Frazier Healthcare Partners: investment adviser

Frazier provides discretionary investment management services to U.S. private investment funds which includes Frazier Healthcare VI, L.P. (managed by its general partner, FHM VI, L.P.), Frazier Healthcare VII, L.P. (managed by its general partner, FHM VII, L.P.), Frazier Healthcare VII-A, L.P. (managed by its general partner, FHM VII, L.P.), Frazier Healthcare Growth Buyout Fund VIII, L.P. (managed by its general partner FHM Growth Buyout VIII, L.P.), Frazier Healthcare Growth Buyout Fund VIII PV, L.P. (managed by its general partner FHM Growth Buyout VIII, L.P.), Frazier Healthcare Growth Buyout Affiliates VIII, L.P. (managed by its general partner FHM Growth Buyout VIII, L.P.), Frazier Healthcare Growth Buyout Fund IX, L.P. (managed by its general partner FHM Growth Buyout IX, L.P.), Frazier Healthcare Growth Buyout Fund IX PV, L.P. (managed by its general partner FHM Growth Buyout IX, L.P.), Frazier Healthcare Growth Buyout Affiliates IX, L.P. (managed by its general partner FHM Growth Buyout IX, L.P.), Frazier Healthcare Growth Buyout Fund X, L.P. (managed by its general partner FHM Growth Buyout X, L.P.), Frazier Healthcare Growth Buyout Fund X PV, L.P. (managed by its general partner FHM Growth Buyout X, L.P.), Frazier Healthcare Growth Buyout Affiliates X, L.P. (managed by its general partner FHM Growth Buyout X, L.P.), Frazier Healthcare Growth Buyout Fund XI, L.P. (managed by its general partner FHM Growth Buyout XI, L.P.), Frazier Healthcare Growth Buyout Fund XI PV, L.P. (managed by its general partner FHM Growth Buyout XI, L.P.), Frazier Healthcare Growth Buyout Affiliates XI, L.P. (managed by its general partner FHM Growth Buyout XI, L.P.), FH CSF Holdings, LLC (managed by its general partner FHM Growth Buyout IX, L.P.), FH Sunrise Co-Investment I, L.P. (managed by its general partner FH Sunrise GP, LLC), Mercury Fortuna Buyer, LLC (managed by its general partner FHM Growth Buyout VIII, L.P.), Frazier Pacific Partner, L.P. (managed by its general partner Frazier Pacific Partner GP, L.P.), FH VH Co-Invest Aggregator, L.P. (managed by its general partner FH VH GP, LLC), FH BMX Co-Invest Aggregator, L.P. (managed by its general partner FH BMX GP, LLC), and FH Lone Star PIV, L.P. (managed by its general partner FH Lone Star GP, L.P.) (together with the foregoing private investment funds the “Frazier Buyout Funds”), Frazier Healthcare Credit SPV I, L.P. (managed by its general partner Frazier Healthcare Credit SPV GP, L.P.) and Frazier Healthcare Credit SPV II, L.P. (managed by its general partner Frazier Healthcare Credit SPV II GP, L.P.) and FH Structured Solutions Fund I, L.P. (managed by its general partner FH Structured Solutions Fund I GP. L.P.) (collectively, with Frazier Healthcare Credit SPV I, L.P. and Frazier Healthcare Credit SPV II, L.P., the “Frazier Credit Funds”). Each general partner is referred to herein as a “General Partner,” and collectively, with any future affiliated general partner entities, the “General Partners” and each fund is referred to herein as a “Frazier Fund” and collectively, with any future private investment funds, the “Frazier Funds”. FH Structured Solutions, a wholly-owned subsidiary of Frazier, serves as the investment adviser to FH Structured Solutions Fund I, L.P., and operates as a relying adviser under Frazier’s umbrella registration with the SEC, subject to Frazier’s policies, procedures, and compliance program. In providing such advisory services, Frazier utilizes strategies based on evaluating pharmaceutical, biotechnology, medical device, healthcare services and other companies in the global healthcare sector. Such strategies may include, within the

healthcare sector and subject to the investment program of each Frazier Fund, investments in the securities of U.S. and non-U.S. public and private companies. In providing their investment advisory services, the General Partners determine when and which investments will be acquired, disposed of, or exchanged on behalf of its fund clients to maintain a portfolio consistent with each client’s objectives. Additionally, Frazier has provided and or may in the future provide certain current or prospective investors or other persons (including other sponsors, market participants, finders, consultants and other service providers, portfolio company management or personnel, Frazier personnel and/or certain other persons associated with Frazier and/or its affiliates) the opportunity to participate directly in certain portfolio companies by co-investing alongside the Frazier Funds or in co-invest vehicles that will invest in certain portfolio companies alongside a Frazier Fund.

Frazier’s advisory services to the Frazier Funds consist of (i) investigating, identifying and evaluating investment opportunities; (ii) structuring, negotiating and making investments on behalf of the Frazier Funds; (iii) managing and monitoring the performance of such investments; and (iv) exiting such investments on behalf of the Frazier Funds. Frazier’s advisory services to each Frazier Fund are subject to the specific investment objectives and restrictions applicable to such Frazier Fund, as set forth in such Frazier Fund’s limited partnership agreement, confidential private placement memorandum and other governing documents, as applicable (collectively, the “Governing Documents”). Investors and prospective investors in each Frazier Fund should refer to the Governing Documents of that Frazier Fund for information on the investment objectives and investment restrictions with respect to that Frazier Fund. There can be no assurance that any of the Frazier Funds’ investment objectives will be achieved or that investors will not lose investment capital.

One or more of the Frazier Funds or their General Partners have entered and expect in the future to enter into “side letters” or similar agreements with certain investors pursuant to which the Frazier Fund or its General Partner grants the investor specific rights, benefits, or privileges that are not made available to investors generally. Such “side letters” or similar agreements generally are disclosed only to investors in the applicable Frazier Fund that have separately negotiated with Frazier for the right to review such “side letters” or similar agreements. Certain side letter rights are likely to confer benefits on the relevant limited partner at the expense of the relevant Frazier Fund or of limited partners as a whole, including in the event that a side letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be borne by the relevant Frazier Fund.

With respect to the Frazier Buyout Funds, the percentage generally starts at 2.0% annually and is then generally reduced per year for each annual period beginning at some point after the Frazier Fund’s active investment period

has ended, and in certain situations, when a successor fund has commenced operations (the “Stepdown Date”). The Frazier Credit Funds generally charge a management fee equal to 0.75% of the term loan advance or the sum of the par values of investments (including the amount of certain outstanding borrowings). Investors participating in a closing after a Frazier Fund’s initial closing date bear the management fee from the initial closing date and organizational and

partnership expenses from the date of such Frazier Fund’s formation, generally in addition to an interest component payable to Frazier or an affiliate.

Certain Frazier Funds’ Governing Documents permit the management fee to be reduced for a reduction in the General Partner’s capital contribution obligation for such period. Upon a reduction, the investors in a Frazier Fund are then required to make a pro rata contribution according to their respective commitments to fund any such waived management fee that Frazier elects to treat as a contribution and, as a result, the exercise of such waiver may result in an acceleration of investor capital contributions.

Under the Governing Documents, the management fee will be calculated and charged on a basis that generally is not tied to the Frazier Fund’s then-current net asset value. As further specified in the Governing Documents, with respect to the Frazier Buyout Funds, management fees will initially generally be charged based on a formula tied to the amount of the relevant Frazier Buyout Fund’s aggregate commitments. However, after a certain date specified in the Governing Documents a Frazier Buyout Fund’s management fee generally will be charged and the Frazier Credit Funds’ management fee generally will be charged, and calculated based on a formula tied to the amount of contributed capital, par values of investments (including where applicable, a Frazier Fund borrowing component and the amount of any capitalized Supplemental Fees (as defined below) or expenses) or the cost basis of investments that have not been realized, disposed of or reduced by any permanent write-downs, as applicable, pursuant to the Governing Documents. As a result, except where the Governing Documents expressly provide to the contrary, the amount of management fees generally will not correspond with fluctuations in the Frazier Fund’s net asset value, including where the fair market value of an investment exceeds or falls below the total amount of contributed capital, par values of investments (including, where applicable, a Frazier Fund borrowing component and the amount of any capitalized Supplement Fees (as defined below) or expenses) or the cost basis relating to the Frazier Fund’s aggregate investment(s) in its portfolio companies that have not been realized, disposed of or permanently written down, as applicable. Therefore, except where the Governing Documents expressly provide to the contrary, the management fee generally will not be reduced in connection with any partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization), partial realizations, reorganizations, temporary write-downs, restructurings, roll-over investments, extraordinary dividends made with respect to, or similar transaction related to an investment or in circumstances where one or more other Frazier Fund(s) divest their respective investment(s) in the relevant portfolio company, whether in whole or in part, in each case in circumstances that do not result in the complete disposition or permanent write-down of the relevant Frazier Fund’s interest therein (even in cases where the value of the Frazier Fund’s investment or the Frazier Fund’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such partial sale or disposition, distribution (e.g., those resulting from a dividend recapitalization), partial realization, reorganization, temporary write-down, restructuring, roll-over investment, extraordinary dividend or similar transaction), and in such cases, limited partners will continue paying management fees based on committed or contributed capital or the cost basis of investments, as applicable, regardless of any such transaction, except as required by the Governing Documents. The lack of a requirement to reduce the management fee in connection with any partial sale or disposition, distribution (e.g., those resulting from a dividend recapitalization), partial realization, reorganization, temporary write-down, restructuring, rollover investment, extraordinary dividend made with respect to, or similar transaction related to,

an investment presents certain conflicts between the interests of Frazier and the interests of limited partners, including by incentivizing Frazier to pursue such transactions that would result in the continued payment of management fees.

In many circumstances, the post-Stepdown Date management fee base will include transactionspecific fees and expenses of unrealized investments, including certain fees (such as Supplemental Fees) and expenses paid to third parties, Frazier or its affiliates. Further, management fees generally will not be reimbursed or refunded under the Governing Documents in the event of realizations, dispositions or partial write-downs or write-offs that occur partway through the relevant calculation period. The Governing Documents set forth the full list of terms under which a Frazier Fund’s management fee will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified management fee in the Governing Documents until they are reduced in the circumstances and on the date(s) specified therein.

As further described in Item 14 “Client Referrals and Other Compensation”, the management fee payable by the relevant Frazier Buyout Fund, to the extent provided in the Governing Documents of such Frazier Buyout Fund, is reduced in whole or in part, although not below zero, by an amount equal to the Frazier Buyout Fund’s pro rata share of the aggregate amount of fees and other income (including Supplemental Fees (as defined below)) Frazier (or its affiliates or employees) receives from portfolio companies or prospective portfolio companies (but not by certain amounts paid as set forth in the Governing Documents and discussed below). To the extent that such fee offsets would reduce the management fee payable for a given period below zero, the credit will be carried forward for future application against management fees payable. To the extent any such excess credit remains unapplied upon dissolution of a Frazier Fund, each limited partner of such Frazier Fund will receive its share of such unapplied excess, unless such limited partner elects not to receive its share.

In addition, a related person of Frazier, as General Partner, will typically receive certain allocations and distributions calculated and charged based on a share of capital gains on or capital appreciation of the assets of such Frazier Fund, as negotiated and determined at the time such Frazier Fund is established and as set forth in its Governing Documents. These allocations and distributions are commonly known as “carried interest”. The Minority Owner (as defined below) holds a passive indirect minority interest in certain of the General Partners and therefore investments made by such General Partners in the Frazier Funds will also include amounts funded by the Minority Owner, including the required General Partner commitment. Frazier or its affiliate also receives an origination fee equal to 1.5% of the par value of investments made by the Frazier Credit Funds, an administrative fee, which is paid by the portfolio company for compensation for acting as administrative agent under the relevant loan agreements. Certain Frazier Funds (typically, affiliate funds and co-investment vehicles) are not subject to management fees payable to Frazier and carried interest allocations. In addition, such fees are permitted to be reduced or waived entirely by Frazier with respect to any investor in its sole discretion or pursuant to the applicable Governing Documents of a Frazier Fund. Such Frazier Funds that do not pay management fees will not receive the benefit of any offset. Please refer to the Governing Documents of each applicable Frazier Fund for complete information on the fees

and compensation payable with respect to such Frazier Fund.

Deduction of Fees; Timing of Payments; Termination

Frazier is authorized under the Frazier Funds’ Governing Documents to charge and deduct management fees directly from the assets of the Frazier Funds. Payments of management fees are generally made quarterly in advance in accordance with the terms of the Governing Documents. Please refer to the Governing Documents of each of the Frazier Funds for complete information on the timing of management fee payments.

As further described in the Governing Documents of each Frazier Fund, upon termination of any Frazier Fund’s management relationship with Frazier, any prepaid, unearned management fees (based on daily pro ration of the fee paid in advance for the applicable period) will be promptly refunded to such Frazier Fund, and any earned, unpaid fees will be immediately due and payable. Other Fees and Expenses

In addition to any management fees payable to Frazier, a Frazier Fund will incur certain charges imposed by third parties and other expenses. Each Frazier Fund generally bears all fees, costs, expenses and other liabilities related to the structuring, organization, negotiating, funding and start-up of the Frazier Fund, the General Partner, any parallel funds and their general partners, and any affiliated management company (collectively, “Organizational Expenses”). The amount of such Organizational Expenses are in certain cases subject to a cap as set forth in the Frazier Funds’ Governing Documents.

Generally, each Frazier Fund bears all of the fees, costs, expenses, liabilities and obligations relating to the Partnership and/or its activities, business, portfolio companies or actual or potential investments, including with respect to any person formed to effect the acquisition and/or holding of a portfolio company (to the extent not borne or reimbursed by a portfolio company or potential portfolio company). The Governing Documents of each Frazier Fund set forth the particulars of such operating expenses that may be borne by the Frazier Fund, but operating expenses generally include (among others) any fees, costs, expenses, liabilities and obligations relating to or attributable to: (i) any taxes, fees or other government charges levied against or otherwise borne by the Frazier Fund or an intermediate entity and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Frazier Fund; (ii) all expenses incurred in connection with the business, affairs and operations of the Frazier Fund, including the pursuing, structuring, organizing, negotiating, consummating, financing, refinancing, diligencing, acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, recapitalizing, trading, taking public or private, selling, valuing, winding up, liquidating, dissolving or otherwise disposing of any actual or prospective portfolio investment (including follow-on investments) or seeking to do any of the foregoing (including any associated legal, financing, commitment, transaction or other costs payable to attorneys, accountants, tax professionals, investment bankers, lenders, expert networks, third-party diligence, software and service providers, consultants and similar professionals in connection therewith and any fees and expenses related to transactions that may have been offered to co-investors) (whether consummated or not consummated, i.e., “broken-deal” fees and expenses), including all commission, brokerage, finders (including buyand sell-side finders’ fees as well as similar deal sourcing payments), placement, underwriting,

registration, legal, accounting, tax, advisory, professional or consulting fees and expenses (unless otherwise reimbursed), travel and related expenses (including business-class and/or first-class travel, and, where appropriate the use of private aircraft or other private air travel at a cost not exceeding the cost of first class commercial airfare, ground transportation (including car service), airport and in-flight Wi-Fi and incidental travel expenses) and lodging, meal, communication and certain entertainment expenses (to the extent the General Partner believes such entertainment to be reasonable in light of the industry in which the General Partner operates) in connection therewith; (iii) all expenses incurred in connection with the origination, development, diligence and execution of any portfolio investment, including the engagement of any Frazier Advisors (as defined below) in connection therewith and the costs and expenses of the formation, operation and capitalization of: (a) any “search” company organized, majorityowned and funded by the Frazier Fund and managed by Frazier and such Frazier Advisor to find investment opportunities (a “SearchCo”) which expenses may also include cash and equity compensation of Frazier Advisors as described in Item 14, or (b) any “roll-up” or acquisition company owned by the Frazier Fund and managed by such Frazier Advisor; (iv) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities, including any merger fees payable to third parties (whether or not any such purchase or sale is consummated); (v) all costs and fees relating to the administrative, reporting and audit expenses of the Frazier Fund, and the preparation, printing and distribution of all communications, reports (including financial and tax reports), portfolio valuations and tax returns of the Frazier Fund (including the costs and fees of maintaining any portal or website in which such items are made available to the limited partners); (vi) fees (if any) and expenses of members of the Frazier Fund’s advisory committee or technical advisory boards (including travel-related costs and expenses and any reasonable stipends paid to members of the technical advisory boards); (vii) the costs of reporting to limited partners including costs of investor portals or related software and costs and expenses of hosting annual or special meetings for the Frazier Fund’s investors or advisory committee, or otherwise holding meetings or conferences with investors of the Frazier Fund, whether individually or in a group; (viii) the cost of attendance of any member, manager, shareholder, partner, director, officer, employee or affiliate of Frazier or any of its respective affiliates or any portfolio company personnel, Frazier Advisors or consultants at any meeting or conference (including those hosted by the Frazier or its affiliates), including any applicable registration costs and exhibition, sponsorship or other presentation costs; (ix) all expenses incurred in connection with multimedia, analytical, database, news or other third party search services and related terminals for the delivery of such services; (x) all expenses incurred in connection with the securing of financing, and fees and expenses arising out of, all permitted borrowings and guarantees made by the Frazier Fund, including interest expense for borrowed money (if any) or any indebtedness entered into pending participation by a co-investor in an investment; (xi) all expenses relating to litigation and threatened litigation involving the Frazier Fund, including indemnification or extraordinary expense or liability including the costs of prosecuting or defending any legal, regulatory, administrative or other action (including settlement or review of business activities) of, for or against the Frazier Fund, Frazier, or any of their respective affiliates relating to the affairs of the Frazier Fund; (xii) all professional fees, costs and expenses attributable to certain consulting services (including costs related to hiring Frazier Advisors and other consultants (e.g., headhunter fees, background checks, candidate travel, relocation costs or recruiting subscription services) (whether or not any contemplated recruitment or hiring is consummated), consulting and retainer fees, salaries, incentive equity, stock awards, bonuses, guaranteed minimums and other compensation or expense

