Ikarian Capital: investment adviser

The Adviser provides discretionary investment advisory services to clients structured as (i) private investment funds comprised of sophisticated, qualified investors, including but not limited to, high net worth individuals, trusts, partnerships, corporations, funds of funds, family offices and other institutions (each, a “Fund” and together, the “Funds”); and (ii) separately managed accounts generally organized for the benefit of private investment funds for which the Adviser acts as a sub-adviser, but that may also be beneficially owned directly by funds of funds, pension plans, endowments, foundations, or other institutions (each, a “Separate Account” and together, the “Separate Accounts” and, collectively with the Funds, the “Clients”). The Funds are generally organized in a masterfeeder structure in which the master fund is a Cayman Islands exempted limited partnership, and the feeder funds include a U.S.-domiciled feeder fund organized as a Delaware limited partnership and a non-U.S. domiciled feeder fund organized as a Cayman Islands exempted company. The feeder funds invest all or substantially all of their assets in, and conduct their investment activities indirectly through, the master fund. See Item 7 “Types of Clients” of this Brochure for additional discussion on types of Clients and investors therein. The Adviser seeks to generate consistently high, risk-adjusted returns for its Clients that are uncorrelated to the broader market. The Adviser seeks to achieve this objective primarily through employing a fundamental approach to identify investment opportunities across the biotechnology and pharmaceutical sub-sectors in an effort to construct a portfolio of high conviction ideas with asymmetric risk/reward payoffs. See Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss” of this Brochure for additional information on the Adviser’s investment strategy. C. Tailored Advisory Services. While each of its Clients follows the general investment objective and strategy stated above, the Adviser provides specific advisory services with respect to each Client based on the particular investment objectives and strategies described in the applicable Client’s (i) confidential offering memorandum or separate account agreement (as applicable) and (ii) governing documents (referred to collectively as “Offering Documents”), and not in accordance with the individual objectives of any particular underlying investor or beneficial owner of a Client. The Offering Documents of the Funds generally contain no restrictions on investing in any type of security. However, the Offering Documents of the Separate Accounts generally do set forth certain specific investment guidelines and parameters that have included restrictions on investing in (or limiting exposure to) certain types of securities, which can result in disparate performance compared with other Clients employing a similar investment objective and strategy. D. Wrap Fee Arrangements. The Adviser does not participate in wrap fee agreements.

E. Amount of Client Assets. As of December 31, 2025, the Adviser’s regulatory assets under management was $697,961,635.20 in discretionary assets and $0.00 in non-discretionary assets. All information in this Brochure with respect to the investment objective and strategy of any Client of the Adviser (or any other term applicable to a specific Client) is qualified in its entirety by reference to the Offering Documents of such Client. There can be no assurance that any Client will achieve its investment objective or that an investment in any Client will be profitable.

In the event of a full withdrawal by an investor who participates in one or more Special Investments (as defined in Item 8 of this Brochure), a portion of the withdrawal proceeds will be held back to pay for Management Fees expected to be earned over the life of any applicable Special Investments (the “Management Fee Reserve”). Upon the realization or deemed realization of a relevant Special Investment, any unused Management Fee Reserve associated with such Special Investment will be paid to such investor. In the event the Management Fee Reserve is insufficient to pay for Management Fees with respect to an investor’s interests in Special Investments, a statement may be invoiced to such investor providing for the payment of the Management Fee with respect to such investor’s interests in such Special Investments. In any event, the amount of any subsequent proceeds or distributions paid with respect to an investor’s interest in a Special Investment may be reduced by an amount equal to any insufficient or unpaid Management Fees (together with interest), and such amounts may be remitted to the Adviser. Performance Allocations. Additionally, an affiliate of the Adviser is entitled to a performancebased profit allocation (the “Performance Allocation”) at the end of each calendar year equal to fifteen percent (15%) with respect to each Founders Class account and twenty percent (20%) with respect to each Class B account of the net profits attributable to each investor’s interest in a Fund, but only to the extent that such profits exceed any losses carried forward from prior years. Net profits include unrealized appreciation or depreciation of portfolio positions, but generally include only realized amounts in the case of any Special Investments (as defined in Item 8 of this Brochure). A Performance Allocation will also be calculated and allocated using the same methodology described above with respect to withdrawn capital as of any date of withdrawal with respect to an investor. In the event of a partial withdrawal, the amount of losses carried forward from prior years (if any) will be reduced in proportion to the amount withdrawn. With respect to an investor who has fully withdrawn from a Fund (other than such investor’s interest in any Special Investments), a Performance Allocation with respect to a realized Special Investment will be charged as of the date of the realization or deemed realization of such Special Investment. The Performance Allocation may be calculated and allocated separately for each capital contribution or subscription by an investor in a Fund. The Management Fee and Performance Allocation set forth in a Fund’s Offering Documents are generally not negotiable. However, the Adviser has agreed and may agree with certain

investors to a variation or waiver of the Management Fee, Performance Allocation and/or other terms set forth in a Fund’s Offering Documents. Advisory Fees Related to Separate Accounts Management Fees. The Management Fee associated with advisory services performed for a Separate Account is negotiated with each account and specified in each account’s Offering Documents. Management Fees may be payable on a monthly or quarterly basis and may range up to two percent (2.0%) per annum of an account’s asset value, but have been typically structured at more favorable rates than other types of Clients based on account size and/or other factors. Management Fees have also been calculated and payable on a notional account value or as a “draw” against performance fees. Performance Fees. The Adviser is generally also entitled to a performance-based fee for its advisory services to a Separate Account (the “Performance Fee”), which may be payable as of the end of each calendar quarter or year. Performance Fee rates and terms associated with the Separate Accounts are negotiated with each account and specified in each account’s Offering Documents. Separate Accounts may be charged a Performance Fee of up to twenty four percent (24%) per annum of the net profits generated by the account, but generally only to the extent that such profits exceed any losses carried forward from prior years. In unique circumstances, a Separate Account has paid, or may pay, a higher Performance Fee in exchange for a reduction in, or in lieu of, a Management Fee. B. Payment and Timing of Fees. Management Fees and Performance Allocations due from the Funds are deducted directly from the underlying investors’ accounts and Management Fees and Performance Fees due from the Separate Accounts are payable upon invoice to the account holder, in each case, at the times indicated in Item 5.A. above and as set forth in the Offering Documents of the applicable Client. C. Other Fees and Expenses. Each Client pays or reimburses the Adviser or its affiliates for other fees and expenses associated with such Client’s operations as set forth in the Offering Documents of such Client. A summary of such other fees and expenses is provided below. Withdrawal Fees. Investors in a Fund who withdraw all or part of their investment before the twelve (12) month anniversary of the date of their investment are generally required to pay a withdrawal fee, for the benefit of the master fund in the Funds’ master-feeder structure described in Item 4 of this Brochure, equal to four percent (4%) of the aggregate amount withdrawn. Organizational Expenses. A Fund bears, and reimburses the Adviser and its affiliates for, all costs, fees and expenses incurred in connection with the formation and organization of a Fund (including legal and accounting fees). Fund Expenses. Other fees and expenses charged by a Fund include all fees, costs and other expenses incurred in connection with the business, activities, operations and investments of a Fund including, without limitation, the following categories of expenses: (a) a feeder fund’s proportionate or allocable share of the master fund’s expenses and costs; (b) all expenses incurred in connection with a Fund’s offering, including, but not limited to, marketing and offering expenses (including subscriptions to investor databases and attendance at allocator

conferences), travel (including the cost of first class or business class commercial airfare), meal, lodging, entertainment expenses in connection with marketing or offering of Fund interests to existing and prospective investors or otherwise in connection with offering interests, documentation of performance and the admission of investors; (c) all operating and administrative expenses relating to the operation and business of a Fund such as tax preparation fees (including, without limitation, any such fees related to the preparation of tax returns and Schedule K-1s, if applicable), governmental fees and taxes (or any other governmental charges levied against a Fund), Fund administrator fees, custodial and prime brokerage expenses and fees, communications with investors and ongoing legal, accounting, auditing, administration, appraisal, bookkeeping, consulting and other professional fees and expenses, including for litigation, and preparation of a Fund’s financial statements and reports; (d) all Fund costs, expenses and charges incurred in connection with the investment and trading activities of a Fund (e.g., brokerage commissions, mark-ups, margin interest, expenses related to short sales, custodial fees, clearing and settlement charges and other transaction costs to brokers and expenses relating to or in respect of middle office support services); (e) legal, professional and other advisory and consulting expenses incurred in connection with investment due diligence and negotiation, monitoring or the assertion of rights or pursuit of remedies (including, without limitation, pursuant to bankruptcy or other legal proceedings, or participation in informal committees of creditors or other security holders of an issuer); (f) all fees and other expenses incurred in connection with the investigation, prosecution, or defense of any claims or regulatory investigations or examinations or inquiries by, against or involving a Fund or relating to a Fund’s activities or the Adviser’s activities on behalf of, or with respect to, a Fund (including, without limitation, legal, regulatory, compliance and other costs and expenses incurred by the Adviser and its affiliates in connection with their activities on behalf of a Fund); (g) interest on, and fees and expenses arising out of, all borrowings made by a Fund; (h) expenses of any meetings of or reports to the investors or existing or prospective investor communications, notices or letters (including any investor relationship management and portfolio analytics platforms or software associated therewith); (i) costs of compliance with applicable laws and regulations of governmental and self-regulatory bodies, including costs incurred by the Adviser and its affiliates in complying with applicable laws and regulations that apply to any such entities as a result of their services to a Fund; (j) the costs of any litigation and indemnification relating to the affairs of a Fund and its activities and investments; (k) fees and expenses related to third-party research, publications, data and data services (including pricing services) (such as Bloomberg services), including research provided by banks, brokerage firms and other vendors (regardless of the mechanism used to pay for such research), expert matching services, news services, business and political analysis services, due diligence and other investigative services, pricing feeds (including real-time pricing and historical pricing and other data) and a wide range of other data, including data about markets, financial instruments, issuers and other inputs into models or systems; (l) a Fund’s expenses associated with forming and maintaining the legal existence of a Fund, including directors’ fees, administrators’ fees and other operating costs; (m) investment, operations, portfolio, trading, reporting, and monitoringrelated software, including trade order management software (i.e., software used to route trade orders) and related connectivity costs; (n) all expenses and costs incurred in connection with any regulatory, legal or other filings, reports or registrations required to be made with respect to a Fund or a Fund’s activities or investments, such as Form PF, Schedule 13D/G, Section 16 filings and any other filings or reports required to be made with respect to a Fund or a Fund’s investments or activities under applicable laws, rules and regulations (including, without limitation, software, platforms, and/or services for monitoring positions, shareholder reporting, short selling disclosure obligations and other applicable filing and reporting requirements), but

excluding expenses related to preparation of the Adviser’s Form ADV; (o) expenses attributable to compliance with the European Union Alternative Investment Fund Managers Directive, antimoney laundering laws, know-your-customer requirements and the Foreign Account Tax Compliance Act and Common Reporting Standards regimes; (p) all fees and expenses incurred in connection with obtaining and maintaining an insurance policy or policies for a Fund, the Adviser, and their officers, principals, affiliates, and partners; (q) travel expenses and other costs incurred in connection with the business and investment activities of a Fund (such as attendance at broker-sponsored and other industry or investment conferences or events) and the investment due diligence process (including, without limitation, transportation (including the cost of first or business class airfare), meals, lodging, international data and roaming, entertainment and incidentals); and (r) all other reasonable expenses related to the management and operation of a Fund and/or the purchase, sale or disposition of a Fund’s interests, including, in the case of any expenses directly related to a Fund’s and one or more of its related funds’ investments, any portion of any such joint expenses that the Adviser or its affiliates determines are properly and ratably allocable to a Fund. For detailed information regarding the costs, expenses and fees that will or may be borne by a Fund or Client, please carefully review the applicable Offering Documents. Separate Account Expenses. Expenses associated with a Separate Account are negotiated with each account holder and specified in each account’s Offering Documents. Separate Account expenses vary, but generally include all brokerage and other transaction costs related to portfolio positions held in the account and may also include a limited subset of the other types of expenses borne by a Fund as set forth above. Brokerage and Other Transactions Costs. As set forth above, Clients will incur brokerage and other transaction costs. See Item 12 “Brokerage Practices” of this Brochure for a discussion on how the Adviser selects brokers and determines the reasonableness of their compensation. Expense Allocation. To the extent an expense is incurred on behalf of or with respect to more than one Client (as determined by the Adviser or its affiliates in their discretion) and the Offering Documents of such applicable Clients permit such expense to be charged or allocated to or among such Clients, such expense will generally be allocated among such Clients in proportion to their respective net asset values, in proportion to the size of the investment made by each, or in such other manner deemed to be appropriate by the Adviser or its affiliates in their discretion. Notwithstanding the foregoing, the Adviser or its affiliates may utilize a variety of methodologies to allocate expenses, depending on the applicable facts and circumstances, which may take into account or consider such factors or considerations deemed relevant or appropriate by the Adviser or its affiliates in their discretion. Clients are reliant on the Adviser and its affiliates to determine the allocation of investment expenses and any common or joint expenses as between or among one or more applicable Clients and/or the Adviser and its affiliates. Such expense determinations and allocations give rise to a conflict of interest for the Adviser and its affiliates because of the inherent incentive to minimize expenses payable by the Adviser and its affiliates. Expense allocation determinations have resulted and may result in instances where a particular Client or group of Clients pays or bears all or a disproportionate share of certain costs and expenses relative to the benefits received or as compared to one or more other Clients or the Adviser and its affiliates. Certain expenses borne or paid by Clients or a group or subset of such Clients may directly or indirectly benefit the Adviser and its affiliates, and/or one or more other Clients (who may or may not be

required to bear any or all of such expenses). See “Conflicts of Interest – Expense Allocation” under Item 10.C. of this Brochure. D. Refund of Fees in Connection with Fund Investor Withdrawal or Client Termination. As stated above, Fund Management Fees are payable monthly in advance. Investors are generally permitted to withdraw their investment in a Fund (other than the portion, if any, of their investment allocated or attributed to Special Investments (as defined in Item 8 of this Brochure)) as of the close of business on the last day of any calendar quarter with forty-five (45) days prior written notice. In the event of a withdrawal by a Fund investor or termination of a Separate Account prior to the date covered by the pre-payment of a Management Fee, a pro rata portion of the Management Fee, based on the number of days remaining in the billing period, shall be refunded by the Adviser to the investor or account holder in accordance with the applicable Offering Documents. In the event of a full withdrawal by an investor in a Fund who has an interest in one or more Special Investments, a portion of the withdrawal proceeds will be held back to pay for Management Fees expected to be earned over the life of any applicable Special Investments (the “Management Fee Reserve”). Upon the realization or deemed realization of a relevant Special Investment, any unused Management Fee Reserve associated with such Special Investment will be paid to such investor. E. Compensation for the Sale of Securities. Neither the Adviser nor any of its supervised persons receive any compensation from the sale of securities or other investment products. All information in this Brochure with respect to the fees and expenses of any Client of the Adviser (or any other term applicable to a specific Client) is qualified in its entirety by reference to the Offering Documents of such Client.

Employees and other supervised persons of the Adviser who are compensated to some extent based upon Client trading profits for which they are responsible face the same potential conflict of interest. As discussed throughout this Brochure, the Adviser manages multiple Clients with similar investment strategies on a side-by-side basis. Different types of Clients pay varying levels of fees, including performance-based fees, as disclosed in Item 5 above. In addition, the Adviser, its affiliates and employees have different ownership interests in the Clients. The Adviser, its employees and other supervised persons face conflicts of interest that arise out of managing Clients at the same time with varying fee arrangements and proprietary ownership interests. For example, such differing fee arrangements and different levels of proprietary financial interests create an incentive to favor higher fee-paying Clients or Clients in which the Adviser, its affiliates and employees have a greater ownership interest over other Clients with respect to (i) the allocation of investment opportunities, including but not limited to, limited investment opportunities or investments that the Adviser regards as more attractive or have the potential for better performance and (ii) the allocation of the Adviser’s or its employees’ time or other resources. To address the conflicts of interest discussed above, the Adviser has implemented reasonably designed policies and procedures that seek to allocate investment opportunities among Clients in a manner that the Adviser considers to be fair and equitable over time, taking into account any relevant facts and circumstances. See “Conflicts of Interest – Allocation of Investment Opportunities” under Item 10.C. of this Brochure. See also “Conflicts of Interest" generally under Item 10.C. of this Brochure and the Offering Documents of a Client for additional disclosure on various actual and potential conflicts of interest that exist among the Adviser, its affiliates, employees, other supervised persons and Clients.

Person,” as such term is defined in Rule 902(k) of Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) a “United States person,” as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, (b) an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and (b) a “qualified purchaser,” as such term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “Company Act”), or a “knowledgeable employee” with respect to the Adviser, as such term is defined in Rule 3c-5 under the Company Act. To subscribe for an interest in a Fund domiciled outside the U.S., each prospective investor generally is required to certify that it is, among other things, (i) either (a) not a “United States person”, or (b) a tax-exempt “United States person”, (ii) an “accredited investor”, and (iii) a “qualified purchaser”, as such terms are defined above. In general, account holders of Separate Accounts make similar certifications as set forth above. The minimum investment in a Fund is $1,000,000, although the Adviser has accepted and may accept investments in a lesser amount at its sole discretion. The minimum investment for opening a Separate Account is negotiable. Additional information on investor eligibility requirements is set forth in the Offering Documents for each Client.

The Adviser’s investment strategy aims to capture idiosyncratic alpha around these value inflective events by creating an optimal trade structure primarily through a mixture of equities and/or options. Specific catalysts for investments include (among other things): clinical data, statistical trial designs, regulatory decisions, product launches, prescription trends, competitive dynamics, intellectual property disputes, and distressed situations. The Adviser seeks to invest where it believes there is a margin of safety with a positively skewed risk/reward ratio and a clear exit strategy defined by the event-specific time horizon. Types of Security Investments The Adviser primarily trades and invests in publicly-traded equity securities and listed options, but may also trade and invest in other publicly-traded or private financial instruments to the extent deemed appropriate by the Adviser, including without limitation, common stocks, preferred stocks, limited partnership interests, warrants, equity derivatives, convertible securities, debt securities, promissory notes, exchange-traded products, unlisted options, shares of beneficial interest, convertible preferred obligations, rights, options, puts and calls with respect to the foregoing, and to a limited extent, commodity interests (futures, options on futures, certain swaps subject to regulation by the Commodity Futures Trading Commission), other swaps and derivatives of any kind. Special Investments From time to time, certain Clients have acquired, and may acquire, securities, financial instruments and other assets that the Adviser determines (i) lack a readily ascertainable market (or have a limited market or are otherwise illiquid), including private investments, unregistered or restricted securities or other assets that are not freely tradeable or are otherwise illiquid, and/or (ii) should be held by a Client until the resolution or occurrence of a special event or circumstance, which generally will be outside the control of the Adviser, such as the registration of such securities by the issuer pursuant to applicable securities laws. The Adviser may (but is not required to) designate any such securities, financial instruments or other assets (together with related hedges, financings or similar investments) as special investments in accordance with the terms and conditions set forth in the applicable Offering Documents (“Special Investments”). The Adviser may determine that, for various reasons, an asset that initially was not a Special Investment should thereafter be deemed to be a Special Investment. The Adviser generally will be authorized and empowered to make any and all determinations and decisions with respect to Special Investments and the status thereof (including, without limitation, the exclusive authority to determine whether or not to designate an investment as a “Special Investment” and whether or not to continue to designate or classify any Special Investment as a “Special Investment” for all or any purpose). Client capital that is allocated or attributable to a Special Investment generally is not available for withdrawal until such Special Investment is liquidated, or until the Adviser determines that such investment need not be treated as a Special Investment anymore (such determination, a “deemed realization” of such Special Investment). Clients and investors in a Fund Client generally will have the option of whether to elect to participate in Special Investments as further described in the applicable Offering

Documents. For important information and disclosures regarding Special Investments, please carefully review the applicable Offering Documents. Methods of Analysis The Adviser generates its investment ideas from the institutional knowledge and familiarity of the investment team with companies in the biotech sub-sector, healthcare conferences, clinical data testing events and other sources. After an idea has been generated, the Adviser’s investment team conducts a preliminary fundamental analysis to seek to understand the key factors, catalysts, and event path facing a stock. Once a favorable initial conviction is identified, the team begins a rigorous analysis of available scientific and financial information on a company. This information may include, but is not limited to: breaking down the molecular structure of or science behind a drug, analyzing data from any clinical trials, understanding the regulatory environment for the drug, sizing the commercial opportunity, assessing the expense reimbursement potential for the drug, looking at the management of the company, and sifting through financial information and company filings. Based on its review of the available data, the Adviser determines a risk/reward ratio for a stock given its estimated event path timeline and other factors. If the ratio is deemed appropriate, then the investment team will rank the conviction of the name versus the rest of the portfolio. The investment will be sized according to conviction. Once an investment is in the portfolio, the Adviser continuously reviews its investment thesis as new information on the drug or company becomes available or the event occurs, and the position is monetized. The investment strategy, types of securities and methods of analysis summarized above represent the Adviser’s current principal intentions. Depending on conditions and trends in the financial markets and the economy in general, the Adviser generally may pursue any objective, employ any investment techniques or purchase any type of financial instrument whether or not described in this Brochure. At times, Clients have held or may hold financial instruments of issuers with limited or no exposure to the biotechnology or pharmaceutical industries. The foregoing summary is qualified in its entirety by the information contained in the Offering Documents of the Clients. Risk Factors

An investment in or through a Client involves a substantial degree of risk and is intended and appropriate only for investors whose sophistication and financial resources are sufficient to enable them to evaluate such an investment and to assume such risks, including the risk of complete loss of their investment. In evaluating whether to invest in or through a Client, prospective investors are encouraged to carefully consider the following risk factors, as well as additional risk factors included in the Client’s Offering Documents, among others. Investors are urged to consult with their own financial, legal and tax advisors before making any decision regarding an investment in or through a Client. The various risks discussed below are not the only risks associated with an investment in or through a Client. Any statements set forth below regarding the future activity of a Client and opportunities in the markets are forward-looking statements. The matters discussed in such statements may be affected by a number of events, including general market and economic conditions and the other factors described in this Brochure or in the Offering Documents of a Client.

