Sirenia Capital Management LP

The Firm is a Delaware limited partnership that was formed in October 2025. The Firm is controlled by its general partner, Sirenia Capital Management GP LLC (the “General Partner”), a Delaware limited liability company. Alex Silverstein, the Firm’s founder and principal (the “Principal”), indirectly owns and controls the Firm through one or more estate planning vehicles and/or other entities that he controls, including the General Partner. The Firm currently advises a private fund of one (the “Investor Dedicated Vehicle”) and a separately managed account (the “SMA”) on a discretionary basis. The Firm also provides discretionary investment management services to a private fund sponsored by the Firm or an affiliate whose investors are all employees or affiliates of the Firm (the “Fund”, and together with the Investor Dedicated Vehicle, the “Funds”). The general partner of the Fund is Sirenia Capital GP LLC, an affiliate of the Firm. The Investor Dedicated Vehicle invests primarily in long and short public equity positions in healthcare and biotechnology companies, and the Fund generally invests alongside the Investor Dedicated Vehicle on a pari passu basis, subject to the considerations described in Item 6. The SMA consists of legacy long public equity investments in healthcare and biotechnology companies and is not expected to make any additional investments, nor reinvest or recycle any proceeds received in the SMA. The Firm also provides non-discretionary investment advisory services to a separate account, which invests primarily in private healthcare and biotechnology companies (the “Non-Discretionary Account”). Please see Item 8 for a summary description of the Clients’ (defined below) investment strategies. The Firm may also provide investment advice to additional private funds or SMAs in the future. References throughout this document to “Clients” refers to the Investor Dedicated Vehicle, the Fund, the SMA, the Non-Discretionary Account and any other private funds or SMAs that the Firm may advise in the future. The descriptions set forth in this Brochure of specific advisory services that the Firm offers to Clients, and investment strategies pursued and investments made by the Firm on behalf of Clients, should not be understood to limit in any way the Firm’s investment activities. The Firm may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Firm considers appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies the Firm 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. Clients will be managed in accordance with their own investment and trading objectives, as described in their respective offering documents, governing documents and investment management agreements, as applicable (collectively, the “Governing Documents”). The Firm does not intend to permit investors in the Fund to impose limitations on the investment activities described in the Fund’s Governing Documents. The Firm does not participate in wrap fee programs. As of April 30, 2026, the Firm managed $4,260,115,721 of regulatory assets under management, all of which are managed on a discretionary basis. The Firm does not manage any assets on a non-discretionary basis.

The Firm collects fees, expenses and compensation, including management fees and performance-based compensation, as applicable, as set forth in each Client’s Governing Documents. Clients and investors are encouraged to carefully review the applicable Governing Documents for detailed information regarding such items. The Firm or an affiliated entity generally will receive performance-based compensation from Clients (the “Performance Fee”). The Investor Dedicated Vehicle The Investor Dedicated Vehicle pays the Firm a monthly management fee in arrears. The Firm or an affiliate is entitled to receive a Performance Fee from the Investor Dedicated Vehicle, generally calculated annually and upon certain reductions in the Investor Dedicated Vehicle’s buying power, as also described in Item 6. The Fund The Fund does not pay any management fee or Performance Fees to the Firm or its affiliates. The SMA The SMA does not pay the Firm a management fee. The Firm or an affiliate is entitled to receive a Performance Fee with respect to defined measurement periods, calculated based on net capital appreciation of the SMA’s assets and, separately, a return component linked to a hypothetical coinvestment by the Firm, each payable upon the conclusion of such measurement periods and upon termination of the account, as also described in Item 6. The Non-Discretionary Account The Non-Discretionary Account does not currently pay a management fee, but the Firm or an affiliate is entitled to receive a Performance Fee upon realization of investments. Expenses Expenses borne by Clients are described in each Client’s Governing Documents. Below is a summary of the expenses expected to be borne by the applicable Client, however Clients should refer to their respective Governing Documents for a complete description of applicable expenses. If there is any discrepancy between the summary below and the Governing Documents, the Governing Documents shall control. The Investor Dedicated Vehicle and the SMA bear their own organizational and operating expenses to the extent set forth in their respective Governing Documents. These expenses may include, without limitation, investment expenses (except for investment research expenses, which shall be borne by the Firm) including, without limitation, transaction expenses including, but not limited to, brokerage commissions, prime broker fees, initial and variation margin, interest and dividend expense, margins, option premiums, brokerage, floor, exchange, and clearinghouse commissions, memberships and fees, custodial and related services fees, bank fees, commitment fees or other finance charges, borrowing charges on securities sold short, clearing and settlement charges, transmission costs and related expenses; expenses related to the valuation of the Investor Dedicated Vehicle and the SMA, respectively, including, but not limited to,