reimbursements paid to, and benefits or personnel costs (including employee benefits, payroll taxes, payroll administration, 401(k) and retirement plan administration and profit share contributions professional certifications, insurance (including worker’s compensation insurance, business insurance and healthcare insurance, paid time off, office space and parking, office expenses (including computers, cell phones, other communications equipment and office supplies) and office technology and technology services (including Wi-Fi and IT troubleshooting services)) provided to, or on behalf of, Frazier Advisors, entrepreneurs in residence, consultants performing investment initiatives or providing services related to environmental, social and governance investment considerations and policies and other consultants providing other services) and to normal and extraordinary investment banking, commercial banking, accounting, research (including expert consultants, research reports, subscriptions to any periodicals, databases and/or research services, research calls and meetings and research or industry conferences), auditing, tax, portfolio valuation, appraisal, legal, custodial, compliance and registration services provided to the Frazier Fund, Frazier and/or its affiliates in each case with respect to the Fund, including, without limitation, all such services relating to the actual or proposed purchase or sale of securities by the Frazier Fund (whether or not any such purchase or sale is consummated), and all costs of establishing and operating entities related to the carried interest; (xiii) “broken-deal” fees and expenses incurred in connection with proposed investments by the Frazier Fund that are not consummated; (xiv) all expenses incurred in connection with the formation of special purpose vehicles, including any AIVs; (xv) fees payable to any placement agent engaged by Frazier, if any, in connection with the offering of interests in the Frazier Fund (subject to an offset of such amount against the management fee payable by the Frazier Fund to Frazier); (xvi) insurance premiums and costs for insurance related to Frazier Fund transactions and directors’ and officers’–type insurance covering the Frazier Fund, Frazier, members of the advisory committee of the Frazier Fund and any direct or indirect equity holder, manager, director, officer, employee or agent of Frazier or its affiliates in connection with the activities of the Frazier Fund; (xvii) fees and costs in connection with the Frazier Fund’s legal and regulatory compliance with U.S. (federal, state or local) or non-U.S. laws or regulations or related to compliance with the provisions of the Frazier Fund’s partnership agreement or any side letter or similar agreements; (xviii) costs (including salaries, fees, retainers and reimbursement of certain travel and other costs or expenses) relating to Frazier Advisors and members of the Service Program (as defined below) and (xix) all other expenses properly chargeable to the activities of the Frazier Fund. The Frazier Funds also bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees and expenses, including fees and expenses of Frazier and/or its affiliates and company-level fees and expenses not expressly addressed by the list of permissible expenses set forth in the Governing Documents; the relevant percentage of these expenses that are borne by various stakeholders (including the relevant Frazier Fund, co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred, and as a result some stakeholders are expected to bear an amount of fees or expenses disproportionate to the benefits they receive, or in some cases without receipt of any direct benefits.

If a co-investment vehicle is formed, such entity generally will bear expenses related to its formation and operation, many of which are similar in nature to those borne by a Frazier Fund. As described in the Governing Documents for certain Frazier Funds, in the event that any potential investment of a Frazier Fund results in “broken-deal” fees and expenses and all or a portion of such fees and expenses are not paid or reimbursed by any potential co-investment

vehicles, co-investors or other third-parties, as applicable, the Frazier Fund shall bear 100% of the amount of any such “broken-deal” fees and expenses. However, to the extent that such coinvestors have already executed a binding agreement to invest in such transaction, such coinvestor is expected to bear its pro rata share of such “broken-deal” fees and expenses. In certain cases, potential co-investors will not bear any subscription credit facility fees and expenses (including the costs of establishing, negotiating or maintaining the facility as a whole), which are generally allocated entirely to the applicable Frazier Fund that is the borrower under such facility. In addition, in certain cases, a Frazier Fund has borne and may in the future bear expenses in respect of an existing or prospective portfolio company that will not be borne by other owners or investors in such portfolio company (including co-investors or co-invest funds), where Frazier has determined such arrangement to be in the best interest of such Frazier Fund (e.g., a Frazier Fund engages or pays for a consultant for services in respect of a portfolio company without reimbursement by other owners of the portfolio company).

Subject to the applicable Governing Documents, Frazier is authorized to create a service program (the “Service Program”) comprised of persons engaged, employed or retained by Frazier, the General Partners or any of their respective affiliates in order to provide legal, accounting, tax, reporting, finance, administration and/or similar services to the Frazier Funds, any alternative investment vehicle and/or portfolio companies (including SearchCos) or prospective portfolio companies. Any compensation (including salaries, fees and retainers) and any reimbursement of certain travel and other costs or expenses received by members of the Service Program will be paid by a portfolio company or prospective portfolio company or the relevant Frazier Fund, or any alternative investment vehicle. Such compensation or reimbursement does not offset or reduce management fees payable by the relevant Frazier Fund. The types of other fees and expenses incurred and chargeable to a Frazier Fund will vary by each Frazier Fund. Investors should refer to the Governing Documents of each applicable Frazier Fund for more complete information.

Frazier has a fiduciary duty to the Frazier Funds to ensure that fees and expenses charged are appropriate and consistent with the Governing Documents of each Frazier Fund. Frazier will have sole discretion in determining the particular allocation of costs, fees and expenses among Frazier Funds, co-investors, co-investment vehicles, and itself. Frazier makes such allocations in its reasonable discretion, but this discretion creates a conflict of interest as Frazier has an incentive to allocate expenses, for example, to a particular Frazier Fund over another Frazier Fund because different Frazier Funds have different fee arrangements, and Frazier would have an incentive to allocate fewer expenses to higher fee paying vehicles. In addition, Frazier has an incentive to allocate expenses away from itself more generally and away from Frazier Funds that provide more favorable economics to Frazier.

As a general matter, Frazier Fund expenses typically will be allocated among all relevant Frazier Funds or co-invest vehicles receiving the benefit of such expenses (in the relevant General Partner’s sole discretion) and eligible to reimburse expenses of that kind. Additionally, Frazier must ensure that it allocates such fees and expenses in good faith and that it believes is fair and equitable across all relevant Frazier Funds, considering such factors as it deems relevant. The Frazier Funds have different expense reimbursement terms, including with respect to management fee offsets, which the allocations of such fees and expenses may not be proportional, and any such determination involve inherent matters of discretion, e.g., in determining which Frazier Funds or co-invest vehicles benefit (or the extent to which they

actually or potentially could benefit) from the relevant service relating to the expenses, or whether to allocate pro rata based on number of Frazier Funds or co-invest vehicles receiving related benefits or proportionately in accordance with fund size (including amount of remaining committed capital), asset size or fair value, number of investors, number of investments, number of users, in certain circumstances determining whether a particular expense has greater benefit to a Frazier Fund or Frazier, or in any manner determined fair and equitable, in the good faith judgment of Frazier. Further, Frazier reserves the right to consider each relevant Frazier Fund’s strategy as a component of its allocation of investment expenses. The Frazier Funds are expected to bear fees and expenses indirectly to the extent a portfolio company (or intermediate entity) pays fees and expenses, and the relevant General Partner reserves the right to charge fees and expenses to portfolio companies, capitalize fees and expenses into the cost basis of a transaction or, to the extent necessary or desirable for operational, administrative, tax or other reasons, charge fees and expenses at the level of an intermediate holding company between the Frazier Fund and the portfolio company.

Frazier generally exercises its discretion to recommend to a Frazier Fund or to a portfolio company thereof that it contract for services with certain service providers, and such service providers are expected to include: (i) Frazier or a related person of Frazier (including members of the Service Program and which may include a portfolio company of such Frazier Fund); (ii) an entity with which Frazier or its affiliates or current or former members of their personnel has a relationship or from which Frazier or its affiliates or their personnel otherwise derives financial or other benefit, including relationships with joint venturers or co-venturers, or relationships where Frazier personnel are seconded, or from which Frazier receives secondees (including secondees at no or reduced cost to Frazier), resources or training; or (iii) certain limited partners or their affiliates. This discretion subjects Frazier to conflicts of interest, because, although Frazier selects service providers that it believes are aligned with its operational strategies and will enhance portfolio company performance and, relatedly, returns of the relevant Fund, Frazier has a potential incentive to recommend the related or other person (including a limited partner) because of its financial or other business interest. There is a possibility that Frazier, because of such belief or for other reasons (including whether the use of such persons could establish, recognize, strengthen and/or cultivate relationships that have the potential to provide longerterm benefits to the relevant Frazier Funds or Frazier), would favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. Frazier may not necessarily seek out the lowest cost options when incurring (or causing a Frazier Fund or its portfolio companies to incur) such expenses. Service provider expenses are required to be reimbursed whether or not there is overlap in expertise, function or services performed by Frazier personnel. Although Frazier generally seeks appropriate rates for services, it reserves the right to prioritize prior usage, perceived quality, sector competence or expertise, familiarity, onboarding speed or other factors in retaining or recommending service providers. It is possible that service providers consider the overall level of work performed for Frazier, the Frazier Funds or their portfolio companies in determining whether to provide reduced rates or benefits to Frazier. In certain circumstances where Frazier commits or has committed to seek “market” or “arms-length” (or similar formulations) rates or terms, Frazier will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. Frazier reserves the right to deem third-party investment in a transaction to be verification that the transaction was entered into at a value that is “arms-length.” Consequently, Frazier undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable or relate specifically to the assets, services, geographies or comparable markets to which such rates or

terms relate. Where such rates or terms include hourly components, Frazier reserves the right to rely on approximations or estimates of time spent for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves conflicts of interest. Benchmarking data generally includes information relating only to hourly or project-based rates, and so generally does not include the value of any profits, participation or equity interests (including co-investment opportunities) in or relating to portfolio companies with respect to which the relevant services are provided; as such, references to “market” or “arms-length” (or similar formulations) rates or terms refer only to the contracted-for hourly or project-based rates. Whether or not Frazier has a relationship or receives financial or other benefit from recommending a particular service provider, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. Brokerage fees may be incurred in accordance with the practices set forth in Item 12 “Brokerage Practices” below.

Frazier does not receive any transaction-based compensation from the Frazier Funds for the sale of securities or other investment products to any Frazier Fund. Please refer to the subsection titled “Economic Benefits Received from Third Parties” in Item 14 below for information on types of compensation that Frazier may receive with respect to investments by the Frazier Funds.

Performance-based carried-interest arrangements may create an incentive for Frazier to recommend investments that may be riskier or more speculative than those that would be recommended under a different fee or compensation arrangement. Please refer to the Governing Documents of each Frazier Fund for complete information on the “performance-based fee” arrangements of each Frazier Fund. Side-by-Side Management

Frazier is permitted to provide concurrent advisory services to Frazier Funds that are not charged a performance-based fee or carried interest and Frazier Funds that are charged a performance-based fee or carried interest. Frazier is also permitted to provide concurrent advisory services to Frazier Funds that are charged different performance-based fees or carried interest rates or that, based on investment results at a given time, are more likely to generate performance-based fees or carried interest. As a result, the potential for Frazier’s related persons to receive different fees or carried interest amounts creates a conflict of interest with respect to the allocation of investment opportunities because Frazier may have an incentive to

direct the best investment ideas to, or to allocate certain investments in favor of, the account that pays a more favorable performance fee or carried interest (or pay a performance fee or carried interest sooner).

To mitigate this conflict of interest, the allocation of investment opportunities among Frazier Funds is made by Frazier in accordance with its investment allocation policy, which takes into account multiple criteria, including, but not limited to: (i) investment objectives, investment strategies and guidelines of the Frazier Funds, (ii) the level of control expected with the investment, (iii) the overall equity expected to be invested by the applicable Frazier Fund(s) with respect to such opportunity, including for follow-on investments, (iv) the expected hold period for such opportunity, (v) the sector and geography/location of the investment, (vi) the specific nature (including size, type, amount, liquidity, anticipated maturity and minimum investment criteria) of the investment, (vii) the expected risk adjusted return of the investment, (viii) the expected leverage on the investment, (ix) the amount of uncalled capital available to be invested by any applicable Frazier Fund(s), including taking into account future capital requirements, (x) the amount of time remaining in the investment period or term of any applicable Frazier Fund(s), (xi) any applicable limitations in the Governing Documents or side letters of any applicable Frazier Fund(s), including concentration limits and the requirement to excuse any investor of any such Frazier Fund from investing in such opportunity, (xii) the existing or anticipated future portfolio construction of any applicable Frazier Fund(s), (xiii) mandatory minimum investment rights and other contractual obligations applicable to participating Frazier Funds and/or to their investors, (xiv) portfolio diversification and relative exposure to market trends, (xv) the avoidance of de minimis allocations to one or more participating Frazier Funds, (xvi) the potential dilutive effect of a new position, (xvii) the relation to existing investments in a Frazier Fund, if applicable (e.g., “follow on” to existing investment, joint venture or other partner to existing investment, or same security as an existing investment), (xviii) the overall risk profile of a portfolio, (xix) facts, circumstances and preferences applicable to any investor of any applicable Frazier Fund(s), (xx) conflicts considerations, (xxi) investment goals and diversification considerations of any applicable Frazier Fund(s), (xxii) co-investor participation, (xxiii) legal, tax, regulatory, policy, restrictions and other similar considerations, (xxiv) strategic benefits associated with any applicable Frazier Fund(s) and (xxv) any other factors deemed relevant by Frazier and its affiliates. In the event that investment opportunities are suitable for more than one Frazier Fund, Frazier and its related persons seek to derive an allocation that in their judgment is fair and equitable to each Frazier Fund relative to other Frazier Funds over the life of such Frazier Fund, taking into account all relevant facts and circumstances. When a new Frazier Fund is first formed and the predecessor fund of such Frazier Fund still has capital available for investments in new portfolio companies, subject to the provisions of the applicable Frazier Fund’s Governing Documents (and taking into consideration the criteria for investment allocations noted above), Frazier generally will allocate investment opportunities in new portfolio companies to the predecessor Frazier Fund (and potentially predecessor Frazier Funds of an earlier vintage with available capital) until the predecessor Frazier Fund has used up its remaining capital capacity for new investments, as determined in good faith by Frazier. Frazier then generally will start allocating new investment opportunities to the new Frazier Fund, with any predecessor Frazier Fund potentially also being considered for new investment opportunities if it subsequently has a liquidity event and is still permitted to invest in new portfolio companies under its Governing Documents.

A follow-on investment opportunity in an existing portfolio company generally will first be considered as an opportunity for the Frazier Fund that has an existing investment in that company. If more than one Frazier Fund has an existing investment in the portfolio company, the follow-on opportunity will first be considered as an opportunity for those Frazier Funds, in proportion to their pre-existing investments in the portfolio company. However, Frazier may determine that a non-pro rata follow-on investment is appropriate (for example, because one of the Frazier Funds does not have enough unreserved capital left to invest or would exceed certain limitations in the Frazier Fund’s Governing Documents if it were to invest its pro rata amount). If, after Frazier has determined how much to invest for the Frazier Funds with priority on such opportunity, there is an additional amount potentially available to the Frazier Funds in respect of such opportunity, Frazier may consider that remaining amount for other Frazier Funds that are then making new investments, subject to any applicable provisions of the Frazier Funds’ Governing Documents.