General Economic and Regulatory Risks General Economic and Market Conditions. The success of a Client’s activities is affected by and subject to general economic, market and geopolitical conditions, such as changes in interest rates,

availability of credit, inflation rates, commodity prices, economic or market uncertainty, changes in laws (including laws relating to taxation or regulation of a Client’s investments), trade barriers, trade wars, tariffs, protectionist regulatory policies, unemployment rates, release of economic or employment data, global or regional supply chain disruptions, delays and issues, currency exchange controls, national and international political circumstances and developments and other circumstances and occurrences (including without limitation, wars, epidemics, pandemics, outbreaks of disease, terrorist acts, security operations, bank failures or financial institution instability, disruptions in the financial industry, natural disasters, cyber-attacks, recessions and disruptions in government operations), as well as changes in government or regulatory policy precipitated by the foregoing. These and other factors, conditions and circumstances may affect the level and volatility of securities or investment prices, the correlations and relationships between the prices of various securities and investments, and the liquidity of Client investments in ways that impair a Client’s profitability or result in losses. Unpredictable or unstable market, economic and other conditions and developments, or changes in market and economic conditions, may also result in reduced opportunities to find suitable and appropriate investments to deploy capital, impair or adversely affect the value of investments, or make it more difficult to exit and realize value from investments. From time to time, including during the beginning of the COVID-19 global pandemic and during 2008-2009, various markets around the world have experienced extreme periods of volatility, illiquidity, correlation with other markets, negative (or positive) performance, and other disruptions and conditions that would previously have been viewed as extremely unlikely or even impossible. Such market, economic and financial developments have led to large losses and insolvencies at numerous financial and investment firms soon thereafter, and significant governmental interventions. For example, during the second half of 2008, the state of the U.S. and worldwide economy deteriorated into a severe recession which lasted several years. If a similar economic or market or financial event or situation were to occur in the future, Clients could experience a reduction in attractive investment opportunities and Client investments could be impaired or affected in many ways that cannot be predicted or prevented. The short-term and the longer-term impact of these events are uncertain, but they could continue to have a material effect on general economic conditions, consumer and business confidence and market liquidity. Any economic downturn resulting from a recurrence of such marketplace events and/or continued volatility in the financial markets could adversely affect the financial resources of a Client’s investments. Additionally, there has been significant discussion, dialogue and recent actions regarding significant changes to U.S. trade policies, legislation, treaties and tariffs affecting various countries and trade partners. Tariffs, protectionist or nationalist policies, and other trade restrictions or actions imposed by the U.S. government and any further similar changes in U.S. trade policy have triggered some, and could trigger additional, retaliatory actions by affected countries and trade partners, resulting in “trade wars”. In addition, trade tensions between the European Union and China have also escalated, with the European Union considering measures to address Chinese overcapacity in certain industries (e.g., the electric vehicle, solar, wind, semiconductor and pharmaceutical industries). Such measures, and potential Chinese retaliation, may affect global markets and sectors in which Clients invest. At this time, it is unknown whether and to what extent additional new legislation will be passed into law, pending or new regulatory proposals will be adopted (including with respect to bank reform), international trade agreements will be negotiated, or the effect that any such action would have, either positively or negatively, on a Client or its investments. Investments can be expected to be sensitive to the performance of the overall economy. Moreover, a serious pandemic, natural disaster, armed conflict, threats of terrorism, terrorist attacks, global pandemics or outbreaks of disease, the impact of military or other action, bank failures, government shutdown or work stoppage could severely disrupt global, national and/or regional economies. A resulting negative impact on economic fundamentals and consumer and business confidence may negatively impact market value, increase market volatility and reduce liquidity, all

of which could have an adverse effect on the performance of investments, a Client’s returns and a Client’s ability to make and/or dispose of investments. There can be no assurance that general market and economic developments in the future will not have a material adverse effect on the Adviser or a Client. A Client could incur material losses even if the Adviser reacts quickly to difficult market, financial or economic conditions, and there can be no assurance that a Client will not suffer material losses and other adverse effects from rapid changes in market or economic conditions in the future. Investors should realize that markets for the financial instruments in which a Client invests or may invest can correlate strongly with each other (or cease to correlate) at times or in ways that are difficult for the Adviser to predict. Even a well-analyzed approach may not protect a Client from significant losses under certain market, economic or other conditions. The particular or general types of market, financial or economic conditions in which a Client may incur losses or experience unexpected performance volatility cannot be predicted, and a Client may materially underperform other investment funds or vehicles or accounts with substantially similar investment objectives and approaches. Regulatory Developments. The legal, tax and regulatory environment worldwide for investment advisers, private investment funds, other alternative investment vehicles and the financial services industry continues to evolve, and changes in the regulation of and laws applicable to investment advisers, private investment funds and vehicles, and their trading and investing activities may have a material adverse effect on the ability of a Client to pursue its investment program and the value of investments held by a Client. There has been an increase in scrutiny of the financial services and alternative investment industry by governmental agencies and self-regulatory organizations. Such scrutiny may increase the Adviser’s or a Client’s exposure to potential liabilities and to additional legal, compliance, tax, regulatory and other related costs. New laws and regulations or actions taken by regulators that restrict the ability of a Client to pursue its investment program or conduct business with brokers and other counterparties could have a material adverse effect on the Adviser and Clients. U.S. and international financial reforms and regulatory actions have added and may continue to add costs to the legal, operational, regulatory, administrative and compliance obligations of the Adviser and increase the amount of time that the Adviser and its personnel spend on non-investment-related activities. U.S. and international financial reforms and regulatory actions, and other laws and regulations, could cause certain investment strategies or processes in which the Adviser or Clients currently engage or may otherwise have engaged to become not viable, economically or practically. U.S. and international financial reforms and regulatory actions, and other laws, could have a material adverse impact on the profit potential of Clients. Among other possible effects, such legislation, regulations and actions could change the functioning of capital markets in unpredictable ways, limit the scope of Client investment activities, including through limitations on short selling imposed with little or no notice, limit access to financing, increase margin or collateral requirements, limit leverage, impose position limits, require disclosure of confidential information, change applicable accounting requirements, impose new taxes or impose significant administrative burdens, which divert resources, time and attention. Consequently, a Client may not be capable of, or successful at, preserving the value of its portfolio, generating positive investment returns or effectively managing its risks. This Brochure cannot address or anticipate every possible current or future law, rule, regulation or action that may affect a Client, the Adviser or their respective businesses. Such laws, rules, regulations or actions may have a significant or materially adverse impact or effect on the Adviser

or a Client or the operations or activities of the Adviser or a Client, including, without limitation, restricting the types of investments a Client may make, preventing a Client from exercising its voting rights with regard to certain financial instruments, requiring a Client to disclose the identity of underlying investors, or otherwise. Enhanced Reporting Requirements. The SEC has adopted and amended various rules that impose enhanced reporting obligations on registered investment advisers and private funds. For example, the SEC has adopted amendments to Form PF. The SEC has extended the compliance date for certain of these amendments to October 1, 2026. At that time, Form PF filers will be required to report separately for each component fund of master-feeder and parallel fund structures, identify and report trading vehicles, and provide additional information regarding private fund assets, financing, investor concentration, and performance. In addition, the SEC has also adopted amendments to Form N-PX that require institutional investment managers to report how they voted (or did not vote) on executive compensation matters, commonly referred to as “say-on-pay” votes. Compliance with these enhanced reporting requirements imposes significant administrative burdens and costs on the Adviser, including costs associated with systems and processes to collect, validate, and report the required information, as well as personnel time devoted to regulatory compliance rather than investment-related activities. These costs may be borne directly by Clients or may indirectly affect Clients through their impact on the Adviser’s operations. Presidential Administration. The Donald J. Trump administration has enacted, and is seeking to enact, sweeping changes to numerous areas of law and regulation. Any such changes could significantly or materially impact or affect Clients and/or their investments. Specific legislative, executive and regulatory proposals proposed or implemented by the current presidential administration that could materially impact Clients and/or their investments include, without limitation, changes to tariffs and customs duties, trade agreements, import and export regulations, sanctions and export controls, immigration policy, income tax regulations and the federal tax code, healthcare and health related regulations, climate policies, environmental regulations, crypto regulation, artificial intelligence regulation, data privacy, critical minerals and supply chain policy, foreign investment restrictions, federal agency restructuring, public company reporting requirements, antitrust enforcement, and securities regulation and enforcement. Changes in U.S. federal policy, including tax, trade and other policies, and at regulatory agencies occur over time through policy and personnel changes following elections, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. Neither the Adviser nor any of its affiliates or personnel can predict the ultimate impact or outcome of the foregoing on Clients, their businesses and investments, or the financial services or asset management industry generally, and any prolonged uncertainty as to the nature, timing and extent of any such changes could also have an adverse impact on Clients and their investment objectives. Future changes enacted by the U.S. administration may adversely affect a Client’s operating environment and therefore its business, operating costs, financial condition and results of operations. Further, any extended federal government shutdown resulting from failing to pass budget appropriations, adopt continuing funding resolutions, or raise the debt ceiling, and other budgetary decisions limiting, delaying, deferring, reducing or cancelling government spending, may negatively impact U.S. or global economic conditions, including corporate and consumer spending, and liquidity of capital markets. The current administration has also pursued an assertive foreign policy posture, including military and diplomatic interventions abroad, which may contribute to regional instability, retaliatory actions by foreign governments, disruptions to global markets and supply chains, and broader geopolitical uncertainty that could adversely affect Clients and Client investments. There can be no assurance that any changes in laws, regulations or governmental

policy will not have an adverse impact on Clients and their investments, including the ability of a Client to execute its investment objectives and to receive attractive returns. In addition, any changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing the financial services industry, foreign trade, securities regulation, manufacturing, outsourcing, development and investment in the territories and countries or types of investments in which a Client is permitted to invest, and any negative sentiments towards the United States as a result of such changes, could adversely affect the performance of a Client’s investments. Moreover, media (including social media) has the potential to influence public sentiment and escalate tensions both within the U.S. and in international relations, which could cause social unrest and could negatively impact stock markets and economics around the globe as well as Client investments. Changes in administration policy regarding the regulation or deregulation of federal agencies, including the SEC, FinCEN and other financial regulators, may result in the extension, rescission or modification of recently adopted rules, creating uncertainty as to compliance obligations and the regulatory environment for investment advisers and private funds. In addition, changes in the control of the U.S. legislative and executive branches could result in potential changes in laws and regulations affecting the asset management and private fund industries. The likelihood of occurrence and the effect of any such change is highly uncertain and could have an adverse impact on Clients and Client investments. Trade Policy Instability. On February 20, 2026, in Learning Resources, Inc. v. Trump, the U.S. Supreme Court ruled 6-3 that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs, striking down the tariffs that President Trump had imposed by executive order since early 2025. Within hours of the ruling, President Trump announced he would continue to pursue tariff policies using alternative statutory authorities, immediately invoking Section 122 of the Trade Act of 1974 to impose temporary import surcharges of up to 15% ad valorem on virtually all imports into the United States, which is the maximum rate permitted under that statute. Section 122 authorizes such tariffs only for a period of up to 150 days (unless extended by an act of Congress) and for enumerated purposes. These Section 122 tariffs implemented may themselves be subject to legal challenge. The administration has also indicated its intent to expand the use of other tariff authorities, including Section 232 of the Trade Expansion Act of 1962 (national security tariffs) and Section 301 of the Trade Act of 1974 (unfair trade practices). This environment of rapid and unpredictable, including the imposition, modification, suspension, or invalidation of tariffs with little or no advance notice, has caused and may continue to cause substantial volatility in domestic and international financial markets. The Supreme Court’s ruling and the Presidential administration’s immediate pivot to alternative legal authorities demonstrate that tariff policy remains highly fluid, legally contested, and subject to sudden reversal. Businesses have been forced to make pricing, hiring, supply chain, and investment decisions against a backdrop of shifting trade rules. Even if tariff rates decline, policy uncertainty itself may have lasting effects on market conditions, investor sentiment, and the competitive environment. Clients and Client investments may be adversely affected by these developments directly (through exposure to issuers, sectors, or asset classes sensitive to tariff and trade policy) or indirectly (through macroeconomic effects such as inflation, foreign exchange volatility, supply chain disruption, or tighter financing conditions). Retaliatory measures by foreign governments may compound these effects. The Adviser cannot predict the ultimate scope, duration, or legal viability

of current or future tariff measures, or the broader economic and market implications of continued trade policy volatility. Potential for Fraud. There is a risk that a Client will be subject to fraud in connection with its business or investment activities and there is no assurance the Adviser will be able to prevent or avoid all types of fraud by parties with whom a Client or the Adviser transact business (including the prime brokers, custodians and companies in which a Client invests). The Adviser frequently relies on financial and other information provided or made available by issuers, persons associated therewith or affiliates thereof and other persons (including various third-party service providers). The Adviser generally has no ability to independently verify the financial information disseminated by the issuers in which a Client invests and is dependent upon the integrity of both the management of these issuers and the financial reporting process in general. Corporate mismanagement, fraud and accounting irregularities relating to the investments held by a Client may result in material losses. Terrorist Attacks, War and Natural Disasters. Terrorist activities, anti-terrorist efforts, other armed conflicts involving the United States or its interests abroad, wars and natural disasters may adversely affect any region or country, its financial markets and global economies and markets, and could prevent the Adviser and a Client from meeting their respective investment and risk management objectives and other obligations. The potential for future terrorist attacks, the national and international response to terrorist attacks, other acts of war or hostility and natural disasters have created many economic and political uncertainties in the past and may do so in the future, which may adversely affect any region or country and world financial markets and a Client for the short or long-term in ways that cannot presently be predicted. In February 2022, an armed conflict escalated between Russia and Ukraine and Russia invaded Ukraine. In response to such invasion, the United States, the European Union and many other countries and organizations have announced various sanctions against Russia, Russia-backed separatist regions in Ukraine and certain banks, companies, government officials and other individuals in Russia and Belarus. The sanctions announced by the U.S. and other countries to date include restrictions on selling or importing goods, services, or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia. The U.S. and other countries could impose wider sanctions and take other actions should the conflict further escalate or deteriorate. In October 2023, following a series of attacks by Hamas on Israeli civilian and military targets, Israel declared war on Hamas in Gaza. The Ukraine-Russia and Israel-Hamas conflicts have led to, and may continue to lead to, significant political, geopolitical, economic and market turmoil and volatility, including dramatic increases and/or instability in oil and gas prices and further supply chain disruptions. Although a ceasefire between Israel and Hamas was reached in late 2025, the prospects for a lasting settlement remain uncertain, and the risk of renewed hostilities or broader regional conflict persists. In February 2026, armed conflict between the United States, Israel, and Iran commenced, and military operations are ongoing by all parties. The conflict has resulted in attacks on military and strategic targets in Iran, retaliatory missile and drone attacks by Iran against Israel and U.S. military installations across the Persian Gulf region, and the involvement of additional regional actors. The conflict has disrupted global markets, caused significant volatility in financial markets, and created uncertainty regarding its duration and scope, including potential disruption to critical shipping lanes such as the Strait of Hormuz. It is not possible to predict the broader consequences of these conflicts or the sanctions imposed or applied as a result thereof, which could include further sanctions, embargoes, trade actions,

cyberattacks, regional instability, geopolitical shifts, conflicts and adverse effects on macroeconomic conditions, currency exchange rates and financial markets, all of which could adversely affect the performance of a Client and its investments. Public Health Risk. The Adviser’s business activities, as well as the activities, investments and operations of a Client have been materially impacted, and could be materially adversely affected or impacted in the future, by the effects of a widespread outbreak of contagious disease, such as the COVID-19 pandemic, an influenza pandemic or other pandemics, epidemics and public health issues. Public health crises can develop rapidly and unpredictably, which may prevent governments, asset managers, companies or others (including the Adviser, a Client or its investments) from taking timely or effective steps to mitigate or reduce any adverse impacts to a Client and its investments. The extent and duration of any such impacts will depend on future developments, which are highly uncertain and cannot be predicted at this time. Any outbreak of contagious diseases and other adverse public health developments, together with any resulting disruptions or restrictions on travel, quarantines or “stay‐at‐home” orders, social distancing policies and/or quarantines imposed or recommended by governments and private parties in the jurisdictions where a Client or its investments are based (together, the “Isolation Measures”), could have a material and adverse effect on a Client and its investments, including by disrupting or otherwise adversely affecting the human capital, business operations or financial resources of a Client, its investments, or its service providers (which could, in turn, adversely impact the ability of such service providers to fully support the administration and operations of a Client or its investments). In addition, a significant outbreak of contagious diseases in the human population, and any containment or other remedial measures imposed (including Isolation Measures), may result in a widespread health crisis that could severely disrupt global, national and/or regional economies and financial markets and cause an economic downturn that could adversely affect the performance of a Client and/or its investments. Although the long‐term economic fallout of any future pandemic or outbreak of disease is or will be difficult to predict, it may contribute or lead to market volatility and lead to an economic slowdown given the disruption to supply chains across sectors and industries worldwide, which may reduce investment activity more generally and materially and adversely affect a Client and/or its investments. To the extent an epidemic or pandemic is present in jurisdictions in which the Adviser has offices or other operations or investments, it could affect the ability of the Adviser and its affiliates to operate effectively, including the ability of personnel to function, communicate and travel to the extent necessary to carry out the investment strategies and objectives of a Client. The impact of a health crisis such as the COVID-19 pandemic, and other epidemics, pandemics and outbreaks of disease that may arise in the future, depends on the duration and spread of the outbreak, the severity, the actions to contain, slow down or halt the spread of the virus or treat its impact, and how quickly and to what extent normal or semi-normal economic and operating conditions can resume, which could affect the global economy in ways that cannot necessarily be foreseen at the present time. A health crisis may exacerbate other pre-existing political, social and economic risks. Any such impact could adversely affect a Client’s performance, resulting in losses. A pandemic and actions, measures and steps taken by governments around the world in response to such pandemic may cause material disruptions to (or otherwise materially impact or affect) the business operations and activities of service providers on which Clients and the Adviser rely (including administrators, custodians and counterparties). It may also adversely impact a Client’s investments, the ability of the Adviser to access markets or implement a Client’s investment