valuation, appraisal, analysis and accounting expenses (including costs associated with any third-party independent valuation or risk analysis provider to the Investor Dedicated Vehicle, the SMA or the Firm), and record keeping and administration fees and expenses (including costs associated with any third-party administrator to the Investor Dedicated Vehicle or the SMA); professional fees and expenses and thirdparty indemnification expenses, including, without limitation, legal and other professional fees and expenses incurred in connection with investments (including in respect of due diligence, negotiation and ongoing monitoring) and trading operations (including, without limitation, trading software and services), legal, accounting (including, without limitation, accounting software, accounting service providers), auditing and tax preparation expenses and D&O and E&O insurance; and taxes and fees including, without limitation, investor-related taxes and any and all taxes and governmental fees or other charges payable by or with respect to or levied against the Investor Dedicated Vehicle or the SMA or that arise in connection with sourcing, making, holding, servicing or selling (or in connection with the proposed sale of) its investments, payable to any federal, state or other governmental authority, domestic or foreign, including any transfer taxes and expenses related to complying with FATCA, CRS or other information sharing requirements or any withholding taxes, and other filing fees and related expenses, including expenses relating to the maintenance of registered offices, blue sky and corporate filing fees and expenses and corporate licensing expenses. The Fund bears its own organizational and operating expenses, including but not limited to expenses related to the research, due diligence and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including the following: third-party investment sourcing fees; fees and expenses related to obtaining research and market data (including any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data, and expenses related to obtaining, processing and analyzing “big data” or “alternative data”); due diligence expenses including consulting and appraisal fees; travel expenses; brokerage, and prime brokerage fees, commissions and expenses; expenses relating to reorganizations, restructurings and workouts; expenses relating to short sales; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees related to financings or refinancings; fees and expenses of proxy research and voting services; and fees and expenses of third-party professionals, including consultants, investment bankers, attorneys and accountants; organizational and reorganizational expenses; and operational expenses, including the following: fees and expenses relating to information technology hardware, software or other technology (including costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory organization or applicable law (including reporting obligations), facilitate and manage the order execution of securities or otherwise manage the Fund or any trading vehicle, such as Bloomberg terminals, portfolio management systems, risk management systems and order management systems; fees and expenses of third-party risk management products, models and services; third-party administrative fees and expenses; fees and expenses of third-party professionals, including consultants, valuation service providers, attorneys and accountants; the costs of any litigation or investigation involving activities of the Fund or any trading vehicle; third-party audit and tax preparation expenses; insurance expenses, including premiums for cybersecurity insurance and liability insurance covering the General Partner, the Firm and the members, partners, directors, managers, shareholders, officers, employees and agents of any of them; fees and expenses (including director registration fees) of the General Partner’s and any trading vehicle’s directors and officers (including any third-party Anti-Money Laundering Compliance Officer, Money Laundering Reporting Officer and Deputy Money Laundering Reporting Officer); costs of preparing and distributing reports and notices; taxes; expenses incurred in connection with negotiating and complying with provisions of any side letters or

similar separate written agreements; fees and expenses related to compliance with the rules of any selfregulatory organization or applicable law in connection with the activities of the Fund or any trading vehicle, including any governmental, regulatory, licensing, filing or registration fees or taxes (including fees and expenses incurred in connection with the preparation and filing of Form PF, Annex IV, Form CPOPQR, Section 13 filings, Section 16 filings and other similar regulatory filings); expenses incurred in connection with the offering and sale of the interests and other similar expenses related to the Fund; extraordinary expenses, including the following: indemnification expenses; fees and expenses incurred in connection with any tax audit by any taxing authority, including any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the Fund or any trading vehicle. The Non-Discretionary Account does not bear any expenses. To the extent that a Client benefits from an item that is chargeable to one or more other Clients, but is not permitted to incur such expense under its Governing Documents, the Firm or an affiliate will bear that Client’s pro rata portion of the expense. The Firm also allocates a portion of certain Clients’ capital to money market funds or exchange-traded funds. In addition to the fees and expenses discussed above, Clients will indirectly incur similar fees and expenses if we invest their capital in such funds, as these funds in turn pay similar fees and expenses to their investment managers and other service providers.