SearchCo investment opportunities will be determined and allocated to the appropriate Frazier Fund taking into account various factors including: (i) Frazier Fund reserves and available investment capital, (ii) compliance with the applicable limited partnership agreements, (iii) the background and industry of the venture partner/executive-in-residence associated with such SearchCo; (iv) the target investment thesis of the applicable Frazier Fund (for example, seeking potential spinout or licensing opportunities of interest to Frazier from pharma, biotech, and institutions and a particular indication or disease); (v) any then-current potential target acquisitions or licensing opportunities, if any, of the Frazier Fund and applicable SearchCo; and (vi) current financing needs of the SearchCo.

After the applicable Frazier Fund(s) have received their desired portion of a new investment or follow-on investment opportunity, Frazier, in certain cases, has provided and may make additional amounts with respect to such investment opportunity (if any) available for coinvestment to one or more current or prospective investors in the Frazier Funds or other third parties (including other sponsors, market participants, finders, consultants and other service providers, portfolio company management or personnel, Frazier personnel and/or certain other persons associated with Frazier and/or its affiliates). Factors that Frazier may consider in allocating any particular co-investment opportunity include, among others: (i) whether the prospective co-investor has expressed an interest in evaluating co-investment opportunities, including the perceived degree of that interest; (ii) the expertise, knowledge and sophistication of the prospective co-investor with respect to the issuer, segment, industry, geographic region or other characteristics that are relevant to the investment; (iii) the prospective co-investor’s perceived ability to approve the investment pursuant to any applicable internal approval processes (including the predictability of the prospective co-investor’s investment process), and to otherwise successfully and efficiently execute the transaction, in a timely manner with respect to the timeframe in which Frazier believes favorable transaction terms may be achieved based on their history of consummating co-investment opportunities; (iv) any tax, regulatory, securities laws and/or other legal considerations with respect to the prospective co-investor (e.g., qualified purchaser or qualified institutional buyer status); (v) confidentiality concerns that may arise in connection with providing the prospective co-investor with specific information relating to the investment opportunity; (vi) the perceived ease of process in coordinating or completing the investment with the prospective co-investor or prospective co-investors similar thereto; (vii) Frazier’s perception of whether the investment opportunity may subject the prospective co-investor to legal, regulatory, reporting or other burdens that make it less likely

that the prospective co-investor would act upon the investment opportunity if offered or would impair Frazier’s ability to execute the relevant transaction in the desired time or on desired terms; (viii) the size of the investment allocation available to Frazier (and not being allocated to any other investment funds and entities managed by Frazier or any of its affiliates) and the practicality of splitting the allocation into smaller tranches; (ix) the ability of the prospective coinvestor to invest an amount of capital that is consistent with the needs of the investment, taking into account the amount of capital reasonably expected to be needed (including for potential add-on acquisitions and other potential additional investments) and the maximum number of investors that can realistically participate in the transaction; (x) any requirements of any thirdparty lenders as to the identity of any investors participating as co-investors, or as to the creditworthiness of any co-investors, or as to the number of co-investors, or as to other matters with respect to the investors in the transaction; (xi) whether the prospective co-investor is considered “strategic” to the investment because it is able to offer Frazier or its affiliates or any funds or entities which they manage certain services or benefits, including, but not limited to, the ability to help consummate the investment, the ability to aid in operating or monitoring the investment, or whether Frazier believes that allocating investment opportunities to an investor or person will help establish, recognize, strengthen and/or cultivate relationships (including formal or informal strategic relationships) that have the potential to provide longer-term benefits to Frazier or its affiliates or any Frazier Funds or entities which they manage; (xii) whether the prospective co-investor has a history of consummating co-investment opportunities with Frazier or its affiliates; (xiii) whether the prospective co-investor has the financial and operational resources and other relevant wherewithal to evaluate and participate in a co-investment opportunity; (xiv) the likelihood that the prospective co-investor would require governance rights (including, but not limited to, board or observer rights, access to the management team of the underlying portfolio company, or material informational rights) that would complicate or jeopardize the transaction (or, alternatively, where the investor would be willing to defer to Frazier and assume a more passive role in governing the investment); (xv) whether the prospective co-investor has any interests in any competitor of the underlying investment; (xvi) the expected investment holding period; (xvii) the services provided by the prospective co-investor in connection with the investment and/or to the issuer of the investment (or otherwise provided by the prospective co-investor with respect to the investment), including sourcing, establishing relationships, participating in diligence, providing operational or financing services post-closing and other services; (xvii) the size of the prospective co-investor’s interest to be held in the underlying portfolio company as a result of the investment of another Frazier Fund or entity managed by Frazier or its affiliates (which is likely to be based on the size of the prospective co-investor’s capital commitment and/or investment in such entity); (xix) the size and/or timing of the prospective co-investor’s commitment to a Frazier Fund; (xx) whether the prospective co-investor has any known investment policies and restrictions, guideline limitations or investment objectives that are relevant to the transaction, including the need for early or recurring distributions; (xxi) the extent to which the prospective co-investor has previously been provided a greater amount of co-investment opportunities relative to other prospective co-investors; and (xxii) the likelihood that the prospective co-investor may invest in a future Frazier Fund sponsored by Frazier or its affiliates and other factors that Frazier considers important in connection with the specific transaction or investment. Although a prospective co-investor’s willingness to invest in future Frazier Funds may be considered by Frazier, it generally will not be the sole determining factor considered by Frazier in identifying co-investors. Additionally, Frazier reserves the right to permit Frazier Advisors (as defined below), vendors or service providers to co-invest alongside the Frazier Funds and to grant certain third-party investors (including anchor or other early-committing investors or investors

making large commitments) the opportunity to evaluate specified amounts of prospective coinvestments in Frazier Fund portfolio companies or otherwise to have priority in co-investment opportunities. In certain cases, determinations to allocate such amounts or investment opportunities to vendors or service providers will be made prior to the determination of the availability of opportunity for other co-investors, and as such generally will decrease the amount of co-investment opportunities available. Furthermore, Frazier or their related persons expect to make decisions regarding whether and to whom to offer co-investment opportunities in consultation with other participants in the relevant transactions, such as a lender or co-sponsor.

Allocating a portion of an investment opportunity for a co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Frazier Fund, and because co-investment opportunities generally appeal to investors and third parties, there are conflicts of interest in determining the amount of investment opportunity that should be allocated to a Frazier Fund. Frazier’s allocation of co-investment opportunities among investors may not, and often will not, result in proportional allocations among investors that have expressed interest in co-investment opportunities, and it is possible that certain investors may receive multiple opportunities to co-invest while others expressing interest in co-investments may receive none. In order to facilitate the acquisition of a portfolio company, a Frazier Fund reserves the right to make (or commit to make) an investment in the company with a view to selling a portion of the investment to co-investors or other persons prior to or following the closing of the acquisition. In such event, the relevant Frazier Fund will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms, including for example the risk that a portion of the investment will be syndicated at reduced cost, at cost, or at a lower amount at a time when the General Partner believes the value of such investment has appreciated or should be higher than that paid (or willing to be paid) by a co-investor. To the extent such a syndication is made, the General Partner’s interest in limiting the Frazier Fund’s exposure to a given investment while providing a potential benefit to coinvestors investing at such lower values will give rise to a conflict of interest. As a consequence of a failed co-investment syndication process or a co-investment syndication on unattractive terms, the relevant Frazier Fund would be required to (i) bear the entire portion of any break-up, topping or other fees, costs and expenses related to such investment (including the proportionate share of such amounts that were expected to have been borne by co-investors), (ii) hold a larger-than-expected investment in such portfolio company, (iii) receive less-than-fairmarket value for the syndicated portion of the investment, and/or (iv) be diluted or realize lower than expected returns from such investment. Frazier Funds have and, in the future may, as permitted under their respective Governing Documents, cross-invest in portfolio companies in which other Frazier Funds already hold an interest. To the extent that multiple Frazier Funds hold an interest in the same portfolio company, it is Frazier’s policy that disposition opportunities with respect to that investment will, to the extent practicable, be allocated among such Frazier Funds on a basis that, in the judgment of Frazier, is fair and equitable to each Frazier Fund relative to other Frazier Funds, taking into account all relevant facts and circumstances, including (without limitation): (i) the relative ownership percentages of the Frazier Funds in the applicable portfolio company; (ii) the strategies, guidelines and restrictions of each Frazier Fund under its Governing Documents; (iii) other relevant provisions in a Frazier Fund’s Governing Documents or in other agreements related to the Frazier Fund’s investment in such issuer; (iv) liquidity needs for each Frazier Fund and the investment cycle of a particular Frazier Fund; (v) respective holding periods for the investment; (vi) the nature and size of the disposition opportunity; (vii) current and anticipated

market conditions; and (viii) tax, legal or regulatory considerations.

Frazier has formed and may form co-investment vehicles or Frazier Credit Funds that focus on debt investing or facilitating minority investments in debt securities. Frazier also receives and expects in the future to receive management fees and carried-interest from such vehicles or funds. The firm recognizes that in certain cases, such debt investments have been and may be in a company in which one or more Frazier Funds hold an equity investment which presents a conflict of interest. Where multiple Frazier Funds invest at the same, different or overlapping levels of a portfolio company’s capital structure, there are conflicts of interest in determining the terms of each such investment. Questions are likely to arise subsequently as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced or restructured. In troubled situations, decisions, including whether to enforce claims, or whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, will potentially raise conflicts of interest, particularly with respect to funds that have invested in different securities within the same portfolio company. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, other funds managed by Frazier will potentially not provide such additional capital, and if provided, each such fund generally will supply such additional capital in such amounts, if any, as determined by such fund’s general partner in its sole discretion. Frazier has formed and may form co-investment vehicles or other investment funds that focus on debt investing or facilitating minority investments in debt securities. Frazier may also receive management fees and carried interest from such vehicles or funds. Frazier recognizes that in certain cases, such debt investments have been and may be in a company in which one or more Frazier Funds hold an equity investment, which presents a conflict of interest. Because of the different legal rights associated with the debt and equity securities of the same portfolio company, Frazier will seek to take steps to reduce or fully mitigate the conflict between the funds by taking only minority or non-controlling investments in the debt securities or by contractually deferring to the lead debtholder in connection with any determination, election, vote or consent with respect to the debt securities interests. However, given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to the Frazier Fund.

If a Fund enters into any indebtedness with another Frazier Fund on a joint and several basis, the relevant General Partner is expected to enter into one or more agreements that provide each Frazier Fund with a right of contribution, subrogation or reimbursement. In administering, or seeking to reinforce, these agreements, Frazier expects to be subject to conflicts of interest, for example between a Frazier Fund with a reimbursement obligation and a Frazier Fund seeking reimbursement. In certain circumstances Frazier Funds are expected to be prohibited from exercising (or Frazier may deem it appropriate to refrain from exercising) voting or other rights in order to mitigate the relevant conflicts, notwithstanding the fact that the investment(s) of one Frazier Fund or the other may be subject to creditor claims regarding subordination of interests. Frazier intends to mitigate any conflicts by structuring such agreement in a manner intended to cause each Frazier Fund to bear its proportionate share of the applicable indebtedness, without undue favoritism over time. Because of the different legal rights associated with the debt and equity securities of the same portfolio company, Frazier will seek to take steps to reduce or fully mitigate any conflict between the funds by taking only minority or non-controlling investments in the debt securities or by contractually deferring to the lead debtholder in connection with any determination, election, vote or consent with respect to the debt securities interests.

Securities Act of 1933, as amended (the “Securities Act”), pursuant to various exceptions and exemptions provided under those statutes. As a result, Frazier generally offers limited partner (or equivalent) interests in the Funds to a limited number of “accredited investors” as defined in Regulation D under the Securities Act and, in most cases, exclusively to “qualified purchasers” or “knowledgeable employees” as defined under the Investment Company Act and the rules and regulations promulgated thereunder. The Frazier Funds generally require substantial minimum initial investments, which vary by fund from $0 to $5 million. These minimum initial investments may be waived or reduced under certain circumstances by the General Partner.

Frazier attempts to employ a disciplined investment style and achieve diversification within the global healthcare sector, with the goal of creating attractive risk-adjusted returns.

When evaluating securities for investment, Frazier employs various valuation techniques and conducts extensive due diligence, including, but not limited to, company visits, discussions with company management, and qualitative and quantitative screening. Additionally, Frazier representatives may serve as members of, or observers on, portfolio companies’ boards of directors. Investment Risks

The strategies that Frazier employs entail a significant degree of risk and could result in substantial losses under certain circumstances. Accordingly, an investment in a Frazier Fund should be undertaken only by investors capable of evaluating and bearing the risks of the investment, including the risk of loss of all or substantially all of their investment. There can be no assurance that a Frazier Fund will achieve its investment objectives or that fund investors will receive a return of their capital. Please refer to the Governing Documents of the applicable

Frazier Fund for more complete information on the investment strategies employed by such Frazier Fund and corresponding risks associated with such investment strategies.

Such risks include those related to Frazier’s focus on the global healthcare sector as well as general risks related to investing in the types of funds and accounts that Frazier manages. Below are summaries of certain of those risks. Prospective fund investors are advised to review the applicable Governing Documents for a more extensive description of the risks of investing in any particular Frazier Fund or strategy.

Risks of Investing in Healthcare Sector. The Frazier Funds make investments in the healthcare industry, which is subject to regulatory controls by international, national, and, in some instances, local governmental authorities. The nature and scope of healthcare regulations are generally subject to political forces and market considerations, and recently, the U.S. government and other governments have shown significant interest in pursuing healthcare reform. New laws, regulations and judicial decisions, or new interpretations of existing laws, regulations and decisions that relate to healthcare availability, methods of delivery or payment for products and services, or sales, marketing or pricing, may have a material negative impact on the performance of portfolio companies that operate in this industry. Frazier cannot predict whether new legislation or regulations governing the healthcare industry will be enacted by legislative bodies or governmental agencies, or what effect such legislation or regulations might have.

In the United States, healthcare providers often rely on governmental and other third-party payers, such as federal Medicare, state Medicaid and private health insurance plans to pay for all or a portion of the cost of the products and services they provide. Their ability to obtain appropriate coverage and reimbursement for their products and services from governmental and other third-party payers is critical to their success. The introduction of cost-containment incentives has and will continue to result in increased discounts and contractual adjustments to charges for products and services in the healthcare industry. Future legislative or administrative changes to the payment system in the United States could significantly reduce the amount of reimbursement available for the products and services provided by portfolio companies from governmental and other third-party payers or result in a denial of coverage entirely.

Further, companies in the healthcare industry are often subject to significant risks related to litigation and liability for damages in connection with their operations, or products and services offered. The litigation and liability environment in the healthcare industry is constantly evolving, and new judicial decisions and legislative activity may increase exposure to any of these types of claims. Even if liability insurance is maintained by a portfolio company, it may not be adequate to cover potential liabilities, including as a result of warranty and product liability claims.

Inflation Reduction Act. On August 16, 2022, President Biden signed into law the Inflation Reduction Act (“IRA”), an omnibus budget law which contains significant reforms affecting prescription drug pricing and reimbursement. These reforms include: (i) manufacturer inflation rebates on drugs covered under Medicare Part B and Medicare Part D, to the extent such products’ prices increase faster than the rate of consumer price inflation, beginning in the fourth quarter of 2022 for Part D drugs and the first quarter of 2023 for Part B drugs; (ii) limits on Medicare Part B and Part D patients’ cost sharing for insulin, beginning in 2023; (iii) Medicare Part D benefit redesign beginning in 2024, including replacement of the “coverage gap discounts” that pharmaceutical manufacturers currently pay with new mandatory manufacturer discounts applicable during all phases of the Part D benefit after satisfaction of the deductible, beginning

in 2025; and (iv) federal price negotiation of “maximum fair prices” for certain “selected” highexpenditure drugs under Medicare Parts D and B, applicable beginning in 2026 for Part D drugs and 2028 for Part B drugs, under which maximum fair prices must be made available to pharmacies, physicians, and other entities dispensing or providing drugs covered under Medicare Parts D and B. Although the primary effects of the IRA reforms will be felt by manufacturers, Frazier Funds intend to invest in portfolio companies that will be active in the pharmaceutical and healthcare industries and that have been dependent upon the past price/compensation structure of prescription drugs. Therefore, Frazier Funds may be significantly and adversely impacted.

Growth Equity Transactions. The Frazier Buyout Fund’s strategy includes targeting growthequity investments. While growth-equity investments offer the opportunity for significant capital gains, such investments generally involve a higher degree of business and financial risk that can result in substantial or total loss. Growth-equity portfolio companies may operate at a loss or with substantial variations in operating results from period to period, and many will need substantial additional capital to support additional research and development activities or expansion, to achieve or maintain a competitive position, and/or to expand or develop management resources. Growth-equity portfolio companies may face intense competition, including from companies with greater financial resources, better brand recognition, more extensive development, marketing and service capabilities and a larger number of qualified managerial and technical personnel. Risks Associated with Investments in Life Sciences and Healthcare Companies. The success of the Frazier Funds’ portfolio companies may be dependent upon obtaining certain government approvals. Companies in the life sciences and healthcare industries typically require the approval of agencies such as the U.S. Food and Drug Administration (the “FDA”) prior to marketing their products to the public. The approval process is very lengthy and very costly, and there can be no guarantee that a portfolio company will obtain the necessary approvals for its products. If a portfolio company is unable to obtain these approvals in a timely fashion, the portfolio company may experience significant adverse effects, which in turn could negatively affect the performance of the Frazier Funds. Moreover, the current regulatory framework may change or additional regulations may arise at any stage during the product development phase of a portfolio company, which may affect the company’s ability to obtain approval of its products. The Frazier Funds may invest in companies that will need to obtain patents for their products, both in the U.S. and in other countries. The patent protection of the intellectual property of healthcare technology companies in many countries is highly uncertain and involves complex legal, scientific and factual issues. The policy regarding allowable claimed subject matter of life sciences or healthcare technology patents varies from jurisdiction to jurisdiction.

Development and Regulatory Approval. The outcome of the lengthy and complex process of developing new products in the pharmaceutical industry is inherently uncertain and involves a high degree of risk and cost. Drug development is time-consuming, expensive and unpredictable. The process from development to regulatory approval can take many years. Drug candidates can and do fail at any stage of the process, including as the result of unfavorable clinical trial results, including unfavorable new clinical data and additional analyses of existing clinical data. There can be no assurance regarding the ability to meet anticipated clinical trial commencement and completion dates, regulatory submission and approval dates, or as to whether or when

regulatory approval would be received, which will depend on the assessment by regulatory authorities of the benefit-risk profile suggested by the totality of the efficacy and safety information submitted. Decisions by regulatory authorities regarding labeling, ingredients and other matters could adversely affect the availability or commercial potential of our products. There is no assurance that we will be able to address the comments in complete response letters received with respect to certain drug applications to the satisfaction of the FDA. In addition, there are risks associated with interim data, including the risk that final results of studies for which interim data have been provided and/or additional clinical trials may be different from (including less favorable than) the interim data results and may not support further clinical development of the applicable product candidate or indication.

Additionally, the SEC has proposed, and is expected to continue to propose, rules that will impact the business of Frazier and the Frazier Funds. Such current and future rulemaking is expected to impact Frazier and its affiliates, the Frazier Funds and/or their investments and the Frazier Funds have the potential to bear significant increased costs as a result of such rules.

Uncertainty Related to Health Care Reimbursement and Reform Measures. In both the U.S. and foreign markets, sales of a biotechnology company’s products and its success will depend in part on the availability of reimbursement from third-party payors such as government health administration authorities, private health insurers, and other organizations. The levels of revenues and profitability of pharmaceutical companies may be affected by the continuing efforts of governmental and third-party payors to contain or reduce the costs of health care. Significant uncertainty exists as to the reimbursement status of newly approved health care products. There can be no assurance that a company’s proposed products will be considered cost-effective or that adequate third-party reimbursement will be available to enable a company to maintain price levels sufficient to realize an appropriate return on its investment in product development. Dependence on Single Products. Certain companies in which the Frazier Funds invest may only have one product under development. There can be no assurance that the product will be approved for marketing by the FDA or any foreign regulatory agency. Further, competition to the product may develop from other new and existing products. In either case, if a company is dependent on that one product, the consequences of such failure could be devastating to the prospects of such company, which in turn could negatively affect the performance of the Frazier Funds.

Financial Market Conditions and Fluctuations. Investments by the Frazier Funds will principally be made in securities of private companies without an active trading market. Traditional exit opportunities for venture capital funds, such as certain Frazier Funds, have consisted primarily of initial public offerings and acquisitions of portfolio companies by publicly traded companies, often for stock. The ability of the Frazier Funds to sell securities and realize investment gains will depend upon favorable market conditions. 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. In addition, general fluctuations in the market prices of securities may affect the value of the investments held by the Frazier Funds. Either the lack of favorable market conditions or a highly volatile market could result in substantially lower liquidation values and substantially longer periods before liquidity is achieved and could reduce the internal rate of return (“IRR”) that could be achieved by the Frazier Funds.

Non-U.S. Investments. The Frazier Funds may make investments in the securities of issuers that are organized, headquartered and/or have substantial sales or operations outside of the U.S. and Canada. Investing in non-U.S. securities may involve substantially greater risks than investing in U.S. securities including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which the Frazier Funds’ non-U.S. investments are denominated, and costs associated with conversion of investment principal and income from one currency to another; (ii) differences between the U.S. and non-U.S. securities markets, including potential price volatility in and relative illiquidity of some non-U.S. securities markets; (iii) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, and differences in government supervision and regulation; (iv) certain economic and political risks, including potential exchange control regulations, potential restrictions on foreign investments and repatriation of capital and the risks associated with political, economic or social instability, diplomatic developments, and the possibility of expropriation or confiscatory taxation; and (v) the possible imposition of non-U.S. taxes in income and gains recognized with respect to such securities. While Frazier will take these factors into consideration in making investment decisions for the Frazier Funds and intends to manage the Frazier Funds in a manner to minimize exposure to the foregoing risks, there can be no assurance that Frazier will be able to evaluate the risks accurately or that adverse developments with respect to such risks will not adversely affect the value or realization of investments that are held by the Frazier Funds in certain countries.

Non-Controlling Investments. The Frazier Funds, in some cases, make non-controlling investments in portfolio companies where the Frazier Funds may not be able to control or effectively influence the business or affairs of such entities. Portfolio companies in which the Frazier Funds’ investments are made may have economic or business interests or goals which are inconsistent with those of the Frazier Funds, and the Frazier Funds may not be in a position to influence those interests or goals or otherwise protect the value of the Frazier Funds’ investments in such entities. In addition, although the Frazier Funds may seek board representation in connection with their investments, there is no assurance that such representation, if sought, will be obtained. In many instances, the Frazier Funds will co-invest in a portfolio company with third parties. Such investments will involve additional risks not present in investments where a third party is not involved, including the possibility that the coinvestor may have interests which could be or become inconsistent with those of the Frazier Funds.

Need for Follow-On Investments. Following their initial investment in portfolio companies, the Frazier Funds may be called upon frequently to provide additional funds to portfolio companies or will have the opportunity to increase their investment in a portfolio company. Although Frazier is permitted to use capital commitments to make follow-on investments, there is no assurance that the Frazier Funds and their co-investors will provide all necessary follow-on capital. Accordingly, third-party sources of financing or co-investors may be required, but there is no assurance that such additional sources of financing will be available, or if available, will be on terms favorable to the Frazier Funds. Furthermore, the Frazier Funds’ capital is limited and may not be adequate to protect the Frazier Funds from dilution resulting from multiple rounds of financings of portfolio companies. If the Frazier Funds do not have capital available to participate in subsequent rounds of financing, failure to participate may have a significant impact on the portfolio company as well as the value of the Frazier Funds’ investment.

Investments in Leveraged Companies. The Frazier Funds expect to make equity investments in leveraged portfolio companies. Such investments are inherently more sensitive to declines in revenues and to increases in expenses and interest rates. Although Frazier will seek to use leverage in a prudent manner, the leveraged capital structure of such investments will increase the exposure of the portfolio companies to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of the portfolio companies or their respective industry. It is possible that a leveraged portfolio company in which a Frazier Fund invests will not have sufficient cash flow to pay its current debt service obligations as they become due or will not be able to refinance its outstanding indebtedness on favorable terms, or at all, upon maturity. Leverage also has the effect of potentially constraining the ability of the portfolio company to operate its business as desired and/or finance future operations and capital needs as well. It is anticipated that certain portfolio companies will have outstanding variable rate debt. An increase in interest rates could impact such portfolio companies’ ability to meet current debt service obligations. If a portfolio company is unable to timely meet its payment obligations or fails to satisfy applicable financial covenants, the portfolio company’s lenders typically will have the ability to exercise a variety of remedies under the relevant credit documents, including foreclosing on the assets of the portfolio company that are used to secure the underlying debt. Any rights of such Frazier Fund as an equity holder will be junior to the rights of the portfolio company’s lenders, whether the underlying debt is secured or not. If a portfolio company is liquidated or sold, there may be no assets remaining for equity holders after the portfolio company’s creditors are paid. These risks are generally expected to increase as interest rates rise, including in circumstances where a portfolio company’s creditworthiness is such that it must borrow at higher interest rates than are available to the relevant Frazier Fund. Except where otherwise required by the relevant Governing Documents, a Frazier Fund will not be obligated to borrow on behalf of a portfolio company, even in circumstances where the Frazier Fund’s creditworthiness would permit borrowing at a lower rate than is available to the portfolio company. In certain circumstances, due to separate evaluations of creditworthiness by lenders or facility providers, a portfolio company or other Frazier Fund subsidiary is expected to bear higher rates under a credit facility than are borne by the Frazier Fund, resulting in a potential net benefit to the Frazier Fund, or additional potential liquidity constraints or other burdens on the relevant portfolio company or Frazier Fund subsidiary.

A Frazier Fund is also permitted to borrow money or guaranty indebtedness (such as a guaranty of a portfolio company’s debt, a letter of credit or other forms of promise to provide funding) or otherwise be liable therefor, and in such situations, it is not expected that such Frazier Fund would be compensated for providing such guarantee or exposure to such liability. The use of leverage by a Frazier Fund generally also will result in fees, interest expense and other costs to such Frazier Fund that may not be covered by distributions made to such Frazier Fund or appreciation of its investments. While Frazier Fund-level borrowings generally will be subject to limitations set forth in the Governing Documents and interim in nature, asset- or intermediate entity-level leverage generally will not be subject to any limitations, including with respect to the amount of time such leverage may remain outstanding. A Frazier Fund generally is permitted to incur leverage on a joint, several, joint and several or cross-collateralized basis with one or more other Frazier Funds and entities managed by Frazier

or any of its affiliates, including through Frazier Fund subsidiaries and other intermediate entities, and may have a right of contribution, subrogation or reimbursement from or against such entities. Certain co-investors (potentially including service providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners) are not expected to share in incurring such leverage or the related costs and as a result the Frazier Fund will disproportionately bear the risk and/or costs of leverage arrangements. In addition, to the extent a Frazier Fund incurs leverage (or provides such guaranties), such amounts are permitted to be secured by commitments made by such Frazier Fund’s investors and such investors’ contributions may be required to be made directly to the lenders instead of such Frazier Fund.

To the extent a Frazier Fund provides bridge financing to facilitate portfolio company investments, it is possible that all or a portion of such bridge financing will not be recouped within the time period specified in the Governing Documents, in which case the investment would be treated as a permanent investment of the Frazier Fund. As a result, the relevant Frazier Fund’s portfolio could become more concentrated with respect to such investment than initially expected or otherwise provided for under the Frazier Fund’s investment limitations, certain of which exclude bridge financing investments.

Investment- and Intermediate Entity-Level Borrowing. Under the Governing Documents each Frazier Fund is authorized to incur indebtedness that is secured by any assets of the Frazier Fund (e.g., asset-based borrowing, as well as “back leverage” and net asset value (“NAV”) facilities). Even though it presents many of the same risks as fund-level borrowing, indebtedness (including borrowing money from any person, making guarantees or providing other credit support to any person or incurring any other obligation, including other extensions of credit) directly or indirectly through one or more intermediate entities other than a Frazier Fund (including special purpose vehicles, portfolio companies, intermediate entities and acquisition entities) will not be treated as fund-level borrowing for purposes of the Governing Documents, even if the special purpose vehicles or other entities incurring such leverage engage in borrowings that are crosscollateralized with or among multiple investments such that multiple investments and a substantial portion of a Frazier Fund’s value are at risk. As a result, these borrowings will not be subject to any limitations on fund-level borrowing in the Governing Documents. Indebtedness is permitted to be incurred for any purpose relating to the activities of the Frazier Fund, including without limitation to: finance any investment-related activities of the Frazier Fund; increase the buying power of the Frazier Fund; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Frazier Fund expenses or fund the payment of management fees; make, hold or dispose of investments; provide financing or refinancing to portfolio companies; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and/or provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the Governing Documents. Further, the Frazier Funds are expected to provide credit support (including letters of credit) or guarantee the obligations of one or more intermediate entities or portfolio companies that are joined as “qualified borrowers” or “portfolio company borrowers” under a Frazier Fund’s subscription line facility for the purpose of providing financing to one or more of such entities in support of one or more investments. Other investors or owners of such intermediate entities (or portfolio companies) generally will not share in the risk and/or cost of such financing, or the

guarantees or other credit support the relevant Frazier Fund provides in respect thereof under the relevant subscription facility. As a result, in a situation where additional credit support is required, the Frazier Fund and not such other investors or owners would be obligated to provide such amounts. However, these other investors or owners have the potential to benefit indirectly therefrom, to the extent the financing improves portfolio company performance. Since Frazier has more flexibility to engage in these structures, Frazier has an incentive to incur significant leverage at the level of holding companies beneath a Frazier Fund. The negative performance of one asset may materially and adversely impact the performance of other investments or a Frazier Fund as a whole.

Illiquidity of Portfolio Investments. The Frazier Funds’ investment portfolio will consist primarily of investments in private companies. There may not be a readily available market for the Frazier Funds’ investments and most of the Frazier Funds’ investments will be difficult to value. The securities in which the Frazier Fund will invest may be among the most junior in a portfolio company’s capital structure, and thus subject to the greatest risk of loss. It is highly speculative whether and when a portfolio company will be able to register its securities so that the securities become eligible for trading in public markets.

Hedging Arrangements; Related Regulations. A General Partner is authorized (but not obligated) to endeavor to manage the relevant Frazier Fund’s or any portfolio company’s currency exposures, interest rate exposures or other exposures, using hedging techniques where available and appropriate. The Frazier Funds are permitted to incur costs related to such hedging arrangements, which are permitted to be undertaken in exchange-traded or over-the-counter (“OTC”) contexts, including futures, forwards, swaps, options and other instruments. There can be no assurance that adequate hedging arrangements will be available on an economically viable basis or that such hedging arrangements will achieve the desired effect, and in some cases hedging arrangements may result in losses greater than if hedging had not been used. In some cases, particularly in OTC contexts, hedging arrangements will subject a Frazier Fund to the risk of a counterparty’s inability or refusal to perform under a hedging contract, or the potential loss of assets held by a counterparty, custodian or intermediary in connection with such hedging. OTC contracts may expose a Frazier Fund to additional liquidity risks if such contracts cannot be adequately settled. Certain hedging arrangements may create for a General Partner and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (the “CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of a Frazier Fund or a portfolio company to hedge its exposures becomes limited by such requirements. United Kingdom (“UK”) Exit from the European Union (“EU”). The UK formally withdrew from the EU on January 31, 2020 (“Brexit”). After this, the UK entered into a transition period during which the majority of existing EU rules continued to apply in the UK. Following the end of the transition period, on December 31, 2020, EU rules ceased to apply in the UK. Although the terms of the UK’s future relationship with the EU were agreed in a trade and cooperation agreement signed on December 30, 2020, the agreement does not include an agreement on financial services. In the absence of a formal agreement on this issue, UK firms in the financial sector have more limited access to the EU market than prior to Brexit and EU firms

similarly have more limited access to the UK, owing to the loss of passporting rights under applicable EU and UK legislation. Alternative arrangements and structures may allow for the provision of cross-border marketing and services between the EU and UK, but these are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future.

As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to substantially many of the same rules and regulations as prior to Brexit. However, the UK Government has begun the process of revising certain portions of onshored EU legislation as part of UK financial services legislation and regulation, which could result in substantive changes to regulatory requirements in the UK. It remains to be seen to what extent the UK may elect to diverge from the current EU-influenced regime over time, either by actively legislating to replace onshored EU rules or by passively not implementing or mirroring EU legislative changes. It is possible that the EU may respond to UK initiatives by restricting third country access to EU markets. If the regulatory regimes for EU and UK financial services change or diverge further, this could have an adverse impact on any Frazier Fund and its investments, including the ability of a Frazier Fund to achieve its investment objectives in whole or in part (for example, owing to increased costs and complexity and/or new restrictions in relation to cross-border access between the EU and non-EU jurisdictions).

The legal, political and economic uncertainty and disruption generally resulting from Brexit may adversely affect both EU- and UK-based businesses. Brexit has already led to disruptions in trade as businesses attempt to adapt cross-border procedures and rules applicable in the UK and in the EU to their activities, products, customers, and suppliers. Continuing uncertainty and the prospect of further disruption may result in an economic slowdown and/or a deteriorating business environment in the UK and in one or more EU Member States.