strategies in the manner originally contemplated, the valuation of investments or the net asset value of a Client. Geopolitical Risks. An unstable geopolitical climate and continued threats of terrorism or war could have a material effect on general economic conditions, market conditions and market liquidity (among other things). The continued threat of terrorism and wars and the impact of military or other actions have led to and will likely lead to increased market volatility and could affect certain issuer’s financial results. In addition, U.S. military or diplomatic interventions abroad, including recently in Venezuela, may result in regional instability and retaliatory actions by foreign governments. Armed conflict between the United States, Israel and Iran, including the potential for such conflict to expand regionally and globally, could further destabilize global markets, disrupt critical shipping lanes such as the Strait of Hormuz, and contribute to broader geopolitical uncertainty that may adversely affect Clients and Client investments. Moreover, a serious pandemic or a natural disaster could severely disrupt the global, national and regional economies. A resulting negative impact on economic fundamentals and consumer confidence may negatively impact market value of a Client’s investments, increase market volatility, depress mergers and acquisitions activity, and reduce liquidity, all of which could have an adverse effect on a Client’s returns and ability to make new investments. No assurance can be given as to the effect of these events on the value of or markets for investments. Government Intervention. In 2008 and thereafter, the global financial markets underwent significant disruptions that led to certain significant governmental interventions and actions. Global pandemics and outbreaks of disease, such as COVID-19, have led to, and may continue to result in or lead to, significant (and in certain cases unprecedented) governmental interventions both in the United States and abroad. Extreme volatility and illiquidity in markets have also in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. Such governmental interventions were and future governmental interventions may be implemented on an “emergency” basis, with little advance notice, thereby suddenly and substantially reducing or eliminating market participants’ ability to anticipate or react to such interventions, to implement certain investment strategies or to manage the risk of outstanding positions. In addition, these interventions were and may be unclear in scope and application, resulting in confusion and uncertainty, which in itself can be materially detrimental to the efficient functioning of the markets or the economy or a Client’s investment strategies. If governmental intervention programs or actions are unwound, there could likewise be uncertainty and adverse effects on the markets and economy and a Client’s investment strategies. In the case of any future market disruptions, significant economic events, pandemics or other health events, or other events or circumstances, it is impossible to predict what interim or permanent governmental interventions, restrictions (or easing of restrictions) or other actions may be imposed on the markets or the economy or the effect of such actions on a Client’s activities and investment strategies. For all of the foregoing reasons, among others, governmental interventions and other actions could have a material adverse effect on Clients and investors. Changes in Government Policy. Changes in government policy, including monetary, fiscal, tax, trade and regulatory policies, among many others, have had, and will continue to have, a significant effect on the economy, financial markets and a Client’s investment strategies. Any such changes could be difficult or impossible to anticipate and could have significant unanticipated or unintended consequences. In addition, changes in policy implemented or threatened by one government often lead to changes in policy by other governments, which have their own significant consequences. As just one example, tariffs imposed by the U.S. government on certain imports from China, Mexico and Canada have led to the imposition of reciprocal tariffs by China, Mexico and Canada on certain imports from the U.S., and a similar dynamic has occurred in connection with other changes in trade

policy implemented or threatened by various governments. Any of the foregoing could result in a material adverse effect on a Client. Disruption in the Banking and Financial Services Industry. The Adviser’s ability to make investments, secure funding and engage in other transactions could be adversely affected by the actions and stability of banks and other financial institutions. Banks and financial services institutions are interrelated as a result of trading, clearing, counterparty and other relationships. As a result, defaults or failures by, or even rumors or questions about, one or more financial service institutions or banking institutions, or the industry generally, have historically led to market-wide liquidity problems, credit crunches and market volatility. Specifically, in March 2023, both Silicon Valley Bank (“SVB”) and Signature Bank were closed and swept into receivership with the Federal Deposit Insurance Corporation (the “FDIC”). In addition, First Republic Bank’s credit rating was downgraded after securing billions in funds from other financial institutions to avoid closure, and Credit Suisse was rescued with a buy-out from UBS. Such failures led to depositors withdrawing their funds from these and other financial institutions, leading to severe market disruption and extreme volatility in the prices of the securities issued by financial institutions. Losses of depositor, creditor and counterparty confidence could lead to losses or defaults by the Clients or other institutions. In response to the bank failures at SVB and Signature Bank and the resulting market and public reaction, the Secretary of the Treasury, the Federal Reserve and the FDIC indicated that all depositors of SVB and Signature Bank would have access to all deposits by utilizing the Deposit Insurance Fund, including bridge banks to assume all of the deposit obligations of the failed banks, while leaving unsecured lenders and equity holders of such institutions exposed to such losses. The Federal Reserve also created the Bank Term Funding Program to ensure banks have the ability to meet the needs of their depositors. There is no guarantee that the U.S. Department of Treasury, FDIC and the Federal Reserve will provide access to uninsured funds in the future in the event of the closure or failure of other financial institutions (or do so in a timely fashion) and it is uncertain whether these steps or actions by government agencies and authorities will be sufficient to calm the financial markets, reduce the risk of significant depositor withdrawals at other institutions and thereby reduce the risk of additional bank failures. Inflation. The rate of inflation has been elevated in recent years (in comparison to recent history) and may remain historically elevated or high for a significant period. Inflation and rapid fluctuations in inflation rates have in the past had and are currently having negative effects on economies and financial markets. For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. If inflation were to continue at the current level or rise at rates higher than those anticipated in underwriting investments, the effective rate of return on such investments may be reduced. For example, there may be instances where rents and other revenues related to such investments may be fixed by contract for meaningful periods of time whereas related expenses and interest costs may not be. As a result, the recent rise in the rate of inflation (and any additional increase in such rate of inflation or continued elevated rates) could have a material and adverse impact on a Client’s investments. Interest Rate Risks. Interest rate risk refers to the risks associated with market changes in interest rates. Rising interest rates have recently negatively impacted, and to the extent of additional increases in such rates will continue to negatively impact, the price of fixed rate securities. To the extent interest rates fall in the future, such falling interest rates are generally expected to have a positive effect on price. Adjustable-rate instruments also react to interest rate changes in a similar manner, typically to a lesser degree. Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. Borrowings by a Client

will subject the Client to risks associated with movements in interest rates. For example, a Client will be required to manage both curve risk, which is the risk that the slope of the yield curve will vary from the slope assumed in a Client’s strategy, and credit spread risk, which is the risk that the spreads between yields of differently rated issuers will change in a manner that adversely affects a Client’s portfolio. In addition, a rise in, or the continued elevation of, interest rates may hinder the ability of healthcare-related companies, including, without limitation, those in the biotechnology or pharmaceutical industries, to secure funding for their operations, which could negatively impact the success of certain Client investments. Artificial Intelligence and Machine Learning Developments. Recent technological advances in artificial intelligence and machine learning technology (collectively, “Machine Learning Technology”), including OpenAI’s release of its ChatGPT application and the rapid proliferation of generative artificial intelligence tools and large language models, pose risks to the Adviser, the Clients, investors and Client investments. The use of Machine Learning Technology by the Adviser, its personnel, or its service providers creates risks relating to cybersecurity, threats to proprietary and confidential information, potential intellectual property violations, inadvertent disclosure of personal information in violation of applicable data protection laws, and the risk that artificial intelligence-generated outputs may be inaccurate, incomplete, or misleading. The Adviser has adopted and implemented internal policies governing use of Machine Learning Technology by its personnel. Notwithstanding any such policies adopted or implemented by the Adviser, the Adviser’s personnel, and other associated persons could, unbeknownst to the Adviser, utilize Machine Learning Technology in contravention of such policies. The Adviser, Clients and Client investments could be further exposed to the risks of Machine Learning Technology if third-party service providers or any counterparties, whether or not known to the Adviser, also use Machine Learning Technology in their business activities. The Adviser will not be in a position to control the use of Machine Learning Technology in third-party products or services. Use of Machine Learning Technology by any of the parties described in the previous paragraph could include the input of confidential information (including material, non-public information) — either by third parties in contravention of non-disclosure agreements, or by the Adviser’s personnel in contravention of the Adviser’s policies, contractual or other obligations or restrictions to which any of the foregoing or any of their affiliates or representatives are subject, or otherwise in violation of applicable laws or regulations relating to treatment of confidential and/or personally identifiable information (including material, non-public information) — into Machine Learning Technology applications, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users. Independent of its context of use, Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error — potentially materially so — and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent that the Adviser, Clients and Client investments are exposed to the risks of Machine Learning Technology use, any such inaccuracies or errors could have adverse impacts on the Adviser, Clients and Client investments. Conversely, to the extent competitors of a Client and its investments utilize Machine Learning Technology more extensively than the Client and its investments, there is a possibility that such competitors will gain a competitive advantage. Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments.

Use of Artificial Intelligence, Data Analytics, and Similar Tools. From time to time, the Adviser and its affiliates utilize or may utilize artificial intelligence, machine learning, data analytics and similar tools that collect, aggregate, and analyze data (collectively, “Data Tools”) in connection with the management of a Client and/or a Client’s portfolio. There are significant risks involved in utilizing Data Tools and no assurance can be provided that the usage of such Data Tools will enhance a Client’s portfolio or assist a Client or its investments in being more efficient or profitable. For example, certain Data Tools may utilize historical market or sector data in their analytics. To the extent that such historical data is not indicative of the current or future conditions in the applicable market or sector, or the Data Tools fail to filter biases in the underlying data or collection methods, the usage of Data Tools may lead the Adviser to make determinations on behalf of a Client, including potentially purchase and sale decisions, that have an adverse effect on a Client and its investments. While Data Tools may improve the efficiency of data analytics and reduce investment costs, there is no assurance that returns from investments utilizing Data Tools will be higher than they would be if investment decisions were made solely using human analytics or that the expenses related to Data Tools directly or indirectly borne by a Client will outweigh such reduced investment costs or outweigh such risks. Data Tools may also be subject to data herding and interconnectedness (i.e., multiple market participants utilizing the same data), which may adversely impact the markets in which a Client invests, and in turn, the Client’s investments. In addition, the use of Data Tools may enhance cybersecurity risks and operational and technological risks. The technologies underlying Data Tools and their use cases are rapidly developing, and remain subject to existing laws, including privacy, consumer protection, and federal equal opportunity laws. As a result, it is not possible to predict all of the legal, operational, or technological risks related to the use of Data Tools. Moreover, Data Tools are the subject of evolving review by various regulatory agencies, including the SEC and the U.S. Federal Trade Commission, and changes in the regulation of the use of Data Tools may adversely affect the ability of the Adviser to use Data Tools to manage a Client and its investments. Portfolio Risks Investment and Trading Risks Generally. All investments risk the loss of capital. No guarantee or representation is made that a Client’s program will be successful. Investments may vary substantially or materially over time. A Client’s investment program has involved and may involve, without limitation, risks associated with limited diversification (or portfolio concentration), shortselling, inflation risks, equity risks, distressed issuers, interest rates, commodity interest trading risk, risks associated with businesses in the healthcare or biotechnology industry, new or changing laws, rules and regulations (including new laws or regulations impacting or affecting the healthcare or biotech industry or issuers operating within the healthcare or biotech industry or sector), illiquidity, volatility, obsolescence, government approvals, tracking risks in hedged positions, security borrowing risks in short sales, credit deterioration or default risks, systems risks, and other risks inherent in a Client’s activities. Investment techniques or strategies utilized by the Adviser or a Client may, in certain circumstances, substantially increase the impact of adverse market movements to which a Client is or will be subject. The performance of any particular investment is subject to numerous factors which are neither within the control of, nor predictable by, the Adviser. Such factors include a wide range of economic, political, market, regulatory, competitive and other conditions that may affect investments in general or specific industries or companies (such as political or regulatory developments or conditions affecting healthcare companies or the healthcare industry). The Adviser may also simply make mistakes in managing a Client’s portfolio, and such mistakes could lead to material losses for the Client. Mistakes are an inherent risk of any pooled investment vehicle or advisory client, and Clients and investors will generally have no recourse against the Adviser or any of its affiliates (or any other person) for mistakes in investment judgment or process, even in the case of negligence. As a result of the nature of investment activities, it is expected that a Client’s financial performance will fluctuate substantially or materially from period

to period. Clients and investors could lose a substantial portion or all of their investment. Past investment results of Clients and the Adviser (or investments otherwise made by the investment professionals of the Adviser) are not necessarily indicative of their future performance. The Adviser’s methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Investment in Healthcare Companies. Clients invest in the assets, securities or other instruments of healthcare companies, which involves substantial risks, including, but not limited to, the following: (i) certain companies in which a Client may invest may have limited operating histories; (ii) rapidly changing technologies and the obsolescence of products (including scientific or technological developments); (iii) change in government policies; (iv) volatility in the U.S. and non-U.S. stock markets affecting the prices of healthcare company securities; and (v) most pharmaceutical and biotechnology companies, and many other companies in the healthcare sector, are subject to extensive government regulation. In addition, obtaining governmental approval for new products from governmental agencies can be lengthy, expensive and uncertain. Public health issues and outbreaks of disease, such as pandemics, may have a unique, unexpected or material impact or effect on the healthcare industry and healthcare companies (including with respect to the diversion of healthcare resources). Changes in law, policy or regulation (or new laws, policies and/or regulations) (including policies or changes implemented by the current presidential administration) may materially affect healthcare companies or the healthcare industry. The success of healthcare companies often hinges upon the success of one product or potential product (or a small number of products or potential products). It is possible that potential products may fail to produce intended results, produce results that were unexpected or unintended, and/or fail to obtain necessary regulatory approvals (including approval of the FDA (as defined below) and similar regulators in other applicable markets or jurisdictions). If a company is dependent on one product or potential product (or a small number of products or potential products), the consequences of such failure could be devastating to the prospects of such company, which in turn could negatively affect the performance of a Client. Healthcare companies often depend on key scientific, research and/or management personnel. Such companies’ abilities to pursue the development of current and future potential products depends largely on retaining the services of existing personnel and hiring additional qualified personnel to perform research and development. Such companies may not be able to attract and retain personnel on acceptable terms given the competition for such personnel among healthcare companies. Any such failure to attract and retain personnel might delay the development of products and result in harm to such companies’ business. Investments in Companies Dependent Upon Scientific Developments and Technologies. Clients invest in healthcare, life science, medical device and biotechnology companies. The value of a Client’s interests or investments may be susceptible to factors affecting such companies and to a greater risk than an investment in an investment fund that invests in a broader range of securities. The specific risks faced by such companies include: (i) rapidly changing science and technologies; (ii) new competing products and improvements in existing products that may quickly render existing products or technologies obsolete; (iii) exposure, in certain circumstances, to a high degree of government regulation, making these companies susceptible to changes in government policy and failures to secure, or unanticipated delays in securing, regulatory approvals; (iv) scarcity of management, technical, scientific, research and marketing personnel with appropriate training; (v)

the possibility of lawsuits related to intellectual property rights; and (vi) rapidly changing investor sentiments and preferences with regard to healthcare, life science, medical device and biotechnology sector investments (which are generally perceived as risky). The healthcare, life science, medical device and biotechnology sectors or industries are characterized by significant and rapid change. A company’s research, technologies, and/or products may quickly be rendered obsolete by the research, discoveries and development of competitors prior to revenue generation. The market value of these companies in general has been highly volatile, with significant price fluctuations that are often unrelated to the operating performance of such companies. Risks Associated with the Life Sciences / Healthcare / Biotechnology Industry. The life science, healthcare, medical device and biotechnology industry is dominated by large multi-national corporations which may have substantially greater financing and technical resources than what generally may be available to some of a Client’s investments. Such large corporations may be better able to adapt to the challenges presented by continuing rapid and major scientific, regulatory and technological changes as well as related changes in governmental and third-party reimbursement policies. Some of a Client’s investments will be at least partially dependent for their success upon governmental and third-party reimbursement policies that are under constant review and are subject to change at any time. Any such change could adversely affect the viability of one or more portfolio companies. In addition, the levels of revenues and profitability in the healthcare, life sciences, and biotechnology industries may be affected by the continuing efforts of governmental health administration authorities, private health insurers, managed care entities and other third-party payors to contain or reduce costs. Significant uncertainty exists as to the reimbursement status of newly approved life sciences and biotechnology products, including the costs of healthcare or to establish protocols which effectively limit physicians’ ability to select products and healthcare 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. Within the life science, healthcare, medical device and biotechnology industry, the development, testing, manufacturing and marketing of products generally is a costly and time-consuming process and subject to extensive regulation by numerous governmental authorities in the United States and other countries. Many highly promising products ultimately fail to prove safe and effective. Products under development and pre-clinical testing generally will require extensive clinical testing prior to application for commercial use. In particular, the process for obtaining approval by the U.S. Food and Drug Administration (“FDA”) is typically costly and time consuming. Certain new products must undergo rigorous preclinical and clinical testing and an extensive regulatory approval process mandated by the FDA. Even if a company receives approval of the FDA to sell a product, such product will be subject to continued regulation by the FDA and other regulatory agencies. In addition, even if the regulatory approval of a product is granted, the approval may be subject to limitations on the uses for which the product may be marketed, or the conditions of approval, or certain requirements for costly post-marketing testing and surveillance to monitor the safety or efficacy of the product. 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 also make any particular treatment, service or product less attractive if previously unknown or underappreciated risks are revealed, or if a more effective, less costly or less risky solution is or becomes available. Any such development could have a material adverse effect on the companies in which a Client invests. Any adverse effects observed after the approval and marketing of a product could result in the withdrawal of the product from the marketplace. There can be no assurance that the research or product development efforts of a Client’s investments or those of their collaborative partners will be successfully completed, that specific products can be manufactured in adequate quantities at an acceptable cost and with appropriate quality, or that such products can be successfully marketed or achieve customer acceptance.