Investment Objective and Strategy The Firm, on behalf of Clients, generally seeks long-term capital appreciation through research-intensive investments in therapeutics-focused companies in the healthcare and biotechnology sectors. The Firm’s investment process includes evaluating scientific and clinical data, drug development pipelines, regulatory

and reimbursement considerations, market size, competitive dynamics, intellectual property, management team and financial condition. Clients may invest in public and private securities and instruments, including U.S. and non-U.S. equities, both long and short, debt securities, PIPEs, other private or structured investments, ETFs, index options and derivatives. The Firm seeks to employ a disciplined investment style and to achieve diversification within its core sectors, with the goal of creating attractive risk-adjusted returns. Although the Firm expects most investments to be in U.S.-organized companies or securities available in U.S. public markets, there is no geographic limitation on potential investments. Clients may from time to time hold or make opportunistic, legacy or de minimis investments outside the Firm’s core sector or geographic focus. The Firm reserves the right to modify its investment strategies from time to time, subject to the applicable Governing Documents. Investing in securities involves risk of loss that Clients and investors should be prepared to bear. Risk Factors An investment with the Firm is speculative and involves a high degree of risk. There can be no assurance that a Client’s investment objectives will be achieved or that Clients will generate positive returns. The Funds impose limitations on investors’ ability to withdraw or transfer their interests or shares, and no secondary market for the Clients’ interests or shares exists or is expected to develop. Clients may lose all or a substantial portion of their investment. The risks described below are not exhaustive and should be read together with the other disclosures in the Governing Documents. Biotechnology Investment Risks The Firm expects to focus on biotechnology, therapeutics, pharmaceuticals, and related healthcare companies. Investments in these sectors may involve specialized scientific, clinical, regulatory, intellectual property, reimbursement, manufacturing, financing and commercial risks. These risks may be difficult to assess, may change rapidly and may cause significant losses, including the loss of most or all of the value of an investment. Companies developing drugs, biologics, diagnostics, medical products or other healthcare technologies often have limited operating histories, limited or no revenues, significant research and development expenses and recurring capital needs. Many depend on a small number of product candidates, approved products, clinical programs, platform technologies, licenses or collaboration arrangements. A delay, failure or adverse development affecting any such asset or relationship may materially impair the company’s prospects. Clinical and product development outcomes are uncertain. Trials or studies may be delayed, modified, suspended or unsuccessful due to safety concerns, insufficient efficacy, enrollment difficulties, protocol changes, endpoint selection, regulatory feedback, manufacturing issues, data-monitoring decisions or other factors. Preliminary, interim, subgroup or externally presented data may not be confirmed in later analyses or final results. Products that appear promising in controlled studies may not demonstrate meaningful clinical or commercial benefit in broader use. Healthcare companies are subject to extensive regulation in the United States and abroad. In the U.S., for example, the FDA may delay review, require additional studies, impose labeling or post-approval

restrictions, issue deficiency letters or decline to approve or maintain approval of a product. Approval in one jurisdiction does not assure approval elsewhere. Products approved on an accelerated, conditional or similar basis may remain subject to additional studies and may lose approval if required benefits are not confirmed. Commercial results for approved products may fall short of expectations. Adoption may depend on physician prescribing behavior, patient access, payer coverage, reimbursement levels, formulary position, utilization management, pricing pressure, competing therapies, product liability concerns, post-market safety findings, sales execution and strategic partnerships. Government price controls, federal drug price negotiation, international reference pricing, changes in reimbursement policy and other legislative or regulatory developments may reduce revenue potential or market opportunity. Intellectual property and exclusivity may be critical to a healthcare company’s value. Patents, licenses, trade secrets, regulatory exclusivity and freedom-to-operate positions may be unavailable, limited, challenged, invalidated, narrowed, designed around, infringed or terminated. Generic or biosimilar competition, competing technologies, failed in-licensing or out-licensing arrangements, or faster innovation by other companies may adversely affect a portfolio company’s business. Certain therapeutics, including biologics and cell or gene therapies, require complex development, manufacturing, quality control, storage, distribution and supply arrangements. Portfolio companies may rely on contract manufacturers, clinical research organizations, collaborators, suppliers, distributors or other third parties that fail to perform as expected. Scale-up issues, facility deficiencies, product defects, input shortages, hazardous-materials handling issues or inability to manufacture at acceptable cost may delay trials, approvals or commercialization. The healthcare sector is highly competitive and capital intensive. Multiple companies may pursue the same targets, mechanisms, indications or markets, including companies with greater financial, technical, regulatory, manufacturing or commercial resources. Smaller healthcare companies may be unable to commercialize products independently, attract partners, recruit key personnel, obtain insurance, expand outside the United States or raise capital when needed. Additional financings may be dilutive, unavailable or insufficient to support ongoing operations. Healthcare and biotechnology securities may be especially volatile around clinical readouts, regulatory decisions, advisory committee meetings, PDUFA dates, scientific conferences, patent developments, financings, reimbursement updates, commercial launches, business development transactions and other events. Investor sentiment toward the life sciences sector may also change quickly. These events may be binary, difficult to predict, difficult to hedge and capable of producing rapid and substantial losses. Investment and Due Diligence Process Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. In the healthcare and biotechnology sectors, due diligence may also involve evaluation of scientific, clinical, regulatory, intellectual property, reimbursement, manufacturing and competitive matters. Before making investments, the Firm will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment, including the time frame in which a particular investment needs to be made and the information available to the Firm.

