Healthcor Partners Management, L.P.: investment adviser

HealthCor Partners manages the operations of the Funds and has the right to execute and deliver documents on behalf of each of the Funds in lieu of each Fund’s general partner. Additionally, HealthCor Partners has discretionary authority with respect to investments of the Funds, including but not limited to the authority to investigate, analyze, structure and negotiate potential investments and to evaluate, monitor, exercise voting rights, advise as to disposition opportunities and take other appropriate action with respect to investments on behalf of the Funds. The Funds are offered only to accredited investors, qualified clients, qualified purchasers (or certain non-U.S. persons) and certain employees of HealthCor Partners and its affiliates. HealthCor Partners focuses primarily on early or near-commercial stage businesses in the medical technology, healthcare services, healthcare information technology, therapeutics, and diagnostics sectors that are at or approaching an inflection point in their growth. HealthCor Partners seeks to generate returns derived primarily from portfolio company growth rather than financial leverage. HealthCor Partners currently does not provide investment advisory services to clients apart from the management of the Funds and any co-investment vehicles structured to facilitate investments by certain limited partners of the Funds, affiliates of the Adviser and third-party investors, and does not directly provide investment advisory services for individual investors. HealthCor Partners does not participate in wrap fee programs. In accordance with common industry practice, HealthCor Partners may from time to time enter into letter agreements or other similar agreements (referred to as “side letters”) with one or more investors in the Funds which provide such investors with additional and/or different rights than such investors have pursuant to general terms of such collective investment vehicle. The Adviser is not required to notify any or all of the other investors of any such written agreements or any of the rights and/or terms or provisions thereof, nor is the Adviser required to offer such additional and/or different rights and/or terms to any or all of the other investors.

Once invested in a Fund, investors cannot impose additional investment guidelines or restrictions on such Fund. HealthCor Partners’ activities for each of the Funds are further described in each Fund’s respective offering memorandum, governing agreement, and management agreement. These Fund documents also detail the various investment restrictions that govern the types of investments each Fund may and may not make. As of December 31, 2025, HealthCor Partners’ regulatory assets under management were approximately $214,148,142.

With respect to Fund II only, the Management Fee was reduced from 2.0% per annum to 1% per annum effective July 1, 2019, and further reduced from 1% per annum to zero effective January 1, 2020. Management Fees are paid quarterly in advance through a drawdown of capital from investors. The Management Fee may be reduced, but not below zero, by the sum of: 1. The amount of any excess organizational expenses since the preceding payment date, 2. The amount of any fee income received by the Adviser since the preceding payment date, and

3. The amount of any incentive capital contributions made since the previous payment date. •

Carried Interest Allocation: An affiliate of the Adviser receives performance-based compensation from each of the Funds in connection with the performance of its duties equal to 20% of the profits generated from the disposition of portfolio companies (after deduction of certain fees, including the Management Fee, and other expenses) and achievement of a preferred annual return to investors equal to 8% of capital, invested in such portfolio company, plus the allocated expenses (including management fee), compounded annually.

In 2023 the SPV invested additional capital in its portfolio investment (the “Series F investment”) and will receive Management Fee equal to 1% of capital invested by non-affiliated members in the Series F investment. An affiliate of the Advisor will receive performance-based compensation equal to 10% of the profits generated from the capital invested the Series F investment by non-affiliated members. In 2025 the SPV invested additional capital in its portfolio investment (the “Convertible Note investment”) and will receive Management Fee equal to 1% of capital invested by non-affiliated members in the Convertible Note investment. An affiliate of the Advisor will receive performance-based compensation equal to 10% of the profits generated from the capital invested in the Convertible Note investment by non-affiliated members. The investment period (the “Investment Period”) is the period of time during which the Adviser may make investments in new and existing portfolio companies. The Investment Period is typically four years, and will be specified in the offering documents for each specific Fund. For a specific period of time following the Investment Period, typically three years, the Adviser is generally limited to making follow-on investments in portfolio companies that exist at the end of the Investment Period. Such follow-on investments are limited to a certain percentage of capital commitments that the Adviser is permitted to reserve in accordance with each Fund’s respective offering documents. The Investment Period and the period for followon investments in portfolio companies for each of the Funds has closed. Investors do not have the ability to choose to be billed directly for such amounts, which are non-negotiable. The Adviser may waive, reduce or otherwise modify the Management Fee and/or the Carried Interest Allocation for any investor in a Fund. The Adviser and some of its personnel may from time to time purchase secondary interests in the Funds. The Adviser and its personnel are not typically charged a Management Fee or a Carried Interest Allocation, as defined below, by the Funds on their investments in the Funds. Additionally, the Adviser and its personnel do pay Management Fees and Carried Interest on any Secondary Fund interests purchased.