Many of a Client’s investments depend heavily upon intellectual property for their competitive position. There can be no assurance that a Client’s investments will be able to obtain patents for key inventions. Moreover, within the life sciences/health care industry, patent challenges are frequent. Even if patents held by a Client’s investments are upheld, any challenges thereto may be costly and distracting to the portfolio companies’ management. In January 2026, the current presidential administration announced “The Great Healthcare Plan”, a healthcare reform framework that proposes significant changes to prescription drug pricing, health insurance subsidies, and healthcare market regulation. Key elements include “most-favored-nation” drug pricing intended to reduce pharmaceutical prices to levels paid in other countries, redirecting government subsidies away from insurance companies and directly to consumers, expanding the availability of over-the-counter medications, and imposing new price transparency requirements on insurers and providers. These changes, if implemented, could materially affect pharmaceutical company revenues, insurer profitability, provider reimbursement rates, and the competitive dynamics of the healthcare industry, potentially impacting the value of healthcare investments held by Clients. Commercialization of Life Sciences and Biotechnology Companies. Companies in the life sciences and biotechnology industry, including the medical device industry, depend heavily on the ability of their management team to commercialize their products in order to generate revenue. In order to commercialize their products, life sciences and biotechnology companies are required to invest in marketing, ongoing research and development, and regulatory compliance. A portfolio company may have difficulty commercializing its products for a variety of reasons, including an unwillingness on the part of customers, clinicians, and/or providers to purchase such company’s products, adverse clinical outcomes, difficulties in obtaining reimbursement coverage and/or purchase approval, problems with the product’s supply chain, and unanticipated litigation. Moreover, a portfolio company’s revenue generation depends on successfully commercializing current products in development, enhancing existing product features and, importantly, the introduction of new products that are responsive to market demand and competitive pressures. The failure by a portfolio company to commercialize its products successfully could have a material adverse effect on such portfolio company and, more broadly, Clients and/or applicable investors. Limited Diversification and Risk Management Failures. Clients primarily invest in equity and option securities of U.S.-based issuers in the biotechnology, healthcare and pharmaceutical industries. As such, a Client’s portfolio will not be diversified to any material extent (including a concentration of investments in issuers operating within the same industries) and, as a result, a Client could experience significant losses if general economic conditions, and, in particular, those relevant to the issuers whose securities are owned by a Client, decline. In addition, the significant concentration of a Client’s portfolio in a limited number of issuers, types of financial instruments, industries, sectors, strategies and geographic regions will increase the risk of losses suffered by a Client than would be the case if a Client maintained a wider diversification among issuers, types of securities, industries, sectors and geographic regions. This limited diversity could expose a Client to losses disproportionate to market movements in general. Although the Adviser attempts to identify, monitor and manage certain significant risks related to specific investments, these efforts cannot take all risks into account, including systematic market risk, and there can be no assurance that these efforts will be effective. Many risk management techniques are based on observed historical market behavior, but future market behavior may be entirely different. Any inadequacy or failure in the Adviser’s risk management efforts could result in material losses for a Client. Investment in Smaller Companies. There is no limitation on the size or operating experience of the companies in which a Client invests or may invest, and Clients invest or may invest across all

market capitalizations, including significant exposure to small and mid-cap issuers. Smaller capitalization companies generally involve higher risks in some respects than do investments in stocks of larger companies. Some small companies in which a Client may invest may lack management depth or the ability to generate internally or obtain externally the funds necessary for growth. Companies with new products or services could sustain significant losses if projected markets do not materialize. Further, such companies may have, or may develop, only a regional market for products or services and may be adversely affected by purely local events. Such companies may be small factors in their industries and may face intense competition from larger companies and entail a greater risk than investment in larger companies. Securities of small- and mid-cap issuers may be thinly traded (and therefore have to be sold at a discount from current market prices or sold in smaller lots over a longer period of time relative to securities of large-cap issuers), may be followed by fewer investment research analysts and may be subject to wider price swings and thus may create a greater chance of loss than when investing in securities of larger cap issuers. Transaction costs in securities of smaller companies may be higher than those of larger cap issuers. Investments in Undervalued Equity and Equity-Related Securities. Clients invest in what the Adviser believes to be undervalued equity and equity-related securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunities for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from a Client’s investments may not adequately compensate for the business and financial risks assumed. Clients make certain speculative investments in securities which the Adviser believes to be undervalued; however, there are no assurances that the securities purchased will in fact be undervalued. In addition, a Client may be required to hold such securities for a substantial period of time before realizing their anticipated value. During this period, a portion of a Client’s assets may be committed to the securities purchased, thus possibly preventing the Client from investing in other opportunities. In addition, a Client may finance such purchases with borrowed funds and thus will have to pay interest on such funds during such waiting period. If a Client takes long positions in stocks that decline and short positions in stocks that increase in value, then the losses of the Client may exceed those of other portfolios that hold long positions only. Equity Risks. Clients invest in equity and equity-derivative securities. The market price of securities owned by Clients may go up or down, sometimes rapidly or unpredictably. A risk of investing in a Client is that the equity securities in its portfolio will decline in value due to factors affecting equity securities markets generally or the sectors in which a Client invests. Depending on whether a Client has a long or short position in a particular equity security, the value of such equity security may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Other risks of investing globally in equity securities may include changes in currency exchange rates, exchange control regulations, expropriation of assets or nationalization, imposition of withholding taxes on dividend or interest payments, and difficulty in obtaining and enforcing judgments against non-U.S. entities. In addition, securities which the Adviser believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Adviser anticipates. As a result, a Client may lose all or substantially all of its investment in any particular instance.

Long/Short. The identification of investment opportunities in the implementation of the Adviser’s long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized, realized or acquired by a Client. In the event that the perceived opportunities underlying a Client’s positions were to fail to converge toward, or were to diverge further from values expected by the Adviser, a Client may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Adviser to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Adviser’s long/short strategies may become outdated and inaccurate as market conditions change. Short Selling. A Client’s investment program involves the use of short sales and short selling. In a short sale, the seller sells a security that it does not own, typically a security borrowed from a broker or other counterparty. Because the seller remains liable to return the underlying security that it borrowed from the broker or counterparty, the seller must purchase the security prior to the date on which delivery to the broker or dealer is required. The making of short sales exposes a Client to the risk of liability for the market value of the security that is sold, which is an unlimited risk in theory due to the lack of an upper limit on the price to which a security may rise. In addition, there can be no assurance that securities necessary to cover a short position will be available for purchase or that securities will be available for a Client to borrow at reasonable costs. If a request for a return of borrowed securities occurs at a time when other short sellers of the security are receiving similar requests, a “short squeeze” can occur, in which case a Client may be compelled to replace borrowed securities previously sold short with purchases on the open market at the most disadvantageous time, possibly at prices significantly in excess of the proceeds received in originally selling the securities short. A similar result can occur whenever widespread investor sentiment or activity causes a large and rapid increase in the price of a stock, regardless of the reason and even without a “short squeeze.” For example, during 2021 retail investors appear to have caused the securities of GameStop Corp (GME), AMC Entertainment Holdings, Inc. (AMC) and other “meme stocks” to increase in price rapidly to levels that did not seem justified by normal fundamental analysis. The efforts of these retail investors pushed the price of GameStop stock to record levels in a very short period of time, and many hedge funds and other investors lost billions of dollars as they were forced to close out their short positions on GameStop stock in connection with the short squeeze. This type of situation is likely to reoccur in the future, as social media and popular commission free trading platforms have made it easier for a large number of retail investors to act in a similar manner, causing unexpected price changes in securities and disrupting the trading strategies of hedge funds and other institutional investors. In addition, controversy relating to GameStop and other “meme stocks” has led to SEC and Congressional scrutiny and could result in greater regulation of short selling and other investment activities. On October 13, 2023, the SEC adopted Rule 13f-2 and related Form SHO pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which requires institutional investment managers that meet or exceed certain specified thresholds to report certain short positions and short activity information on Form SHO, and the SEC may adopt or enact additional rules requiring public disclosure of short positions in the future. These new rules and related requirements will require additional monitoring and reporting of short positions, thereby increasing the administrative, regulatory and compliance burdens and costs for the Adviser and its Clients. Following a Fifth Circuit ruling remanding Rule 13f-2 to the SEC for further consideration of its cumulative economic impact, the SEC granted temporary exemptive relief from compliance with Rule 13f-2 and from reporting short sales on Form SHO until January 2, 2028. The nature, timing, and ultimate effect of Rule 13f-2, including whether it will be finalized, rescinded, or further modified following the Fifth Circuit’s remand, remain uncertain.

In addition, other non-U.S. jurisdictions where a Client trades or may trade or utilize short selling have adopted or may adopt reporting requirements. If a Client’s short positions or the Adviser’s short strategy becomes generally known, it could have a material or significant effect on the Adviser’s ability to implement or effect a Client’s investment strategies. In particular, it would make it more likely that other investors could cause or lead a Client into a “short squeeze” in the securities held short by such Client, forcing the Client to cover its positions at a loss. Such reporting requirements likely would also limit the Adviser’s ability to access management and other personnel at certain issuers where a Client seeks to take or establish a short position. In addition, if other investors engage in copycat behavior by taking positions in the same issuers as a Client, the cost of borrowing securities to sell short could increase significantly and the availability of such securities to the Client could decrease significantly. The SEC has adopted various restrictions or limitations on the short sale of securities which fall more than ten percent (10%) in a given day (referred to as the “circuit breaker” or “modified uptick rule”). The SEC and regulatory authorities in other jurisdictions could adopt (and in certain cases have adopted) bans or restrictions or limitations on short sales of certain securities or short sales with respect to certain issuers in response to significant market events. Restrictions, limits or bans on short selling would make it more difficult for the Adviser to execute or effect certain investment strategies and may have a material adverse effect on a Client’s ability to achieve its investment objectives and generate returns. Call Options. Clients trade in call options. There are significant risks associated with the sale and purchase of call options. A call option is a financial contract that gives the buyer of the contract the right, but not the obligation, to buy a security or other financial instrument from the seller (or “writer”) at a specified price within a specified time period. The buyer pays a non-refundable premium to the seller for the right to exercise the call option. The seller (writer) of a call option which is covered (e.g., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of an uncovered call option may be unavailable for purchase, except at much higher prices, thereby reducing or eliminating the value of the premium. Purchasing securities to cover the exercise of an uncovered call option can cause the price of the securities to increase, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire premium investment in the call option. Put Options. Clients trade in put options. There are risks associated with the sale and purchase of put options. A put option is a financial contract that gives the buyer of the contract the right, but not the obligation, to sell a security or other financial instrument to the seller of the put at a specified price within a specified time period. The buyer pays a non-refundable premium to the seller for the right to exercise the put option. The seller (writer) of a put option which is covered (e.g., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the underlying security if the market price falls below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire premium investment in the put option. Investments in Distressed Issuers. Clients have invested and may in the future invest in securities of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, or facing special competitive, legal or product obsolescence problems, or that are involved in bankruptcy or reorganization proceedings, including purchasing or otherwise

acquiring an interest in claims against an issuer involved in bankruptcy or reorganization proceedings. Investments of this type 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 (and similar foreign) laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the 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 ask prices of such securities is often 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 addition, in liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there is the risk that the reorganization either will be unsuccessful (for example, due to failure to obtain requisite approvals), will be delayed (for example, 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 a Client paid for the security in respect of which such distribution was made or that a Client is unable to trade, or in which trading is significantly limited or impaired, due to legal or contractual restrictions or the lack of an exchange listing, among other things. Highly Volatile Markets. The prices of financial instruments in which a Client invests can be volatile and subject to extremely rapid or volatile price movements. Price movements of the financial instruments in which a Client’s assets may be invested will be influenced by, among other things, interest rates, changes in healthcare laws, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments and national and international political and economic events and policies, in addition to issuer specific results, events and announcements. A Client is subject to the risk of failure of any of the securities exchanges on which its positions trade or of its clearinghouses. In addition, governments from time to time intervene in certain markets, directly, by regulation and otherwise, particularly in currencies, futures and options. Such intervention is often intended to directly influence prices and may, together with other factors, cause some or all of these markets to move rapidly in the same direction. The effect of such intervention is often heightened by a group of governments acting in concert. Relative Value and Directional Investments. Many of a Client’s investment strategies depend on the Adviser’s ability to accurately predict future price movements or the convergence of market prices toward the theoretical values expected by the Adviser. Any such attempt to predict future price movements is inherently risky and inaccurate. Often, price movements are determined by unanticipated factors, and the Adviser’s analysis of known factors may prove incorrect, in each case potentially leading to substantial losses to a Client. Risk Arbitrage. The difference (or “spread”) between the price paid by a Client for securities of a company involved in an announced merger, tender offer, exchange offer or other transaction and the anticipated value to be received for such securities upon consummation of the proposed transaction will often be very small. If the proposed transaction appears likely not to be consummated or in fact is not consummated or is delayed, the spread will generally widen sharply, often by substantially more than a Client’s potential profit had the transaction closed. In such event, a Client would generally expect to incur material losses. The consummation of mergers, tender offers, exchange offers and other transactions can be prevented or delayed by a variety of factors, including, among others, the following: (a) opposition of the management or shareholders of the target company, which often results in litigation to enjoin the proposed transaction; (b) intervention of a U.S. federal or state or foreign regulatory agency or

other governmental body based on a wide range of potential issues, including antitrust issues, required regulatory licenses and approvals, national security matters, political considerations, effects on employees, customers and other constituencies, and many other issues; (c) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (d) an unsolicited offer by a third party; (e) the acquirer’s inability to obtain financing, including as a result of a refusal or inability of its financing sources to perform as agreed or expected; (f) in the case of certain transactions, failure to obtain the necessary shareholder approvals (or the necessary amount of shares tendered); (g) company-specific or market conditions resulting in material changes in securities prices or prospects, including changes that could cause the acquirer or its shareholders to become less interested in completing the transaction and take steps to oppose it or make its completion less likely; and (h) compliance with any applicable laws. Any of these factors, along with many other factors, some of which may be difficult or impossible to foresee, could prevent any transaction from closing or delay or threaten its closing, which would generally result in material losses to a Client. In some cases, the consideration to be paid by the acquirer will consist of a combination of cash and stock, and the ratio of cash to stock may depend on market prices or the elections of shareholders or other variables. In such cases, the actual ratio may not be known at the time a position is initiated, and trading will be based on an estimate of the likely ratio, which could prove to be inaccurate. Such an inaccuracy or other types of mistakes in trading a Client’s position based on uncertain expectations about a transaction could result in material losses to the Client. For example, a Client may tender a particular security into a tender offer or exchange offer with the expectation that all or substantially of its position will be accepted. If a portion of such securities is returned to a Client, the market price of the returned securities may fall substantially below their cost, resulting in a material loss to the Client. Clients have invested and traded, and may invest and trade, in securities of companies that the Adviser believes are undervalued in the sense that, although they are not the subject of an announced tender offer, merger or acquisition transaction, in the Adviser’s view the companies are potential candidates for such a transaction. In such a case, if the anticipated transaction does not in fact occur, a Client may sell the securities at a loss. Stock Index Options. Clients have purchased and sold, and may in the future purchase and sell, call and put options on stock indices listed on securities exchanges or traded in the over-the-counter market for the purpose of realizing its investment objective or for the purpose of hedging its portfolio and managing its net exposure. A stock index or index option fluctuates with changes in the market values of the stocks included in the index. The effectiveness of purchasing or writing stock index options for hedging purposes depends upon the extent to which price movements in a Client’s portfolio correlates with price movements of the stock indices selected. Because the value of an index option depends upon movements in the level of the index rather than the price of a particular stock, whether a Client realizes gains or losses from the purchase or writing of options on indices depends upon movements in the level of stock prices in the stock market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular stocks. Accordingly, successful use by a Client of options on stock indices is subject to the Adviser’s ability to correctly predict movements in the direction of the stock market generally or of particular industries or market segments. This requires different skills and techniques than predicting changes in the price of individual stocks. Risks of Investments in Special Situations. Clients invest in “event-driven” and other special situations, such as recapitalizations, spin-offs, restructurings, reorganization, bankruptcy, litigation, corporate control transactions, corporate events and other catalyst-oriented strategies. The Adviser could be incorrect in its assessment of the downside risk associated with such investments, thus

resulting in significant losses to a Client. Investments in such securities often are difficult to analyze or may have limited trading histories or in-depth research coverage. Moreover, in certain situations the Adviser may be unable to, or may choose not to, implement risk management strategies because of the costs involved or other relevant circumstances. Derivative Instruments. Clients have used derivative instruments in the past, and expect to continue to use and invest in such instruments in the future. The risks and expenses associated with derivative instruments are generally greater than those associated with the direct purchase or sale of the underlying financial instrument(s) to which their value is related. Derivative instruments are subject to various types of risks, including market risk, liquidity risk, the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk, operations risk and risks associated with the use of leverage. The Adviser generally has unlimited discretion to cause a Client to use derivative instruments, including (among others) convertible bonds, convertible preferred stock, options (including speculative positions such as buying and writing call options and put options on either a covered or an uncovered basis), futures, forward contracts, repurchase agreements, reverse repurchase agreements and many different types of swap agreements. In many cases, derivatives provide the economic equivalent of leverage by magnifying the potential gain or loss from an investment in much the same way that incurring indebtedness would. Many derivatives provide exposure to potential gain or loss from a change in the market price of a financial instrument (or a basket or index) or other event or circumstance in a notional amount that greatly exceeds the amount of cash or assets required to establish or maintain the derivative contract. Accordingly, relatively small price movements in the underlying financial instruments or other events or circumstances may result in immediate and substantial losses to a Client. In some cases, a Client’s exposure under a derivative contract is limited to the amount invested (for example, when a Client buys a call option). In other cases, the derivative contract creates an open-ended obligation (for example, when a Client writes a call option). Many derivatives, particularly those negotiated over-the-counter, are substantially illiquid or could become illiquid under certain market conditions. As a result, it may be difficult or impossible to determine the fair value of a Client’s interest in such contracts. Many derivative contracts involve exposure to the credit risk of the counterparty, because a Client acquires no direct interest in the underlying financial instrument, but instead depends on the counterparty’s ability to perform under the contract. Further, if and when a Client takes economic exposure through a derivative, it generally will not have any voting rights and may not be able to pursue legal remedies that would be available if it invested directly in the underlying financial instrument. Many derivatives also involve substantial legal risk and uncertainty, because the terms of the contract may be difficult to draft, apply, interpret and enforce, particularly in the context of unforeseen market conditions or events. In many cases, the counterparty has discretion (either pursuant to the express terms of the contract or in practice) to interpret the contract, make required calculations and demand or withhold payments in the manner most favorable to the counterparty and most unfavorable to a Client. An adverse interpretation or calculation under one derivative contract could trigger cross-defaults with other contracts and could have a materially adverse effect on a Client’s liquidity and performance. Any dispute concerning a derivative contract could be expensive and time consuming to resolve, particularly given the potential for complex and novel legal issues and the involvement of multiple legal jurisdictions. Even a favorable resolution could come too late to prevent cross-defaults, trading losses and material liquidity problems. Generally, a swap is an agreement between a Client and a financial counterparty whereby cash payments are periodically exchanged between the parties based upon changes in the price of underlying financial instruments (such as an equity security, stock index or other asset). To the extent the relevant swap or other derivative is not executed through a clearing organization, such swaps and other derivatives are subject to the risk of non-performance by the counterparty (the risk

that the counterparty will not perform its contractual obligations). In certain cases, it may not be possible to close out a swap or other derivative position without the consent of the counterparty, and a Client may not be able to enter into an offsetting contract in order to cover its risk. See “Leverage and Liquidity Risks” and “Counterparty Risks” below. Litigation. A Client’s investment activities may subject it, the Adviser or its affiliates to the risks of becoming involved in litigation with third parties. The expense of defending against claims against a Client by third parties and the payment of any amounts pursuant to settlements or judgments generally would be borne by a Client, reduce distributions and could require underlying investors to return previously distributed capital and earnings to a Client. The Adviser and its affiliates will generally be indemnified by a Client in connection with any such litigation, subject to certain conditions set forth in a Client’s Offering Documents. Non-U.S. Investments. Clients have invested and may invest in financial instruments of non-U.S. corporations and governments, including those in developing nations and emerging markets. Investing in the financial instruments of companies (and, from time to time, governments) outside of the United States involves certain considerations (including the potential for increased risks and costs) not usually associated with investing in financial instruments of U.S. companies or the U.S. Government, including political and economic considerations, such as greater risks of expropriation, nationalization, confiscatory taxation, imposition of withholding or other taxes on interest, dividends, capital gains or other income, limitations on the removal of assets and general social, political and economic instability; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; the evolving and unsophisticated laws and regulations applicable to the securities and financial services industries of certain countries; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict a Client’s investment opportunities. In addition, accounting and financial reporting standards that prevail outside of the U.S. generally are not as high as U.S. standards and, consequently, less information is typically available concerning companies located outside of the U.S. than for those located in the U.S. As a result, the Adviser may be unable to structure a Client’s transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce a Client’s rights in such markets. For example, financial instruments traded on non-U.S. exchanges and the non-U.S. persons that trade these instruments are not subject to the jurisdiction of the SEC or the Commodity Futures Trading Commission or the securities and commodities laws and regulations of the U.S. Accordingly, the protections accorded to a Client under such laws and regulations are unavailable for transactions on foreign exchanges and with foreign counterparties. Currency Risks. Although the base or functional currency of a Client generally is the U.S. dollar, a Client invests or may invest in securities and other assets and incurs or may incur liabilities that are or may be denominated in other currencies. Accordingly, the value of a Client’s assets and liabilities may be affected favorably or unfavorably by fluctuations in currency exchange rates. The Adviser may (but historically has not and does not intend to) seek to hedge the foreign currency exposure of a Client through spot and forward foreign exchange contracts, foreign exchange futures contracts and other hedging techniques. For example, the Adviser historically has not, and is not required to, hedge against fluctuations in exchange rates between the U.S. dollar and the non-U.S. currencies in which a Client’s investments are denominated, thus a Client generally will be exposed to, and the values of such investments generally will fluctuate with, the exchange rates between the relevant currencies. Such fluctuations in currency exchange rates could materially adversely affect a Client or its investments. A Client may also engage in speculative trading in currencies themselves. In many cases, hedging activity or investments in currencies are made through financial instruments that involve embedded leverage, magnifying the risks associated with such activity or investments.