For example, outside consultants, legal advisors, accountants, scientific experts, clinicians, key opinion leaders, regulatory consultants and other third parties may be involved in the due diligence process, and the Firm may rely on the advice of such parties. However, whether or not known to the Firm at the time, such resources may not be sufficient, accurate, complete or reliable and due diligence may not reveal matters that could have a material adverse effect on the value of an investment. There can be no assurance that the Firm will identify all risks, including accounting irregularities, employee misconduct, fraudulent practices, scientific or clinical shortcomings, regulatory impediments or other matters that may adversely affect an investment. At times, the investment opportunities pursued by Clients require rapid execution, and investment analyses and due diligence, negotiations and decisions by the Firm may be required on an expedited basis. In such cases, the Firm may not have access to detailed information regarding the investment opportunity or an opportunity to diligence or confirm information regarding the opportunity. Therefore, no assurance can be given that the Firm will have knowledge of circumstances that may adversely affect an investment or be in a position to negotiate terms that appropriately address such risks. It frequently is difficult to obtain information as to the true condition of an issuer, and the Firm may rely upon the accuracy and completeness of representations and disclosures made by issuers or their owners in the due diligence process or otherwise in the public filings of such issuer. Moreover, there can be no assurance that attempts to obtain downside protection with respect to assets or companies in which Clients invest will achieve their desired effect, and in certain cases, depending on the type of security or type of issuer, an opportunity may only be available on the basis of limited disclosures, representations, warranties or covenants. The lack of robust information or contractual protections may increase the risk associated with the investment. In countries where generally accepted accounting principles and practices differ significantly from those practiced in the United States, the evaluation of potential investments and the ability to perform due diligence may also be affected. Information available to the Firm, including both general economic and commercial information and information concerning specific enterprises, securities or assets, may be relatively less reliable, detailed or accurate. In addition, for companies that keep accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to express items in terms of currency of constant purchasing power while others do not permit such restatement. Inflation accounting may indirectly generate losses or profits or disguise true losses or profits. Uncertainty of Financial Models and Projections The Firm may use financial models and projections to help analyze potential investments, financings, capital needs and other transactions. Modeled and projected operating results will often be based on management judgments, with adjustments made by the Firm in its discretion. In the biotechnology and therapeutics sectors, such models may include assumptions regarding clinical probability of success, regulatory timing, market size, reimbursement, pricing, competitive dynamics, financing needs and commercialization. These assumptions may prove incorrect, and small changes in assumptions may materially affect investment conclusions. Alternative Data The Firm may use alternative data in its investment process. Alternative data includes datasets from sources such as internet usage, payment records, financial transactions, weather and other physical

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The Firm’s clients are the Funds, the Non-Discretionary Account, and the SMA, as described in Item 4. Investors in Clients must meet certain suitability requirements as set forth in each Client’s Governing Documents. The Governing Documents for each Client set forth the required minimum amounts for investment by investors in such Client. These minimum investment amounts do not apply to investors who are Firm affiliates and may be waived or reduced for any investors in the Firm’s sole discretion.

The Investor Dedicated Vehicle The Firm or an affiliate is entitled to receive a Performance Fee from the Investor Dedicated Vehicle. The Performance Fee is generally calculated annually and upon certain reductions in the Investor Dedicated Vehicle’s buying power. The Fund As stated above, the Fund does not pay any management fee or Performance Fee to the Firm or its affiliates. The SMA The Firm or an affiliate is entitled to receive a Performance Fee from the SMA. The timing and calculation of the Performance Fee includes payments following specified measurement periods and termination of the account. The Non-Discretionary Account The Firm or an affiliate is entitled to receive a Performance Fee from the Non-Discretionary Account. Side-By-Side Management The Firm accepts or may accept performance-based compensation from certain Clients. Performance Fees may create an incentive for the Firm to make investments that are riskier or more speculative than would