International Conflicts and Geopolitical Events. Wars and other international conflicts, such as the Iran-Israeli-USA conflict, Israeli-Palestinian conflict and the ongoing military conflict between Russia and Ukraine have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Frazier Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict.

Trade conflicts between the U.S. and certain foreign countries have intensified in recent periods. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments, including the Chinese government, have instituted, or threatened to institute, retaliatory tariffs on certain U.S. goods. The continuation or further intensification of such conflicts may lead to the introduction of additional barriers to trade, an increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and

securities prices in both public and private markets, any of which could have an adverse impact on the performance of the Frazier Funds’ portfolio companies and returns to investors

These matters may have a significant adverse impact and result in significant losses to the Frazier Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of a Frazier Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategy which any Frazier Fund intends to pursue, all of which could adversely affect the Frazier Fund’s ability to fulfill its investment objectives.

Material, Non-Public Information; Other Regulatory Restrictions. As a result of the operations of Frazier and its affiliates, as well as in connection with officerships or directorships of Frazier personnel, Frazier occasionally comes into possession of confidential or material, non-public information. Frazier and its affiliates may have access to material, non-public information that may be relevant to an investment decision to be made by a Frazier Fund. A Frazier Fund may be restricted from initiating a transaction or selling an investment which, if such information had not been known to it, may have been undertaken on account of applicable securities laws or Frazier’s internal policies and practices.

Similarly, anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the United States and other jurisdictions may prevent Frazier or the Frazier Funds from entering into transactions with certain individuals or jurisdictions. The United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the United States. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio companies owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the United States and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the U.S. Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, antitrust restrictions relating to one Frazier Fund’s acquisition of a portfolio company may preclude other Frazier Funds from making an attractive acquisition or require one or more other Frazier Funds to sell all or a portion of certain portfolio companies owned by them.

As a result of any of the foregoing, a Frazier Fund may be adversely affected because of Frazier’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent a Frazier Fund from pursuing investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by Frazier or may limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Frazier Fund will be able to participate in all potential investment opportunities that fall

within its investment objectives.

Sanctioned Investors. If after subscribing to a Frazier Fund a limited partner is included on a list of prohibited persons maintained by a relevant regulatory or governmental authority (including OFAC or equivalent non-U.S. authorities) (a “Sanctions List”), the relevant General Partner will have the sole discretion to determine the resolution, remedy and manner of compliance of the Frazier Fund with applicable laws, including without limitation a “freeze” on distributions and/or capital calls from the relevant limited partner and reporting to the relevant authorities. Adverse actions by any such authorities, including temporary or permanent stays or holds on the Frazier Fund’s activities, could materially and adversely affect the Frazier Funds.

Environmental, Social and Governance (“ESG”) Matters. Frazier maintains an ESG Policy and seeks to integrate certain material ESG factors into its investment process in accordance with its policy consistent with and subject to its fiduciary duty and any applicable legal, regulatory or contractual requirements. The process of electing and evaluating material ESG factors is subjective by nature, and Frazier expects to be subject to competing demands from different investors and stakeholder groups with divergent views on ESG (including the role of ESG factors in the investment process). There is no guarantee that the criteria utilized by Frazier, or any judgment exercised by Frazier, will reflect the views, internal policies or preferred practices of any particular investor or other asset manager or reflect market trends. Although Frazier views the integration of ESG factors to be an opportunity to potentially enhance or protect the performance of its investments over the long-term, Frazier cannot guarantee that its ESG program will positively impact the performance of any individual investment or Frazier Fund.

The materiality of ESG factors depends on many factors, including the relevant industry, location, asset class, and investment strategy. ESG factors, issues, and considerations do not apply in every instance and will vary by Frazier Fund and investment. In addition, in evaluating an investment, Frazier frequently depends upon information and data provided by a number of sources, including the relevant investments and/or various reporting sources which could be incomplete or inaccurate, and which could cause Frazier to incorrectly identify, prioritize, assess or analyze an investment’s ESG practices and/or related risks and opportunities. Frazier does not independently verify all ESG information reported by investments or third parties.

Further, Frazier’s ESG Policy, practices and procedures are expected to change over time. ESG integration and responsible investing practices as a whole are evolving rapidly and there are different principles, frameworks, methodologies, and tracking tools being implemented by asset managers. Frazier’s adoption and adherence to various such principles, frameworks, methodologies and tools is expected to vary over time. There is also growing regulatory interest across jurisdictions in improving transparency regarding how asset managers identify and manage financially material ESG risks and adverse impacts, as well as how they define and measure ESG performance. Additionally, Frazier, the Frazier Funds and their investments expect to be subject to disclosure laws and regulations related to a range of sustainability matters, or requiring due diligence processes and internal compliance systems in relation to human rights and environmental matters. At the same time, “anti-ESG” sentiment has gained momentum across the U.S., with several states and Congress having proposed or enacted “anti-ESG” policies,

legislation, or initiatives or issued related legal opinions. This evolving landscape results in management burdens and costs and could subject Frazier to enforcement or other legal or reputational risks. Frazier cannot guarantee that its current approach to ESG including its ESG Policy will meet future regulatory requirements or align with market trends.

U.S. Taxation of Carried Interest. U.S. federal income tax law treats certain allocations of capital gains to service providers by partnerships such as the Frazier Funds as short-term capital gain (taxed at higher ordinary income rates) unless the partnership has held the asset that generated such gain for more than three years. Additionally, Congress has considered proposed legislation that would treat certain income allocations to service providers by partnerships such as a Frazier Fund (including any carried interest) as ordinary income for U.S. federal income tax purposes that under current law are treated as an allocation of the partnership’s income (and which may be taxed at lower rates than ordinary income). Such rules, as well as any such legislation that may be enacted in the future, could apply to reduce the after-tax returns of individuals associated with a Frazier Fund, its General Partner, or Frazier who were or may in the future be granted direct or indirect interests in carried interest, which could make it more difficult for the relevant General Partner and its affiliates to incentivize, attract and retain individuals to perform services for a Frazier Fund. This creates potential incentives for Frazier to cause a Frazier Fund to hold investments for a longer period than would be the case if such greater-than-three-year holding period requirement did not exist.

Secondaries and other GP-Led Transactions. There continues to be a significant market for secondary sales, GP-led transactions, continuation funds, successor fund investments and other transactions. Many of these transactions involve an auction process run by an investment bank and a buyer (or buyer group) that agrees to purchase all or a portion of one or more investments that will continue to be managed by Frazier following the transaction. Such transactions are permitted to be undertaken for various reasons, including, for example, to balance competing interests between offering liquidity to existing limited partners and maintaining exposure to an asset where Frazier believes there is the potential for additional value generation. Where undertaken, existing limited partners typically are offered certain options relating to receiving liquidity from the transaction or continuing to maintain exposure to the asset, assets or a new portfolio of assets (including a portfolio that combines assets from multiple Frazier Funds sponsored by Frazier and its affiliates), often on different terms than their original investment in the Frazier Fund. However, certain of such transactions are expected to involve: a limited partner investing (or being required to invest) additional capital in the existing Frazier Fund and/or other investment vehicles, a greater exposure to one or more particular portfolio companies, and/or a delay in the full liquidation of the Frazier Fund’s investment. In other circumstances, even limited partners that elect to continue to hold a direct or indirect interest in the relevant portfolio company will have their interest adjusted as if distributed (i.e., a portion of such interest will be allocated to the relevant General Partner to the extent of its right to receive carried interest, if any), effectively diluting their interests. Each of these transactions has the potential for conflicts between the interests of a Frazier Fund or limited partner and those of Frazier or any buyer group that typically are not applicable to more traditional investment sales. For example, in circumstances where Frazier or an affiliate will continue to manage and receive fees and/or performance-based compensation relating to

the subject assets following the transaction, their incentives are expected to diverge from those of limited partners who elect to sell their interests. Similarly, there are conflicts of interest among the selling Frazier Fund, Frazier, the relevant General Partner and any buyer group relating to the valuation and consideration offered for the subject investment(s). To the extent Frazier requires existing limited partners and/or new buyers to commit capital to a continuation fund or another Frazier Fund managed by Frazier in addition to the purchase amount paid in a transaction (including commitments to the relevant Frazier Fund in specified ratios to the purchase price), such requirement is expected to have a dilutive effect on the purchase price for the selling Frazier Fund and its limited partners. There can be no assurance that any such transaction will accurately reflect the fair market value of the investment(s) being sold. Further, the relevant General Partner is expected to be incentivized, including through the possibility of receiving additional compensation, to make investments in portfolio companies with the view of holding such investments for longer periods of time or to make investments that it would not otherwise have made if the possibility of liquidity through a secondary transaction did not exist. Where co-investors historically have been invested in an investment subject to such a transaction, there can be no assurance that they will receive the same liquidity or other options as limited partners in the relevant Frazier Fund, and in such circumstances, Frazier reserves the right to compel co-investors to receive cash or continue to hold an interest in the relevant investment. In other circumstances, certain limited partners will not be permitted to continue to maintain exposure to the asset(s) due to a lack of eligibility to invest in a continuation vehicle under relevant securities, tax or other considerations. Although relevant conflicts of interest are disclosed to limited partners and/or the relevant advisory committee(s) prior to the closing of the transaction, there can be no assurance that Frazier will successfully identify all conflicts of interest or resolve or mitigate all such conflicts of interest in favor of a Frazier Fund or any individual limited partner or group of limited partners. However, Frazier reserves the right, in its sole discretion, to determine to engage in such transactions, subject to any approvals required in the relevant Governing Documents. Frazier is permitted to seek the consent of the relevant Frazier Fund advisory committee(s) to approve conflicts associated with such transactions and accordingly not all limited partners will necessarily be able to approve or disapprove of such transactions. Similar to any prospective sale or disposition of Frazier Fund investments, to the extent such transactions are not consummated, the relevant Frazier Fund is expected to bear as “broken-deal” expenses all of the related costs in the absence of an agreement with other parties to bear a portion of such costs.

Data Privacy. The adoption, interpretation and application of consumer protection, data protection and/or privacy laws and regulations in the United States, Europe and other jurisdictions (collectively, “Privacy Laws”) could significantly impact current and planned privacy and information security related practices, the collection, use, sharing, retention and safeguarding of personal data and current and planned business activities of Frazier, the General Partners, the Frazier Funds and/or their portfolio companies, and increase compliance costs and require the dedication of additional time and resources to compliance for such entities. A failure to comply with such Privacy Laws by any such entity or their service providers could result in fines, sanctions or other penalties or litigation, which could materially and adversely affect the results of operations and overall business, as well as have a negative impact on reputation and Frazier Fund performance. As Privacy Laws are implemented, interpreted and applied,

compliance costs for Frazier, the General Partners, the Frazier Funds and/or their portfolio companies, are likely to increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place. Certain jurisdictions, including U.S. states, have proposed, adopted or are considering similar Privacy Laws, which if enacted could impose significant costs, potential liabilities and operational and legal obligations. Such Privacy Laws are expected to vary from jurisdiction to jurisdiction, thus increasing costs, operational and legal burdens, and the potential for significant liability for regulated entities, which could include Frazier, the General Partners, the Frazier Funds and/or their portfolio companies.

Cybersecurity Breaches. Frazier, its service providers and other market participants increasingly 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 a Frazier Fund and/or its limited partners, despite the efforts of Frazier and its service providers 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 a Frazier Fund and its limited partners. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of Frazier, its service providers, counterparties or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of Frazier’s systems to disclose sensitive information in order to gain access to Frazier’s data or that of a Frazier Fund’s limited partners. A successful penetration or circumvention of the security of Frazier’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 a Frazier Fund, Frazier and/or Frazier’s service providers to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. Similar types of operational and technology risks are also present for portfolio company investments, which could have material adverse consequences for such investments, and may cause a Frazier Fund’s investments to lose value. Use of Subscription Lines. The Frazier Funds have funded, and may in the future fund the financing of its operations, including the acquisition of, financing or refinancing investments, as well as consolidating or making less frequent capital calls to limited partners, with proceeds from drawdowns under one or more revolving credit facilities (the collateral for which can be, for example, the undrawn capital commitments of investors, i.e., subscription lines) prior to calling capital commitments. The interest expense and other costs of any such borrowings will be borne by the relevant Frazier Fund and, accordingly, may decrease net returns of such Frazier Fund. However, conflicts of interest have the potential to arise in that the use of such subscription lines typically delays the need for limited partner to make contributions to a Frazier Fund, or results in short-term gains to a Frazier Fund, which in certain circumstances enhances the relevant Frazier Fund’s return calculations and thereby may be deemed to benefit the marketing efforts of the General Partner and its affiliates and increases the likelihood that any hurdle or preferred return component in the Frazier Fund’s carried interest arrangements will be met. A portfolio company financing from a subscription line, rather than from a Frazier Fund-level equity commitment, has the potential to increase such returns, particularly in instances where the

relevant amount has been drawn for an extended period of time. It is expected that interest will accrue on any such outstanding borrowings at a rate lower than the preferred return, if applicable to a Frazier Fund, which will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made to the relevant Frazier Fund. In other circumstances the use of fund-level borrowing can increase the base of a Frazier Fund’s management fee calculation, such as during periods where management fees are based in whole or in part on an acquisition cost that includes a borrowing component. Because management fees are incurred whether an investment is financed through capital calls or borrowings, a Frazier Fund’s preferred return typically does not accrue on outstanding borrowings, the relevant General Partner has an incentive to cause the Frazier Fund to make investments and/or pay such amounts using a subscription line rather than making capital calls. In light of the foregoing, Frazier has an incentive to cause such vehicle to borrow in this manner in lieu of drawing down capital commitments, subject to the Governing Documents of each Frazier Fund. In addition, because amounts borrowed under a subscription line typically are secured by pledges of the relevant General Partner’s right to call capital from the limited partners, limited partners may be obligated to contribute capital on an accelerated basis if a Frazier Fund fails to repay the amounts borrowed under a subscription line or experiences an event of default thereunder.

Conflicts of interest also exist when a subscription line is used to make an investment that is later sold in part to co-investors (including one or more co-investing Frazier Funds) as, to the extent co-investors are not required to act as guarantors under the relevant facility or pay related costs or expenses, co-investors nevertheless stand to receive the benefit of the use of the subscription line and neither the relevant Frazier Fund nor investors generally will be compensated for providing the relevant guarantee(s) or being subject to the related costs, expenses and/or liabilities.

Public Health Emergencies; Coronavirus. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and, the Coronavirus Disease 2019 ("COVID-19") pandemic have resulted in historic market disruptions, and future such emergencies have the potential to materially and adversely impact economic production and activity in ways that are impossible to predict, all of which may result in significant losses to the Frazier Funds.

The ultimate impact of any such health emergency — and any resulting decline in economic and commercial activity — on global economic conditions, and on the operations, financial condition and performance of any particular industry or business, is impossible to predict, but could have a significant adverse impact and result in significant losses to the Frazier Funds. The extent of the impact on the Frazier Funds’ and their portfolio companies’ operational and financial performance will depend on many factors, all of which are highly uncertain and cannot be predicted, and this impact may include significant reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital. These same factors may limit the ability of the Frazier Funds to source, diligence and execute new investments and to manage, finance and exit investments in the future, and governmental mitigation actions may constrain or alter existing financial, legal and regulatory frameworks in ways that are adverse to the investment strategy the Frazier Funds intend to pursue, all of which could adversely affect the Frazier Funds’ ability to fulfill their investment objectives. They may also impair the ability of portfolio companies or their counterparties to perform their respective obligations under debt instruments and other commercial agreements

(including their ability to pay obligations as they become due), potentially leading to defaults with uncertain consequences. In addition, the operations of the Frazier Funds, their portfolio companies, the General Partners and Frazier may be significantly impacted, or even temporarily or permanently halted, as a result of any such health emergencies, or any measures, restrictions, remote-working requirements and other factors related thereto, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Business Continuity Plans. In the event of unforeseen catastrophic events such as natural disasters, terrorist attacks and epidemics, Frazier will initiate its business continuity plan to safeguard that its employees have the resources and technology necessary to continue their responsibilities and meet portfolio company and investor needs. Frazier is not able to predict the level of disruption that such catastrophic events may have on its operation or the ability of its plan to succeed in a time of crisis. Thus, its business continuity plan may be insufficient to continue operating Frazier’s business as usual in light of such unforeseen circumstances. Any insufficiency in the business continuity plan could cause interruptions in the operations of Frazier, the Frazier Funds and their portfolio companies, and/or each of their respective affiliates.