There can be no assurance that any of a Client’s currency hedging or investment activities (if and as applicable) will be available, effective or successful, and fluctuations in the relative values of currencies could cause material losses for a Client. Competition. The markets in which Clients participate are extremely competitive. There can be no assurance that the Adviser can identify or successfully pursue attractive investment opportunities in current and future environments. Clients and underlying investors should expect that a Client’s investments will involve substantially more company-specific and market risk and associated volatility in the future than the risks involved in such investments in the past. The Adviser will compete with many firms, some of which may have substantially greater financial resources, more favorable financing arrangements, larger research staffs and more securities traders than are available to the Adviser. Less Liquid and Illiquid Instruments. Clients make significant investments in publicly-traded equity securities that generally are expected to be relatively liquid under normal market conditions. However, in certain circumstances, securities that generally are liquid at the time of purchase have become materially less liquid over time due to various factors and circumstances (for example, due to the relevant issuer becoming distressed, macro market or economic forces or otherwise). Clients also invest in the securities of companies with micro- and small-capitalizations, which may be thinly traded and otherwise illiquid. In addition, a Client from time to time holds large positions with respect to a specific issuer or type of instrument, which may reduce a Client’s liquidity. Clients invest in and hold other illiquid financial instruments. A Client may be unable to timely dispose of certain assets, which would adversely affect a Client’s ability to rebalance its portfolio or to meet or satisfy underlying investor withdrawal requests. In addition, such circumstances may force the Adviser to dispose of a Client’s assets at reduced or unfavorable prices, thereby adversely affecting a Client’s performance. Further, the Adviser may be forced to dispose of more liquid Client assets it would otherwise have preferred to maintain if it is unable to dispose of thinly traded or otherwise illiquid positions in order to satisfy withdrawal requests of underlying investors, thereby increasing a Client’s exposure (and any other Client’s exposure that is traded pari passu with such Client) to less liquid and illiquid investments which could significantly increase overall portfolio risk. If there are other market participants seeking to dispose of similar assets at the same time, the Adviser may be unable to sell such assets or prevent losses to a Client relating to such assets. Furthermore, if a Client incurs substantial trading losses, the need for liquidity could rise sharply while its access to liquidity could be impaired. In conjunction with a market downturn, a Client’s counterparties could incur losses of their own, thereby weakening their financial condition and increasing a Client’s credit risk to them. Illiquidity of Investments. Clients make investments in securities that are illiquid or have limited liquidity (such as equity investments, debt investments or other interests in micro or small capitalization companies), including the portion of its portfolio invested in private investments (such as Special Investments as defined in Item 8 of this Brochure), which are not registered under the Securities Act or any other applicable securities laws and generally may not be sold or transferred to any person without the consent of the applicable issuer, among other things. Such investments may take a long period of time (if at all) to reach a state of maturity when partial or complete realization of the investment can be achieved. There is or will be no readily available market for certain of a Client’s illiquid investments (including Special Investments (as applicable)) and such investments may be extremely difficult to accurately value. Special Investments or other illiquid investments held by a Client generally will not be able to be sold except pursuant to a registration statement filed under the Securities Act or in accordance with Rule 144, Regulation D or another applicable exemption under the Securities Act. The issuer of such securities may have no obligation to register such securities for resale unless a Client is a party to a registration rights agreement, which typically contains a number of terms and conditions that must be satisfied prior to the issuer’s obligation to

seek registration. Security registration may never occur or may only occur after a significant waiting period. If an exemption from registration is available, it may be conditioned on various requirements including, but not limited to, time and manner of sale, holding periods, and/or on requirements relating to the issuer which are outside of a Client’s control, and which the issuer is under no obligation to fulfil and/or may never be able to satisfy. In certain cases, a Client is or may be prohibited by contract or other limitation from selling or disposing certain securities or instruments for a period of time (e.g., due to limitations on sale arising from contractual lockups, obligations to receive consent to transfer or assign interests or rights of first offer), and, as a result, a Client may not be permitted or authorized to sell or dispose of an investment at a time it might otherwise desire to do so or the Adviser may be unable to sell such investment or a portion thereof to reduce portfolio risks. Such contractual restrictions or prohibitions on sale or resale with respect to an investment or position could result in material adverse effects to a Client and its underlying investors. The market prices, if any, of such private or illiquid investments tend to be volatile, and a Client may not be able to sell such investments when it desires, or, upon sale, to realize what it perceives to be their fair value. Further, companies whose securities are not publicly traded are not subject to the disclosure and other investor protection requirements applicable to publicly traded companies. In light of the foregoing, no return from the disposition of a Client’s illiquid investments will occur until a significant period of time has passed. Furthermore, disposition of such investments may result in distributions in-kind to investors. If a Client is unable to sell or otherwise dispose of an investment, a Client and/or underlying investors may receive an in-kind distribution of their respective pro rata share of that investment, which generally will be illiquid. With respect to any private or illiquid investment, the Adviser may need to sell, distribute or otherwise dispose of investments at disadvantageous times or prices at the end of a Client’s term or otherwise. In addition, although the Adviser generally expects to use commercially reasonable efforts to reduce to cash and cash equivalents all of a Client’s investments to the extent practicable, subject to obtaining fair value for such assets and any tax or other legal considerations, there can be no assurances with respect to the time frame in which realization or deemed realization of any investment will occur (if at all). Initial Public Offerings. Participation in and trading of securities with respect to initial public offerings is an investment approach in which the Adviser has engaged, and may in the future engage, on behalf of a Client. To this end, the Adviser maintains relationships with investment banks, service providers, company executives and others which may, from time to time, result in allocations to a Client of securities of companies in initial public offerings. The possibility of the purchase and sale by a Client from time to time of securities of companies in initial public offerings or shortly thereafter involves special risks, including a limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the company and limited operating history. These factors could contribute to substantial price volatility for the shares of these companies and, thus, for a Client. The limited number of shares available for trading in some initial public offerings may make it more difficult for a Client to buy or sell shares without an unfavorable impact on prevailing market prices. Further, such risk may be exacerbated if one or more other Clients attempt to buy or sell the same securities as a Client in any public offering. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. To the extent a Fund Client participates in initial public offerings registered under the Securities Act (“new issues”), investors who are “restricted persons” under FINRA rules, as well as executive officers and directors of certain companies that have or may have certain investment banking

relationships with broker-dealers selling new issues, will generally be prohibited entirely from participating in new issues in which the Fund invests, unless the Adviser determines that such investors may be allocated a de minimis amount of profits or losses from such new issues. Any investor that does not provide satisfactory evidence or information to show that it is not subject to FINRA-related limitations on participation in new issues generally will be presumed to be subject to them. To the extent a Client or underlying investor is subject to new issue limitations, and a Client’s investment in an initial public offering yields high returns, that Client or underlying investor may have meaningfully lower performance than that experienced by Clients and underlying investors that are not subject to such restrictions, and to whom all or a disproportionate amount of the new issue profit will be allocated. Clients and underlying investors should also be aware, however, that the purchase of initial public offerings involves greater risk than securities trading in general. Although many investors typically assume that new issues and other securities in an initial public offering will open at a price higher than their initial price, and that they will continue to trade at a premium until they are liquidated, there is no guarantee that either of these scenarios will occur. The prices of newly issued securities may not increase as anticipated and, in fact, may decline more rapidly. In that case, to the extent that new issues losses are incurred, all or most of such losses will be allocated to non-restricted Clients and underlying investors, and the investment returns of such Clients and underlying investors will be negatively impacted as a result. This result may be multiplied for underlying investors in a Client depending on the proportion of restricted and unrestricted investors in the Client. The Adviser and its affiliates are not obligated to limit the number of restricted underlying investors in a Client, and if there is a large proportion of restricted underlying investors, then new issues profits could significantly enhance, while new issues losses could disproportionally diminish, the investment returns of non-restricted underlying investors compared to what they would be if no underlying investors were restricted. Less Established Companies. Clients make investments in companies that are in a conceptual or relatively early stage of development. These companies are often characterized by short operating histories, new technologies and products, quickly evolving markets and management teams that may have limited experience working together, all of which enhance the difficulty of evaluating these investment opportunities. The management of such companies will need to implement and maintain successful marketing, finance, personnel and other operational strategies in order to become and remain successful. Other substantial operational risks to which such companies are subject include uncertain market acceptance of the company’s products or services, a high degree of regulatory risk for new or untried and/or untested business models, products and services, high levels of competition among similarly situated companies, lower capitalizations and fewer financial resources, and the potential for rapid organizational or strategic change. In addition, such companies may not be profitable at the time of investment and may experience substantial fluctuations in their operating results. The success of such companies may also depend on the management talents and efforts of one person or a small group of persons whose death, disability or resignation would adversely affect their businesses. Relative to more mature companies, emerging companies often have not yet developed comprehensive legal, regulatory, financial audit, control and similar compliance capabilities. This will make it more difficult for the Adviser to conduct diligence upon prospective portfolio companies and to monitor companies in which a Client has invested, which enhances the risks that otherwise successful portfolio companies will experience adverse consequences due to violations of legal, regulatory or similar obligations. It also enhances the risks that portfolio companies or a Client will experience adverse consequences due to intentional wrongdoing by portfolio company personnel or third parties.

In addition to the risks above, emerging biotechnology companies are subject to risks based on the characteristics of the industry, including the possibility that rapid biotechnological developments may render a company’s biotechnology obsolete, uneconomical or uncompetitive prior to the company achieving profitability. The public market for biotechnology and other emerging growth companies is extremely volatile. Any such investments in emerging companies are considered highly speculative and are more likely to result in the loss of a Client’s entire investment. Hedging Transactions. Clients are expected to utilize financial instruments, both for investment purposes and for risk management or hedging purposes, in order to: (i) protect against possible changes in the market value of a Client’s investment portfolio resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect a Client’s unrealized gains in the value of a Client’s investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in a Client’s portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate or currency exchange rate on any of a Client’s liabilities or assets; (vii) protect against any increase in the price of any securities a Client anticipates purchasing at a later date; or (viii) for any other reason that the Adviser deems appropriate. The success of a Client’s hedging strategies depends, in part, upon the Adviser’s ability to correctly identify and measure risks to the portfolio and assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the portfolio investments being hedged. There can be no assurance that risks will be identified, measured appropriately or that a particular hedge will be effective. Since the characteristics of many securities change as markets change or time passes, the success of a Client’s hedging strategy will also be subject to the Adviser’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While a Client may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for a Client than if it had not engaged in such hedging transactions. For a variety of reasons, the Adviser may not seek to establish a perfect correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imperfect correlation may prevent a Client from achieving the intended hedge or expose a Client to risk of loss. The Adviser will not be required to hedge any particular risk in connection with any particular Client transaction or a Client’s portfolio generally. Moreover, it should be noted that the portfolio will always be exposed to certain significant known and/or unknown risks that will not be hedged. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of a Client’s portfolio holdings. Private Investments in Public Equity (“PIPE Transactions”). Clients have participated in, and in the future may participate in, PIPE Transactions. PIPE Transactions may involve the sale of common stock, convertible preferred stock, convertible debentures, warrants, or other equity or equity-like securities by an already-public company. In a PIPE Transaction, a Client generally will bear the price risk from the time of pricing until the time of closing. Generally, in a PIPE Transaction, a Client would enter into a definitive purchase agreement with the company in which it commits to purchase securities at a fixed purchase price and the issuer would not be obligated to deliver additional securities to the Client in the event of fluctuations in stock price or otherwise. A Client’s ability to dispose of securities acquired in PIPE Transactions generally will depend upon the registration of the resale of the acquired securities. Any number of factors may prevent or delay a proposed registration, or limit the number of securities which can be registered, and once effective there can be no assurance that the registration will remain in effect. If the issuer fails to register the PIPE securities, in addition to the possibility of being involved in costly litigation, a Client may be unable to dispose of the securities at appropriate prices, if at all, or may experience substantial

delays in doing so, and thus a Client may not be able to realize the anticipated proceeds with respect to such investment for a substantial period of time, if ever. There can be no assurance that any issuer will achieve the registration of the securities for public resale. To the extent a resale registration statement becomes effective, the issuer may suspend the use of the resale registration statement upon certain events, such as to remedy a material misstatement or omission. During such suspensions, a Client will not be able to rely on the resale registration statement to sell securities purchased in the PIPE transaction. While it may be possible for securities acquired in a PIPE Transaction to be resold in transactions exempt from registration in accordance with Rule 144 of the Securities Act or otherwise under the U.S. federal securities laws, the availability of this alternative can be (i) significantly limited where a Client’s ownership of securities of the issuer, or its relationship with the issuer, could result in the Client being considered an affiliate of the issuer or (ii) delayed where the issuer is not current in its public information reporting requirements. As a result, a Client may not be able to liquidate PIPE securities quickly, and the delay in the opportunity to sell such securities could expose a Client to the risk of a lower available market price when a Client has the ability to sell the securities. In addition, a Client’s ability to hedge its risks associated with a PIPE investment may be limited by applicable laws and regulations, and a Client may face significant risks and uncertainties associated with the application of such laws and regulations to its activities, any of which could result in a material adverse effect on a Client. Special Purpose Acquisition Companies. Clients have invested, and may invest, in “special purpose acquisition companies” or “SPACs”, which are publicly traded companies formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more operating businesses. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust until the target company is acquired or a predetermined period of time elapses. Investors in a SPAC receive a return on their investment in the event that a target company is acquired and the surviving company’s value increases. In the event that a SPAC is unable to locate and acquire target companies by the deadline, the SPAC would be forced to liquidate its assets, which may result in losses to investors in the SPAC, such as a Client. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to locate or acquire target companies by the deadline, (ii) assets in the trust may be subject to third-party claims against such SPAC, which may reduce the per share liquidation price received by the investors in the SPAC, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC may only be able to complete one business combination, which may cause it to be solely dependent on a single business, (v) the value of any target company may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust decline, (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the record date or the failure to vote against the acquisition and (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. In addition, to the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies. Cash and Other Investments. A Client may invest a substantial or material portion of its assets in cash or cash items for various purposes, including, without limitation, for investment purposes, pending other investments, as provision for margin or to maintain liquid assets away from financing counterparties. These cash items include investments in money market funds, repurchase agreements, U.S. Treasury bills and notes and related futures, and similar investments in the

sovereign debt of other countries, as well as other types of investments. While investments in cash items are intended to be relatively liquid and to involve relatively low credit risk, any such investments may, at times of market stress and under other circumstances, become illiquid or incur losses, which could be substantial. For example, in 2008, money market funds and other cash items became substantially illiquid and suffered losses. Dynamic Investment Strategy. While the Adviser generally intends to seek attractive returns for a Client primarily through making public and private investments of the nature and type described herein, the Adviser generally may, in its sole discretion, pursue or cause a Client to pursue, engage in or seek additional investment strategies or new or unique (or previously undisclosed) strategies and may modify or depart from or deviate from its initial investment strategies and processes and investment techniques as the Adviser deems or determines to be appropriate in its sole discretion. In particular, a Client may employ or utilize a variety of investment, hedging and financing techniques and invest in any other instruments or investments that the Adviser believes are appropriate in its sole discretion and consistent with the Client’s investment objective, whether or not such techniques or investments are specifically described herein or in the offering memorandum of such Client. Consistent with its investment objective, a Client generally may invest in financial instruments of any and all types, which exist now or which may hereinafter exist in the future. Default and Credit Risks. Clients and the Adviser will assume credit risk to their brokers, custodians and other counterparties in connection with brokerage arrangements, derivatives and other contractual relationships. In evaluating credit risk, Clients and the Adviser will often be dependent upon information provided by the obligor, which may be materially inaccurate or fraudulent. Any actual default, or any circumstance that increases the possibility of such a default, could have a material adverse effect on Clients. Leverage and Liquidity Risks Certain Clients borrow funds from time to time, which may result in significant and/or high levels of leverage. A Client borrows funds from brokers, and may also borrow funds from banks and other lenders or certain other parties to finance its investing, trading operations and for other reasons, which borrowings are typically secured by assets of a Client. The use of such borrowing and leverage can, in certain circumstances, maximize the losses to which a Client’s investment portfolio is subject. Any event that adversely affects the value of an investment would be magnified to the extent that a particular asset or a Client as a whole is leveraged. The cumulative effect of the use of leverage by a Client in a market that moves adversely to a Client’s investments could result in a substantial loss to a Client, which would be greater than if a Client was not leveraged. Leverage may be achieved through, among other methods, direct borrowing and purchases of securities on margin and the use of options and other derivatives. The use of margin and short-term borrowings results in substantial interest and financing costs to a Client and creates or may create other or additional risks. If the value of a Client’s securities falls below the margin level required by a prime broker, additional margin deposits would be required. If a Client is unable to satisfy any margin call by a prime broker, then the prime broker could liquidate a Client’s position in some or all of the financial instruments that are in a Client’s accounts at the prime broker and cause a Client to incur significant losses. Furthermore, secured counterparties and lenders have the right to sell, pledge, rehypothecate, assign, use or otherwise dispose of collateral posted by a Client. This increases exposure to the risk of a counterparty default since, under such circumstances, a Client may be unable to recover the posted collateral promptly or may be unable to recover all of the posted collateral. The occurrence of defaults may trigger cross-defaults under a Client’s agreements with other brokers, lenders, clearing firms or other counterparties, creating or increasing a material adverse effect on the performance of a Client.

The purchase of options, futures, forward contracts, repurchase agreements, reverse repurchase agreements and equity swaps generally involve little or no margin deposit and, therefore, provides substantial leverage. Accordingly, relatively small price movements in these financial instruments may result in immediate and substantial losses to a Client. In addition, the Adviser generally has unlimited discretion to cause a Client to use derivative instruments, which generally provide the economic equivalent of leverage by magnifying the potential gain or loss from an investment. Counterparty Risks Clients have established relationships to obtain prime brokerage and custodial services and other services, all of which permit a Client to trade in any variety of markets or asset classes over time; however, there can be no assurance that a Client will be able to maintain such relationships or establish such relationships in the future. An inability to establish or maintain such relationships would limit a Client’s trading activities and could create losses, preclude a Client from engaging in certain transactions, financing and prime brokerage services and prevent a Client from trading at optimal rates and terms. Moreover, a disruption in the financing and prime brokerage services provided by any such relationships before a Client establishes additional relationships could have a significant impact on a Client’s business due to a Client’s reliance on such counterparties. Some of the markets in which a Client executes its transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes a Client to the risk that a counterparty will not settle a transaction due to a credit or liquidity problem, thus causing the Client to suffer a loss. In addition, in the case of a default, a Client could become subject to adverse market movements while replacement transactions are executed. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement or where a Client has concentrated its transactions with a single counterparty or small group of counterparties. Furthermore, there is a risk that any of a Client’s counterparties could become insolvent and/or the subject of insolvency proceedings. If one or more of a Client’s counterparties were to become insolvent or the subject of insolvency proceedings, there exists the risk that the recovery of a Client’s securities and other assets from a Client’s prime brokers or broker-dealers will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. If any of the Clients’ financial institutions or counterparties were to be placed into receivership, there is no guarantee that the Department of the Treasury, the Federal Reserve or the FDIC will intercede to provide Clients or other depositors with access to balances in excess of the $250,000 FDIC insurance limit, that Clients would be able to access their existing cash, cash equivalents or investments, or that Clients would be able to adequately fund investments, any of which could have a material adverse effect on Clients and/or investors. Any losses would be borne by investors and Clients. In addition, if any of the Adviser’s counterparties are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay their obligations to the Adviser or Clients or to enter into new commercial arrangements requiring additional payments to the Adviser or one or more Clients could be adversely affected. In this regard, counterparties to credit agreements and arrangements with banks in receivership, and third parties such as beneficiaries of letters of credit (among others), may experience direct impacts from the closure of such financial institutions and uncertainty remains over liquidity concerns in the broader financial services industry. A Client may use counterparties located in jurisdictions outside the United States. Such counterparties are subject to the laws and regulations in non-U.S. jurisdictions that are designed to

protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to a Client’s assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions potentially involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on a Client and its assets. A Client is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Moreover, the Adviser’s internal process for evaluating the creditworthiness of its or a Client’s counterparties may prove insufficient. The ability of a Client to transact business with any one or more counterparties, the lack of complete and “foolproof” evaluation of the financial capabilities of a Client’s counterparties and the absence of a regulated market to facilitate settlement with respect to certain counterparties or certain financial instruments may increase the potential for losses by a Client. Operational and Regulatory Risks General Operational Risks. The volume and complexity of a Client’s transactions may place substantial burdens on the Adviser’s technology and operational systems and resources, including those related to data handling, trade entry and execution, position reconciliation, corporate actions, collateral and margin maintenance, marking procedures, finance, accounting, profit and loss reporting, internal management and risk reporting and funds transfers. Errors (including, without limitation, programming errors, trading errors (including trade allocation errors), expense allocation errors and other similar errors), system failure or other problems with any of these systems or processes could result in material losses or costs, which generally will be borne by a Client. Execution Risks. A Client’s trading strategy depends on its ability to establish and maintain an overall market position in a combination of financial instruments selected by the Adviser. Should a Client’s trading orders and investment decisions not be executed in a timely and efficient manner at quantities and prices expected to be received or obtained, a Client might be able to acquire only some, but not all, of the components of such position, or if the overall position were to need adjustment, a Client might not be able to make such adjustment (or make such adjustment at less favorable or disadvantageous prices). In such an event, a Client would not be able to achieve the market position selected by the Adviser and might incur a loss in liquidating its position. Investment and Due Diligence Process. Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Before making investments, the Adviser will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment, including the time frame in which a particular investment needs to be made and the information available to the Adviser (both of which, at times, may be limited). When conducting due diligence, the Adviser may be required to evaluate important and complex business, financial, tax, accounting and legal issues. When conducting due diligence and making an assessment regarding an investment, the Adviser will rely on the resources reasonably available to it. For example, outside consultants, legal advisors, accountants and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and circumstances related thereto, and the Adviser may rely on the advice of such parties. However, whether or not known to the Adviser at the time, and especially with respect to illiquid investments, such resources may not be sufficient, accurate, complete or reliable and due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. For example, there can be no assurance that the Adviser will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase of an investment or during its efforts to monitor an investment on an ongoing basis.

