Perceptive Advisors: investment adviser

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

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

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

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

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

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

The Perceptive Life Sciences Funds An affiliate of the Advisor is entitled to receive performance-based compensation in the form of an incentive allocation between 18%-25% of the appreciation in the net asset value of an investor’s capital account, depending on the redemption rights of the capital account. This performance fee is subject to a high-water mark. The Advisor or its affiliate, in its sole discretion, may waive or reduce the performance fee for any investor. The Credit Opportunities Funds An affiliate of the Advisor is entitled to receive incentive distributions (carried interest) from the Credit Opportunities Funds based on the net cash proceeds distributed to investors by the Funds. The calculation

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

The Advisor requires Fund investors and co-investors to make representations concerning their financial sophistication, eligibility to invest, and ability to bear the risk of loss of their entire investment. The Advisor may, in its discretion, accept investors on terms that differ from those offered to other investors, including through side letters or other arrangements, as permitted by the relevant Governing Documents.

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

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

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

The Client Accounts’ Investments may be Leveraged. Certain of the Client Accounts invest and trade on a leveraged basis (i.e., where the security can be purchased by putting up only a portion of the instrument’s face value and borrowing the remainder (margin)). Although the use of borrowed money to purchase securities will permit the Client Accounts to make investments in an amount in excess of the Client Accounts’ capital, it also will increase the Client Accounts’ exposure to losses. Thus, a relatively small price movement in such an investment may result in immediate and substantial loss to the Client Accounts. Like other leveraged investments, the Client Accounts’ transactions may result in losses in excess of the amount invested. Moreover, the Client Accounts will incur interest charges in servicing the leverage, which charges may be substantial. Short Sales. Certain of the Client Accounts engage in significant short selling activities (i.e., the sale of a security which the Client Accounts do not own for the purpose of taking advantage of an anticipated decline in price by purchasing the same security at a later date) in which there is no limit to the amount of potential loss. The extent to which the Client Accounts will engage in short sales will depend upon the Advisor’s investment strategy and perception of market direction. The Client Accounts will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Client Accounts cover their short positions (i.e., purchase the security to replace the borrowed security). The Client Accounts will realize a gain if the security declines in price between these dates. A short sale involves the theoretically unlimited risk of an increase in the market price of the security. Although the use of short sales can substantially improve the return on invested capital, their use also may increase any adverse impact to which the investment portfolio of the Client Accounts may be subject. Gains and losses on short sales generally are treated as short-term capital gains and losses for tax purposes. Concentration of Investments. There is generally no limit on the amount of each Client Account’s assets that can be invested in any particular position or strategy, except as set forth in that Fund’s Governing Documents. In fact, the Advisor’s approach will emphasize securities of the companies in the biotechnology industry and may at times emphasize particular sectors of the healthcare industry. Accordingly, a loss in any single position or strategy could materially reduce the assets of a Client Account. In addition, the value of a Client Account’s investment positions may be subject to decreases as a result of general economic conditions and/or the adverse effect upon the companies of which the Client Account owns stock. Trading in Small Capitalization Markets. Certain of the Client Accounts invest a portion of their assets in securities of companies with small market capitalizations that may not be well known to the general public and have limited trading volumes. Some of these companies will have been in operation for fewer than three years. This trading may entail more risk than investments in companies with higher market capitalizations, because of increased volatility and trading liquidity. Investments in Mid-Cap Companies. Certain of the Client Accounts invest in mid-cap companies, which involves a substantial degree of risk. These Client Accounts could lose their entire investment in a portfolio company. As compared to larger companies, mid-cap companies may face the following situations: a shorter operating history; limited product lines, markets and financial resources; more dependent on a smaller management group; smaller market shares; less predictable operating results; engaged in rapidly changing businesses; dependent on products subject to a greater risk of obsolescence; subject to other factors that could cause such companies to be affected to a greater extent by general economic trends and specific changes in markets, products and technology, and to be more vulnerable to the actions of competitors; or subject to less regulation (including because such companies are generally more likely to be privately held).