The Adviser will pay all normal operating expenses incidental to the provision of the day-today administrative services to the Funds, including its own overhead and expenses incurred in the preliminary investigation of investments that are not actively pursued. Each Fund will pay all costs, expenses and liabilities in connection with its operations, including: fees, costs and expenses related to the purchase, holding and sale of portfolio investments (to the extent not reimbursed); taxes; fees and expenses of accountants and counsel, including expenses associated with the preparation of financial statements, tax returns, Schedule K-1, auditing, banking and consulting; costs and expenses of the advisory committee and the annual meeting; the cost of directors and officers and errors and omissions insurance premiums; legal (including litigation) fees and expenses; costs, expenses and liabilities resulting from such Fund’s indemnification obligations and other extraordinary expenses; the costs of winding up and liquidating the Funds. To the extent possible, third party costs will be charged to portfolio companies. Each Fund bears all legal, travel and other reasonable expenses (including printing and filing fees) incurred in the formation of such Fund and the offering of interests in such Fund up to the amount that is specified in the respective Fund’s offering documents (“Organizational Expenses”). Organizational Expenses in excess of the specified amounts, and any placement fees, will be paid by each Fund but borne by the Adviser through a 100% offset against the Management Fee. Investors should review all fees charged by the Adviser, its affiliates, custodians, brokers and others as disclosed in the Funds’ respective offering memoranda to fully understand the total amount of fees to be paid by the Funds. Investors in the Funds may request a copy of these materials by contacting the Adviser at the address or telephone number listed on the first page of this brochure.

The Adviser, its affiliates and their personnel also manage certain funds and accounts on a sideby-side basis which have different compensation structures. Some of these affiliated funds and accounts may pay performance compensation while others only pay management fees. This creates a potential conflict of interest in that the Adviser, its affiliates or their personnel may be incentivized to allocate investment opportunities to the funds and accounts that are subject to the performance compensation. The Adviser and its affiliates have adopted investment allocation policies designed to achieve an equitable allocation under the circumstances.

Because of these prohibitions and restrictions, an investment in the Funds is a continuing commitment to invest the amount of capital subscribed for by an investor, is an illiquid investment, and involves a high degree of risk. A subscription for limited partner interests in the Funds should be considered only by persons financially able to maintain their investment and who can accept a loss of all of their investment.

In particular, HealthCor Partners looks to partner with management teams in order to add value in the areas of: (i) overall business development and strategy; (ii) commercialization efforts; (iii) executive recruiting and selection; (iv) financing alternatives; (v) strategic partnerships; and (vi) exit

discussions. HealthCor Partners generally seeks to invest in companies that participate in large and growing markets or, alternatively, in niche businesses with little competition. HealthCor Partners focuses on the space between healthcare venture capital and buyout. HealthCor Partners believes that by investing in growth equity (i.e., typically companies that have begun commercializing products or services and are generating sales, but have not yet reached cashflow break-even) and later stage developmental companies (i.e., typically companies that have generated significant, important clinical data, have proven prototype devices or services and/or are close to beginning commercialization) it can capture value creation around a significant growth inflection point. This investment strategy is expected to result in holding periods of two to four years for each portfolio company, though in some cases, the holding period may be longer. HealthCor Partners originates a majority of its investments on a proprietary basis and generally seeks control or shared-control ownership positions in order to effectively influence development at the company level. Furthermore, when making minority investments, HealthCor Partners seeks to act as the “lead investor” in situations where multiple investors may be involved. In this role, HealthCor Partners is typically able to perform more extensive due diligence and negotiate valuations and investment terms on a more favorable basis, often employing structuring mechanisms that reduce risk and/or maximize returns. Given the tremendous complexity, cost pressures and uncertainty confronting the healthcare and life sciences industry today, HealthCor Partners believes the most prudent way to make investments in the space is to focus on businesses that: 1. 2. 3. 4.

Do not carry binary risk and have limited direct government reimbursement risk; Save the healthcare system money and ideally advance the standard of care; Are of strategic value to larger, publicly traded healthcare companies; and Can develop into successful, profitable, stand-alone companies.

