to their respective investors within 180 days of the applicable fiscal year-end. All other Private Funds are pooled investment vehicles which are subject to annual audits and which deliver audited financial statements to their respective investors within 120 days of the applicable fiscal year-end. Investors should carefully review the financial statements.

The Adviser or its Affiliates have been appointed as the investment manager, management company, manager or general partner of the Clients with discretionary trading and investment authorization. Each of the Adviser or its Affiliates has full discretionary authority with respect to investment decisions, and its advice with respect to the Clients is made in accordance with the investment objectives and guidelines as set forth in the Clients' respective private placement memoranda, if any, investment management agreement or other organizational document. The Adviser or its Affiliates assume discretionary authority to manage the Clients through the execution of investment management agreements or through the organizational documents of the Clients (e.g., limited partnership agreements).

Rule 206(4)-6 under the Advisers Act requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. In compliance with that rule, the Advisers have adopted proxy voting policies and procedures (the “Proxy Policies”). The Proxy Policies provide that the Adviser shall use reasonable care and diligence to monitor corporate events that call for exercise of a vote, and to cast votes in a manner that it believes is in the Clients' best interest and ultimately maximizes the value of the Clients' investments. While the decision whether or not to vote a proxy must be made on a case-by-case basis, the Adviser generally does not vote a proxy if it believes the proposal is not material to the investment strategy employed on behalf of the relevant Client or the proposal is relating to issuers in which the size of the positions held on behalf of the relevant Client(s) is relatively small. In the situations where the Adviser does vote a proxy, the Adviser generally votes proxies in accordance with specified guidelines set forth in the Proxy Policies. It is possible that conflicts (or appearance of conflicts) may arise between the interests of the Clients, on the one hand, and the interests of the Adviser and its Affiliates, on the other, in voting a proxy. It is also possible that such a conflict (or appearance of a conflict) may arise between Clients or between one or more Clients and the Proprietary Funds and/or Advisers. The Adviser will endeavor to identify any such conflicts and address matters involving such conflicts as follows: (1) The portfolio manager is responsible for bringing any proxy vote that the portfolio manager determines may involve a conflict (or an appearance of a conflict) to the Adviser's Chief Compliance Officer and General Counsel, who will decide whether the vote should be elevated to the Managing Members of the Adviser. A vote will be elevated to the Managing Members when the Adviser's Chief Compliance Officer and General Counsel determine that (a) the vote involves a conflict (or appearance of a conflict) between the Adviser(s) and its Client(s) or (b) the vote involves a conflict (or perceived conflict) between Clients or between one or more Clients and the Proprietary Funds and/or Advisers. When a vote is elevated to the Managing Members, at least one Managing Member, in consultation with the Adviser's Chief Compliance Officer and General Counsel, will decide the final voting instructions. The Managing Members will base all voting decisions on their judgment of what will best maximize value for the Clients that beneficially own the securities or investment that are the subject of the vote. (2) The Adviser’s compliance and legal departments also will seek to identify conflicts or apparent conflicts by: (a) review to determine whether any of the following are corporate entities that may be the subject of a proxy vote: (i)

investors in the Clients managed by the Adviser;

(ii) other parties that have a material relationship with the Adviser (for example, the Adviser's prime brokers and regular market counterparties); and

(iii) public companies whose representatives may be deemed to have a close personal relationship to Advisory Personnel. (b) periodic review of the information reported annually by the Advisory Personnel, together with any updates to such information, provided pursuant to the Adviser's procedures regarding Advisory Personnel's relationships with participants in proxy contests, corporate directors or candidates for directorships (for example, a partner of the Adviser may have a spouse or other close relative who is standing for election as a corporate director for a company in which a Client is invested). (3) If the Adviser's compliance and legal departments identify any conflict or apparent conflict in connection with a particular investment, the Adviser's compliance and legal departments will inform the portfolio manager responsible for the investment and any vote in connection with such investment will be handled in accordance with paragraph (1) above. (4) In certain cases, in consultation with the Adviser’s compliance and legal departments, the portfolio manager or the Managing Members of the Adviser may determine that the Adviser should seek the advice of an independent third party regarding the voting of a proxy. Clients may request a copy of the Proxy Policies and/or information regarding the manner in which the Adviser has voted with respect to any particular proxy by contacting the Adviser.

The Adviser is not required to include a balance sheet for its most recent financial year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to the Private Funds, and has not been the subject of a bankruptcy petition at any time during the past ten years.