Financial Institution Risk; Distress Events. An investment in a Frazier Fund is subject to the risk that one or more of the Frazier Fund’s banks, brokers, hedging counterparties, lenders to or other custodians of some or all of the Frazier Fund’s assets (each, a “Financial Institution”) fails to perform its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by various factors, including eroding market sentiment, significant withdrawals (e.g., a bank run in which depositors collectively withdraw their balances within a short period of time), fraud, malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences a Distress Event, Frazier, the Frazier Funds and/or their portfolio companies may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, or the Securities Investor Protection Corporation, in the case of certain broker-dealers, amounts in excess of the relevant insurance (including Frazier Fund assets maintained with qualified custodians pursuant to Rule 206(4)-2 under the Advisers Act) are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets.

Any Distress Event has a potentially adverse effect on the ability of Frazier to manage the Frazier Funds and their investments, and on the ability of Frazier, any Frazier Fund and/or portfolio companies to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. Frazier is under no obligation to use a minimum number of Financial Institutions with respect to any Frazier Fund or to maintain account balances at or below the relevant insured amounts. Furthermore, such balances

maintained by Frazier and the Frazier Funds are generally expected to fluctuate, including with respect to the Frazier Funds in connection with capital calls to limited partners and dispositions of investments, and certain balances will substantially exceed applicable deposit insurance.

Artificial Intelligence and Machine Learning. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to Frazier, the Frazier Funds and the portfolio companies. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Frazier Funds invest, and any such changes could render Frazier’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of Frazier, the Frazier Funds and the portfolio companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect Frazier, the Frazier Funds, the portfolio companies and their operations. Additionally, Frazier, the Frazier Funds and the portfolio companies could be further exposed to the risks of AI Technologies if third-party service providers or any counterparties, whether or not known to Frazier, use AI Technologies in their business activities. Frazier will not be able to control the use of AI Technologies in third-party products or services, including those provided by Frazier’s and its affiliates’ service providers. Additionally, Frazier and its personnel will use AI Technologies in connection with Frazier’s business activities, including to support Frazier’s due diligence and investment activities. AI Technologies are highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data, and any inaccuracies, deficiencies or biases in this data could lead to errors affecting Frazier’s decision-making and investment processes. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on Frazier, the Frazier Funds and the portfolio companies. Risks of Realization and Lack of Liquidity of Investments. A Frazier Credit Fund generally invests in interests in senior debt securities issued by private companies, which are not publicly-traded. These senior debt instruments are generally heavily negotiated and subject to offering restrictions and, accordingly, do not have the liquidity of conventional public bond and equity securities. Consequently, a Frazier Credit Fund must rely on other means to achieve liquidity and may be precluded from selling interests in the senior debt securities at an optimal time. Given the nature of the investments contemplated by a Frazier Credit Fund, there is a significant risk that a Frazier Credit Fund will be unable to realize its investment objectives by sale or other disposition at attractive prices or otherwise will be unable to complete any exit strategy. In particular, these risks could arise from changes in the financial condition or prospects of the companies whose borrowings underlie a Frazier Credit Fund’s investments, changes in national or international economic or political conditions (including acts of war, terrorism or other calamity or crisis), adverse conditions in national or global financial or capital markets, or changes in laws, regulations, fiscal policies or political conditions of countries in which investments are made. Interest Rate Risk. In general, the value of a debt security changes as prevailing interest rates change. For fixed-rate debt securities, when prevailing interest rates fall, the values of

outstanding debt securities generally rise. When interest rates rise, the values of outstanding debt securities earning lower rates generally fall, and they may sell at a discount from their face amount. The debt instruments in which a Frazier Credit Fund invests generally will have adjustable interest rates. For that reason, the relevant General Partners expect that when interest rates change, the amount of interest received by a Frazier Credit Fund in respect of such debt investments will change in a corresponding manner. In contrast, the interest income earned by a Frazier Credit Fund on the cash balances in the collateral account, which is expected to be a small component of a Frazier Credit Fund’s total anticipated earnings, is earned at a floating rate and thus will fall when Treasury rates decline or rise when Treasury rates increase.

Reliance upon Co-Investors. A Frazier Credit Fund invests in loans syndicated to one or more additional debt investors, one of which will be responsible for negotiating the terms of the loan agreement that establishes the terms and conditions of the debt investment and the rights of the borrower and the lenders. In addition, matters relating to the debt obligations may be put to a vote of holders, the majority of whom may vote in a manner inconsistent with the preferences of a Fund. In such circumstances, a Frazier Credit Fund is bound by the negotiated terms of the loan documentation. There can be no assurance that the co-investor will negotiate terms which are consistent with the terms generally sought by a Frazier Credit Fund. If the co-investor is acting as collateral agent under the loan documentation and becomes insolvent, the assets securing the debt investment may be determined by a court or regulatory authority to be subject to the claims of the co-investor’s creditors. If that were to occur, a Frazier Credit Fund might incur delays and costs in realizing payment on the loan, or it might suffer a loss of principal and/or interest. Loan Origination. If a Frazier Credit Fund desires to sell or assign a loan that it originates, but is unable to sell, assign or successfully close transactions for assignments or participations in such loans, such Frazier Credit Fund will be forced to hold such a loan until such time as it can be disposed, during which time such Frazier Credit Fund may be “overweighted” with respect to a particular borrower.

Future Funding Obligations. A Frazier Credit Fund reserves the right to incur funding obligations that arise in the future in connection with an investment. For example, a Frazier Credit Fund is permitted to purchase from a lender a revolving credit facility that has not yet been fully drawn or enter into a loan commitment in which the lender commits itself to make a loan or loans up to a specified amount within a specified time period. If a borrower subsequently draws down on such facility, the applicable Frazier Credit Fund would be obligated to fund the amounts due. Further, a lender typically is obligated to advance the unfunded amount of a loan commitment at the borrower’s request, subject to certain conditions regarding the creditworthiness of a borrower, and borrowers with deteriorating creditworthiness may continue to satisfy their contractual conditions and therefore be eligible to borrow at times when the lender might prefer not to lend. In addition, a lender may have assumptions as to when a company in which a Frazier Credit Fund invests may draw on an unfunded loan commitment when the lender enters into the commitment. If the borrower does not draw as expected, the commitment may not prove as attractive an investment as originally anticipated. Any failure to advance requested funds to a company in which a Frazier Credit Fund invests could result in possible assertions of offsets against amounts previously lent.

Counterparty Risk. Some of the markets in which a Frazier Credit Fund may effect transactions are over-the counter (“OTC”) or “interdealer” markets. The participants in such markets typically are not subject to the same credit evaluation and regulatory oversight as are members of “exchange based” markets. In addition, many of the protections afforded to participants on some organized exchanges, such as the performance guarantee of an exchange clearinghouse, might not be available in connection with such “over-the-counter” transactions. This exposes the applicable Frazier Credit Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing such Frazier Credit Fund to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where such Frazier Credit Fund has concentrated its transactions with a single or small group of counterparties. The relevant General Partner is not restricted from dealing with any particular counterparty or from concentrating any or all of such Frazier Credit Fund’s transactions with one counterparty. Moreover, the relevant General Partner has no formal credit function which evaluates the creditworthiness of the applicable Fund’s counterparties. The ability of such Frazier Credit Fund to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by such Frazier Credit Fund.

In addition, the counterparties with which a Frazier Credit Fund effects transactions may cease making markets or quoting prices in certain of the instruments. In such instances, a Frazier Credit Fund may be unable to enter into a desired transaction, or to enter into an offsetting transaction with respect to an open position, which might adversely affect its performance. Further, in contrast to exchange-traded instruments, certain forward, spot and option contracts and swaps may not provide a trader with the right to offset its obligations through an equal and opposite transaction. For this reason, in entering into forward, spot or options contracts or swaps, a Frazier Credit Fund may be required, and must be able, to perform its obligations under the contract.

Cross Collateralization. A Frazier Credit Fund may engage in financings where several investments are cross-collateralized, thereby subjecting multiple investments to the risk of loss. As a result, a Frazier Credit Fund could lose its interests in performing investments in the event such investments are cross- collateralized with poorly performing or non-performing investments. Equitable Subordination. Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). Due to the nature of the debt obligations,

a Frazier Credit Fund may be subject to claims from creditors of an obligor that debt obligations of such obligor which are held by such Frazier Credit Fund should be equitably subordinated.

Non-Investment Grade Securities. A Frazier Credit Fund generally is authorized to acquire interests in securities that are rated in the non-investment grade categories by the various credit rating agencies or are not rated. Such securities are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions, and the yields and prices of such securities may be more volatile than those for higher-rated securities. The market for non-investment grade and non-rated securities is often less liquid than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold and may even make it impractical to sell such securities. The limited liquidity of the market may also adversely affect the ability of the relevant calculating party to arrive at a fair value for certain non-investment grade and nonrated securities at certain times and could make it difficult for a Frazier Credit Fund to sell or dispose of certain securities. Distressed Credit. A Frazier Credit Fund reserves the right to invest in securities of U.S. and nonU.S. issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, or that are involved in bankruptcy or reorganization proceedings. Investments of this type may involve substantial financial and business risks that can result in substantial or at times even total losses. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments also may be adversely affected by U.S. state and federal laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability, and the U.S. Bankruptcy Court’s power to disallow, reduce, subordinate or disenfranchise particular claims. The market prices of such securities are also subject to abrupt and erratic market movements and above-average price volatility, and the spread between the bid and asked prices of such securities may be greater than those prevailing in other securities markets. It may take a number of years for the market price of such securities to reflect their intrinsic value. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (e.g., due to failure to obtain requisite approvals), will be delayed (e.g., until various liabilities, actual or contingent, have been satisfied), or will result in a distribution of cash or a new security the value of which is less than the purchase price to such Frazier Credit Fund of the security in respect to which such distribution was made.

Risks Associated with Bankruptcy Cases. A Frazier Credit Fund may hold an investment in companies either currently in, or that may enter into, Chapter 11 bankruptcy or insolvency proceedings. Many of the events within bankruptcy or insolvency proceedings are adversarial and are often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that bankruptcy courts would decide favorably toward, or consistent with the interests of, such Frazier Credit Fund. Furthermore, there are instances where creditors and equity holders lose their ranking and

priority as such if they are considered to have taken over management and/or functional operating control of a debtor.

As the duration of bankruptcy cases can be only roughly estimated, the reorganization process can involve substantial legal, professional, and administrative costs to a company and/or a Frazier Credit Fund and is subject to unpredictable and lengthy delays. In addition, during the process a company’s competitive position may erode, key management may depart, and the company may not be able to invest adequately. In some cases, a company may not be able to reorganize and may be required to liquidate assets. Decisions by a Frazier Credit Fund to invest primarily in the debt of such companies may not be protective of such Frazier Credit Fund’s economic interests, as the debt of companies in the process of financial reorganization generally will not pay current interest, may not accrue interest during reorganization, and may be adversely affected by an erosion of the issuer’s fundamental values. Such investments can result in a total loss of principal.

There exists a significant risk that a Frazier Credit Fund’s influence with respect to a class of securities can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, a class. In addition, certain administrative costs and claims (for example, claims for taxes) that have priority by law over the claims of certain creditors may be quite high.

A Frazier Credit Fund reserves the right to purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction or forfeiture by such Frazier Credit Fund.

Participation on Creditors’ Committees. Certain members of the relevant General Partner or affiliates of the General Partner, on behalf of the Frazier Credit Funds, are permitted to serve on committees formed by creditors (“Creditors’ Committees”) to negotiate with the management of financially troubled companies that may or may not be in bankruptcy. Such Frazier Credit Fund may also seek to negotiate directly with debtors with respect to restructuring issues. Even if the applicable Frazier Credit Fund chooses to join a Creditors’ Committee, there can be no assurance that such Frazier Credit Fund would be successful in obtaining results favorable to it in such proceedings, and such Frazier Credit Fund may incur significant legal fees and/or other expenses in attempting to do so, as Creditors’ Committees generally consist of many participants, each of which attempts to obtain an outcome that is in its individual best interests. As a result of such Frazier Credit Fund’s service on such Creditors’ Committees, the Frazier Credit Fund may be deemed to have duties to other creditors represented by the Creditors’ Committees, which might thereby expose such Frazier Credit Fund to liability to such other creditors who disagree with such Frazier Credit Fund’s actions. The relevant General Partner, on behalf of the applicable Frazier Credit Fund, reserves the right to elect to serve on Creditors’ Committees, equity holders’ committees, or other groups to ensure preservation or enhancement of such Frazier Credit Fund’s position as a creditor or equity holder. A member of any such Creditors’ Committee or group may owe certain obligations generally to all parties similarly situated that the Creditors’ Committee represents. If the General

Partner concludes that its obligations owed to the other parties as a Creditors’ Committee or group member conflict with its duties owed to the applicable Frazier Credit Fund, it will resign from that Creditors’ Committee or group, and such Frazier Credit Fund may not realize the benefits, if any, of the relevant General Partner’s service on the Creditors’ Committee or group. Additionally, if such Frazier Credit Fund is represented on a Creditors’ Committee or group, it may be restricted or prohibited under applicable law from disposing of its investments in the subject company while it continues to be represented on such Creditors’ Committee or group.

Creditor Rights. In some cases, a General Partner may seek appropriate creditor rights to help protect a Frazier Credit Fund’s interests, and such rights may include, under certain circumstances, the right to appoint one or more representatives to the board of directors (or similar governing body) of the companies in which it invests. Such creditor rights may expose a Frazier Credit Fund’s representatives, and ultimately such Frazier Credit Fund, to potential liability. Not all portfolio investments may obtain insurance with respect to such liability, and the insurance that portfolio investments do obtain may be insufficient to adequately protect officers and directors from such liability. In addition, involvement in litigation can be time consuming for such persons and can divert the attention of such persons from a Frazier Credit Fund’s investment activities.

Inability to Vote Certain Positions. As a result of voting agreements or other arrangements relating to certain issuers, securities or instruments in which a Frazier Credit Fund is invested, the relevant General Partner or its affiliates may be subject to restrictions on their ability to vote or take other actions with respect to such issuers or securities. In such situations, the relevant General Partner may not be able to vote or take other actions with respect to such issuers or securities in the manner that it otherwise would believe to be in the best interests of the applicable Frazier Credit Fund.

Collateral. A Frazier Credit Fund may have significant credit risk exposure and will have significant operational risk exposure to its counterparties, which may require such Frazier Credit Fund to post collateral to support their obligations in connection with transactions involving forwards, swaps, futures, options, and other derivative instruments. Generally, counterparties will have the right to sell, pledge, rehypothecate, assign, use or otherwise dispose of the collateral posted by the applicable Frazier Credit Fund in connection with such transactions. This could increase such Frazier Credit Fund’s exposure to the risk of a counterparty default since, under such circumstances, such collateral could be lost or such Frazier Credit Fund may be unable to recover such collateral promptly. Also, counterparties have an interest in maximizing the return from such collateral. This interest would conflict with the interests of such Frazier Credit Fund in preserving and protecting its portfolio.

Suspensions of Trading. Each securities exchange typically has the right to suspend or limit trading in all securities that it lists. Such a suspension could render it impossible for a Frazier Credit Fund to liquidate its positions listed on such exchanges and thereby expose it to losses. In addition, there is no guarantee that non-exchange markets will remain liquid enough for such Frazier Credit Fund to close out positions. Non-U.S. Currency Risks. Although many of a Frazier Credit Fund’s investments are expected to

be U.S. dollar denominated, a Fund’s investments that are denominated in non-U.S. currencies are subject to the risk that the value of a particular currency will change in relation to one or more other currencies, including the U.S. dollar, the currency in which the books of a Frazier Credit Fund are kept and contributions and distributions generally will be made. Among the factors that may affect currency values are trade balances between nations, the level of shortterm interest rates, differences in relative value of similar assets in different currencies, longterm opportunities for investment and capital appreciation and political developments. A Frazier Credit Fund may incur costs in converting investment proceeds from one currency to another. Non-U.S. prospective investors should note that interests in a Frazier Credit Fund are denominated in U.S dollars. Prospective investors subscribing for interests in a Frazier Credit Fund in any country in which U.S. dollars are not the local currency should note that changes in value of foreign exchange between the U.S. and such currency may have an adverse effect on the value, price or income of the investment to prospective investors. There may be foreign exchange regulations applicable to investments in non-U.S. currencies in certain jurisdictions. Each prospective investor should consult with its, his or her own counsel and advisors as to all legal, tax, financial and related matters concerning an investment in a Frazier Credit Fund.

Such persons are required to comply with Frazier’s compliance policies and procedures, including its Code of Ethics. Accordingly, the SEC may enforce the requirements of the Advisers Act with respect to such activities. Frazier has a legacy relationship with Frazier Life Sciences Management, L.P. (“Frazier Life Sciences”), a registered investment adviser with CRD#317522, whereby the advisers agree to co-manage Frazier Healthcare VII, L.P. and Frazier Healthcare VII-A, L.P. Frazier is not affiliated with Frazier Life Sciences

Additional information regarding Frazier Life Sciences may be found in its Form ADV In addition, entities affiliated with Petershill Partners (the “Minority Owner”) hold an indirect passive minority interest in Frazier and its affiliated general partners of certain of the Funds. The Minority Owner does not have authority over the day-to-day operations or investment decisions of Frazier as they relate to the Frazier Funds, although it has negotiated certain minority protection and consent rights in connection with its investment in Frazier. Although it intends to maintain

operations, strategy and investment decisions separate from the Minority Owner, due to Frazier’s ongoing relationship with the Minority Owner, Frazier generally expects to have incentives to conduct operations in a manner that benefits the Minority Owner, for example, to use the services of the Minority Owner, its affiliates, or firms or other persons recommended by any of them. Relationships with Related Persons

Frazier and its related persons are, directly or indirectly, the general partners, limited partners and/or managing members of the General Partner. Frazier and its related persons expect to spend substantially all of their business time on one or more of the Frazier Funds as required pursuant to the terms of each Frazier Fund’s Governing Documents. This creates conflicts in the allocation of time, resources and investment opportunities among the Frazier Funds. Investors are requested to refer to the Governing Documents of each Frazier Fund for more complete information on the requisite time commitments (if any) of Frazier and its related persons to the Frazier Funds. Please also refer to the description of Frazier’s investment allocation policy described in the subsection “Side-by-Side Management” in Item 6 above.

Employees of Frazier and its affiliates, in certain instances, serve as officers, advisors, directors or in comparable management functions for portfolio companies in which the Frazier Funds invest, or provide other services to portfolio companies, and have received, and may in the future receive, compensation in connection therewith. Employees of Frazier also have served, and may in the future serve, on the board of directors or a creditors committee of a portfolio company or be given access for other reasons to confidential information relating to companies in which the Frazier Funds invest. As a result, the Frazier Funds may, under certain circumstances, be prohibited for a period of time from engaging in transactions with respect to the debt or securities of such a portfolio company, which prohibition may have an adverse effect on the Frazier Funds.

Frazier employees invest in other private equity investment vehicles managed by other advisers. In some cases, Frazier Funds may purchase portfolio companies that are owned by such investment vehicles, which may indirectly benefit such Frazier employees.

Certain Frazier Advisors (as defined under Item 14 “Client Referrals and Other Compensation” below) with considerable senior-level operating experience are expected at times to serve in interim management roles at the portfolio companies in which the Frazier Funds invest. These individuals provide additional support and guidance to the portfolio company’s management team. Deploying senior level talent to portfolio companies (which most young companies could not otherwise afford or attract) for a specific pre-determined period of time is a capital efficient manner for Frazier to add demonstrable value to its companies. In addition, having access to these individuals can help the portfolio company save critical time and scarce resources by avoiding the need to hire executive recruiters, interview potential recruits, negotiate compensation packages and then terminate the person when the specific job has been accomplished. The ability to deploy such individuals to portfolio companies enhances the opportunity set of investments that Frazier can pursue on behalf of its limited partners. To the extent provided by each Frazier Fund’s Governing Documents, fees received by a Frazier Advisor from a portfolio company do not offset or reduce the management fees payable by the Frazier Funds. See Item 14 “Client Referrals and Other Compensation” for details on the treatment of compensation Frazier Advisors receive from portfolio companies.

Under Frazier’s Code of Ethics, all of its supervised persons have a duty to act in the best interests of the Frazier Funds and are required to promptly report all violations of the Code of Ethics to Frazier’s Chief Compliance Officer. All supervised persons at Frazier must acknowledge the terms of the Code of Ethics annually, or as amended.

The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the supervised persons of Frazier will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. In general, supervised persons of Frazier are not permitted to trade a security in their own personal accounts without pre-approval from the Chief Compliance Officer if (1) any Frazier Fund has a position in the security, (2) Frazier is meaningfully researching, analyzing or considering a transaction in a security on behalf of a Frazier Fund, or (3) has otherwise decided to prohibit trading in the security. Additionally, supervised persons of Frazier may not purchase securities in an initial public offering or private placement without the prior approval of the Chief Compliance Officer and are not permitted to sell short, purchase options or engage in similar “betting against” transactions of portfolio company securities of a Frazier Fund, for so long as the portfolio company remains an investment in a Frazier Fund. Under the Code of Ethics, certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interests of Frazier’s clients. Because the Code of Ethics in some circumstances would permit supervised persons to invest in the same securities as clients, there is a possibility that supervised persons might benefit from market activity by a client in a security held by a supervised person. Supervised persons’ personal trading is continually monitored under the Code of Ethics, and to reasonably prevent conflicts of interest between Frazier and its clients. Investors or prospective investors may request a copy of the firm's Code of Ethics by contacting Steve Bailey, Chief Compliance Officer at (206) 621-7200. However, Frazier reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with Frazier on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential to materially affect the investments available to the Frazier Funds or the expenses borne thereby.

In certain cases, Frazier will have the opportunity (but, subject to any applicable restrictions or procedures in the Governing Documents, no obligation) to identify one or more secondary transferees of interests in a Frazier Fund. In such cases, Frazier will not receive compensation for identifying such transferees, and will use its discretion to select such transferees based on eligibility and other factors similar to those employed in selecting co-investors, and unless required by the Governing Documents, will determine in its sole discretion whether the opportunity to receive a transfer of Frazier Fund interests should be offered to one or more existing Frazier Fund investors.

Frazier anticipates that, in appropriate circumstances, consistent with clients’ investment objectives, it will cause accounts over which Frazier has management authority to effect and will recommend to investment advisory clients or prospective clients, the purchase or sale of securities in which Frazier, its affiliates and/or clients, directly or indirectly, have a position of interest. Accordingly, Frazier may cause a Frazier Fund to engage in “cross transactions” via the purchase of a portfolio investment from, or the sale of a portfolio investment to, another Frazier Fund, provided that the transaction is consistent with Frazier’s fiduciary obligations to each Frazier Fund participating in the cross transaction and subject to any conditions or required consents under a Frazier Fund’s Governing Documents. For example, a Frazier Fund has purchased and may in the future purchase a SearchCo from a predecessor Frazier Fund (i.e., where the predecessor Frazier Fund does not have enough unreserved capital left to continue to invest in the SearchCo). In such cases, the Frazier Fund will generally pay to the predecessor Frazier Fund the aggregate cost of the SearchCo plus interest, subject to the Governing Documents of the applicable Frazier Funds. Frazier Funds that are formed as “parallel funds” to co-invest in all investments such Frazier Funds make will typically engage in re-balancing “cross transactions” pursuant to the terms of their Governing Documents as the relative capital commitments between the parallel funds change during their respective fund-raising periods. For strategic and other reasons, a co-invest fund or co-investor may subsequently purchase a portion of an investment from a Frazier Fund. The co-investment buy-down generally occurs shortly after the applicable Frazier Fund’s completion of the investment to avoid any changes in valuation of the investment. Such co-investors or co-invest funds typically dispose of their investments in the applicable portfolio company at the same time and on the same terms as the Frazier Fund making the investment. In certain circumstances, a co-invest fund or other coinvestor may evaluate a potential investment alongside a Frazier Fund. Where multiple Frazier Funds invest or consider investments in the same company at different times, the first Frazier Fund to invest typically will bear a higher level of diligence and transaction fees, costs and expenses than later Frazier Funds (whether in the same or different strategy than the first Frazier Fund). Such transactions may also arise in the context of automatic re-balancing of an investment among parallel investing entities or in contexts where a portfolio company owned by one Frazier Fund is acquired by another Frazier Fund. Any of these transactions raise conflicts of interest including where: (i) the investment of one Frazier Fund supports the value of portfolio companies owned by another Frazier Fund; or (ii) the transaction allows Frazier or its affiliates to realize carried interest or receive future management fees or other compensation with respect to such investments. Frazier reserves the right to determine that the willingness of a third party to make an investment on the same or similar terms demonstrates the fairness of the relevant transaction (including its value) to the Frazier Fund under then-current market conditions and therefore determine not to obtain a consent or fairness opinion. Similarly, as described in the Governing Documents for certain Frazier Funds, if the potential investment or co-investment is not consummated, the full amount of any expenses relating to such potential but not consummated investment, if not paid or reimbursed by the co-invest fund or other co-investor, will be borne entirely by the primary Frazier Fund or Frazier Funds allocated such investment. Given the nature of the relevant conflicts there can be no assurance that any such conflict can be resolved in a manner that is beneficial to both Frazier Funds. Frazier, its affiliates, and their officers, principals and personnel reserve the right to buy or sell securities or other instruments that Frazier has recommended to a Frazier Fund. In addition, officers, principals and personnel reserve the right to buy securities in transactions deemed unsuitable for a Frazier Fund, but will not in such circumstances be required to share in, reimburse or compensate the relevant Frazier Fund for due diligence or other expenses

(including “broken-deal” expenses) incurred by the Frazier Fund in connection with the Frazier Fund’s consideration of the relevant investment opportunity. Any such transactions are subject to any restrictions in the Governing Documents and any related policies and procedures set forth in Frazier’s Code of Ethics.

Conflicts of interest arise when Frazier personnel serve as directors of certain companies or other legal entities in which the Frazier Funds have invested. In those instances where the Frazier Funds are not the sole owners of the applicable company or other legal entity, in addition to any fiduciary duties the Frazier personnel owe to the Frazier Funds, as directors of companies or other legal entities, such personnel may owe certain duties to the owners of the companies or other legal entities and to persons other than the Frazier Funds. In general, such director positions are often important to the Frazier Funds’ investment strategy and may have the effect of enhancing the ability of Frazier personnel to manage investments. However, such positions may place Frazier personnel in a position where a decision must be made that is either not in the best interests of the Frazier Funds or not in the best interests of the owners of the company or other legal entity. Should such Frazier personnel make a decision that is not in the best interest of the owners of a company, such decision may subject Frazier and the Frazier Funds to claims that they would not otherwise be subject to as an investor, including claims of breach of the duty of loyalty, securities claims and other director-related claims. In addition, because of its conflicting duties, Frazier may be restricted in choosing investments for the Frazier Funds, which could negatively impact returns achieved by the Frazier Funds. In certain instances, Frazier personnel may serve on the board and/or have an interest in certain services providers that provide services to Frazier or the Frazier Funds’ portfolio companies.

Although a Frazier Fund’s advisory board is intended to act as the representative of the Frazier Fund’s limited partners in respect of certain matters, including addressing conflicts of interest, a Frazier Fund’s advisory board may not have the same interests, objectives, regulatory treatment, tax sensitivities, portfolio compositions, or experience as all investors. Pursuant to the terms of the Governing Documents, all limited partners are bound by the determinations of the advisory board, regardless of whether an individual limited partner is represented by a member of the advisory board. Advisory board members are expected to be subject to conflicts of interest in approving or rejecting proposals based on factors that are applicable to the firms they individually represent, rather than considerations relevant to limited partners as a whole and limited partners should not expect that every vote cast by any advisory board member, or decision made by an advisory board as a whole, will fully represent their individual interests. Furthermore, the Frazier Fund’s advisory board cannot be expected to be expert in such matters, and certain of its determinations may, in fact, adversely affect the performance of the Frazier Fund. The composition of an advisory board of a Frazier Fund may have substantial overlap with the composition of an advisory board for another Frazier Fund which could lead to conflicts of interest if there are transactions between such Funds that require advisory board approval. In addition, certain advisory board members are expected to have various business and other relationships with Frazier (including longstanding investing relationships) and its partners, employees and affiliates. In certain circumstances, these factors will influence advisory board members to be more aligned with Frazier and the relevant General Partner and favor proposals brought to the advisory board; in other circumstances, these factors will make advisory board members more likely to oppose these proposals. In many cases, limited partners (including limited partners making commitments in excess of certain amounts) are expected to request (by side letter or otherwise) a role on the advisory board, and Frazier is subject to varying incentives and conflicts of interest in determining which limited partners will be permitted to appoint a

representative thereto. A General Partner is authorized to appoint limited partners to the advisory board of its Frazier Fund in its sole discretion, and is permitted to consider various factors including the timing and amount of a limited partner’s commitment to a Frazier Fund or future Frazier Fund, their perception of a limited partner’s effectiveness on an advisory board, legal and regulatory considerations, the interests of the limited partner and the degree to which they are likely to align with the relevant Frazier Fund and the General Partner and other factors. The Governing Documents provide Frazier with wide-ranging authority to make determinations, including those related to investment purchases and dispositions (and their timing), valuation and other matters that have the potential to affect Frazier’s compensation. In making such determinations, Frazier is subject to conflicts of interest. For example, the potential to earn additional compensation creates an incentive for Frazier or its affiliates to make investments and to hold investments longer than otherwise would be the case in the absence of the management fee and carried interest compensation arrangements. Frazier expects to be incentivized to cause a Frazier Fund to make, hold, value and/or dispose of investments (and to delay or forego a determination that the investments are disposed of or permanently written down, in the manner described in the Governing Documents (such investments, “Impaired Value Investments”)) in order to receive greater ongoing management fees and, potentially, larger carried interest distributions than would otherwise be the case.

Where the management fee is calculated taking into account the valuation of an investment, including a determination of whether an investment has become an Impaired Value Investment, Frazier will have incentives to make determinations that result in the continued payment of, or a higher, management fee. Where the Governing Documents do not require management fees to be reduced in connection with investment reorganizations, restructurings, extraordinary dividends or similar transactions, Frazier is incentivized to pursue such transactions. In many circumstances, the calculation of post-Stepdown Date management fees will include the value of capitalized Supplemental Fees, expenses, costs or other amounts relating to unrealized investments, including such amounts payable or reimbursable to Frazier and its affiliates. Frazier and its affiliates have incentives to capitalize such amounts into a transaction, including potentially to increase the base on which future management fees will be calculated. Additionally, the amount of carried interest owed to the relevant General Partner is dependent in part on the amount and timing of investment dispositions, as well as in certain instances determinations that investments are Impaired Value Investments, and the relevant General Partner is subject to related conflicts of interest in determining whether and when to dispose of investments, make distributions, and/or determine that an investment is an Impaired Value Investment, within the requirements of the Governing Documents. The criteria used by Frazier in valuing an investment, or determining whether an investment is an Impaired Value Investment, have the potential to be subjective, to be influenced by market information and other factors, and to vary over time. There can be no assurance that a third party or investor would agree with the substance or timing of Frazier’s determination that an investment is an Impaired Value Investment, and, except as set forth in the Governing Documents, none of Frazier nor its affiliates is obligated to follow any third-party methodology in making its determination on whether an investment meets the relevant standards or whether value can be recovered or retained during the relevant Frazier Fund’s holding period. The relevant General Partner is entitled to make its own determination taking into account all facts and circumstances it deems relevant, subject to the provisions of the relevant Governing Documents. As a general matter, the standards for determining Impaired Value Investments are

intended to be high and are not intended to apply to investments experiencing partial or temporary declines in value. Because the amount of Frazier’s compensation is dependent in part on an investment’s status as an Impaired Value Investment, Frazier faces conflicts of interest in determining whether an investment meets, or continues to meet, the relevant criteria.

Frazier has instituted a program under which portfolio companies owned by the Frazier Funds are given the option to participate in purchasing, vendor or similar arrangements with other portfolio companies. Program participants expect to receive discounts negotiated with various vendors and service providers on a groupwide basis. Frazier allocates fees and third-party administration costs for the program among the relevant Frazier Funds and portfolio companies. In certain cases, such arrangements will involve the sharing of risk, such as under group insurance arrangements where deductibles are shared or calculated with regard to the group rather than individual insured parties. Frazier and its affiliates reserve the right to also participate in the program in exchange for an allocable portion of such fees and costs, and receive similar benefits and discounts as the portfolio companies participating therein. No such amounts will offset or reduce management fees. Frazier believes the conflicts relating to such arrangements is mitigated by the anticipated cost savings to portfolio companies (which is expected to be to the benefit of the applicable Frazier Fund(s)) that will result if the rates for goods and services are discounted due to scale or relative to those widely available in the market.

Although the Governing Documents generally contain broad exculpation and indemnification provisions, Frazier will not interpret such provisions to constitute a waiver of any person’s nonwaivable federal fiduciary duties to the relevant Frazier Fund under the Advisers Act. The relevant liability standards under insurance coverage procured by Frazier are expected to vary by carrier, and such standards are expected to vary depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverages are expected to vary from relevant liability and/or indemnity standards in the Governing Documents. Investors generally will be responsible for insurance premiums, as set forth in the Governing Documents. regardless of whether the liability and/or indemnity standards in Frazier’s insurance coverage are higher or lower than that set forth in the Governing Documents. While Frazier endeavors at all times to act in the best interests of the Frazier Funds, investors should be aware that the types of transactions described above create conflicts of interest with respect to Frazier and the Frazier Funds.

public companies) and Frazier will then need to select a broker-dealer to either sell such shares or distribute them to the investors in the Frazier Funds. In selecting brokerdealers to effect such securities transactions, Frazier seeks to obtain best execution by

considering factors including, but not limited to, execution quality, price, the level of service offered, reliability, experience in liquidating distributions from private equity funds and such other factors as Frazier considers relevant and beneficial to the Frazier Funds. Although Frazier generally seeks competitive commission rates, it may not necessarily pay the lowest commission or commission equivalent.

Frazier has established allocation and aggregation procedures for the allocation of portfolio investment transactions among the Frazier Funds. The allocation and aggregation procedures are designed to ensure that each Frazier Fund is treated fairly and that transactions are allocated in a manner that is fair and equitable to each Frazier Fund relative to the other Frazier Funds, taking into account all relevant facts and circumstances. Frazier will always take into account each Frazier Fund’s investment objectives and investment allocation policy in the allocation process. Please also refer to the description of Frazier’s investment allocation policy described in the subsection “Side-by-Side Management” in Item 6 above.

Investors generally receive audited annual financial statements for the relevant Frazier Fund, as well as quarterly reports regarding the Fund, including when a Frazier Fund makes an investment or a distribution. Account statements generally outline the type and size of the investments comprising the relevant Fund’s portfolio.

Investors should refer to the Governing Documents of the relevant Frazier Fund for further information on the reports provided by a particular Frazier Fund to its investors. In addition to the information provided to all investors, Frazier may in circumstances (e.g., under a side letter, in connection with a co-investment opportunity or in response to diligence or other requests) provide certain investors with additional information with respect to a Frazier Fund or a portfolio company or provide more frequent reports that other investors will not necessarily receive.

purchase investments in a portfolio company or otherwise, but excluding reimbursements of certain out-of-pocket costs and expenses) (“Supplemental Fees”) from a portfolio company while the applicable Frazier Fund continues to have an investment in such portfolio company. Frazier (or its affiliates or employees) may receive a “break-up” fee and litigation proceeds from a prospective portfolio company if an investment does not close for certain reasons after a letter of intent related to such investment has been signed with such portfolio company or other transactions not consummated. Frazier (or its affiliates or employees) may also receive commitment, structuring and/or other transaction fees from portfolio companies in which one or more of the Frazier Funds invests or intends to invest. The amount of any Supplemental Fees that Frazier (or its affiliates or employees) receives from portfolio companies is typically determined by negotiations between Frazier and the applicable portfolio companies.

These types of arrangements present conflicts of interest and provide Frazier with an incentive to recommend investments that pay Supplemental Fees. To help mitigate conflicts, such benefits or fees received by Frazier (or its affiliates or employees) in connection with services rendered to portfolio companies or transactions of a Frazier Fund are generally offset in whole or in part (and therefore reduce) management fees payable by the relevant Frazier Fund, in accordance with the Governing Documents of such Frazier Fund. Please refer to the Governing Documents of the relevant Frazier Fund for more complete information about management fee offsets.

As a matter of practice, Frazier (or its affiliates or employees) is typically paid Supplemental Fees on behalf of or with respect to co-investors in an investment, and reserves the right to receive fees relating to the structuring and administration of co-investment arrangements. The receipt of Supplemental Fees will not reduce the management fee payable by the Frazier Fund(s) that have also invested in such investment. As a result, a Frazier Fund will, in most cases, only benefit with respect to the relevant allocable portion on a “fully diluted” basis of any fee and will not benefit from the portion of any fee related to (i) the General Partner or affiliated partner commitments, (ii) co-investors or potential co-investors (which could include co-investment vehicles managed by Frazier, service providers, third parties, current or former portfolio company management or personnel, sellers or members of management that have rolled their interest or reinvested proceeds in the portfolio company and/or other owners); or (iii) the value of profits, participation or equity interests in or relating to the relevant portfolio company, including interests owned by current or former portfolio company management, which have the potential to be significant. Unless otherwise agreed with investors, such fees generally will be payable during term extensions, even if management fees are reduced or eliminated during the extended term, thus reducing the amounts of management fees actually offset. Such fees will be offset only to the extent they are paid during the holding period of the relevant Frazier Fund, and investors will generally not receive the benefit of such fees paid prior to the Frazier Fund’s acquisition of the relevant investment. For the avoidance of doubt, Frazier will not offset compensation received from outside sources, such as residual employee board seats at entities that are no longer Frazier Fund portfolio companies. Please refer to the Governing Documents of the relevant Frazier Fund for more complete information about management fee offsets. Frazier generally has discretion over whether to charge Supplemental Fees to a portfolio company and, if so, the rate, timing, method and/or amount of such compensation, as well as to charge such amounts at varying levels in a portfolio company’s holding or operating structure. In most circumstances, such compensation is not reviewed or approved by an independent third party. The receipt of Supplemental Fees generally gives rise to conflicts of interest between the Frazier Fund, on the one hand, and Frazier, on the other hand. In certain circumstances, such as

those relating to short- or long-term portfolio company cash or liquidity needs, and regardless of whether the portfolio company is undergoing financial stress, Frazier reserves the right to accrue, defer or forego payments of Supplemental Fees. In such cases, in accordance with the Governing Documents, investors will not receive the benefit of management fee offsets with respect to such amounts until they are actually received. Even in circumstances where Supplemental Fees would be completely offset against management fees under the Governing Documents, Frazier’s receipt of Supplemental Fees when due from portfolio companies provides a benefit to Frazier in that it generally results in earlier availability of such amounts relative to management fee due dates. In accordance with the Governing Documents, investors will not receive interest or other compensation for the time period between Supplemental Fee receipt and the later date of offset of the relevant amounts (if any) against the relevant management fees.

Frazier and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Frazier Funds that will not be subject to the management fee offset or otherwise shared with the Frazier Funds, investors and/or portfolio companies. For example, in the course of Frazier’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, Frazier and its personnel expect to receive and benefit from information, “know-how,” experience, analysis and data relating to Frazier Funds or portfolio company operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “Frazier Information”). In many cases, Frazier Information will include tools, procedures and resources developed by Frazier to organize or systematize Frazier Information for going or future use. Although Frazier expects the Frazier Funds and their portfolio companies generally to benefit from Frazier’s possession of Frazier Information, it is possible that any benefits will be experienced solely by other or future Frazier Funds or portfolio companies (or by Frazier, its affiliates and personnel) and not by the Frazier Fund or portfolio company from which Frazier Information was originally received or derived. Frazier Information will be the sole intellectual property of Frazier and solely for the use of Frazier. Frazier reserves the right to use, share, license, sell or monetize Frazier Information, without offsetting or otherwise reducing management fees, and the relevant Frazier Fund or portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Additionally, airline travel or hotel stays incurred as fund or account expenses typically result in cash rebates, “miles,” “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to Frazier and/or such personnel (and not the Frazier Funds, investors and/or portfolio companies) even though the cost of the underlying service is borne by the Frazier Funds, investors and/or portfolio companies; no such rewards will offset or reduce management fees.

Frazier and/or one or more of its affiliates engages or retains (i) executives or investment professionals to serve as “executives in residence” to help source transactions and investment opportunities for the Frazier Funds or any alternative investment vehicles (including through any SearchCo) as well as serve as executives, management, board members or consultants to the portfolio companies and their platforms (or SearchCos), (ii) industry executives to serve as “senior advisors” to provide Frazier or one or more of its affiliates, SearchCos, portfolio companies or prospective portfolio companies, advice on general industry trends as well as serve as executives, management, board members or consultants of portfolio companies, and (iii) industry experts and other professionals to serve as members of the Frazier Center of Excellence team to provide legal, structural, regulatory, financial, accounting, human capital, environmental, social and governance, recruiting, information technology, business intelligence, data/AI,

business development, sourcing, sales, marketing, human resources, acquisition integration/rationalization and/or other operations services, acquisition or other due diligence or similar services to Frazier, its affiliates, portfolio companies (including SearchCos) or prospective portfolio companies or any of their respective affiliates during the due diligence phase of investments as well as serve as consultants to portfolio companies (collectively, “Frazier Advisors”). Frazier Advisors include employees of a subsidiary of Frazier Advisors and independent contractors. Frazier retains Frazier Advisors to provide services (including as a member of the board of directors) to or to otherwise consult with portfolio companies of the Frazier Funds. Frazier Advisors typically are consultants who often are former executives of companies, including in some cases former portfolio companies of the Frazier Funds. Frazier Advisors receive compensation from Frazier as well as SearchCos and/or the portfolio companies to which they provide services, as determined by negotiations between the Frazier Advisor and Frazier or the applicable portfolio company. Such compensation may consist of cash fees, retainers, salaries, common stock, options, restricted stock, warrants, securities, or other non-cash compensation bonuses. Also, as part of such negotiated arrangement with a Frazier Fund portfolio company, a Frazier Advisor may be provided the opportunity to invest in such portfolio company. Frazier Advisors also receive in certain cases benefits or personnel costs (including employee benefits, payroll taxes, payroll administration, 401(k) and retirement plan administration and profit share contributions professional certifications, insurance (including worker’s compensation insurance, business insurance and healthcare insurance, paid time off, office space and parking, office expenses (including computers, cell phones, other communications equipment and office supplies) and office technology and technology services (including Wi-Fi and IT troubleshooting services)). Any remuneration, whether in cash, equity, options, restricted stock, warrants, retainers, discretionary bonuses, transaction fees, a profits, participation, equity or in-kind interest or otherwise (including for reimbursement for certain travel and other costs in connection with their services), paid to a Frazier Advisor by the Frazier Fund, Frazier, its affiliates, SearchCos or a prospective or existing portfolio company, received by the Frazier Advisors, may be material in amount and generally do not offset or reduce management fees payable to Frazier by the Frazier Funds. While a profits, participation or equity interest arrangement granted in investments or related intermediate entities is more favorable to the relevant Fund in that it does not involve an initial cash outlay for the payment of expenses, and could be further favorable to the relevant Fund if the investment does not increase in value, in the event of appreciation in the relevant investment any such profits, participation or equity interest generally would have a dilutive impact on the Fund’s investment as well as the potential to result in economic gains to the recipient greater than the original amount of compensation.

Additionally, certain Frazier Advisors are permitted to be compensated directly or indirectly by a Frazier Fund while such Frazier Advisors are actively engaged in seeking investment opportunities for such Frazier Fund on behalf of a SearchCo. To the extent any Frazier Advisor provides services directly to Frazier during the same period in which such Frazier Advisor is providing services to one or more portfolio companies, Frazier bears a portion of the compensation payable to such Frazier Advisor allocable to services provided to Frazier and not directly to such portfolio companies. Consequently, the determination of whether individuals are Frazier Advisors is expected to vary and/or be revisited, which poses conflicts of interest where certain changes in status or categorization would reduce costs that Frazier otherwise would be required to bear. As noted above under Item 5 “Fees and Compensation”, the applicable Frazier Fund bears all costs and out-of-pocket expenses incurred by the Frazier Advisors in performing such services for such Frazier Fund, including any (including any expenses incurred by a Frazier Advisor in connection with the formation, operation and capitalization of a SearchCo owned by

the Fund and managed by such Frazier Advisor). In addition, if a portfolio company of a Frazier Fund (including a SearchCo) directly engages any Frazier Advisor, such portfolio company will bear the expenses in connection with such services, including Frazier Advisors’ compensation, and therefore the Frazier Fund indirectly bears the expense of any such services in proportion to its contribution to the operating capital of such portfolio company. Frazier believes that these Frazier Advisors provide significant added value to the applicable portfolio companies. Finally, certain Frazier Advisors, through their limited partner interests in the general partner of a Frazier Fund, may be allocated or distributed a portion of the general partner’s carried interest received from the Frazier Funds. Such carried interest does not offset or reduce the management fees payable by the Frazier Funds. To the extent that Frazier Advisors are paid retainers or guaranteed minimum compensation amounts, there is the possibility that certain portfolio companies or Frazier Funds will bear a greater share of such compensation due to the utilization of the Frazier Advisor’s services at a time when fewer portfolio companies or Frazier Funds make use of such Frazier Advisor. Under many of these arrangements, including where Frazier Advisors are paid a flat fee, there can be no assurance that the amount of compensation paid in a particular year will be proportional to the amount of hours worked or the amount or written work product generated by the Frazier Advisor. Although Frazier seeks to retain Frazier Advisors with a view to reducing costs to improving portfolio company performance and seeks to retain only Frazier Advisors and service providers which it believes provide a level of service at a value generally consistent with other relevant market alternatives, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at a lower cost.

Additionally, a portfolio company may reimburse Frazier for expenses incurred by Frazier and Frazier Advisors in connection with their performance of services for such portfolio company (including for reimbursement of expenses incurred by a Frazier Advisor in connection with the formation and capitalization of a SearchCo), and such reimbursements do not offset or reduce management fees payable to Frazier by the Frazier Funds. Please refer to the Governing Documents of the relevant Frazier Fund for more complete information about management fee offsets.

Third Party Compensation for Investor Referrals

Frazier and related persons of Frazier have and may enter into cash compensation arrangements with unaffiliated placement agents, or third parties for introducing investors to a Frazier Fund. Any sales charge or placement fee associated with such arrangements will ultimately be payable by Frazier and/or its related persons, either directly or through an offset of the management fee payable by the relevant Frazier Fund to Frazier. Notwithstanding the foregoing, generally, reasonable out-of-pocket expense reimbursements and indemnification payments (if any) to such placement agents or third parties will each be borne by the Frazier Funds and not Frazier.

It is Frazier’s policy to cause each Frazier Fund with funds and securities over which Frazier and its related persons are deemed to have “custody” (within the meaning of Advisers Act Rule 206(4)-2) to be audited annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”). Audited financial statements, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) will be distributed to investors no later than 120 days after the end of each fiscal year. In addition, upon the final liquidation of any such Frazier Fund, Frazier will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to such Frazier Fund to all investors promptly after completion of the audit. Investors will not receive account statements from the bank or other qualified custodian holding physical custody of the Frazier Funds’ assets.

To invest in a Frazier Fund, an investor must execute a subscription agreement (or similar agreement) with such Frazier Fund. Investors in a Frazier Fund may seek to impose limitations on Frazier’s authority with respect to such Frazier Fund through “side letter” or similar agreements, and Frazier, in its discretion, may choose to accept limitations or restrictions that it considers to be reasonable and consistent with the general investment strategy described in such Frazier Fund’s Governing Documents.

Frazier will vote proxies consistent with general guidelines that Frazier has adopted and which Frazier believes reflect the best interests of its investors, after taking into consideration all relevant facts and circumstances at the time of the vote. Frazier reviews each proposal submitted to the Frazier Funds for a vote on a case-by-case basis. When exercising its voting authority with respect to securities held by a Frazier Fund, Frazier considers information related to the applicable company, evaluates other issues that could have an impact on the value of the Frazier Fund’s investment in the applicable company and votes with a view toward maximizing overall value to the Frazier Fund.

Prior to exercising its voting authority, the Frazier related person with primary responsibility for the applicable portfolio company, in consultation with Frazier’s Chief Compliance Officer and outside counsel, if appropriate, reviews the relevant facts and determines whether or not a material conflict of interest exists due to business, personal or family relationships of Frazier or any of its supervised persons or affiliates. If a material conflict exists, Frazier takes steps to ensure that its voting decision is based on the best interests of the applicable Frazier Fund and is not a product of the conflict. Frazier may, at its discretion, (1) seek the advice of the applicable advisory committee of a Frazier Fund (if any) in voting such security; (2) disclose the conflict of interest to the applicable advisory committee of a Frazier Fund and defer to the recommendation of such advisory committee; (3) (in the case of a publicly traded company) defer to the voting recommendation of an independent third party provider of proxy voting services; and/or (4) take such other actions in good faith (in consultation with Frazier’s outside counsel, if necessary) which would serve the best interest of the Frazier Fund. Depending on the particular circumstances involved, the appropriate resolution of one conflict of interest may differ from the resolution of another conflict of interest, even though the general facts underlying both conflicts may be similar (or identical).

Frazier will provide to any investor at no cost a copy of these voting policies and procedures and information regarding how the applicable Frazier Fund’s proxies have been voted in the past. Investors or prospective investors wishing to receive this information should contact Frazier by telephone during normal business hours.