At times, the investment opportunities pursued by a Client require rapid execution, and investment analyses and due diligence, negotiations and decisions by the Adviser may be required to be undertaken on an expedited basis. From time to time, in such cases, the information available to the Adviser at the time of an investment decision may be limited, and, in such cases, and especially with respect to illiquid investments, the Adviser may not have access to detailed information regarding the investment opportunity or an opportunity to diligence or confirm information regarding the opportunity. Therefore, no assurance can be given that the Adviser will have knowledge of circumstances that may adversely affect an investment or be in a position to negotiate terms that appropriately address such risks. It frequently is difficult to obtain information as to the true condition of an issuer, and the Adviser may rely upon the accuracy and completeness of representations and disclosures made by issuers or their owners (which, in either case, even of themselves may be very limited in scope) in the due diligence process when it makes an investment or otherwise in the public filings of such issuer. Moreover, there can be no assurance that attempts to obtain downside protection with respect to assets or companies in which a Client invests will achieve their desired effect, and in certain cases, depending on the type of security or type of issuer, an opportunity may only be available on the basis of limited disclosures, representations, warranties or covenants (e.g., “covenant lite” instruments), and the lack of robust representations, warranties or covenants is likely to increase the risk associated with the investment. In countries where generally accepted accounting principles (“GAAP”) and practices differ significantly from those practiced in the United States, the evaluation of potential investments and the ability to perform due diligence may also be affected. For example, the assets and profits appearing on financial statements of a company operating in one or more non-U.S. countries may not reflect its financial position or results of operations in the way they would be reflected if financial statements had been prepared in accordance with U.S. GAAP. Accordingly, information available to the Adviser, including both general economic and commercial information and information concerning specific enterprises, industries, sectors, securities or assets, may be relatively less reliable, detailed or accurate. In addition, for companies that keep accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to express items in terms of currency of constant purchasing power while others do not permit such restatement. Inflation accounting may indirectly generate losses or profits or disguise true losses or profits. Systems and Facilities Risks. The Adviser relies or may rely extensively on computer programs and systems to, among other things, develop, test and refine models, to execute trades, to allocate, clear and settle transactions, to transfer cash and securities, to evaluate certain securities based on realtime trading information, to monitor a Client’s portfolio and net capital, and to generate risk management and other reports that are critical to the oversight of a Client’s activities. In addition, certain of the Adviser’s or a Client’s operations may interface with or depend on systems operated by third parties, including its data vendors, brokers, custodians and market counterparties. Any data source could include material inaccuracies or omissions. Given the potential for extremely rapid price movements in the markets in which a Client invests, any defect or failure in the Adviser’s or a critical third party’s computer programs or systems or data sources, or any interruption in the Adviser’s or a critical third party’s access to its facilities or resources, however brief, could have a material adverse effect on a Client. In addition, because of the Adviser’s or a Client’s extensive reliance on computer programs and systems, a Client faces substantial risks from the possibility of programming errors and other errors related to the development, selection, implementation and maintenance of computer programs and systems. Errors can and do occur, and it is possible that faulty or incorrect versions of a program or system could be released into production. In some cases, such errors could go unnoticed and

uncorrected for a long period of time, and any such errors could cause significant losses for a Client. For example, a serious programming error or other human error could cause a Client to sell securities at prices far below the prevailing market price or purchase securities at prices far above the prevailing market price, and electronic trading systems could trade a large quantity of securities at such prices before the error is detected, leading to substantial losses for the Client. Further, many of the programs upon which a Client relies have been or may be developed or utilized by individuals with highly specialized knowledge and skills. As a result, it is often not practical or productive for other personnel of the Adviser (including compliance or legal personnel) to attempt to check the accuracy or reliability of programs or systems developed or utilized by others. The proper functioning of critical programs and systems therefore depends in some cases on the care and skill of a single individual or a small number of individuals, any of whom could make a mistake. Any such individual could also resign from the Adviser, resulting in errors made in his or her absence or in the transition of responsibilities to a new individual. Any of the foregoing errors could have a material adverse effect on a Client. In general, a Client (and not the Adviser or its affiliates) is responsible for any losses resulting from programming errors, trading errors, allocation errors and similar errors. Frequent Trading and Portfolio Turnover. The catalyst-driven investment strategy of the Clients generally requires the Adviser to actively trade the Clients’ portfolios and exit from positions upon a positive or negative catalyst realization. Higher commissions and other transaction costs will result from frequent trading and higher portfolio turnover (as compared with an investment in strategies with lower frequency of trading and portfolio turnover) which could adversely affect investment performance. Valuation Risks. Although the Adviser generally attempts to mark a Client’s portfolio to fair value, substantial uncertainty and subjectivity often exists, particularly for illiquid or private investments, and even the Adviser’s best judgment as to fair value may not accurately reflect the prices at which a Client could actually purchase or sell such assets. The Adviser or an affiliate determines the fair value of many investments based on a variety of valuation methodologies, which depend on a variety of inherently unreliable estimates and assumptions, as generally described in the Offering Documents of a Client. The methodologies applied to particular assets or types of assets may vary from case to case and over time depending on a range of factors. A failure to properly value a Client’s assets could have a material adverse effect on the returns earned by a Client or underlying investors. Many assets are subject to rapid changes in value caused by sudden company-specific or industry-wide developments. For certain illiquid or private investments, long periods of time may pass during which the Adviser or an affiliate will have no basis upon which to change the reported value of the investment, with the result that large price movements could occur suddenly when information does become available or an investment is liquidated. Performance-based compensation is generally calculated based on unrealized gains, on the basis of an estimate of fair value, which could be inaccurate. All values assigned to assets and liabilities by the Adviser or an affiliate generally will be conclusive and binding on Clients and underlying investors. In order to value the assets and liabilities of a Client, the Adviser, its affiliates and an administrator (as applicable) may rely on information provided by the Adviser, employees or other supervised persons of the Adviser, its affiliates, or other outside parties, and such persons may provide inaccurate, incomplete, outdated or otherwise unreliable information. The Adviser and its affiliates face a conflict of interest in valuing the portfolio of a Client because the fees earned by and payable to the Adviser and its affiliates are based in whole or in part on the deemed fair value of such investments. Accordingly, the Adviser and its affiliates are incentivized to maximize the value of a Client’s investments and therefore increase their profitability. In addition, in the case of the Adviser’s employees and other supervised persons who receive compensation based on the performance of certain investments, such employees and other supervised persons face the same

conflict and may be motivated to provide incorrect valuation information in order to receive inflated or increased compensation. See “Conflicts of Interest” under Item 10.C. of this Brochure. A Client, the Adviser or its affiliates and an administrator (as applicable) may be unable to detect every error contained in valuation information. To the extent the information received by a Client, the Adviser or its affiliates and an administrator (as applicable) is inaccurate or unreliable, the valuation of a Client’s assets and liabilities may be inaccurate. Internal Controls and Employee Misconduct. The Adviser has adopted and implemented various policies and procedures reasonably designed to detect and prevent the misappropriation of a Client’s property and other misconduct and violations of law by employees and other supervised persons of the Adviser. There can be no assurance, however, that such procedures and controls will be effective. Any violation of such procedures and controls, including acts of fraud and dishonesty by employees and other supervised persons of the Adviser, or even unsubstantiated allegations of such misconduct, could result in material losses or costs, which are generally borne by a Client. Regulatory and Legal Matters. In the course of its investment activities on behalf of a Client, the Adviser may employ unusual or novel investment strategies, securities, financing structures, contractual arrangements and other techniques, both in the United States and in other countries. The use of these techniques, as well as more ordinary techniques employed on behalf of a Client, frequently may give rise to circumstances in which it is difficult or impossible to identify and apply governing laws and regulations (including those relating to securities, trading and tax issues, among others) to a Client’s specific activities with any certainty. Although the Adviser strives to comply with all applicable laws and regulations, there can be no certainty that this objective will be achieved. Even an inadvertent violation or an alleged violation of applicable laws or regulations could result in regulatory investigations and impose significant costs on a Client, including disgorgement of profits, penalties, settlement payments, loss of necessary licenses, restrictions on future activities, adverse publicity and otherwise. The Adviser and a Client and their affiliates may in the future be named as defendants in civil litigation related to their investment management activities or investments. The expenses of defending against claims and paying any amounts pursuant to settlements or judgments generally will be borne by a Client, and the Adviser and its affiliates generally will be indemnified by a Client in connection with any such litigation, subject to certain conditions. Litigation could also be a distraction for the Adviser’s personnel, and the negative publicity or an adverse judgment or settlement could result in costs that would make it difficult for the Adviser to attract and retain key personnel or otherwise achieve its objective. Such costs and expenses (including penalties, damages, settlement amounts, etc.) associated with regulatory, investigatory, administrative and litigation matters generally will be borne by a Client, even if such costs and expenses result from the negligence of the Adviser, its employees or other supervised persons (but generally not if resulting from the fraud, bad faith, willful misconduct or gross negligence of the Adviser). Furthermore, at the time a Client bears or pays such costs, the composition of the underlying investors will likely be different than it was at the time of the regulatory or legal matter giving rise to such costs. There generally will be no mechanism or ability by which a Client may recapture such costs from, or otherwise allocate such costs to, withdrawn investors. As a result, the investors at the time such costs are paid by a Client would bear a disproportionate share of such costs. Restrictions on Trading, Material Non-Public Information and Position Limits. From time to time in connection with the Adviser’s activities, the Adviser acquires confidential information (including material non-public information) with respect to an issuer or otherwise becomes restricted in its investment activities. For example, this occurs in connection with the execution of a

confidentiality agreement with respect to evaluating new investments, receiving an “over the wall” communication from an issuer or its agent, or serving on the board of directors or creditors’ committee of an issuer. In such event, the Adviser will generally not be free to act upon such confidential information in the course of performing its duties for all Clients until the information is made public, and therefore, the Adviser will generally not be able to initiate a transaction for its Clients that it otherwise might have initiated, with the result being that Clients are unable to purchase or dispose of a position. Such restrictions would apply even if a Client were not involved in, and could not have benefited from, the receipt of such information or the imposition of such other restriction. A Client may be materially adversely affected if the Adviser is unable to realize a profit or avoid a loss on a Client position due to trading restrictions. The Adviser may receive material non-public information in connection with a PIPE transaction (i.e., the fact that the issuer is considering a financing transaction). If that information is not known to the public, the Adviser (and Clients) will be prohibited from trading in the securities of the issuer until the transaction is announced (or the issuer determines to abandon the transaction). In certain cases, the Adviser may execute a confidentiality agreement in connection with a PIPE or other transaction of an issuer and the Adviser (and Clients) may be prohibited from trading in the securities of the issuer for a substantial period of time. Position limits and ownership thresholds imposed by various regulations may also limit a Client’s ability to effect desired trades. Position limits include maximum amounts of net long or net short positions that any one person or entity may own or control in a particular financial instrument. Other ownership thresholds include reporting requirements, volume limitations, short-swing profit rules, mandatory tender offer requirements, poison pill provisions and other regulatory or contractual requirements that make it illegal or undesirable to exceed a certain threshold of ownership in a particular issuer. In general, all positions owned or controlled by the same person or entity, even if in different accounts, will be aggregated for purposes of determining whether the applicable position limits or ownership thresholds have been exceeded. Thus, even if a Client itself does not intend to exceed the applicable limits, it is likely that different accounts managed by the Adviser may be aggregated. If at any time positions managed by the Adviser were to exceed the applicable limits, the Adviser could be required to liquidate positions, which might include positions of a Client, to the extent necessary to come within those limits. Further, to avoid exceeding the applicable limits, a Client may have to forego or modify certain of their contemplated trades. Absence of Regulatory Oversight. While a Fund Client may be considered similar to an investment company, Funds are not registered or required to be registered as such under the Investment Company Act of 1940, as amended (the “Company Act”), or similar laws of other applicable jurisdictions, and, accordingly, the provisions of the Company Act (which, among other matters, require investment companies to have a majority of disinterested directors and regulate the relationship between the adviser and the investment company) generally are not applicable to the Funds. Cyber Security Breaches and Identity Theft. “Cybersecurity” is a general term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information or sensitive data. The Adviser, Clients, their respective service providers, and other market participants increasingly depend on both complex and outsourced information technology and communication systems to perform their duties, conduct their business functions, and meet their obligations. These systems are subject to a number of different threats or risks that could adversely affect the Adviser, Clients and investors. Cyber-attacks and other malicious internet-based activity continue to increase in frequency and magnitude. Techniques used to sabotage, or to obtain unauthorized access to,

systems or networks change frequently and generally are not recognized until launched against a target. Notwithstanding the diligence with which the Adviser may review its own information technology and communications systems or those of its or a Client’s service providers, the Adviser may not be in a position to verify the risks or reliability of such systems or to protect such systems. Similarly, despite any training or other measures that the Adviser may perform with regard to its employees, professionals or any service providers, such individuals may intentionally or inadvertently take action, or fail to act, in a manner that poses risks to Clients or the Adviser. Therefore, Clients, the Adviser and their service providers are subject to losses, damage and interruptions arising out of cyber incidents, phishing attempts, cybersecurity breaches, denial-ofservice attacks, computer viruses, network failures, computer and telecommunication failures, employee and professional usage errors, power outages, and unauthorized access to computer networks and hardware and computer systems, in addition to catastrophic events, such as fires, hurricanes, floods and other natural disasters, and terrorists incidents. If the Adviser’s hardware, systems, networks or software are compromised, become inoperable or cease to function properly due to cyber incidents or otherwise, a Client may incur significant costs to fix or replace them. The damage to, or interruption or failure of, these information technology systems for any reason could cause significant interruptions in the Adviser’s or a Client’s operations and result in a compromise of the security, confidentiality or privacy of confidential or sensitive data, including personal information relating to investors (and the beneficial owners of a Client or its investors) and cause material financial loss or harm. Such an incident could harm the Adviser’s or a Client’s reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect its business and financial performance. Such damage to, or interruption or failure of, these information technology systems may cause losses to a Client by interfering with the operations of the Adviser or any of the Adviser’s other Clients or by requiring a significant amount of the Adviser’s time. A Client may also incur substantial costs as the result of such an incident, including costs associated with forensic analysis of the origin and scope of the incident, increased and upgraded cybersecurity measures, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential or sensitive data, reputational damage and necessary or otherwise appropriate repairs or upgrades to damaged information technology systems. In addition, cybersecurity issues and risks are currently a major focus area of both U.S. and global regulatory authorities. Any such regulatory authorities may in the future increase the scrutiny with which they examine and evaluate the policies, procedures, and systems of the Adviser and interpret existing statutes and regulations. Any such incidents, or any actual or perceived shortcomings of the Adviser with respect to applicable statutes and regulations, could expose one or more of a Client or the Adviser to civil, legal or regulatory liability as well as regulatory inquiry or action, and a Client generally will be required to indemnify the Adviser and its affiliates against any losses incurred in connection therewith, subject to certain conditions. In addition, a Client’s or the Adviser’s insurance coverage may be insufficient to compensate the Client, the Adviser and their respective affiliates for incurred liabilities and losses. Failure to Implement Any Business Continuity Plans. Should the Adviser, or any of its or a Client’s critical service providers, or issuers in which a Client invests, experience a significant local or regional disaster or other significant business disruption, the Adviser’s or such other entity’s ability to remain operational will depend in part on the safety and availability of the Adviser’s or company’s personnel and office facilities, and the proper functioning of the Adviser’s or company’s network, telecommunication and other related systems and operations. The Adviser expects to establish appropriate backup systems and contingency plans, but it cannot ensure that they will be adequate under all or any applicable circumstances or that material interruptions and disruptions will not occur. In addition, the Adviser relies to varying degrees on outside vendors (including

administrators and IT service providers) for disaster recovery support, and it cannot guarantee that these vendors will be able to perform in an adequate and timely manner. Failure by the Adviser, or any of its or a Client’s critical service providers, to implement any business continuity plans, including system backup facilities, would impede its ability to operate in the event of a significant business disruption, which could result in financial losses to a Client and its underlying investors. Trade Errors and Similar Errors. The Adviser places orders on behalf of Clients to buy, sell and otherwise trade in financial instruments. Errors related to such trading (“trade errors” or “trading errors”) are an inherent risk of a Client’s investment strategies, and such errors do occur. Generally, a trade error occurs when an investment professional (the “trader”) executes a trade that is inconsistent with his or her intention at such time. Trade errors occur for a variety of reasons, including verbal miscommunications, keystroke errors when entering trades into an electronic trading system or typographical errors when drafting a derivatives contract or other agreement. As a result of trade errors, transactions may be executed in the wrong financial instrument, for the wrong quantity or price, to buy when the trader intended to sell, or to sell when the trader intended to buy, among other consequences. Similar errors may occur in connection with allocating trades among Clients of the Adviser or allocating expenses among the Adviser’s Clients and the Adviser. In addition to trade errors, the Adviser and its personnel make programming errors and errors of judgment, strategy and analysis. Such errors are generally not considered to be trade errors, although their effects on a Client could be the same or similar. To the extent an error is caused by a third party, such as a broker, the Adviser may (but is not obligated to) seek to recover losses associated with such error from such third party, taking into account such factors as it deems relevant, including operational, contractual and relationship-driven considerations (including considerations as to the effect on all Clients). As a result of the indemnification and exculpation provisions in the Offering Documents of Clients, the Adviser and its affiliates and personnel generally are not liable to Clients for any trading errors, trade allocation errors, expense allocation errors, programming errors or any similar errors, absent bad faith, willful misconduct or gross negligence. Accordingly, Clients generally will absorb any losses resulting from such errors. Trade error and similar error losses, including potential lost profits and transaction costs with respect to the incorrect trade or its reversal, can be substantial. The Adviser generally determines whether a trade error or similar error occurred and whether an error will be reimbursed to a Client. Such determinations give rise to a conflict of interest for the Adviser because of the inherent incentive to minimize the liability of or expenses payable by the Adviser. See “Conflicts of Interest” under Item 10.C. of this Brochure. The Adviser does not, and generally would not, notify Clients or underlying investors of any trade errors or similar errors occurring with respect to a Client. Ongoing Engagement of Service Providers. The Adviser and its personnel have cultivated and developed an extensive network of service providers and industry contacts that it leverages to source, finance, execute, improve, maintain and support the various investments and other transactions it undertakes. Each Client is dependent upon its counterparties and the businesses that are not controlled by the Adviser that provide services to the Client (which are, in turn, dependent upon the talents and efforts of their own personnel and their ability to adequately train them), as well as the employees of the Adviser. The Adviser believes that maintaining and expanding this network, as well as the Adviser’s reputation, can provide the Adviser and Clients with a valuable competitive advantage in sourcing, executing and capitalizing on investment opportunities. In making decisions regarding, for example, the retention of service providers, the making of certain investments and related trading strategies (including, without limitation, in connection with new issues), the Adviser may and often will consider and give weight to the longer-term strategic value such actions may contribute to the Adviser’s continued cultivation and maintenance of such networks and reputation, including for the benefit of all Clients or future clients of the Adviser or other investment opportunities, and not just to the near-term ramifications of such action on any one Client, even if such Client would bear all of the costs and risks associated with such action. For

example, the Adviser may choose to engage certain bankers or brokers other service providers in connection with a Client’s activities, even though such services may be better provided by other persons, in order to cultivate relationships with such bankers or brokers for the benefit of future investment opportunities in which such Client will not necessarily be able to participate or from which such Client will not necessarily receive a benefit. Underlying investors of Clients generally are not contractual parties to the agreements with service providers of Clients, including, without limitation, any administrator, auditor and prime broker(s) (as applicable), and therefore investors generally will not be able to bring any contractual claims against any such service provider. In addition, the Adviser is also a service provider to Clients, but generally not to any of the underlying investors individually, and therefore the individual investors generally will not be able to bring any contractual claims against the Adviser. Only the Clients and/or certain of their affiliates generally have or will have a right to enforce the contracts with service providers. Any action sought to be taken by an underlying investor directly against any such service provider may result in the service provider calling on its indemnity from a Client, if applicable. See also “Conflicts of Interest – Service Providers” under Item 10.C. of this Brochure. Privacy and Data Protection Risk. The Adviser and Clients (and their respective agents, service providers and affiliates) process personal information, including by storing and maintaining personal data related to their respective partners, investors, members, affiliates, employees and representatives, investors, service provider representatives, customers and others. Such processing of personal information, which also includes the use of third-party processors and cloud-based services, will impose legal, operational and regulatory risks on the Adviser and its affiliates. In recent years, there has been an increase in legal requirements relating to the collection, storage, use and transfer of personal information, and the legal framework around such matters is expected to continue to develop at both the international, federal and state level. Certain activities of the Adviser or its affiliates may, for example, be subject to the European Union’s General Data Protection Regulation, the California Consumer Privacy Act, as amended by the California Privacy Rights Act of 2020, the Cayman Islands Data Protection Act, and other foreign, federal and state privacy laws. While the Adviser and its affiliates and agents intend to comply in all material respects with their privacy and data protection obligations under applicable laws, they may not be able to accurately anticipate or determine the ways in which regulators and courts will apply or interpret the applicable law. For example, the failure of the Adviser, or one or more of its affiliates or agents providing services to a Client, to comply with privacy and data protection laws could result in negative publicity, operational disruptions, and may subject a Client to significant costs associated with litigation, settlements, regulatory action, judgments, liabilities or penalties and mandatory remediation. The same risks will apply to investments that fail to comply with privacy and data protection laws. If the Adviser or an affiliate or agent thereof uses or discloses information improperly or suffers a security breach impacting personal information, they may be obligated to notify government authorities, stakeholders or individuals affected, which may divert the Adviser’s and its affiliate’s time and effort and entail operational disruptions, loss of market confidence and goodwill and substantial expense, particularly if any litigation or enforcement action or mandatory remediation were to also arise out of such breach. Regulation S-P. In May 2024, the SEC adopted material amendments to Regulation S-P, which governs the treatment of consumers’ nonpublic personal information by covered institutions, including registered investment advisers. The amendments impose new requirements on covered institutions to adopt written policies and procedures for incident response programs designed to address unauthorized access to or use of customer information, and to notify affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization. Covered institutions must provide such notice as soon as practicable, but not later than 30 days after the covered institution becomes aware that unauthorized access to or use of

customer information has occurred or is reasonably likely to have occurred. The notice must include details about the incident, the types of sensitive customer information involved, and contact information for the covered institution. The amendments also significantly expand the obligations of covered institutions with respect to their service providers. Covered institutions must take steps to ensure that service providers maintain appropriate safeguards for customer information and must require that service providers notify the covered institution within 72 hours of becoming aware that a breach in security has occurred resulting in unauthorized access to a customer information system maintained by such service provider. The compliance date for “larger entities” (including registered investment advisers with at least $1.5 billion in assets under management) was December 3, 2025, and the compliance date for “smaller entities” (including registered investment advisers with less than $1.5 billion in assets under management) is June 3, 2026. Compliance with these requirements has imposed, and will continue to impose, additional operational and compliance costs on the Adviser and Clients, including costs associated with enhancing incident response capabilities, revising service provider agreements, implementing monitoring systems, and preparing for potential breach notifications. Moreover, there is a risk that service providers may fail to comply with their obligations under Regulation S-P, including by failing to implement adequate safeguards for customer information, failing to detect security breaches in a timely manner, or failing to provide timely notification to the Adviser of security incidents. Any such failure by a service provider could result in delayed detection and response to data breaches, increased harm to affected individuals, regulatory scrutiny or enforcement action against the Adviser or a Client, reputational damage, litigation, and significant financial losses. While the Adviser intends to implement policies and procedures reasonably designed to oversee its service providers’ compliance with applicable data protection requirements, the Adviser cannot guarantee that service providers will comply with all such requirements or that such compliance will be adequate to prevent all unauthorized access to or use of customer information. Risks Related to Electronic Communication and Disclosure. A Client or the Adviser (or any of its agents or representatives or service providers) will or may provide or furnish to investors or clients (i) statements, reports, and other communications relating to a Client, annual and other periodic updates to the Adviser’s privacy policies or procedures, (ii) all notices and communications required or contemplated to be delivered to investors or clients by a Client, the Adviser or any of their respective affiliates, (iii) all notices and communications relating to the Adviser (including the Adviser’s privacy policy and any other communication, notice or report required under the Investment Advisers Act of 1940, as amended or any other applicable laws) and (iv) any other requests, demands or other communications and any financial statements, reports, schedules, certificates or opinions required to be provided or furnished to such investors or Clients under the governing or account documents with respect to such investors or Clients, in electronic form, such as email or posting on the Adviser’s (or the third-party administrator’s) web-based reporting site or other internet service, in lieu of or in addition to sending such communications as hard copies via fax or mail. There are certain costs (e.g., on-line time) and possible risks (e.g., slow downloading time and system outages) associated with electronic delivery. Moreover, the Adviser cannot provide any assurance that these communication methods are or will be secure and will not be responsible for any computer viruses, problems or malfunctions resulting from any computer viruses or related problems that may be associated with the use of an internet-based system. Email messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted, corrupted or interfered with or without the knowledge of the sender or the intended recipient. In addition, reliance on electronic communications will involve

the risk of inaccessibility, power outages or slowdowns for a variety of reasons. The Adviser and its affiliates make no assurances, representations or warranties in relation to these matters. The Adviser and its affiliates reserve the right to intercept, monitor and retain email messages to and from their systems as permitted by applicable law. Force Majeure Risks. Force majeure is the term generally used to refer to an event beyond the control of the party claiming that the event has occurred, including acts of God, fire, flood, weather, earthquakes, war, terrorism, labor strikes, outbreaks of disease and potentially other events or occurrences. Force majeure events in the United States and elsewhere in the world (including the current conflicts in the Middle East) may adversely affect the ability of the Adviser, its affiliates or agents or the parties with whom they do business to perform their respective obligations, under a contract or otherwise. In addition, dealing with any force majeure event will divert the Adviser’s time and effort, and the cost of repairing or replacing damaged assets could be considerable. Repeated or prolonged service interruptions may result in permanent loss of customers, substantial litigation, or penalties for regulatory or contractual non-compliance. In some cases, agreements can be terminated based on a force majeure event. Force majeure events that are impossible or costly to cure may also have a material adverse effect on a Client or its investments or financing arrangements, and a Client’s potential returns would be diminished as a result. Pay-to-Play Rules. Certain governments and their related public investment systems have adopted or may adopt laws, regulations or policies governing the making of investments, including “pay-toplay” rules affecting the marketing of investment opportunities and advisory services to such investors and the payment of political contributions, charitable donations or gifts in connection with any such marketing. In the event that such regulations or policies are deemed to apply with respect to a Client, the Adviser may be required to register with such governments or investment systems or comply with certain reporting requirements and other restrictions and guidelines. In addition, many such laws or rules could inhibit the Adviser’s ability to hire certain individuals for key personnel roles based on an individual’s prior political activities (or the political activities of others in such individual’s household) due to extensive “look backs” that do not exclude contributions and other activities undertaken prior to such individual’s association with the Adviser. In connection with any violation of such laws or rules, the Adviser and its affiliates may be subject to civil or criminal penalties, and contracts with a Client may become voidable, which may also affect other investors in a Client. Although investors are generally intended to benefit from the implementation of these regulatory regimes, the compliance burdens and other remedies imposed on the Adviser and its affiliates could absorb significant resources, generate significant costs and expenses for a Client and may adversely affect the manner in which a Client operates. Sanctions Compliance Considerations. Economic sanction laws in the United States, the United Kingdom and other jurisdictions may prohibit or otherwise restrict the Adviser, a Client, the issuers in which a Client invests and their respective officers, directors and employees from engaging in transactions in or relating to certain countries and relating to certain individuals and entities. In the United States, the U.S. Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) and U.S. Department of State administer and enforce laws, executive orders and regulations establishing U.S. economic and trade sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These persons and entities include specially designated nationals and other persons and entities targeted by OFAC sanctions programs. The lists of OFAC restricted countries, territories, persons and entities, including the List of Specially Designated Nationals and Blocked Persons, as such list may be amended from time to time, can be found on the OFAC website at www.treas.gov/ofac. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. Lists of sanctioned entities, individuals and countries are also

maintained pursuant to United Kingdom regulations with similar sanctions imposed. These types of sanctions and similar laws and regulations in other non-U.S. jurisdictions may significantly restrict a Client’s direct or indirect investment activities and have a material adverse impact on a Client’s investment program, including by preventing or inhibiting the Client, or the Adviser on a Client’s behalf, from making certain investments, forcing a Client to divest from investments (which may be at significantly depressed prices due to the effect of such sanctions on the market for the instruments involved), or otherwise adversely impacting the operations of issuers of a Client’s portfolio investments. It is possible that some sanctions may prohibit a Client from entering into transactions intended to reduce or altogether unwind certain investments or short economic exposure, forcing a Client to retain such short exposure longer than the Adviser intends. In addition, if a Client or the Adviser were to violate or be deemed in violation of any sanction, it could face significant legal and monetary penalties. Depending on the scope and duration of a particular sanctions program, compliance by a Client may result in a material adverse effect on a Client and investments therein. The economic sanctions and related laws of different jurisdictions in which a Client makes investments also may conflict with one another, such that compliance with all applicable laws may be difficult. Such sanctions may be imposed with little or no advance warning or “safe harbor” for compliance and may be ambiguous, including as to the scope of financial activities that regulators may ultimately deem to be covered by the sanctions. Failure by the Adviser, a Client or any of the investments in which a Client invests to comply with OFAC or other relevant sanctions could have serious legal and reputational consequences, including civil and criminal penalties. CFIUS and National Security/Investment Clearance Considerations. Investments by a Client may involve the acquisition of an investment in a business connected with or related to national security or critical infrastructure, which may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) or non-U.S. national security/investment clearance regulators depending on the beneficial ownership and control of interests in a Client. In the event that CFIUS or another regulator reviews one or more of a Client’s proposed or existing investments, there can be no assurances that a Client will be able to maintain, or proceed with, such investments on terms acceptable to the Client. CFIUS or another regulator may seek to impose limitations on or prohibit one or more of a Client’s investments. Such limitations or restrictions may prevent a Client from maintaining or pursuing investments, which could adversely affect the Client’s performance with respect to such investment (if consummated) and, thus, the Client’s performance as a whole. AML Rules. In August 2024, the U.S. Department of the Treasury and the Financial Crimes Enforcement Network (“FinCEN”) issued a new rule that will subject certain investment advisers to anti-money laundering (“AML”) and countering the financing of terrorism (“CFT”) program requirements under the Bank Secrecy Act (“BSA”). The rule will apply to registered investment advisers and exempt reporting advisers who advise private funds, such as hedge funds, private equity funds, and venture capital funds. If not already implemented, these covered investment advisers will need to establish and implement written AML/CFT policies and procedures, conduct ongoing customer due diligence, file suspicious activity reports, and maintain records of transactions (collectively, the “AML Rule”). The AML Rule requires compliance by January 1, 2028. The AML Rule could have a material adverse effect on the Adviser and the Clients as it may entail significant risks and costs. For example, the Adviser and its Clients could face increased compliance and operational burdens, such as hiring and training staff, developing and testing systems, and conducting audits and reviews. The Adviser and its Clients will also need to collect and verify additional personal information from their clients and investors, which could raise privacy and data security concerns, as well as affect client relationships and retention. The Adviser and its Clients may also encounter delays and difficulties in executing transactions, especially in cross-border

contexts, due to the need to comply with complex and evolving sanctions and AML/CFT laws and regulations in multiple jurisdictions. Moreover, the AML Rule delegates authority to the SEC to examine covered investment advisers’ compliance with the BSA and FinCEN’s regulations, and Clients and the Adviser could face severe legal and regulatory consequences, including civil and criminal penalties, injunctions, and revocations of registrations, for violations of the BSA or FinCEN’s rules. Clients and the Adviser could also be exposed to reputational damage and litigation risks from their respective clients, investors, or third parties affected by their AML/CFT activities or failures. FinCEN may consider additional rulemaking in the future, which could further increase the risks and compliance burdens for Clients and the Adviser. Risks Relating to Client Terms and Structure Past Performance. Past performance of Clients, the Adviser and their affiliates is not necessarily indicative of the future performance or profitability of a Client or an investment therein. A Client’s investment program should be evaluated on the basis that there can be no assurance that the Adviser’s assessment of the short-term or long-term prospects of investments will prove accurate or that a Client will achieve its investment objective. Incomplete Information. A Client or underlying investor generally will not have sufficient information to analyze or evaluate the risks or potential returns of a Client’s investment program currently or prospectively. In general, the Adviser does not expect to provide current or detailed information about a Client’s portfolio or any advance notice to a Client or investors of anticipated changes in the composition of a Client’s portfolio. However, in response to questions and requests and in connection with due diligence meetings and other communications, the Adviser provides or may provide additional information, documents and reports regarding a Client and its investments (or the activities of the Adviser) to certain Clients or underlying investors that are not distributed or made available to other Clients or underlying investors, and such information may affect a Client’s or an investor’s decision to request a withdrawal from (or invest additional amounts in) a Client. Each Client or investor is responsible for asking such questions as it believes are necessary in order to make its own investment decisions, including whether to invest in or through a Client, and each Client or investor must decide for itself whether the limited information provided by the Adviser is sufficient for its needs. Restrictions on Withdrawals. An investment in a Fund Client provides limited liquidity since an investor’s interest is not freely transferable and an investor generally only has the limited right or ability to withdraw or redeem its investment in accordance with, and subject to the terms and conditions and limitations of, a Fund’s Offering Documents. For example, if a withdrawal date is less than twelve (12) months after an investment in a Fund Client, an investor generally will be required to pay a withdrawal fee. With respect to an investor who has elected to participate in Special Investments (as defined in Item 8 of this Brochure), capital allocated or attributable to Special Investments generally will not be available for withdrawal or distribution until the Special Investment is liquidated or distributed (or until the Adviser determines that such investment need not be treated as a Special Investment anymore). It could take a significant amount of time for electing investors to receive any withdrawal proceeds in respect of Special Investments. A Fund Client may also suspend the withdrawal rights of investors (or the payment of withdrawal proceeds) under certain circumstances. Withdrawals in Fund Clients are also subject to a withdrawal gate that limits the amount of aggregate investor interests that can be withdrawn as of any withdrawal date as described in a Fund’s Offering Documents. The Adviser or an affiliate may

also establish reserves or holdbacks for contingencies, which could reduce the amount of a distribution upon withdrawal. An investment in a Fund Client is appropriate only for sophisticated investors who do not require immediate liquidity for their investment. In-Kind Distributions. While the Adviser and its affiliates endeavor to make distributions in respect of withdrawals in a Fund Client in cash, a withdrawing investor may, at the discretion of the Adviser or its affiliates, receive financial instruments owned by a Fund Client in lieu of, or in combination with, cash. Such distributions may include interests in one or more trading vehicles or special purpose vehicles holding financial instruments owned by a Fund Client or participations therein. To the extent a withdrawing investor is distributed interests in one or more trading vehicles or special purpose vehicles, such withdrawing investor will continue to be at risk of a Fund Client’s business (including its credit risk) until all such financial instruments are sold. The value of an inkind distribution may increase or decrease after the distribution is made and before the security is sold either by the withdrawing investor, if received directly, or by the Adviser or its affiliates, if held through a trading vehicle or special purpose vehicle. In either case, the withdrawing investor will incur transaction costs in connection with the sale of any such instruments and, in the case of interests in trading vehicles or special purpose vehicles, will bear a proportionate share of the operating and other expenses borne by such vehicle. Instruments distributed in-kind will likely not be readily marketable. The risk of loss and delay in liquidating these financial instruments will be borne by the investor, with the result that such investor may ultimately receive less cash than it would have received on the date of withdrawal if it had been paid in cash. Furthermore, to the extent that a withdrawing investor receives interests in one or more trading vehicles or special purpose vehicles, such withdrawing investor generally will have no control over when and at what price the financial instruments in which such vehicles have an interest are sold. “Master-Feeder” Structure. The Fund Clients utilize a “master-feeder” structure. The masterfeeder fund structure—in particular the existence of multiple feeder funds investing in the same master fund—presents certain unique risks to investors. Smaller feeder funds investing in a master fund may be materially affected by the actions of larger feeder funds investing in such master fund. For example, if another feeder fund withdraws from the master fund or experiences significant or material investor withdrawals, the remaining feeder funds would experience higher pro rata operating expenses, thereby producing lower returns. The master fund’s portfolio may become less diverse due to liquidations of positions needed to fund a withdrawal by any other feeder fund or significant withdrawals by investors in such other feeder fund, resulting in increased portfolio risk. The master fund is a single entity and creditors of the master fund may enforce claims against all assets of the master fund. In addition, since a feeder fund’s assets generally are invested in the master fund, certain conflicts of interest in determining whether to hold or dispose of an asset may exist due to different tax considerations applicable to the various feeder funds. While the Adviser and its affiliates do not consider tax issues applicable to any particular investor, it generally takes into account the tax positions of the various feeder funds that invest in the master fund. However, the use of a “master-feeder” structure may create a conflict of interest in that different tax considerations for the various feeder funds may cause or result in the master fund structuring or disposing of an investment in a manner or at a time that is more advantageous (or disadvantageous) for tax purposes to one feeder fund or its investors. See “Conflicts of Interest” under Item 10.C. of this Brochure. Reliance on the Adviser and Key Personnel. The success of a Client’s investment program is dependent upon the abilities and retention of the key personnel of the Adviser. Certain key personnel of the Adviser have exclusive responsibility for all investment decisions made by the Adviser with respect to a Client. In particular, if any of the key personnel ceases to be involved, directly or indirectly, in the Adviser and the management of a Client or its portfolio, the business of the Client would likely be adversely affected. No assurance can be given that the Adviser will be

able to retain its key personnel or to engage or retain new personnel in the event of a departure with comparable investment management skills. While the Adviser and its personnel and affiliates devote as much time to a Client’s affairs as they deem necessary and appropriate, they generally are not precluded from engaging in outside activities (including outside personal or business activities) or providing services with respect to other Clients, vehicles, accounts, funds, businesses and ventures (which may conflict with the services provided to, and the activities of, any Client). The Adviser and its personnel and affiliates generally may engage and hold interests in other business ventures and activities of every kind and description for their own account including, without limitation, other investment entities similar to Clients and/or other investment advisory entities similar to the Adviser (or other business enterprises). The Adviser currently manages, advises and sub-advises various Clients, which have investment strategies and objectives and other attributes or terms which materially overlap and invest or may invest in the same or similar investments which raise conflicts of interest. See “Conflicts of Interest” under Item 10.C. of this Brochure. Transparency and Liquidity Rights of Certain Clients. The transparency and liquidity terms applicable to certain Clients managed by the Adviser (or the transparency or liquidity rights or terms granted to certain investors in such Clients) are or may be more favorable in certain material respects than the transparency and liquidity terms generally applicable to other Clients or underlying investors generally. As a result, certain Clients managed by the Adviser (or certain investors in such Clients) may be able to request withdrawals or obtain liquidity at a time when other Clients or underlying investors cannot or generally may not be able to request withdrawals or obtain liquidity. Because Clients managed by the Adviser generally share an investment strategy (or have investment strategies and objectives that materially overlap), redemptions, withdrawals or liquidity actions of one or more Clients could affect the price and availability of the securities and instruments in which other Clients invest, if, for example, one or more Clients managed by the Adviser (or the Adviser on behalf of one or more Clients) were to liquidate certain positions that are also held by other Clients in order to effect the withdrawals or provide liquidity. See “Conflicts of Interest” under Item 10.C. of this Brochure. Conflicts of Interest. Various actual and potential conflicts of interest exist (and may exist) among the Adviser, its affiliates, principals, employees and other supervised persons, and the various Clients managed by the Adviser, including, but not limited to, actual and potential conflicts of interest related to fees, liquidity or withdrawal rights, portfolio transparency or access to additional information, portfolio composition and valuation, expense allocation, allocation of investment opportunities, allocation of business time and attention, outside personal or business activities (including personal trading), selection of counterparties and other service providers and best execution, treatment of Clients and underlying investors in relation to each other, limitation of liability, indemnification, outside business activities and personal trading. These conflicts of interest increase the risk of a material adverse effect with respect to a Client or an underlying investor. During a Client’s term, many additional and different types of conflicts of interest may arise and this Brochure does not purport to identify all such conflicts. For example, the Adviser manages Clients with materially overlapping investments and strategies, which presents actual and potential conflicts of interest. In particular, the Clients managed, sponsored or advised by the Investment Manager have the same or similar investment strategies, investment objectives and programs and invest alongside one another in all or certain investments. Clients and investors have no ability to challenge or have input or control over the allocation of investment opportunities by the Adviser. The Adviser has broad and expansive authority and discretion to allocate investment opportunities between or among its applicable Clients, notwithstanding any actual or potential conflicts of interest that exist or may exist. For example,

management fees, performance fees or allocations, incentive fees and liquidity provisions differ or may differ or vary materially or significantly among the Clients managed, sponsored or advised by the Adviser, creating economic or other incentives for the Adviser to allocate investment opportunities to certain Clients over other Clients. See “Conflicts of Interest” under Item 10.C. of this Brochure. Dependence on Administrator. The Adviser relies on an administrator (the “Administrator”) for certain aspects of its business, including, among other things, certain financial operations, position reconciliation, cash movement, AML compliance and tax reporting obligations, certain regulatory reporting obligations, and certain investor accounting, reporting and other communications. Any interruption or deterioration in the performance of the Administrator, or any risks associated with the Administrator’s systems, facilities, software, cybersecurity and data privacy efforts or other activities, could impair the quality of the Adviser’s operations, negatively impact its and certain Clients’ reputations and investment strategies, limit certain Clients’ potential to grow, or result in material losses to a Client. Limitation of Liability and Indemnification. Certain exculpation and indemnification provisions are contained in a Client’s Offering Documents. As a result of these provisions, the Adviser and its affiliates, employees and other supervised persons will generally not be liable to a Client for any act or omission (including employee negligence and similar human errors), absent fraud, bad faith, willful misconduct or gross negligence, and a Client will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to a Client, absent fraud, bad faith, willful misconduct or gross negligence. As a result of the foregoing, a Client (and not the Adviser) generally will be responsible for all losses resulting from trading errors, allocation errors and similar human errors, even when such losses result from the Adviser’s negligence (but not gross negligence). In addition, to the extent an error relates to a prior reporting or fiscal period (i.e., month or year), any profits, losses or expenses paid or received in connection with such error will generally be borne by current underlying investors in a Client at the time of the payment or receipt rather than the investors as of the prior period. These are important provisions that could materially affect a Client’s or an underlying investor’s rights in a Client. Clients or underlying investors having any questions or concerns about these provisions should seek advice from qualified counsel. Restrictions on Transferability. Each investor in a Fund Client is required to represent that it is acquiring interests for investment purposes only and not with a view to distribution or resale; that it understands that it must bear the economic risk of an investment for an indefinite period of time because the interests have not been registered with the SEC, Commodity Futures Trading Commission or any other state or governmental agency; and that it understands interests cannot be sold unless an exemption from such registration is available. In addition, transfers of interests require, among other things, the prior written consent of the Adviser or its affiliate, which consent may be withheld in the Adviser’s or its affiliate’s discretion and may include such terms and conditions as the Adviser or its affiliate deems appropriate. There is currently no independent market for Fund interests, and none is expected to develop. Consequently, the interests should be considered only as a long-term and illiquid investment and is suitable only for sophisticated investors. Effect of Withdrawals. A significant withdrawal of capital from a Fund Client may cause an imbalance in a Fund Client’s portfolio which may adversely affect the remaining investors. For example, a Fund Client’s portfolio may become less diverse due to liquidations of positions needed to fund such a withdrawal, resulting in increased portfolio risk. Additionally, the portion of illiquid positions in the portfolio will generally increase as liquid positions are sold to fund the withdrawal. Furthermore, the remaining investors may experience higher pro rata operating expenses, thereby

producing lower returns. The risk of an adverse effect due to a withdrawal increases if a large portion of the capital of a Fund Client is held by a limited number of investors. A Separate Account Client that is managed on a pari passu basis with a Fund Client would experience similar increases to portfolio risks described above to the extent the Fund Client experienced a significant withdrawal of capital resulting in changes to the portfolio construction of both the Fund Client and Separate Account Client. THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE OR COMPREHENSIVE EXPLANATION OR DESCRIPTION OF ALL ACTUAL OR POTENTIAL RISKS THAT ARE OR MAY BE ASSOCIATED WITH AN INVESTMENT IN A CLIENT OR A CLIENT’S INVESTMENT STRATEGY. CLIENTS AND UNDERLYING INVESTORS SHOULD READ THE APPLICABLE OFFERING DOCUMENTS IN THEIR ENTIRETY BEFORE MAKING ANY INVESTMENT DECISIONS. CLIENTS AND UNDERLYING INVESTORS ARE ALSO URGED TO CONSULT WITH THEIR OWN LEGAL AND TAX ADVISORS BEFORE MAKING ANY INVESTMENT DECISIONS. IN ADDITION, AS A CLIENT’S INVESTMENT PROGRAM DEVELOPS AND CHANGES OVER TIME, AN INVESTMENT IN A CLIENT OR A CLIENT’S INVESTMENT PROGRAM MAY BE SUBJECT TO ADDITIONAL AND DIFFERENT RISK FACTORS.

Commodity Futures Trading Commission as a commodity pool operator and commodity trading advisor on behalf of its Clients. C. Material Relationships or Arrangements and Conflicts of Interest. As referenced in Item 4 “Advisory Business” of this Brochure, certain Clients of the Adviser are private investment funds organized in a master-feeder structure in which Ikarian Healthcare Master Fund, L.P., a Cayman Islands exempted limited partnership acts as a master fund (the “Master Fund”), Ikarian Healthcare Fund, L.P., a Delaware limited partnership acts as a U.S.domiciled feeder fund (the “U.S. Feeder Fund”) and Ikarian Healthcare Offshore Fund, Ltd., a Cayman Islands exempted company acts as a non-U.S. domiciled feeder fund (the “Non-U.S. Feeder Fund”). The U.S. Feeder Fund and the Non-U.S. Feeder Fund invest all or substantially all of their assets in, and conduct their investment activities indirectly through, the Master Fund. Ikarian Healthcare Fund GP, L.P., a Delaware limited partnership and an affiliate of the Adviser, acts as general partner (the “General Partner”) to the U.S. Feeder Fund and the Master Fund. The General Partner has delegated investment advisory authority with respect to the U.S. Feeder Fund and the Master Fund to the Adviser pursuant to an investment management agreement. The Adviser has no other relationships or arrangements with any related person listed in the instructions to Item 10.C. of this Brochure that are material to its advisory business or to its Clients. Conflicts of Interest General The Adviser, its affiliates and their principals, employees and other supervised persons are engaged or involved in or may in the future be engaged in or involved in, a broad range of activities and matters, including advisory and management services, both for their own accounts and for the accounts of others. In addition to serving as investment manager to Fund Clients, the Adviser provides or performs various investment management, advisory, sub-advisory and other services to Separate Account Clients. Employees and supervised persons of the Adviser are also involved, and may in the future be involved, in outside personal and business activities. These activities of the Adviser and its affiliates present or raise actual or potential conflicts of interest. The Adviser and its affiliates will be guided by their respective fiduciary duties to its Clients, and generally will attempt or endeavor to manage or address or mitigate or disclose such actual or potential conflicts in good faith (to the extent identified by the Adviser or its affiliates) and will seek to ensure that the interests of its Clients are represented or considered (as determined

in the sole discretion of the Adviser and its affiliates). However, if the Adviser or an affiliate determines in its sole discretion that it is necessary or appropriate to attempt to seek to resolve or mitigate or address such potential or actual conflict, the Adviser or its affiliates reserves the right (and will have the discretion or authority) to take such steps, measures and/or actions as the Adviser or an affiliate deems necessary or appropriate in its sole discretion, even if (subject to applicable law), such steps or measures or actions would require a Client to, among other things, (i) forego an investment opportunity or divest of an investment that, in the absence of such conflict, the Client would have made or continued to hold or (ii) otherwise take actions or pursue measures (including in respect of any particular investment or proposed investment or any other matter or transaction involving or that may involve a potential or actual conflict of interest) that may have the effect of benefitting or advantaging any other Client (or the Adviser or any of its affiliates) and therefore may not have been in the best interests of one or more other Clients or underlying investors. In any event, Clients and underlying investors should be aware of the conflicting interests and incentives faced by the Adviser and its affiliates and personnel and the possibility that such interests and incentives could affect behavior, consciously or unconsciously. The Offering Documents of a Client generally contain provisions that, subject to applicable law, purport to reduce or eliminate the duties, including fiduciary and other duties, to a Client to which the Adviser and its affiliates would otherwise be subject; provisions that waive or consent to conduct on the part of the Adviser and its affiliates that might not otherwise be permitted pursuant to such duties; and provisions that limit the remedies and rights of a Client and its underlying investors with respect to breaches of such duties and other acts or omissions of the Adviser and its affiliates. Notwithstanding the foregoing, nothing contained in the Offering Documents purports to (i) waive or limit the Federal fiduciary duty applicable to the Adviser and its affiliates under the Investment Advisers Act of 1940, as amended or (ii) relieve the Adviser or its affiliates of any liability to the extent such liability may not be waived, modified or limited under applicable law (including liability for breaches of the Federal fiduciary duty or liability under certain U.S. securities laws which, under certain circumstances, may impose liability even on persons acting in good faith). If any matter or transaction or issue arises that the Adviser or its affiliates determines in its good faith judgment constitutes an actual conflict of interest, the Adviser or its affiliates may take such actions or steps or measures as it determines in good faith are or may be necessary or appropriate to ameliorate or address or mitigate the conflict (and upon taking such actions, measures or steps, as applicable, the Adviser and its affiliates will generally be relieved and absolved of any liability for such conflict or the actions, steps or measures undertaken with respect thereto to the fullest extent permitted by law and shall be deemed to have satisfied its fiduciary duties related thereto to the fullest extent permitted by law). There can be no assurance that the Adviser or its affiliates will identify or resolve (or that the Adviser or its affiliates will be able to resolve or mitigate or address or identify) any or all conflicts of interest in a manner that is favorable to (or in the best interests of) a Client or its underlying investors. Accordingly, there may not be a fair and equitable outcome with respect to any particular conflict of interest, and the result in any such case may be materially disadvantageous to a Client or its underlying investors. By subscribing for an interest or otherwise investing in or through a Client, each investor is generally deemed to have acknowledged the existence of any actual or potential conflicts of interest in connection with such Client and its activities, including those described or disclosed herein and in such Client’s Offering Documents, and are or may be deemed to have consented thereto and to have waived any claim(s) with respect to any liability arising from the existence of any potential or actual conflict of interest or the resolution thereof (or actions, measures or steps

undertaken by the Adviser or its affiliates with respect thereto) as described herein and in such Client’s Offering Documents. The conflicts or potential conflicts disclosed or referenced herein and in a Client’s Offering Documents are not (and are not intended to be) an exhaustive or comprehensive list of all actual or potential conflicts of interest that are or may be applicable to a Client and its activities or the Adviser’s activities in connection with the management and operation of a Client. The Adviser and its affiliates may face or be subject to other actual or potential conflicts in addition to, and separate and apart from, those outlined below and in a Client’s Offering Documents.

Other Clients and Advisory Relationships; Side-by-Side Investments The Adviser currently manages and advises various Clients, and may in the future manage or advise, various other funds, vehicles, managed accounts and other clients, which have or may have investment strategies, programs and/or objectives which materially overlap with (and are similar or substantially similar to) the investment strategies, program and objective of a Client. All Clients generally invest or may invest alongside other Clients in all or certain investments. The strategies employed or pursued by the Adviser for a Client (and the Adviser’s activities and services with respect to a Client) could materially conflict with the transactions, actions and strategies employed or pursued or undertaken by the Adviser with respect to another Client and may affect the prices and availability of the securities in which another Client invests or may invest. Certain Clients and underlying investors have access to or may have access to certain information, documents and records or reports (including access to portfolio information or enhanced transparency) that are not generally available or made available to other Clients or investors. Clients and underlying investors that have been granted additional or preferential access to portfolio information or enhanced transparency or other preferential information rights may be able to make investment and other decisions (including with respect to exercising liquidity or withdrawal rights) based on information and at times not generally available to other Clients and investors. In addition, certain Clients (including Separate Accounts that generally invest alongside the Funds) have and/or are subject to (or may in the future have or be subject to) different terms or more favorable rights or terms than those applicable to the investors in Funds with respect to (among other things) fees and expenses, investment terms, withdrawal, redemption and liquidity rights, capacity rights and the content and frequency of reports (among other things). In particular, certain Clients of the Adviser have liquidity or withdrawal rights with respect to their accounts that may enable or permit them to obtain liquidity or make withdrawals at a time when the investors in Funds generally cannot, which could have a material adverse effect on investors in Funds or their interests. For example, Separate Account Clients generally have the ability to terminate their arrangements or relationships with the Adviser on short notice and may choose or elect to liquidate their positions without regard to the effect such liquidation would have on other Clients which hold or are likely to hold or own a substantially similar portfolio. Furthermore, in effecting transactions for a Client, it may not always be possible or consistent with the investment objectives of other Clients to make or liquidate the same investment positions at the same time or at the same prices for all such Clients. The “market impact” associated with liquidation of investments by a Client may adversely affect the ability of another Client to liquidate its position; or where the position is liquidated, the price at which such liquidation occurs or is able to occur; or where another Client does not liquidate its position, the mark-to-market value of such position. A Client that has invested alongside other Clients in investments may be required to liquidate or sell its investments (or a portion thereof) or the Adviser may be required to sell or liquidate investments in whole or in part on behalf of such Client, including, for example, due to the exercise by one or more investors in such Client of their redemption, withdrawal or liquidity rights, due to the dissolution or liquidation of such Client or the termination of such Client and/or due to such Client causing the Adviser to liquidate or sell all or a portion of the investments in its account. With respect to certain Clients, the Adviser may be required to liquidate or sell investments in order to comply with or adhere to the investment guidelines or restrictions applicable to the management of such Clients. In the case of a dissolution or termination of a Client or the exercise by one or more investors of their redemption or withdrawal rights, a Client may be required to sell or dispose of investments under circumstances that may negatively affect the Client’s returns or the Client may be required to

dispose of or sell investments at lower prices than it otherwise would be willing to do so. Where a Client that has invested alongside other Clients is forced to liquidate or sell its investments (in whole or in part) (or if the Adviser is required to liquidate or sell investments on behalf of such Client), such liquidation (or the actions taken by the Adviser in connection with the management of such Client) may also negatively affect the value of such other Clients’ investments and/or the circumstances of their disposition, which could negatively affect the returns of such other Clients or the investments of underlying investors. In some cases, even if a Client has investment objectives, programs or strategies that are similar to those of other Clients, the Adviser may give advice or take action with respect to the investments held by, and transactions of, such Client that may differ from the advice given or the timing or nature of any action taken with respect to investments held by, and transactions of, such other Clients for a variety of reasons including differences in investment guidelines and restrictions applicable to the management of such Client, directives or instructions from such Client, regulatory differences, differences in terms or composition of overall portfolio or other reasons. Compensation Conflicts Management Fees, which are payable without regard to a Client’s performance, could motivate the Adviser to gather more assets than it can manage effectively, thereby diluting returns to Clients and underlying investors. Performance-based compensation could motivate the Adviser to make investment decisions that are riskier or more speculative than would be the case if such arrangements were not in effect. Individual employees and other supervised persons of the Adviser or its affiliates who are compensated to some extent based upon trading profits for which they are responsible face the same potential conflict. In addition, because performancebased compensation is generally calculated on a basis that includes unrealized appreciation in a Client’s portfolio, it may be greater than if such compensation was based solely on realized gains. Certain expenses and costs incurred by employees, officers or supervised persons of the Adviser in connection with a portfolio investment may be paid or reimbursed by such portfolio investment (or other persons), and one or more portfolio investments of a Client (or persons associated therewith) may pay fees, compensation, remuneration and other amounts to officers, employees, personnel and supervised persons of the Adviser in consideration of the services performed or provided by such persons in respect of such companies (including, without limitation, services performed as officers, directors or otherwise). Any such expense reimbursements and compensation received by employees, officers and supervised persons of the Adviser from portfolio investments generally will be retained exclusively by such persons (and not shared with the Clients or investors) and will not result in any offset against Management Fees or other amounts payable with respect to a Client (and would be in addition to the Management Fees and performance-based compensation otherwise payable to the Adviser and its affiliates). The receipt of fees and compensation from portfolio investments of Clients and their affiliates could motivate the Adviser and its employees, officers, supervised persons and affiliates to make unwise or disadvantageous investment decisions or actions. Economic arrangements vary or may vary as between or among Clients or underlying investors, and such differing economic arrangements may create conflicts of interest (including, with respect to dedication of time, other resources and allocation of investment opportunities), as disclosed in further detail below.

Valuation Because Management Fees and performance-based compensation are generally calculated on a basis that includes unrealized appreciation in a Client’s portfolio based upon valuation sources or values approved or assigned by the Adviser or its affiliates, the Adviser and its affiliates face a conflict of interest in valuing a Client’s portfolio or making determinations with respect to the fair value of assets in a Client’s portfolio. The Adviser or its affiliates are or may be involved in valuing a Client’s investments and determining a Client’s net asset value, and this process involves substantial discretion and subjectivity, particularly in the case of illiquid and private investments (including securities for which reliable market quotations are not available). