SILVERARC CAPITAL MANAGEMENT, LLC

A. The Adviser is a Delaware limited liability company located in Boston, Massachusetts and principally owned by Devesh Gandhi. The Adviser was formed in 2019 but has been operating the advisory business through certain affiliates since 2012. The Adviser provides investment advisory services to pooled investment vehicles operating as private funds for sophisticated, qualified investors, including high net worth individuals, retirement plans, trusts, partnerships, corporations, or other businesses (each, the “Fund” and, collectively, the “Funds”) and separately managed accounts (each an “SMA,” Funds and SMAs collectively referred to as “Clients”). The Adviser also provides discretionary portfolio management and investment sub-advisory services to affiliated privately offered pooled investment vehicles (the “Sub-Advisory Client”). The governing documents of each Fund may also provide for the establishment of parallel or other alternative investment vehicles in certain circumstances. Fund investors may participate in such vehicles for the purposes of certain investments, and if formed, such vehicles would also become Clients of the Adviser. SilverArc Capital LLC, a Relying Adviser of the Adviser and general partner of such Fund(s), is a Delaware limited liability company formed in 2012 and solely owned by Devesh Gandhi. SilverArc Private Capital Management I, LP, also a Relying Adviser of the Adviser is a Delaware limited partnership formed in 2024 and jointly owned by Devesh Gandhi and Sheila Gujrathi. SilverArc Private Capital I, LLC serves as the ultimate general partner, owned by Sheila Gujrathi and Devesh Gandhi. SilverArc Private Capital I, LP serves as the general partner of such Fund(s). SilverArc Private Capital Management I, LP has engaged the Adviser to act as a Sub-Adviser to its Fund(s). B. Types of Advisory Services Hedge Fund: This business line is made up of the following Funds and Three Separately Managed Accounts. SilverArc Capital Alpha Fund I, L.P: A Delaware limited partnership formed in 2012. SilverArc Capital Alpha Fund II, L.P: A Delaware limited partnership and parallel investment fund to Alpha Fund I, L.P. Formed in 2019 (Master Fund). SilverArc Capital Alpha Fund II, LTD: An exempted limited company incorporated in the Cayman Islands. Formed in 2019 (Offshore Feeder). The Adviser’s investment objective is to seek to maximize total return primarily through the capital appreciation of its investments. In attempting to achieve this investment objective, the Adviser expects to invest in, hold, sell, and trade equity securities, equity derivatives, exchange traded funds, and other related financial instruments, although the Adviser also expects that it may invest in several other asset classes and/or financial instruments, as further described below. The Adviser primarily expects to take long positions in equity securities, or in other assets it believes are undervalued, and short positions in equity securities, or in other assets the Adviser believes are overvalued. The majority of the investments will be focused in the United States, but the Adviser also reserves the right to invest in other developed markets. The Adviser may consider investments in companies in less developed markets on an opportunistic basis.

In attempting to achieve this investment objective, the Adviser expects to invest in, hold, sell, sell short and trade equity securities, equity derivatives, exchange traded funds (“ETFs”), ETF derivatives and PIPEs (private investment in public equities). The Adviser may also engage in other financial instruments including, but not limited to, currency swaps for hedging purposes. On an opportunistic basis, the adviser may also engage in Private Company transactions. Venture Fund: This business line is made up of the following Funds: SilverArc Private Fund I, LP: A Delaware limited partnership, formed in 2024. SilverArc Private Fund I, LP intends to pursue a venture capital and growth equity strategy. The primary investment objective is to realize significant long-term capital appreciation by constructing a portfolio of direct, privately negotiated venture capital and growth equity investments in earlystage biotechnology companies. C. While each of its Clients generally follows the strategies stated above, the Adviser may tailor the specific advisory services with respect to each Client based on the particular investment objectives and strategies described in the applicable Client’s confidential offering memorandum, if any, and governing documents, including Fund’s operating agreement, or the investment management agreement of the SMA (referred to collectively as “Governing Documents”). Fund investors should refer to each Fund’s PPM and other offering materials for specific information about the applicable Funds. All discussion of the Clients in this Brochure, including but not limited to their investments, the strategies used in managing the Clients, and conflicts of interest faced by the Adviser in connection with the management of the Clients are qualified in their entirety by reference to each Client’s respective Governing Documents. D. The Adviser does not participate in wrap fee programs. E. As of December 31, 2025, the Adviser manages $1,605,513,038 in discretionary assets.

A. Below is a discussion of how the Adviser is compensated in connection with providing advisory services to its Clients. The Adviser may enter into different fee arrangements on a client-by-client basis. It is critical that all Clients, and investors in the Funds, refer to the applicable Client’s governing documents for a complete understanding of how the Adviser and its affiliates are compensated for advisory services. The information contained herein is a summary only and is qualified in its entirety by each applicable Client’s Governing Documents. Management Fees for the Adviser. The Adviser generally receives management fees (the “Management Fees”) from the Funds between 1.25% to 2.0% per annum of net asset value depending on the class of partnership interests. The Management Fee is payable by a Fund to the Adviser or its designee quarterly and in advance, as described in each Fund’s respective governing documents, and pro-rated for partial periods. For any Sub-Advisory Client, the Adviser is not entitled to receive any management fees or compensation. Incentive Allocation for the Adviser. Additionally, the general partner of the Fund, or other affiliate of the Adviser, (the “General Partner”) may be eligible to receive an incentive or performance allocation from a Fund based on a percentage of net capital appreciation (both realized and unrealized) during each yearly measurement period (the “Incentive Allocation”), subject to a high water mark. The Adviser expects the Incentive Allocation to be between 15% and 22.5% of net capital appreciation of the Fund. The compensation described above is the Adviser’s typical compensation rates. However, Management Fee and Incentive Allocation rates may be negotiable. The Adviser has the right to enter into agreements with one or more Fund investors to waive or modify certain terms of the offering of a Fund’s interests, or certain rights and obligations of Fund investors, including compensation, otherwise applicable to such interest(s), in each case without notice to the Funds’ other investors. Management Fees for SilverArc Private Capital. The Relying Adviser generally receives a Management Fee up to 2% of capital commitments during the investment period. However, the Management Fee may be reduced for certain investors in particular circumstances, as set forth in the Governing Documents for each respective Fund. This Management Fee is payable quarterly in advance by limited partners in the Funds. The Management Fee will cover all ordinary administrative and overhead expenses including salaries, rent and office equipment. The precise amount of, and the manner and calculation of, the Management Fees for each respective Fund is governed and disclosed in the Governing Documents. Carried Interest Fees for SilverArc Private Capital. In terms of performance-based fees, 20% to 30% of the Relying Adviser’s Funds’ net investment proceeds are allocated as “carried interest.” However, the carried interest may be reduced for certain investors in particular circumstances, as set forth in the Governing Documents for each respective Fund. Carried interest will be subject to certain adjustments and reserves as stated in more detail in each of the Relying Adviser’s respective Fund Governing Documents. All carried interest are distributed to the General Partner, SilverArc Private Capital I, LP. In addition, certain limited partners that may qualify as an Early Close Investor (as defined below), are eligible for (i) a 10% reduction of the Carried Interest with respect to such Early Close Investor and (ii) a 10% reduction of the Management Fee payable by such Early Close Investor.