be the case under a different compensation arrangement. Performance-based compensation arrangements could also create an incentive for the Firm to favor Clients with performance-based compensation arrangements, or higher performance-based compensation arrangements, when allocating investments. The Firm has implemented and follows procedures designed to ensure that all Clients are treated fairly and equitably over time, such as the Firm’s policy addressing the allocation of investment opportunities. Investments are allocated in accordance with the Firm’s written investment allocation policy, and not based on any performance-based compensation. Specifically, the Investor Dedicated Vehicle and the Fund generally trade on a pari passu basis, except as set forth in the applicable Governing Documents, including without limitation, when pari passu treatment is impracticable or inappropriate based on relevant facts and circumstances, including available capital or buying power constraints, subscriptions or redemptions and the timing thereof, ramp-up or portfolio construction considerations, differing risk, liquidity, legal or tax constraints, trading restrictions, and positions or instruments that cannot readily be divided (e.g., odd lots, warrants, or subscription rights). The SMA pursues a different mandate. Specifically, it is not expected to make new investments, reinvest proceeds or recycle capital. Accordingly, the SMA is not expected to divest on a pari passu basis with the Investor Dedicated Vehicle or the Fund. The Non-Discretionary Account also pursues a different mandate from the Funds and from the SMA. It primarily makes investments in private companies. Accordingly, the Non-Discretionary Account is not expected to invest on a pari passu basis with the Funds or the SMA. At times, the Non-Discretionary Account will hold public securities (e.g., due to the IPO of a portfolio company), and conflicts regarding the trading of such positions are described in Item 11. In addition, because the management fee and Performance Fees are generally expected to be based on their net asset values, the Firm will have a conflict of interest in valuing assets held by Clients. To mitigate this conflict, the Firm has implemented and follows documented valuation policies and may consult with administrators, auditors, pricing services, valuation providers and other third-party service providers, as appropriate.

As described above, an affiliate of the Firm, Sirenia Capital GP LLC, serves as the general partner of the Fund. The Firm or one or more affiliates may serve as general partner, managing member, investment manager, sponsor or similar control person to Clients or related investment vehicles. These relationships create conflicts of interest because the Firm or its affiliates may receive fees, allocations, reimbursements, indemnification or other benefits from such Clients or related vehicles. The Firm seeks to address these conflicts through disclosure and written policies and procedures. Broker-Dealer Registration Status. The Firm 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 brokerdealer. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status. The Firm and its management persons are not registered as and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. Material Conflicts of Interest Relating to Other Investment Advisers. The Firm does not recommend or select other investment advisers for Clients.

Code of Ethics Overview The Firm has adopted a Code of Ethics, which is designed to help ensure that the Firm conducts its business in accordance with all applicable laws and regulations and in an ethical and professional manner. In addition, the Firm’s Code of Ethics sets forth standards of conduct for its employees to ensure that they conduct business on the Firm’s behalf in a manner that enables the Firm to fulfill its fiduciary duty to its Clients.

Among other things, the Firm’s Code of Ethics: (i) governs personal trading by the Firm’s employees, (ii) contains the Firm’s policies with respect to gifts and entertainment, (iii) contains the Firm’s policies regarding certain outside activities of its employees, and (iv) sets forth the manner in which employees may report violations of law or the Firm’s policies and procedures. The Firm will provide a copy of its Code of Ethics to any Client or prospective Client upon request. Principal and Cross Transactions The Firm does not anticipate engaging in principal transactions or cross transactions. Any such transactions, if permitted in the future, would be conducted in accordance with the Firm’s written policies and procedures and applicable law, including the Firm’s fiduciary duty and Section 206(3) of the Advisers Act (as necessary). Personal Trading Policy The Code of Ethics permits certain personal securities transactions subject to restrictions designed to address potential conflicts of interest and to seek to ensure that employees act in accordance with their positions of trust and responsibility. Among other things, the Code of Ethics requires employees to obtain pre-clearance from the Chief Compliance Officer (“CCO”) prior to engaging in any transactions in “Reportable Trading Instruments” (as defined in the Firm’s Code of Ethics and generally inclusive of “reportable securities” as defined by Rule 204A-1 under the Advisers Act) other than transactions in municipal bonds and “Broad-Based ETFs”, which is defined in the Firm’s Code of Ethics to include exchange-traded funds with no component security comprising more than ten percent of the exchangetraded fund’s weighting. Employees are generally prohibited from engaging in transactions in individual public securities of any issuer in the biotechnology and pharmaceuticals subsectors (as defined in the Code of Ethics). Under certain circumstances, employees may make venture capital or private equity investments in healthcare and biotechnology companies separate and apart from the Firm’s Clients. Employees may become aware of such opportunities as part of their role in providing investment advice to the Firm’s Clients. Such investments are pre-cleared with the CCO (as are all private placements, for the avoidance of doubt) and reviewed by the CCO for potential conflicts of interest with the Firm’s advisory activities. Additionally, employees are required to provide the CCO with periodic reporting relating to their trading activity and personal accounts. The Firm’s policies relating to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee. Co-Investment Opportunities The Firm and its affiliates, from time to time, may offer one or more Client investors and other third-party investors (including the Firm, the General Partners, and any affiliated entities, including all such entities’ respective members, partners, officers or employees) the opportunity to co-invest with Clients in particular investments. The Firm may offer such co-investment opportunities when the size of the opportunity exceeds the amount of capital that the Firm or its affiliates believe should be invested by Clients, or when the opportunity is otherwise not appropriate for Clients, as determined by the Firm. The Firm is not required to offer co-investment opportunities to any Client investor, and no Client investor will be entitled (or obligated) to participate in such an opportunity by reason of being an investor in one

or more of the Clients. The Firm’s decision to offer (or not offer) co-investment opportunities to any Client investor will be made in the Firm’s sole discretion, as applicable. The Firm will offer co-investment opportunities to Client investors and/or other third-party based on factors such as, but not limited to, the nature of the opportunity, speed of execution required, tax considerations, such persons’ familiarity with, capability and history of making similar investments (including successfully consummating prior coinvestment opportunities with the Firm) or ability to consummate co-investment opportunities generally and in a meaningful size, such person’s prior expressions of interest in making similar investments, the ability of such persons to generate future investment opportunities or provide other benefits to Clients and/or the Firm and/or to provide analytical and market advice or other expertise that may be valuable to Clients, and other factors deemed by the Firm and its affiliates to be relevant. The Firm has a conflict of interest when determining which Client investors, if any, to offer co-investment opportunities. Participation or Interest in Client Transactions Employees, principals, partners and members of the Firm are permitted to invest in Clients and will have access to information that is not available to other investors and/or will have access to information on a timelier basis than other investors. This may raise potential conflicts between and among the Firm, its personnel, such Client, and the Clients’ underlying investors. Additionally, the Firm and such persons will have an incentive to favor accounts in which they have a more proprietary interest, including in the allocation of investments, time and attention. The Firm takes reasonable steps to manage these conflicts and to prevent the misuse of material information about Clients and their investments. There are expected to be instances where a Client makes an investment into a private company or other asset in which an employee of the Firm has previously made a personal investment. This presents a conflict of interest where the Client’s investment results in an increase in the value of the employee’s personal investment. Additionally, employees of the Firm may be permitted to invest in the securities of companies in which the Clients declined to invest or in which the Clients were otherwise unable to invest. In such instances, the Firm’s employees may benefit from the research and diligence done on behalf of the Clients and for which the Clients ultimately bore the expense. In order to seek to minimize the conflicts, the Firm’s personal trading policies and procedures require pre-approval of private securities transactions. Additional Firm Clients The Firm currently provides investment management services to the Clients and, in the future, expects to provide investment management services to additional clients, including other collective investment vehicles or separate accounts established primarily for third-party investors and/or Firm affiliates. New Clients may or may not employ investment strategies that are similar to, overlapping with, or competing with the investment strategies of the existing Clients, which could conflict with the activities and strategies of existing Clients and affect the prices and availability of the securities and instruments in which existing Clients invest. Furthermore, existing and future Clients may share personnel and resources with the current Clients. The Firm is not required to seek Client or investor consent or grant Client or investors withdrawal rights prior to the formation or engagement of any new Client. In connection with the formation or engagement of any new Client, the Firm may utilize information regarding the portfolios and performance of Clients or particular investment team members for evaluation, marketing, or other purposes.

Selection of Brokers The Firm has discretionary authority to manage certain of its Clients, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used and commissions or markups and markdowns paid. The Firm follows internal policies and procedures, the Governing Documents, and each Client’s investment guidelines. Certain Client Governing Documents require the Firm to use, obtain approval for, or operate within brokerage, custody, prime brokerage, counterparty or trading relationships established or approved by Client, an investor or an affiliate of an investor. These arrangements may limit the Firm’s discretion to select brokers or counterparties for such Client. In such circumstances, there may be a resulting price or execution disadvantage to the Client. Specifically, such arrangements may impair the Firm’s ability to obtain best execution; impact such Client’s ability to receive the efficiencies of aggregated orders, and may cause execution to occur at different times for different Clients. The Firm has an obligation to seek to obtain “best execution” for Clients with respect to their trading activity. Best execution generally includes the execution of Client trades at the best net price considering all relevant circumstances. However, the Firm need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. The Firm seeks best execution with respect to Client transactions, taking into account various factors. Such factors are expected to include, among others: the ability to obtain favorable prices, speed and accuracy of execution, market expertise and access to liquidity, minimization of market impact or slippage, the ability of a broker to maintain confidentiality about the Firm’s transactions, and the range and quality of services provided and products offered (e.g., research services, market data, news and quotation services, publications and corporate access). Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. The Firm has not committed to provide any level of brokerage business to any broker, and actual brokerage business received by any broker may be less than the suggested allocations but can (and often does) exceed the suggestions, because total brokerage is allocated based on all the considerations described above. The Firm periodically evaluates, among other things, the execution that it receives from brokers. In conducting its evaluation, the Firm considers the factors listed above, a post-hoc analysis of brokers’ execution and a review of any known or perceived conflicts of interests (e.g., gifts and entertainment from brokers or directing commissions to a broker that employs a family member of one of the Firm’s employees). Research and Other Soft Dollar Benefits Although the Firm does not currently use any formal commission sharing arrangements, from time to time, the Firm pays broker-dealers commissions for effecting client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. These soft dollar arrangements create a potential incentive for the Firm to select a broker based on the Firm’s interest in receiving such additional products or services, rather than on its Clients’ interests in

receiving the most favorable execution. Further, soft dollar arrangements pose a possible conflict of interest for the Firm in that such arrangements potentially allow the Firm to pay expenses with Client commissions that would otherwise be borne by the Firm. When utilizing soft dollar arrangements, the Firm complies with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under this provision, in exercising the Firm’s discretionary authority to select or arrange for the selection of brokers for execution of transactions for its Clients, and, subject to the Firm’s duty to obtain best execution, the Firm may consider the value of research and brokerage products and services provided by such brokers. Accordingly, if the Firm determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, a Client may pay commissions to such broker in an amount greater than the amount another broker might charge. Research provided by such brokers may be used to service all Clients and not exclusively in connection with the management of Clients that generated the particular soft dollar credits. Where a product or service obtained with Client commission dollars provides both research and nonresearch assistance to the Firm, the Firm will make a reasonable allocation of the cost which may be paid for with Client commission dollars. The Firm also executes transactions on behalf of Clients with brokers that provide the Firm with access to bundled services. To the best of the Firm’s knowledge, these services will generally be made available to all institutional investors doing business with such broker. These bundled services will be made available to the Firm on an unsolicited basis and without regard to the rates of commissions charged or paid by the Funds or the volume of business that the Firm directs to such brokers. Brokerage for Client Referrals The Firm does not commit, promise or direct brokerage to any broker-dealer as compensation for referring Clients, investors or prospective investors to the Firm or any Client, and no broker-dealer is entitled to receive brokerage on that basis. Consistent with its duty to seek best execution, the Firm may consider a range of execution and brokeragerelated factors, including execution quality, access to liquidity, confidentiality, commission rates, operational capabilities, research, market data and corporate access. The Firm may receive capital introduction or similar services from broker-dealers, which may create a conflict of interest because the Firm could have an incentive to use a broker-dealer based on those services rather than solely on execution-related considerations. The Firm seeks to address this conflict through its brokerage, soft dollar and best execution policies and procedures, including periodic review of broker relationships, commission usage, execution quality, soft dollar arrangements and potential conflicts of interest by the Firm’s Best Execution Committee. Allocation of Investments and Private Investments The Firm will seek to allocate investment opportunities among Clients fairly and equitably, to the extent practical and consistent with each Client’s investment strategy, but is not required to make the same investment available to all Clients. Clients may have similar or conflicting objectives, strategies, positions,

liquidity needs, financing terms, tax or regulatory considerations, or governing document requirements, which may result in different advice, trading decisions, portfolios and returns. Conflicts may arise where multiple Clients invest in the same issuer, including at different stages or through different vehicles. The Non-Discretionary Account’s investment program is currently limited to private issuers and may conflict with the Funds or SMA, particularly where a private investment becomes publicly traded following an IPO or other liquidity event. In those circumstances, the Firm may sell, reduce or hold an investment for one Client while taking a different action for another Client, including for reasons such as differing strategies, portfolio rebalancing, liquidity needs, realization requirements, lock-ups or other Client-specific terms. Such activity may adversely affect the price, liquidity or value of securities held by other Clients and may cause Client performance to vary significantly. A Client may also be subject to legal, regulatory or contractual restrictions arising from another Client’s investment in the same issuer. For example, a lock-up agreed to in connection with a private investment may restrict a Client’s ability to dispose of publicly traded securities acquired in an IPO or otherwise. Aggregation of Orders Aggregation opportunities for the Firm generally arise when more than one Client purchases or sells the same investment on the same day. To the extent that an investment is purchased or sold for more than one Client, the Firm will generally aggregate orders for such investment unless aggregation is not consistent with its duty to seek best execution or the terms of the investment guidelines and restrictions applicable to Clients. Each Client that participates in an aggregated order will receive the average price with transaction costs shared pro rata based on each Client’s participation in the transaction. When an aggregated order is only partially filled, the Firm will allocate the investment pro rata in accordance with its intended allocation. Trade Errors While the Firm will seek to take certain precautions to reduce the risk of Clients experiencing trade errors (each, a “Trade Error,” as defined in the Firm’s policies and procedures), given the volume and frequency of trades for Clients, Trade Errors may occur. As a result of the applicable provisions of the Governing Documents, Clients (and not the Firm) will benefit from any gains resulting from Trade Errors. Clients will also be responsible for any Trade Error losses, unless such losses resulted from a Trade Error caused by the Firm’s failure to act within the standard of care or exculpation and indemnification provisions of the Governing Documents. In addition, because the Firm determines whether any Trade Error occurred and whether the Firm has acted within the applicable standard of care or exculpation and indemnification provisions, any such determination presents an inherent conflict of interest.

Other than the products and services that the Firm receives from broker-dealers (described above in Item 12), the Firm does not receive any economic benefits from third parties in connection with the provision of investment advice to Clients. The Firm does not compensate any third-party placement agents or solicitors for introductions to potential investors or Clients.

There are no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of the Firm’s advisory business or its management.

Review of Accounts Clients’ portfolios are reviewed, and their performance is analyzed, by the Principal on a regular basis. In addition, the Principal and the CCO regularly review applicable Clients’ portfolios to confirm that the securities held by Clients remain consistent with their investment strategies, objectives and guidelines. A review of a Client account may be triggered by any unusual activity, special circumstances or changing market conditions.

Reporting On an annual basis, the Firm provides, or will provide, the Funds’ investors with a copy of the applicable Fund’s audited financial statements and, if applicable, a statement of taxable income (Schedule K-1). The Investors in the Funds, the SMA and the Non-Discretionary Account receive reporting in accordance with the Governing Documents, which may include position-level transparency, trade files, performance information, valuation information, tax information and other reports.

For purposes of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), the Firm is deemed to have custody over the Fund’s and Investor Dedicated Vehicle’s funds and securities. In accordance with the Custody Rule, (i) the Fund and Investor Dedicated Vehicle are respectively audited by an independent public accountant that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board, (ii) the Fund’s and Investor Dedicated Vehicle’s audited financial statements are prepared in accordance with U.S. generally accepted accounting principles, and (iii) the Firm delivers, or will deliver, such annual audited financial statements to investors within 120 days after the end of the Fund’s and Investor Dedicated Vehicle’s fiscal year. The Firm does not have custody of the funds and securities it manages for the SMA or the NonDiscretionary Account.

The Firm has discretionary authority to manage securities and other investments on behalf of its Clients, except the Non-Discretionary Account. Investors will generally not be able to place any limits on the Firm’s investment authority beyond the limitations set forth in the Fund’s Governing Documents. Under certain circumstances, the Firm contracts with Clients to adhere to risk and/or operating guidelines imposed by such Clients, which are negotiated on a case-by-case basis. With respect to the Investor Dedicated Vehicle, the Firm manages assets subject to certain risk, leverage and trading parameters established in consultation with the investor in the Investor Dedicated Vehicle.

The Firm has voting discretion over Clients’ securities, except for the Non-Discretionary Account. Clients generally are not able to direct their votes in a particular situation. The Firm has adopted proxy voting policies and procedures, which are summarized below.

The Firm retains an independent third-party proxy voting service (the “Proxy Service”) to: (i) monitor proxy votes pertaining to portfolio securities, (ii) provide research and recommendations on such votes, (iii) cast such votes in accordance with the Firm’s instructions, and (iv) maintain records with respect to such votes. The Firm’s policy is to vote proxies according to the Proxy Service’s recommendations unless the Firm determines that it is in the best interest of a Client to depart from such recommendations. The Firm may take into account the following factors, among others, in determining if a specific proposal is in the best interests of a particular Client: (i) management of the issuer’s views and recommendations on such proposal, (ii) whether the proposal may have the effect of entrenching existing management and/or making management less responsive to shareholders’ concerns (e.g., instituting or removing a poison pill, a classified board of directors, or other anti-takeover measures), and (iii) whether the Firm believes that the proposal will fairly compensate management for its and/or the issuer’s performance. The Firm will abstain from voting or affirmatively decide not to vote if the Firm determines that abstaining or not voting is in the best interests of Clients. Conflicts of interest may arise between the interests of Clients, on the one hand, and the interests of the Firm, its employees or other related persons, on the other hand. If the Firm determines that it may have, or is perceived to have, a conflict of interest when voting proxies, the Firm will take steps to address the conflict, including but not limited to: relying exclusively in making its voting decision on the Proxy Service’s recommendation; delegating the voting decision for such voting decision to an independent third party; delegating the voting decision to an independent committee of partners, members, directors or other representatives of the Clients, as applicable; informing the Clients of the conflict of interest and obtaining consent (majority consent in the case of the Fund) to vote the proxy as recommended by the Firm; or obtaining the approval of the decision from the CCO and third-party legal advisors. Upon request by a Client, the Firm will disclose to such Client how it voted proxies for securities owned by such Client. The Firm will also provide a copy of its proxy voting policies and procedures to Clients upon request.

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