In evaluating its deal flow, the Adviser employs a comprehensive 360° due diligence process that is designed to identify growth equity and later stage developmental businesses with a high likelihood of achieving commercial success. Further, HealthCor Partners seeks to diversify its investments across the major subsectors of healthcare in order to create a balanced portfolio. The Funds’ investment programs are speculative and entail investment and market-related risks. There can be no assurance the Funds’ investment objectives will be achieved. The Funds’ activities could result in substantial losses under certain circumstances. Investing in securities involves risk of loss that clients should be prepared to bear. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds. Please refer to each Fund’s respective offering

documents for a more comprehensive listing of risk factors relating to an investment in the Funds. General Risks An investment in the Funds requires a long-term commitment, with no certainty of return of invested capital. There most likely will be little or no near-term cash flow available to the investors. Many of the Funds’ investments will be highly illiquid, and there can be no assurance that the Funds will be able to realize a return on such investments in a timely manner. Consequently, dispositions of such investments may require a lengthy time period or may result in distributions in-kind to the investors. Additionally, the Funds typically will acquire securities that cannot be sold except pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”), or in a private placement or other transaction exempt from registration under the Securities Act and that complies with any applicable non-U.S. securities laws. The securities in which the Funds will invest may be the most junior in what typically will be a complex capital structure, and thus subject to the greatest risk of loss. Certain of the Funds’ investments may be in businesses with little or no operating history. Certain of the Funds’ investments may be in businesses with high levels of debt or may be investments in leveraged buyouts; leveraged buyouts by their nature require companies to undertake a high ratio of fixed charges to available cash flow. Leveraged investments are inherently more sensitive to declines in revenues and to increases in expenses. Since the Funds may only make a limited number of investments, and since the Funds’ investments generally will involve a high degree of risk, poor performance by a few of the investments could severely affect the total return to the investors. Concentration of Investments in Healthcare and Life Sciences Industry The Funds’ portfolio companies will be concentrated in the healthcare and life sciences industry. Concentration in a single industry may involve risks greater than those generally associated with diversified funds, including significant fluctuations in returns. In the event that the healthcare and life sciences industry as a whole declines, returns to investors may decrease. In certain cases, the Funds may also acquire majority or greater interests in portfolio companies, which could further increase the vulnerability of the portfolio. Healthcare and Life Sciences Industry Related Risks The Funds will invest almost all of their assets in the healthcare and life sciences industry. Investing in securities and other instruments of healthcare and life sciences companies involves substantial risks. Such risks include, but are not limited to, the following: changes in government policies, including policies regarding reimbursement of medical expenses; certain companies in which the Funds may invest may have limited or no operating histories, or may have limited products, markets and financial resources; research findings (e.g., regarding side

effects or comparative benefits of one or more particular treatments, services or products) and technological innovation (together with patent expirations) may make any particular treatment, service or product less attractive or potentially obsolete if previously unknown or underappreciated risks are revealed, or if a more effective, less costly or less risky solution is or becomes available; unanticipated problems often arise in connection with the development of new products, and many such efforts are ultimately unsuccessful; scarcity of management and marketing personnel with appropriate technological or medical training may slow or impede companies’ growth; the possibility of lawsuits related to technological and medical patents could cause delays and expense in product development and implementation; regulatory changes and/or government actions may prevent a company from marketing its products (for example, the controversy surrounding drug pricing and resultant regulation may negatively affect the stock price of the underlying securities); and certain healthcare and life sciences companies may be subject to extensive government regulation. In addition, many healthcare and life sciences companies may have substantial and ongoing capital needs for research and development, clinical trials and marketing and may have difficulty obtaining such funding under various or even normal market conditions or such capital may be obtained on terms unfavorable to existing equity holders. Also, obtaining government approval for new products from governmental agencies can be lengthy, expensive and uncertain, and withdrawal, curtailment, or reduction of government support could have an adverse impact on the profitability of healthcare and life sciences companies. Furthermore, delays in generating products and meeting ongoing capital requirements may result in the need for companies to seek additional capital, potentially diluting the interest of existing investors, such as the Funds. Protection of Intellectual Property The success of portfolio companies may depend heavily on their ability to establish and protect their proprietary rights through, among other things, patent prosecution. The patent prosecution process is complicated, time-consuming, expensive and uncertain. Accordingly, one or more portfolio companies may be unable to protect some or all of its technologies, which could adversely affect such portfolio company, which in turn could negatively impact performance of the Funds. Portfolio companies will not be able to guarantee that: (i) their existing patents will not be challenged, or, if challenged, invalidated; (ii) their existing patents will provide sufficient protection against competitors; (iii) competitors will not independently develop similar products or designs around their patents; or (iv) they will be able to obtain future patents necessary to protect their business and/or fully execute their respective business plans. Portfolio companies may also rely on trade secret protection for certain confidential and proprietary information. Despite maintenance of policies designed to protect such trade secrets, a portfolio company may be unable to adequately protect its trade secrets, which could adversely affect such portfolio company, which in turn could negatively impact the performance of the Funds.

Government Regulations in the United States The United States Food and Drug Administration (the “FDA”) regulates food, drugs, biological and medical devices under the Federal Food, Drug and Cosmetic Act and other laws. These laws and implementing regulations govern, among other things, the development, testing, manufacturing, record keeping, storage, labeling, advertising, promotion and pre-market clearance or approval of technologies and products subject to regulation. In the event that a portfolio company develops a viable technology or product candidate, regulation by the FDA of such technology or product candidate is likely. Regulation of a technology or product candidate by the FDA involves a complicated, time-consuming, expensive and highly uncertain process. Any delay or failure by a portfolio company with respect to such process could adversely affect the commercialization of its technologies and products, which in turn could negatively impact the performance of the Funds. In addition to FDA regulation, portfolio companies may be subject to regulation by other governmental authorities and agencies, both in the United States and abroad. Compliance with any such regulatory requirements could have a negative impact on a portfolio company or its ability to develop its technologies and products, which in turn could negatively impact the performance of the Funds. Government policies favoring research, including funding, may change and be less favorable or become unfavorable for the portfolio companies. Risks Upon Disposition of Investments In connection with the disposition of an investment in a portfolio company, the Funds may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of any business, or may be responsible for the contents of disclosure documents under applicable securities laws. The Funds may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be incorrect, inaccurate or misleading. These arrangements may result in contingent liabilities, which might ultimately have to be funded by the investors. Potential Lack of Diversification Subject to limited conditions in the offering documents, the Adviser may invest the Funds’ capital without any pre-approvals from the investors. Except as provided in the offering documents, the Adviser is under no obligation to diversify the Funds’ investments by amount invested or geographical area. Accordingly, poor performance by a small number of larger investments could substantially affect the aggregate returns of the Funds. Restrictions on Transfer and Withdrawal

The Funds have not been registered under the Securities Act or any other applicable securities laws. There is no public market for interests in the Funds and none is expected to develop. In addition, the interests are not transferable except with the consent of the Adviser, which generally may be withheld by the Adviser in its sole discretion, and subject to the terms and conditions of the offering documents. Investors generally may not withdraw capital from the Funds. Consequently, investors may not be able to liquidate their investments prior to the end of the respective Fund’s term. Co-Investments with Third Parties The Adviser may, from time to time, seek co-investors in connection with the consummation of an investment. Where appropriate, and where obligated pursuant to the governing documents of the Funds and/or certain side letter provisions, the Adviser will provide coinvestment opportunities to investors in the Funds. In addition, although it has not yet done so to date, the Adviser may seek third party co-investors who would be expected to provide strategic or other benefits to the prospective investment. These co-investment opportunities may be offered as interests or classes of interests in a limited partnership or other types of entities formed for each investment (a “Co-Investment Entity”). Subject to provisions contained in governing documents and/or side letters entered into with investors, the Adviser will allocate the available investment among the Funds, any Co-Investment Entity, investors in the Funds and/or any third parties as it may in its sole discretion determine. Subject to the provisions contained in the governing documents and/or side letters with investors, the Adviser and its affiliates may charge performance compensation, management and other fees to coinvestors with respect to any co-investment, and may make an investment, or otherwise participate, in any vehicle formed to structure a co-investment in connection therewith. Generally speaking with regard to any broken deal expenses associated with a proposed coinvestment, the Funds and the Co-Investment Entity that would have participated in such investment will bear such broken deal expenses pro rata. Investments made by co-investors may involve risks not present in investments where a third party is not involved, including the possibility that a co-investor may at any time have economic or business interests or goals which are inconsistent with those of the Funds, or may be in a position to take action contrary to the investment objectives of the Funds. In addition, the Funds may in certain circumstances be liable for the actions of its third-party co-investors. Impact of Healthcare Reform Portfolio companies involved in the healthcare and life sciences industry may be negatively impacted by the continuing efforts of governments and various third-party payors to contain or reduce the costs of healthcare through various means. For example, in some foreign markets, pricing and profitability of prescription pharmaceuticals are subject to government control. In

the United States, there have been, and continue to be, a number of federal and state proposals to implement similar government controls. In addition, large annual federal deficits, budgeting pressures on the states, and an increasing emphasis on managed care in the United States will continue to put pressure on the pricing of existing healthcare products and services, and significant

uncertainty exists as to the reimbursement by the federal government, private insurers and other thirdparty payors for newly approved healthcare products and services. The implementation of one or more cost control initiatives could decrease the price that portfolio companies would receive for any products in the future. Further, cost control initiatives could adversely affect a portfolio company’s ability to profitably commercialize, or realize royalties from, its technologies or products.

Illiquid Portfolio Securities The Funds’ investments are illiquid and difficult to value. Such investments may require a significant amount of time from the date of initial investment to the realization of the Funds’ investment objectives and ultimate disposition. Sales of portfolio companies may not be possible, or, if possible, may not achieve valuations in excess of the Funds’ costs. In addition, because disposition of such investments may require a lengthy amount of time, distributions may be made in-kind to investors. Furthermore, some portfolio companies may have the need for additional capital to support expansion or to achieve or maintain a competitive position, and there is no assurance that such capital will be available, particularly for private companies. Insider Trading Restrictions By reason of their responsibilities in connection with their investing and management activities, personnel of the Adviser or of the general partner of a Fund may acquire material non-public information about a company or may otherwise be restricted from initiating transactions in certain securities. The Adviser’s Code of Ethics and applicable law prohibit the Adviser from acting upon any such information even if that would be financially beneficial to a Fund. Due to these restrictions, the Funds may not be able to initiate transactions that they may otherwise have initiated, including being prevented from selling an investment that it otherwise might have sold. Reliance on Management Decisions with respect to the management of each Fund will be made by the investment professionals of the Adviser. The success of a Fund will depend on the ability of these individuals to identify and consummate investments and to manage and dispose of the investments of such Fund at a profit. The loss of the services of one or more of these individuals could have an adverse impact on the Funds’ ability to realize its investment objective. In addition, it is expected that all of the personnel responsible for managing a particular Fund will continue to have responsibilities with respect to other Funds. Thus, such persons will have demands made on their time for the investment, monitoring, exit strategy and other functions of other Funds and accounts.

Impact of Tariffs on Investments Risk. Investing in markets affected by tariff policies carries significant risks that may negatively impact the value of investments. The U.S. President has the authority to impose, increase, or modify tariffs on imports and exports, which can lead to higher costs for businesses, supply chain disruptions, and retaliatory trade measures from other countries. Tariffs may cause: • Increased costs for companies reliant on imported goods, potentially reducing profitability. • Market volatility as investors react to trade uncertainties. • Reduced global trade activity, impacting economic growth and corporate earnings. • Sector-specific disruptions, particularly in industries heavily dependent on international supply chains. There is no certainty regarding the duration, scope, or future changes to tariff policies, which may create an unpredictable investment environment. Investors should consider the potential impact of tariffs on specific industries and the broader economy when making investment decisions. Risks Related to War and Armed Conflict. Armed conflict, war, military actions, terrorism, or the threat of such events—whether declared or undeclared—can have significant adverse effects on global and regional economies, financial markets, and individual issuers. War and related geopolitical events may result in heightened market volatility, disruptions to trade, supply chains, energy markets, transportation networks, and financial systems, as well as the imposition of economic sanctions, export controls, capital controls, or other restrictive measures by governments or supranational organizations. Such events may negatively affect issuer operations, profitability, asset values, liquidity, and creditworthiness, particularly for issuers with direct or indirect exposure to affected regions. These risks may be difficult to predict, may escalate rapidly, and could result in material losses.

They will devote as much time to the activities of each fund as they deem necessary and appropriate, and the amount of time devoted to different funds may vary. Conflicts arise when a fund makes an investment in a company in conjunction with another fund, or in a company in which another fund has already made an investment. These scenarios present conflicts of interest including, determination of pricing, ownership percentage and other terms of such financing. Subject to any requirements of the governing documents of the funds, such investments will be made in a manner that the Adviser believes in its sole discretion to be fair and equitable given factors it believes to be relevant. Such factors will include, but are not limited to, the investment objectives of the funds and the amount of capital each fund has available for such investment. An affiliate of HealthCor Partners, the Hybrid Master Fund has invested side-by-side with Fund I in private equity transactions, as disclosed in their respective offering documents. Private equity investments were generally allocated between Fund I and the Hybrid Master Fund at the discretion of the Adviser generally on the basis of relative capital commitments and HealthCor, respectively, and such allocations may have varied from transaction-totransaction. Should this arise in the future, any potential conflicts of interest arising from these arrangements would be addressed by the Adviser and HealthCor, and such advisers will make investment decisions based on what they believe to be fair and equitable for their respective funds, taking into account such factors as the relative amounts of capital available for new and follow-on investments, the investment strategies, and portfolio positions of the Funds, among other relevant considerations. Where appropriate, based on the size of the opportunity and other factors and in accordance with its Co-Investment Policy, the Adviser or its affiliates may offer co-investment opportunities to its affiliates and investors in the Funds, generally on a 50%/50% basis between the investors, pro rata in accordance with their capital commitments, and the Adviser’s affiliates. In addition, the Adviser or its affiliates may offer co-investment opportunities to third parties who the Adviser expects will provide strategic or other benefits to the investment which may limit commitment capacity and availability for investors in the Funds. A coinvestor may invest directly in an investment opportunity or through one or more limited

partnerships or similar entities formed for each investment, which will typically be private funds. The terms and conditions of a co-investment may differ between third parties, on the one hand, and the Adviser’s affiliates and Fund investors, on the other hand. Co-investments will generally be disposed of by the Fund at or around substantially the same time as the co-investors. However, with the approval of a majority of the limited partners of the Funds, the Advisor can cause a co-investment vehicle to distribute marketable securities to its investors before the Advisor and its affiliates cause the Funds to distribute such marketable securities to the Funds’ limited partners. In such circumstances, investors in the co-investment vehicle may dispose of those marketable securities at their sole discretion. The Adviser and its affiliates may, but generally will not, require co- investors to pay Management Fees or performance compensation on the co-investment. A co- investor will be required to bear its pro rata portion of expenses incurred in relation to its co- investment. Such expenses are generally expected to include an allocation of the costs and expenses incurred by the Adviser, its affiliates and/or the Fund related to the co-investment. The Adviser or its affiliates will allocate the available co-investment opportunities among the Funds, the co-investing investors and the Adviser’s affiliates, and any third parties as it may determine. The Adviser and its personnel do not have any relationships or arrangements with other financial services companies that pose material conflicts of interest. HealthCor Partners expects its employees to devote their full attention and efforts towards their duties to HealthCor Partners. No employee may engage in any outside work or business which interferes with the performance of their responsibilities to HealthCor Partners. Employees may not serve as officers or directors of public companies without receiving prior approval from HealthCor Partners. However, so long as such activities do not interfere with an employee’s responsibilities to HealthCor Partners, employees may serve as outside directors to such entities as private corporations, charitable foundations, and other not-for-profit institutions. Employees are required to disclose these affiliations to compliance. Compliance will determine how best to address potential conflicts as they arise.

inappropriate advantage of their positions; information concerning the identity of securities and financial circumstances of the Funds, including the Funds’ investors, must be kept confidential; and independence in the investment decision-making process must be maintained at all times. The Code places certain restrictions on personal trades by employees, requires that they disclose their personal securities holdings and transactions to the Adviser on a periodic basis, and requires that employee’s pre-clear certain types of personal securities transactions. The Code also includes a statement against insider trading, as the Adviser’s policy, designed to deter the misuse of material non-public information and other procedures intended to avoid conflicts of interest between clients and the Adviser’s personnel in connection with personal securities transactions. Potential and actual conflicts of interest may arise from the Adviser’s personal trading policy. The Adviser has established policies and procedures to monitor personal trading, including regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest. Subject to such compliance procedures, the Advisers’ affiliates and personnel may invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or may fall within the guidelines of the Funds or accounts. The Adviser and its affiliates or personnel may provide advice or take action for their own accounts that may differ from, or conflict with advice given or action taken for the Funds or accounts which could impact the prices and availability of other securities or instruments held by or potentially considered by one or more Funds or accounts. Conflicts may arise resulting from the investments that the Adviser, affiliates or personnel may have in the Funds. The Adviser’s policies and procedures attempt to mitigate such conflicts of interest. Clients and prospective clients may request a copy of the Code by contacting the Adviser at the address or telephone number listed on the first page of this brochure.