An “Early Close Investor” is any limited partner that makes a capital commitment to such Fund that is accepted by the general partner on or before November 30th, 2024, subject to the extension or early termination of such period in the sole discretion of the general partner (such period, the “Early Close Date”); provided, that, a limited partner shall only be treated as an Early Close Investor with respect to a capital commitment accepted by the general partner on or before the Early Close Date and any subsequent capital commitment by such limited partner shall not be entitled to such benefits. B. The Management Fee and the Incentive Allocation for the Adviser are proportionally adjusted for capital contributions or directly deducted from the capital account balances of fee-paying investors in the Funds. SilverArc Private Capital directly deducts all applicable fees from the respective Funds’ assets. The management fees are typically funded with capital contributions drawn for such purpose, but are also permitted to be funded with, or withheld from, proceeds from investments. Carried interest distributions generally will be distributed from time to time upon the disposition of investments by a respective Fund and are distributed in accordance with the terms of the Offering Documents. C. Each Fund bears its own legal and other organizational expenses incurred in the formation of the Fund (the “Organizational Expenses”) up to an aggregate amount agreed upon in the Fund’s Governing Documents. In the General Partner’s sole discretion, certain Organizational Expenses may be amortized over a period of up to 60 months from the date the Fund commences its investment activities. The operating and administrative expenses that are borne by each Fund or SMA client are outlined in the applicable LPA or SMA agreement. SilverArc Private Capital will mainly be responsible for all expenses incurred by or on behalf of SilverArc Private Capital (including, without limitation, organizational costs of SilverArc Private Capital (including, without limitation, legal, accounting, travel and placement agent fees and expenses), operating and administrative expenses, litigation and indemnification expenses, payment of salaries to SilverArc Private Capital employees, operating deficits, third party fund administration costs, and all other liabilities and obligations incurred by SilverArc Private Capital as well as any other amounts set aside for the restoration, increase or creation of reasonable reserves therefor). Situations could arise where certain costs may be charged to other SilverArc entities and reimbursed. To the extent that any of the operating and administrative expenses relate to the operations of one or more Funds or accounts managed by the General Partner or any of its respective affiliates, the General Partner will attempt to allocate such expenses based on a good faith determination of the relative benefits of such expenses to all such funds and accounts benefiting from such expense. D. The Adviser collect fees quarterly and in advance. If the advisory contract is terminated before the end of the billing period, the Adviser will issue a pro-rated refund. SilverArc Private Capital collects fees quarterly. E. Other than as described above, neither the Adviser nor any of its supervised persons receive any compensation from the sale of securities or other investment products.

A. The Adviser’s principal investment objective is to seek to maximize total return for the Clients primarily through the capital appreciation of their investments. In attempting to achieve its investment objective, the Adviser expects to invest in, hold, sell, sell short and trade equity securities, equity derivatives, exchange traded funds (“ETFs”), ETF derivatives and PIPEs (private investment in public equities). The Adviser may also engage in other financial instruments including, but not limited to, currency swaps for hedging purposes. In addition, the Relying Adviser, SilverArc Private Capital’s investment objective is to realize significant long-term capital appreciation by constructing a portfolio of direct, privately negotiated venture capital and growth equity investments in early-stage biotechnology companies. Generally, the Adviser expects to target a diverse blend of investments within the broad healthcare industry and its various segments. The majority of the Clients investment capital is expected to be invested in drug companies (biotechnology companies, specialty pharmaceuticals, drug manufacturers and other pharmaceutical companies), but the Adviser also expects to invest in companies within other segments of healthcare industry including, but not limited to, medical device companies, medical diagnostic companies and other life sciences companies. Geographically, the Adviser expects to focus a majority of its investments in companies based or with substantial operations in the United States, but also plans to invest on a global basis in companies based or doing business in other developed markets. The Adviser may also make investments in companies in less developed markets on an opportunistic basis. The Adviser expects to use various investment strategies and techniques to achieve the Clients investment objective. Among others, three anticipated investment strategies include: (i) precatalyst events, (ii) post-catalyst entries and (iii) long-term positions. Pre-catalysts events refers to taking a long or short position(s) in a specific equity security, group of related equity securities, ETFs and/or derivative instruments ahead of anticipated events affecting a company or segments of the healthcare industry, which is expected to move the price of the securities of or other financial instruments referencing that company or group of companies. Such positions may be taken on a stand-alone basis or in the context of the Clients’ overall portfolio. Post-catalyst entries include taking long or short positions after the announcement or occurrence of major events, when in the Adviser’s opinion the change in the price of the securities of the company(ies) affected thereby are not commensurate with the announcement, event, news or other conditions. Long-term positions include long or short investments that the Adviser expects to cause the Client to hold for an extended duration of time based on longer-term investment themes or trends, although the Adviser may cause the Client to, at times, increase exposure to, decrease exposure to or exit completely and then re-enter such positions as market fluctuations or other factors dictate. The Adviser may also employ various hedging and risk-mitigation strategies to optimize the risk-reward profile of individual investment positions or the Client’s portfolio as a whole, which may include exposure to securities and derivatives not specifically focused on the healthcare industry. The Advisor may utilize additional strategies or forego any of the above strategies, if it believes it is in the best interests of Clients. The substantial majority of the Clients’ investments will be in securities listed on exchanges. In addition, the Adviser may also acquire warrants and options that are not listed on an exchange. The Adviser can also invest in private transactions. The time horizon of the Clients’ investment positions may be as short as a fraction of a second, or as long as several years.

The Adviser generally expects to limit the size of any investment in the securities of a company to 10% of a Fund’s net asset value, determined at the time the position is initiated or increased (without regard to subsequent fluctuations in market prices or value); provided that, the Adviser reserves the flexibility to cause the Fund to exceed the foregoing guideline on a short-term basis if, in light of the specific circumstances, the Adviser believes the risk/reward opportunity is warranted. Although the Adviser expects to cause the Funds to take long or short positions in public equity securities, equity derivatives, ETFs, and related financial instruments in accordance with the investment strategies and techniques described above, the Adviser also expects to, from time to time, engage in other investment strategies (either in lieu of or in addition to the strategies described herein) to take advantage of investment opportunities, without notice to the Fund investors. However, the Adviser will provide reasonable notice to the Fund investors if the Fund’s investment objective or the investment strategies used to achieve such objective substantially deviates from those described herein. There can be no assurance that pursuing additional or different investment strategies or techniques will be successful and not result in losses for the Funds. In addition to investing the assets of the Clients to maximize the return of the Clients, to the extent permitted by applicable law, the Adviser may also invest in any asset class or financial instrument including, but limited to, those described above for hedging, portfolio leverage, or any other purpose that the Adviser believes is consistent with the investment objectives of the Clients. Furthermore, SilverArc Private Capital’s overall investment objective is to realize significant longterm capital appreciation by constructing a portfolio of direct, privately negotiated venture capital and growth equity investments in early-stage biotechnology companies. Risks may arise and Fund investors should refer to each Fund’s PPM and other offering materials for additional information about the applicable risks through investment. Investing in securities involves risk of loss that all Clients and their investors should be prepared to bear. B. Clients and potential investors should be aware that investing in securities involves a high degree of risk. There can be no assurance that the Adviser’s investment objectives will be achieved or that an investor will receive a return of its capital. In addition, there will be occasions when the Adviser and its affiliates may encounter potential conflicts of interest in connection with the Clients. The following discussion does not purport to be a complete enumeration or explanation of the risks applicable to the Clients. Clients and potential investors should read the applicable Governing Documents and should consult with their own legal, tax and financial advisors before deciding whether or not to invest.

Investments in Equity Securities The Adviser intends to invest Client accounts primarily in equity securities and equity derivatives. The value of these financial instruments generally will vary with the performance of the issuer and movements in the equity markets. As a result, Client accounts may suffer losses if it invests in equity instruments of issuers whose performance diverges from the Adviser’s expectations or if equity markets generally move in a single direction and Client accounts have not hedged against such a general move. For example, a fund with long equity investments runs the risk that the market prices of those investments will decline. The market price of an equity investment may decline for a number of reasons that directly relate to the issuer, such as poor management performance or reduced demand for its goods or services. It also may decline due to factors which affect a

particular industry, such as decline in demand, or adverse clinical or regulatory changes. In addition, market prices may decline as a result of general market conditions not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. Further, equity investments may be even more susceptible to such events than other types of investments a Client account may make, given their subordinate position in the issuer’s capital structure. As such, equity investments generally have greater price volatility than fixed income and other investments with a scheduled stream of payments, and the market price of equity investments is more susceptible to moving up or down in a rapid or unpredictable manner. If Client accounts purchase equity investments at a discount from their value as determined by the Adviser, the Client accounts run the risk that the market prices of these investments will not appreciate to that value or will decline for a variety of reasons, one of which may be the Adviser’s overestimation of the value of those investments. Equity investments trading at high multiples of current earnings may be more sensitive to changes in future earnings expectations than securities trading at lower multiples. At times when the market is concerned that these expectations may not be met, the market prices of those securities typically fall. The foregoing risks outlined in this section related to equity securities generally are oriented with respect to the Client account’s long portfolio.

Private Transactions The private transaction investments that can be made by the Clients are generally expected to be illiquid. Illiquidity may result from the absence of an established market for such investments, as well as legal or contractual restrictions on their resale, refinancing, or other disposition by the Clients. Dispositions of private transaction investments may be subject to contractual and other limitations on transfer or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms that could be obtained upon any disposition thereof.

Healthcare Companies Healthcare, drug and life sciences companies (each, a “Healthcare Company,” collectively, “Healthcare Companies”) are generally subject to greater governmental regulation than other industries at both the state and federal levels. Changes in governmental policies may have a material effect on the demand for or costs of certain products and services. Generally, a Healthcare Company must receive government approval before introducing new drugs, medical devices or procedures. This process may delay the introduction of these products and services to the marketplace, resulting in increased development costs, delayed cost-recovery and loss of competitive advantage to the extent that rival companies have developed competing products or procedures, adversely affecting the company’s revenues and profitability. Expansion of facilities by healthcare providers is subject to “determinations of need” by the appropriate government authorities. This process not only increases the time and cost involved in these expansions, but also makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare facilities operators and negatively affecting the price of their securities. Certain Healthcare Companies depend on the exclusive rights or patents for the products they develop and distribute. Patents have a limited duration and, upon expiration, other companies may market

substantially similar “generic” products which cost less to develop and may cause the original developer of the product to lose market share and/or reduce the price charged for the product, resulting in lower profits for the original developer. Due to the importance of the products and services of Healthcare Companies and their impact on the health and well-being of many individuals, these Healthcare Companies are especially susceptible to product liability lawsuits. The share price of a Healthcare Company can drop dramatically as a reaction to an adverse judicial ruling or from the adverse publicity accompanying threatened litigation. Some healthcare companies may be levered to one or more drugs or products. An adverse change to those drugs or products may result in meaningful or complete loss of market value for those companies. There may be other risk factors specific to healthcare companies not described herein.

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As described in Item 4, the Adviser provides investment advisory services and sub-advisory services to pooled investment vehicles (i.e., private funds) that are exempt from registration under the Investment Company Act of 1940, as amended, and SMAs. The offering of interests to investors in the Funds are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any U.S. state or any other jurisdiction. The offering of the Funds’ interests is made to U.S. persons in accordance with Regulation D promulgated under the Securities Act by the SEC and to non-U.S. persons in accordance with Regulation S promulgated under the Securities Act by the SEC.

As stated in Item 5 above, the General Partner of the Adviser or any Fund related to SilverArc Private Capital is entitled to receive performance-based fees or allocations from the Clients. These payments, to the extent received, are subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. Performance-based fees, in general, may create an incentive for an adviser or its supervised persons to make investments that are riskier and more speculative than would be the case in the absence of a performance-based fee. Such fee arrangements may also create an incentive to favor higher fee-paying clients over other clients in the allocation of investment opportunities. The terms of the performancebased fees may also give the general partners or managers of the Clients an incentive to make decisions regarding the timing and structure of realization transactions that may not be in the best interests of investors. To address these conflicts of interest, the Adviser has implemented policies and procedures to ensure that all Clients receive equitable and fair treatment over time with respect to the allocation of investment opportunities. Additionally, the Adviser manages each Client in accordance with the investment strategy disclosed in such Client’s Governing Documents to help ensure that investors are aware of the investment strategy and the risks associated with the strategy.

A. Neither the Adviser nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither the Adviser nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, a commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. C. In connection with sponsoring some Funds, an affiliate of the Adviser – SilverArc Capital serves as general partner to each respective Fund(s). In addition, SilverArc Private Capital I, LP serves as the general partner to each respective Fund(s) managed by the other affiliate of the Adviser – SilverArc Private Capital. Furthermore, SilverArc Capital and SilverArc Private Capital I, LP may be eligible to receive an Incentive Allocation and/or Carried Interest. While the Adviser, and both SilverArc Capital and SilverArc Private Capital (the “Relying Advisers”) have been organized as separate legal entities, they collectively conduct a single investment advisory business. Accordingly, the Relying Advisers rely on the Adviser’s investment adviser registration pursuant to Form ADV instructions under the concept of SEC umbrella registration. Other than the Relying Advisers, the Adviser has no relationships or arrangements with any related person listed in the instructions to Item 10.C. that are material to its advisory business or to its clients. Clients and Fund investors are advised to review the relevant Governing Documents for more extensive descriptions of the risks of investing in the Client and the required procedures for resolving conflicts of interest. D. Generally, the Adviser does not recommend or select other investment advisers for its Clients.

A. The Adviser has adopted a written Code of Ethics (the “Code”) designed to address and avoid potential conflicts of interest as required under Rule 204A-1 under the Advisers Act. The Code sets forth a standard of business conduct and compliance with federal securities laws by all of the Adviser’s employees. The Code contains policies and procedures that are reasonably designed to ensure that all personal securities trading by employees of the Adviser is conducted in such a manner as to avoid actual or potential conflicts of interest or any abuse of an individual’s position of trust and responsibility. The Adviser prohibits personal trading on certain securities or instruments guided by location parameters set for each Access Person. For further context, any Hedge Fund Access Persons and Private Equity Access Persons primarily stationed at the Boston office location or any Private Equity Access Persons primarily located outside of the Boston area are subject to separate and specific personal trading requirements; requiring pre-clearance of personal trades in certain circumstances as per the location parameters in place, also including purchases of an IPO or a new private placement; requires periodic reporting of employees’ personal securities transactions and holdings; and requires prompt internal reporting of Code violations. The Adviser has established procedures to prevent the abuse of material, non-public information, which includes procedures for, among other things, the use and maintenance of restricted trading lists. The Adviser has also established explicit information barriers between Hedge Fund Access Persons and Private Equity Access Persons stationed at the Boston office and those Private Equity Access Persons located outside the Boston area. The Adviser’s Code of Ethics is available, upon request, to any Client or prospective Client as well as any Fund investor or qualified prospective Fund investor. Additionally, the Adviser and its related entities may engage in a broad range of activities. In the ordinary course of conducting its activities, the interests of a Client may, from time to time conflict with the interests of the Adviser, other Clients or their respective affiliates. Certain of these conflicts of interest, as well a description of how the Adviser addresses such conflicts of interest, can be found below. In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser will consider various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longerterm courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: (1) A Client will not make an investment unless the Adviser believes that such investment is an appropriate investment considered solely from the viewpoint of such Client; (2) Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the Governing Documents for the Clients; (3) Where the Adviser deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price; and

(4) Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund. Specifically, with respect to conflicts of interest that may arise in connection with its investment activities, the Adviser has adopted written policies and procedures relating to the allocation of investment opportunities, and will make allocation determinations consistently with Client Governing Documents and such policies. The Adviser will not allocate investment opportunities based, in whole or in part, on (i) the relative fee structure or the amount of fees paid by any Client or (ii) the profitability of any Client. B. Neither the Adviser nor any of its related persons currently recommends to Client’s investments in which the Adviser or any related persons have a material financial interest. However, to the extent the Adviser or its related persons may recommend to Clients investments in which the Adviser or any related persons have a material financial interest, the Adviser and its related persons will consider and resolve in the best interests of the Clients any conflicts of interest associated with such recommendations. Fund investors are provided with disclosure related to conflicts of interest in the Fund’s offering documents prior to making capital commitments to the Fund. Additionally, the Adviser enforces a robust Code that generally requires, subject to the terms of a Client’s governing documents, the Adviser and its employees to place the interests of the Clients over their own or those of a related party. It is critical that Fund investors review the Fund’s offering documents for a detailed description of potential conflicts of interest related to an investment in the Fund. The information contained herein is a summary only. C. In connection with sponsoring any Fund, the Adviser and certain of its affiliates have an economic interest in such Fund, the General Partner, or both. The Adviser may, from time to time, recommend a security in which the Adviser, directly or indirectly, has an interest. For instance, Fund assets may be invested in securities of issuers in which one or more other Funds or accounts managed by the Adviser hold positions. Given the likely frequency of such occurrence, Clients will not be provided with notification of such occurrences. This may represent a conflict of interest for the Adviser. The Adviser will disclose to Clients this and any other material conflict of interest which might reasonably be expected to impair the Adviser’s rendering of unbiased or objective investment advice. D. As provided by the Code, the Adviser may not recommend investments to Clients, or make investments for Clients, at or about the same time that the Adviser or its related persons buy or sell the same investments for their own account.

A. The Adviser has complete discretion to determine, subject to each Client’s disclosed investment objectives, policies and strategies, the securities to be purchased or sold and in what amounts, the broker-dealers and other financial intermediaries used in effecting the transactions for the Client, and the commission rates to be paid for such transactions. Brokerage The Adviser selects the broker-dealers and other financial intermediaries used to effect transactions on behalf of the Clients. The Adviser seeks to obtain “best execution” from these broker-dealers based on a variety of factors. In selecting broker-dealers to effect securities transactions, the Adviser may cause the Client to enter into arrangements pursuant to which the Client pays transaction costs in an amount greater than would be incurred if another broker-dealer were used. The Adviser is not required to solicit competitive bids or seek the lowest available commission or transaction costs. The transactions executed by the Clients may be cleared through, and the Clients’ investment instruments may be held by, a number of financial institutions the Adviser selects on terms negotiated with each such financial institution individually. The Adviser does not consider the receipt of investor referrals when selecting broker-dealers to execute transactions. The Adviser does not permit clients to direct brokerage to a specified broker-dealer. All brokerage transactions will be executed through the broker-dealers selected by the Adviser. Soft Dollars Commissions paid by the Clients to brokers may include “soft dollar” research-related goods and services (collectively, “soft dollar items”) used by the Adviser in making investment decisions which include, but are not limited to, research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, certain research services, financial trade publications, statistical and pricing services, discussions with research personnel, consultants and management teams, attendance at industry conferences or seminars, software and databases and other goods and services providing lawful and appropriate assistance to the Adviser in the performance of its investment decision-making responsibilities on behalf of the Clients. To the extent that the Adviser does engage in such “soft dollar” arrangements, the Clients may pay commissions to a broker in an amount greater than the amount another broker might charge. Soft dollar items may be provided directly by brokers and dealers, by third parties at the direction of brokers and dealers or purchased on behalf of the Clients with credits or rebates provided by brokers and dealers. Soft dollar items may arise from over-the-counter principal transactions, as well as exchange traded agency transactions. Where a product or service obtained with soft dollars provides both brokerage and research and brokerage and non-research assistance to the Adviser (e.g., a “mixed use” item), the Adviser will make a reasonable allocation of the cost that may be paid for with soft dollars. Brokers and dealers sometimes suggest a level of business they would like to receive in return for the various services they provide. Actual business received by any broker or dealer may be less than the suggested allocations, but can (and often does) exceed the suggestions, because total transaction volume is allocated on the basis of all the considerations described above. A broker or dealer will not be excluded from executing transactions for a Client because it has not been identified as providing soft dollar items.

The use of commissions or “soft dollars,” if any, generated by the Clients through agency and certain riskless principal transactions to pay for brokerage- and research-related products or services, if any, typically is expected to fall within the safe harbor created by Section 28(e) of the Exchange Act; however, the use of soft dollar services that could be deemed to fall outside the safe harbor but that are consistent with the Adviser’s fiduciary duty to the Clients managed by it is not prohibited if otherwise legally permitted. Under Section 28(e), brokerage- and research-related products or services obtained with soft dollars generated by a Client may be used by the Adviser to service accounts other than the Client. The Adviser will not necessarily only use such services to benefit the Clients that the Adviser manages in proportion to the commissions paid by each Client to the brokers providing such services. Any new soft dollar arrangements with broker-dealers generally will be documented by entering into a soft dollar agreement with the broker-dealer. In addition, the Adviser periodically will review each existing soft dollar arrangement to confirm that the level of commissions paid for items received appears commensurate with the value of such items, and to confirm that soft dollar credit and debit balances remain reasonable. The Adviser’s soft dollar practices as described above will be adjusted to comply with any changes in applicable law. B. If and when managing multiple Clients with similar investment strategies, the Adviser generally will attempt to aggregate multiple orders for the purchase or sale of the same instrument into block transactions, subject to the overall obligation to achieve best price and execution for the Clients.

A. The Adviser does not receive any economic benefit, including sales awards or prizes, from any third party for providing advisory services to its Clients. B. The Adviser does not currently have any formal arrangements directly or indirectly with any person for client or investor referrals. However, the Adviser may, from time to time, enter into an agreement with third-party placement agents. Such agreements provide for compensation to be paid to the placement agent for referring investors to the Adviser’s Funds. Under these agreements, the placement agent will typically receive a percentage of the capital commitments attributable to each investor referred depending upon the specific circumstances. In such cases, details of the arrangement will be provided to prospective investors. Such arrangements will be in accordance with all applicable laws and regulations, including Rule 206(4)-3 of the Advisers Act. Compensation of placement agents will be as determined in a written agreement between the Adviser or its affiliate and the placement agent. Subject to the provisions of the applicable Fund operating agreement, placement agent compensation will be borne entirely by the Adviser and not by any of its Funds nor by any Fund investor.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to client’s evaluation of the adviser or the integrity of adviser’s management. There are no legal or disciplinary events that are material to an evaluation of the Adviser’s advisory services, inclusive of the Relying Advisers, or the integrity of its management as required under this Item.

A. The Adviser maintains comprehensive review procedures for the ongoing monitoring of the securities transactions of its Clients. In connection therewith, the Adviser conducts periodic reviews of all investments held in each Client portfolio. All Adviser investment and operational staff participate in the ongoing monitoring of Client portfolios, although responsibilities vary by individual. These individuals perform intra-day, daily, weekly and monthly reviews of the Clients’ positions regarding performance, risk, volatility, and other statistical analysis. In monitoring a Client’s positions, they ensure (i) the management of investments and capital actions are consistent and comply with attainment of the Client’s investment policy, objectives, and strategy goals, and (ii) the Client’s portfolio is in compliance with legal and regulatory requirements. B. See Item 13.A. above. C. The frequency and nature of reports prepared for Clients varies depending on the type of Client and Client’s requirements and interests. The Adviser’s reporting obligations with regard to SMA clients will be outlined in the applicable investment management agreement. SMA clients will generally receive monthly or quarterly written reports showing portfolio activities and performance on a current and year-to-date basis. As for Fund clients, after the end of each fiscal month, each investor in a Fund is provided with an unaudited account statement that details the Fund’s investment performance. After the end of each fiscal year, each investor in a Fund is provided with audited financial statements, as well as information regarding the status of the investor’s capital account and certain tax reporting information.

The Adviser does not serve as the qualified custodian of any of the assets owned by Clients and does not maintain physical custody of any securities or cash owned by the Clients (other than certain privately offered securities to the extent permitted by the Investment Advisers Act of 1940, as amended, and related SEC interpretive guidance). With respect to the Funds, the Adviser is deemed to have custody, as defined in Rule 206(4)-2 under the Advisers Act, of the assets of the Funds as a result of one or more of its affiliates serving as the general partner of some of the Funds it manages and its ability to remove the directors of some of the other Funds it manages. The Funds are audited annually by an independent accounting firm that is registered and examined by the Public Company Accounting Oversight Board, and audited financial statements are delivered to investors in the Funds within 120 days of the applicable fiscal year-end. The Adviser generally does not have custody of the cash and securities held by SMA clients.

The Adviser has discretionary authority to determine the type, amount, and price of securities and investments to be bought and sold on behalf of each Client, including the selection of, and commissions paid to, broker-dealers. This discretionary authority is subject to terms set forth in the applicable management agreement with each respective Client. Additionally, the Adviser’s discretionary authority is subject to the investment objectives, policies and restrictions as set forth in the governing documents of each respective Client. For the Adviser to assume such discretionary authority, each respective Client must enter into a management agreement prior to the establishment of an advisory relationship granting such authority.

A. The Adviser follows a proxy voting policy to ensure that proxies the firm votes, on behalf of each Client, are voted to further the best interest of that Client. The policy establishes a mechanism to address any conflicts of interests between the Adviser and its Clients. Further, the policy establishes how Clients and the Funds’ underlying investors may obtain information on how the proxies have been voted. The Adviser determines how to vote after studying the proxy materials and any other materials that may be necessary or beneficial to voting. The Adviser votes proxies in a manner that it believes reasonably furthers the best interests of its Clients and their investors and is consistent with the investment philosophy as set forth in the relevant Clients Governing Documents. If a proxy vote creates a material conflict between the interests of the Adviser and a Client, the Adviser will resolve the conflict before voting the proxies. The Adviser will take steps designed to ensure that a decision to vote the proxy was based on the Adviser’s determination of the Client’s best interest. The Adviser maintains records of (i) all proxy votes that are made on behalf of its Clients; (ii) all written requests from each Client or Fund’s underlying investors regarding voting history; and (iii) all responses (written and oral) to such requests. Such records are available to each Client or Fund’s underlying investors upon request. B. See Item 17.A. above.

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