Options Trading. An option on a security gives the purchaser of the option the right but not the obligation to take a position at a specified price (the “striking,” “strike” or “exercise” price) in a security. A “call” option gives the purchaser the right to buy the underlying security, and the purchaser of a “put” option acquires the right to take a sell position in the underlying security. The purchase price of an option is referred to as its “premium.” The seller (or “writer”) of an option is obligated to take a position at a specified price opposite to the option buyer if the option is exercised. Thus, in the case of a call option, the seller must be prepared to sell the underlying security at the strike price if the buyer should exercise the option. A seller of a put option, on the other hand, stands ready to buy the underlying security at the strike price. Both the purchasing and selling of call and put options entail risks. Although an option buyer’s risk is limited to the amount of the original investment for the purchase of the option, an investment in an option may be subject to greater fluctuation than is an investment in the underlying securities. In theory, an uncovered call writer’s loss is potentially unlimited, but in practice the loss is limited by the term of existence of the call. The risk for a writer of a put option is that the price of the underlying security may fall below the exercise price. Over-the-Counter Trading. Securities that may be purchased or sold by the Client Accounts will include instruments not traded on an exchange. Over-the-counter options, unlike exchanged-traded options, are two party contracts with price and other terms negotiated by the buyer and seller. The risk of nonperformance by the obligor on such an instrument may be greater and the ease with which the Client Accounts can dispose of or enter into closing transactions with respect to such an instrument may be less than in the case of an exchange-traded instrument. In addition, significant disparities may exist between “bid” and “asked” prices for securities that are not traded on an exchange. Securities not traded on exchanges are also not subject to the same type of government regulation as exchange-traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with such transactions. To the extent that the Client Accounts engage in these transactions, the Client Accounts must rely on the creditworthiness of their counterparty. The Markets and Securities Traded by the Client Accounts May Be Illiquid. At various times, the markets for securities purchased or sold by the Client Accounts may be “thin” or illiquid, making purchase or sale of securities at desired prices or in desired quantities difficult or impossible. It may not always be possible to execute a buy or sell at the desired price or to close out an open position, either due to market conditions, daily price fluctuation limits or speculative position limits. Particularly, there is a very limited market for, and substantial restrictions on, the resale of privately-traded securities. In addition, investors in privately-traded securities typically have certain registration rights with respect to the registration of such securities at a later date, but the exercise of these registration rights is dependent upon various conditions. There is no assurance that these conditions will occur or that these registration rights will otherwise be exercisable. Illiquid securities may have to be held for a substantial period of time because of market or industry conditions, the development stage at which they were purchased, or legal restrictions on resale. The valuation of illiquid securities will be in the Advisor’s discretion. Turnover; Excessive Trading Risk. Certain of the Client Accounts’ capital will primarily be invested and traded on the basis of short-term market considerations. The portfolio turnover rate of those investments may be significant, potentially involving substantial brokerage commissions and fees. These commissions and fees will reduce the Client Accounts’ profits. Trading on Non-United States Exchanges. Certain of the Client Accounts invest and trade on exchanges and with counterparties located outside the United States, where the protections provided by SEC regulations do not apply. In the case of trading or investing by the Client Accounts in non-U.S. markets or with non-U.S. counterparties, the Client Accounts will be subject to the risk of the inability of or refusal by their counterparties to perform with respect to their contracts with the Client Accounts and the difficulties

of enforcing contractual obligations subject to non-U.S. law. The Client Accounts also may not have the same access to certain investments and opportunities as do various other participants in non-U.S. markets. As the Client Accounts price their assets in United States Dollars, investments in non-U.S. markets will be subject to the risk of fluctuation in the exchange rate between the local currency and dollars and to the possibility of exchange controls. Special Risks of Non-U.S. Investments. Non-U.S. investments made by certain of the Client Accounts could be adversely affected by political, legal, tax or economic developments in non-U.S. markets in which the Client Accounts may invest. In addition, non-U.S. investments by the Client Accounts will be subject to the risks of adverse market conditions due to changes in national or local economic conditions, changes in interest rates and changing governmental rules and policies. Currency and Exchange Rate Risks. Since certain of the Client Accounts may invest in securities denominated or quoted in currencies other than the U.S. Dollar, changes in currency exchange rates may affect the value of the Client Accounts’ portfolios and the unrealized appreciation or depreciation of investments. The Client Accounts may seek to protect the value of some portion or all of their portfolio holdings against currency risks by engaging in hedging transactions, if available, cost-effective and practicable. The Client Accounts may enter into forward contracts on currencies as well as purchase put and call options on currencies. There is no certainty that instruments suitable for hedging currency shifts will be available at the time when the Client Accounts wish to use them or that, even if available, the Advisor will elect to utilize a hedging strategy. Risk Arbitrage Transactions. Certain of the Client Accounts engage in risk arbitrage transactions where they will purchase securities at prices that may be only slightly below the anticipated value of the cash, securities or other consideration to be paid or exchanged for such securities at the time of a proposed merger, exchange offer, tender offer or other similar transaction. Such purchase prices may be substantially in excess of the market price of the securities prior to such time. If the proposed merger, exchange offer, tender offer or other similar transaction later appears likely not to be consummated or in fact is not consummated or is delayed, the market price of the security purchased by the Client Accounts may decline sharply and result in losses to the Client Accounts. Special Situations. Certain of the Client Accounts invest in securities of an issuer based upon, or in anticipation of, an extraordinary corporate event, such as a spin-off, merger, or other reorganization, or which may be highly leveraged or operating in an out-of-favor industry. In special situation investing there are risks that the anticipated special situation will not occur or the anticipated benefit of the special situation will not be realized. Private and Illiquid Investments. A majority of investments made by each of the Credit Opportunity Funds, Venture Funds and Capital Solutions Funds are illiquid. A material portion of investments made by the Perceptive Life Sciences Funds are illiquid. This will limit the availability of investments for purchase by each Fund and the ability of each Fund to sell such investments at their perceived fair market value prior to termination of the applicable Fund or in response to changes in the economy or financial markets. Although portfolio investments occasionally generate some current income, private investment transaction structures typically will not provide for liquidity of investment prior to realization. Therefore, it is unlikely that there will be near-term cash flow available to Investors. The return of capital and the realization of gains, if any, from a portfolio investment will generally occur only upon the partial or complete disposition or refinancing of such portfolio investment. There can be no assurance that Perceptive will be able to realize a Fund’s investments at attractive prices or otherwise be able to effect a successful realization or exit strategy. In some cases, illiquidity could result from contractual or other restrictions on the resale of an investment by a Fund. In addition, investments in publicly traded companies (including portfolio

companies that have made initial public offerings) are often also subject to legal or contractual restrictions on resale, including the possibility that Perceptive and/or its affiliates will be in possession of material nonpublic information about the portfolio company. Due to securities regulations governing certain publicly traded equity securities, a Fund’s ability to sell investments in publicly traded companies could also be diminished with respect to investments that represent a significant portion of the issuer’s securities (particularly if the Fund has designated one or more directors of the issuer). In addition, the ability to exit an investment through the public markets will depend upon favorable market conditions, including receptiveness to initial or secondary public offerings for the portfolio companies in which a Fund invests and an active mergers and acquisitions (or recapitalizations and reorganizations) market. There can be no assurance as to the timing and amount of distributions from a Fund during the Fund’s liquidation period or that a purchaser can be found for a Fund’s investments. In those situations, dispositions of such investments will require a lengthy time period or result in distributions in-kind to Investors and any securities so distributed often are not readily marketable. The possibility of partial or total loss of capital will exist, and prospective Investors should not invest unless they can readily bear the consequences of such loss. Portfolio Company Service Providers. Some of the Funds invest in portfolio companies that engage other portfolio companies as service providers. While Perceptive directs portfolio companies to act in their own interest, they may enter these arrangements on terms that are not be as favorable as those available from unaffiliated third parties. Discounted prices or better terms offered by a portfolio company to any Perceptive portfolio company or third parties, have the potential to affect the returns of the portfolio company to the applicable Fund. Derivative Instruments. Certain of the Client Accounts invest in complex derivative instruments which seek to modify or replace the investment performance of particular securities, commodity interests, other property, interest rates, indices or markets on a leveraged or unleveraged basis. Derivative instruments are subject to additional risks that include interest rate and credit risk volatility, world and local market price and demand, and general economic factors and activity. Derivative instruments also have counterparty risk and may not perform in the manner expected by the Advisor, thereby resulting in greater loss or gain to the Client Accounts. Risks from Hedging Activities. If the Advisor analyzes market conditions incorrectly or employs a risk reduction strategy that does not correlate well with the Client Accounts’ investments, the Client Accounts’ risk reduction techniques could result in a loss, regardless of whether the intent was to reduce risk or increase return. These risk reduction techniques may also increase the volatility of the Client Accounts and/or result in a loss if the counterparty to the transaction does not perform as promised. The Markets in Which the Client Accounts Invest are Highly Competitive. The securities industry in general, and the biotechnology/healthcare industry markets in which the Client Accounts invest and trade, are extremely competitive. In pursuing their investment and trading methods and strategies, certain of the Client Accounts will compete with securities firms, including many of the larger investment advisory and private investment firms, as well as institutional investors and, in certain circumstances, market-makers, banks and brokers. In relative terms, the Client Accounts have little capital and may have difficulty in competing in markets in which their competitors have substantially greater financial resources, larger research staffs, and more securities professionals than the Client Accounts have or expect to have in the future. In any given transaction, investment and trading activity by other firms will tend to narrow the spread between the price at which a security may be purchased by the Client Accounts and the price they expect to receive upon consummation of the transaction. Investments in Debt Instruments Generally. The Credit Opportunities Funds will invest primarily in senior secured loans and other debt and debt-related instruments, which are subject to credit and interest rate risks. “Credit risk” refers to the likelihood that an issuer will default on the payment of principal and/or

interest on a debt instrument. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an instrument. Debt instruments that are rated by rating agencies (potentially including any investments acquired by the Funds through syndicated debt markets) are often reviewed and may be subject to downgrade, which generally results in a decline in the market value of such instrument. “Interest rate risk” refers to the risks associated with market changes in interest rates. Interest rate changes may affect the value of a debt instrument directly (particularly in the case of instruments the rates of which are adjustable) and indirectly (particularly in the case of fixed rate securities). In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. Warrants. Some or all of the Client Accounts are expected to receive warrants, and in certain circumstances, may be required to exercise such warrants in order to hold the underlying securities. Client Accounts generally will seek to negotiate “cashless” exercise for all warrants that they receive, whereby no investment will be required to convert, however, on occasions it may not be possible to negotiate such “cashless” exercise, and the relevant Client Account may be required to invest cash to convert warrants and hold underlying securities, which may subsequently lose some or all of their value. Investments in Xontogeny Companies. The Venture Funds and the Life Sciences Fund invest in Xontogeny-related companies. The Advisor and/or certain partners, members, officers, employees and/or affiliates of the Advisor have, directly or indirectly, made investments in and, directly or indirectly, own securities issued by Xontogeny and, as a result, may hold an indirect interest in one or more Xontogeny companies prior to any investment by the Venture Funds therein. In addition, certain partners, members, officers and/or affiliates of the Advisor serve as executives, officers, directors, members or employees of Xontogeny. Cybersecurity. The Advisor and other related entities/partners depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the Client Accounts and investors, despite the efforts of the Advisor and other related entities/partners to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to the Client Accounts and investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of the Advisor and other related entities/partners. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of the Advisor and other related entities/partners’ systems to disclose sensitive information in order to gain access to the Advisor’s data, or that of the investors. A successful penetration or circumvention of the security of the Advisor’s systems could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Advisor and other related entities/partners to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. Similar types of operational and technology risks are also present for related portfolio company investments, which could have material adverse consequences for such portfolio companies, and may cause such investments to lose value. Business Continuity and Disaster Recovery Risks. The Advisor's business operations may be vulnerable to disruption in the case of catastrophic events such as fires, natural disaster, terrorist attacks, pandemic

outbreak or other circumstances resulting in property damage, network/operations interruption and/or prolong power outages. Although the Advisor has implemented, or expects to implement, measures to manage risks relating to these types of events, there can be no assurances that all contingencies can be planned for. These risks of loss can be substantial and could have a material adverse effect on the Firm’s operations, employees and clients. Use of Artificial Intelligence. The Advisor utilizes artificial intelligence (“AI”) tools as part of its business operations, including in connection with research, analysis, and administrative and back-office functions. While the Advisor may use AI to assist in gathering, organizing, summarizing, or analyzing information, the Advisor does not rely on AI to make investment decisions, and AI is not determinative in the formulation of investment advice. The Advisor expects that its use of AI will continue to evolve and may expand over time. AI models are highly complex and may produce output that is incomplete, misleading, biased, or incorrect, including due to errors in underlying data, limitations in model design, hallucinations, or changes in model performance over time. Accordingly, the use of AI may result in inaccurate research outputs, summaries, interpretations, or analyses, which could adversely affect the Advisor’s operations, research process, or other functions supporting the Client Accounts. In addition, the use of AI tools may increase operational, legal, and compliance risks, including risks relating to cybersecurity, confidentiality, and data privacy. For example, the use of AI could result in the inadvertent disclosure, leakage, or misuse of confidential, proprietary, or sensitive information (including material non-public information or personally identifiable information), whether through user error, third-party vendor practices, system vulnerabilities, or other causes. The Advisor relies on third-party AI technologies, and the Advisor’s ability to identify, monitor, and mitigate risks associated with such technologies may be limited. The regulatory environment relating to AI is rapidly evolving and may impose new requirements or restrictions on the Advisor’s use of AI, including with respect to governance, disclosures, recordkeeping, data handling, model risk management, and third-party vendor oversight. The Advisor’s use of AI may also expose it and the Client Accounts to increased litigation risk, regulatory scrutiny, reputational harm, or operational disruptions, any of which could adversely affect the Master Fund. The Advisor has adopted policies and procedures designed to govern the use of technology tools, including those incorporating artificial intelligence, by its personnel. These policies are intended to address, among other things, the appropriate use of such tools, data integrity, confidentiality of information and the protection against the misuse of material non-public information. There can be no assurance that the use of such tools will enhance the Advisor’s investment process or that the results generated by such tools will be accurate or reliable. Impact of Government Regulation and Reform. Certain industry segments in which a Client Account may invest, including various segments of the healthcare industry, are (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally, and (ii) subject to frequent regulatory change. Certain segments may be highly dependent upon various government (or private) reimbursement programs. While each Client Account intends to invest in companies that seek to comply with applicable laws and regulations, the laws and regulations relating to certain industries, including, in particular, the healthcare industry are complex, may be ambiguous, or may lack clear judicial or regulatory authority of any such law or regulation, or any adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which a Client Account may invest. Additionally, the SEC has proposed and enacted significant rules that will impact the business of the Advisor and the Client Accounts. In particular, the SEC has adopted a number of new rules that impose

significant changes on private fund advisers and their management of private funds, and the SEC is expected to propose and/or adopt additional rules in the future. Such events and future rulemaking are expected to materially impact the Advisor, the Client Accounts, and/or their investments. In addition, the Client Accounts are expected to bear significant increased costs as a result of such rules, including costs relating to investor reporting and disclosures. Significant time and resources are expected to be required to comply with the new regulations, which potentially will detract from the time and resources dedicated to the Client Accounts. Certain rules are or may become subject to legal challenge from private fund industry groups and others, and to the extent such legal challenges are successful, investors will not be afforded some or all of the protections provided by these rules. Investments In SPACs Generally: The Client Accounts invest in SPACs, including SPACs sponsored by the Advisor and/or certain of its principals, employees or other persons associated with the Advisor and its affiliates. A SPAC is a publicly traded company formed for the purpose of raising capital through an initial public offering (“IPO”) to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more operating businesses. The Client Accounts invest in securities issued by SPACs, in private investments in public equity (“PIPEs”) associated with a SPAC, and in equity securities issued by sponsors of SPACs (“SPAC Sponsor Equity”). Investments in a SPAC create a number of significant risks, including the risk that the SPAC will be unable to locate and acquire target companies by the applicable deadline and may be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC. SPACs may not be as actively traded as other types of listed securities and may have a concentrated shareholder base that tends to be composed of institutional investors, investment advisers and/or hedge funds (at least at inception). In addition, a SPAC will apply to have its units listed on a national securities exchange. A SPAC cannot guarantee that its securities will be approved for listing or, if approved, that its securities will continue to remain listed on such exchange. If an exchange delists a SPAC’s securities from trading on its exchange and a SPAC is unable to list on another exchange, the ability of the Client Accounts to enter into transactions in the SPAC’s securities could be limited and the market value of the Client Account’s securities could be adversely affected. The value of any operating business acquired by a SPAC could decrease following its acquisition by the SPAC. Investments in SPACs Sponsored by the Advisor: The Advisor and certain of its principals, employees or other persons associated with the Advisor and its affiliates have sponsored, and will serve in the future as a sponsor and provide other services to, certain SPACs in which certain Client Accounts have invested, and will continue to invest in the future. It is expected that in connection with SPACs sponsored by the Advisor and its principals, employees and affiliates, the Client Accounts may participate in an IPO of such SPACs, enter into a forward purchase agreement with such SPACs and/or participate in any associated PIPE. In addition, the Advisor and its principals, employees and affiliates and certain Client Accounts may invest in the SPAC Sponsor Equity issued by the sponsor of a SPAC in connection with a SPAC sponsored by the Advisor and/or its principals, employees and affiliates. SPAC Sponsor Equity will be worthless if the SPAC does not complete an initial business combination before the relevant deadline. The Advisor and its principals, employees and affiliates and certain Client Accounts may also commit to purchase private placement warrants in a SPAC sponsored by the Advisor or its principals, employees or affiliates. There may also be limitations on the ability of each Client Account to sell, transfer or otherwise dispose of Sponsor Equity and warrants. SPACs sponsored by the Advisor or its principals, employees or affiliates or other persons associated with the Advisor have a limited operating history and any SPAC sponsored by the Advisor in the future will be a newly formed company with no operating results and will not commence operations until obtaining funding through an IPO. Although the Advisor will endeavor to evaluate risks inherent in a particular target business, there is no guarantee that the Advisor will properly assess all of the significant risk factors in its

due diligence. Additionally, at the time any SPAC sponsored by the Advisor or its principals, employees or affiliates enters into an agreement for an initial business combination, neither the SPAC nor the Advisor will know how many public stockholders may exercise their redemption rights. If a larger number of shares are submitted for redemption than expected, this could mean that the Client Accounts are obligated to provide significant equity capital to such SPACs, including through a forward purchase agreement, and increase their exposure to the risks associated with the business combination transaction and the target company.

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

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

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

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

outside business activities, service on boards of directors, the use of outside research consultants, contact with public company management and idea dinners; and submit periodic certifications through the Advisor’s compliance system. Clients or prospective clients may obtain a copy of the Code of Ethics by contacting the Advisor’s Chief Compliance Officer (“CCO”). Participation or Interest in Client Transactions and Personal Trading. A related person may from time to time have an interest, direct or indirect, in a security, the purchase or sale of which is recommended to clients. The Advisor’s Code of Ethics and related compliance policies are designed to mitigate the resulting conflicts. Employees generally are required to preclear transactions in reportable securities in covered accounts; submit initial and annual holdings reports and quarterly transaction reports (or duplicate brokerage statements); comply with restrictions on initial public offerings, limited offerings and certain other transactions; and adhere to the Advisor’s restricted list and insider trading controls. The CCO administers these requirements, reviews employee reports and trading activity, and may impose sanctions for violations, including revocation of personal trading privileges, disgorgement of profits, compensationrelated penalties, suspension or termination of employment. A copy of the Advisor’s Code of Ethics is available to clients and prospective clients upon request. Under certain circumstances and subject to compliance with applicable law, the Advisor or its related person as principal buys securities from, or sell securities to, a Client Account. In such circumstances the

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

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

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

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

The Advisor has engaged an independent administrator to send monthly or quarterly unaudited reports reviewing each Fund’s performance to investors. Additionally, investors in the Funds and co-investment vehicles receive financial statements audited by an independent accounting firm registered with and subject to inspection by the Public Company Accounting Oversight Board, and in accordance with U.S. Generally Accepted Accounting Principles, within 120 days of the relevant Fund’s fiscal year end. Reporting requirements for the Separate Account clients are negotiated on a case-by-case basis and vary by client.

Fees payable to such placement agents generally will be borne by the Advisor indirectly through an offset against the Management Fee, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal, and entertainment expenses, typically are borne by the relevant Funds as part of the organizational expenses of such Fund. The practice of bearing such fees over time through offset provides a benefit to the Advisor in that it generally results in prompt payment to the relevant placement agent without requiring the Advisor immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Management Fees. Solicitation arrangements relating to U.S. Investors and U.S. domiciled Funds generally are disclosed in the relevant Fund’s Form D. Any conflicts of interest regarding economic benefits provided to the Firm or its affiliates by other persons that are not Investors are addressed in the manner set forth in the Funds’ Governing Documents.

The Advisor provides all investors with audited financial statements for the Funds and co-investment vehicles in which they are invested within 120 days of such Fund’s fiscal year end. In addition, the audited financial statements are prepared by an independent accounting firm that is registered with and subject to review by the Public Company Accounting Oversight Board, in accordance with U.S. Generally Accepted

Accounting Principles. Investors should carefully review the audited financial statements of the Funds. The Advisor also maintains procedures regarding the prompt handling and forwarding of inadvertently received client funds or securities.

With respect to any potential Separate Account, the Advisor will invest the Separate Account’ assets in accordance with the relevant managed account agreement (if applicable), which is tailored to the individual needs of the Separate Account and may contain investment guidelines, restrictions or other limitations not applicable to the Funds. Separate Accounts may place investment restrictions on the Advisor’s trading for the Separate Account pursuant to such managed account agreement.

If it is determined not to be material, the Advisor will vote without further procedures. If it is determined to be material, the Advisor will resolve the conflict in one of several possible ways, which may include refraining completely from exercising its discretion with respect to voting the proxy, seeking the advice of the client (which in the case of a Fund may be its board of directors or an advisory board), deferring to the voting recommendation of an independent third party provider of proxy voting services, and/or taking such other action as the Advisor believes will serve the best interest of the client. Depending on the particular client and circumstances involved, the appropriate resolution of one conflict of interest may differ from the resolution of another conflict of interest, even though the facts underlying both conflicts may be similar or identical. A copy of the Advisor’s proxy voting policies and procedures and information on how the Advisor has voted proxies are available upon request from the Advisor’s CCO. From time to time, Funds may have the opportunity to participate in class action lawsuits. The Advisor may, in its sole discretion, file proofs of claim on behalf of the Funds in these lawsuits. The advisor may engage and compensate third parties to assist it with identifying lawsuits for which it may be an eligible plaintiff and filing proofs of claim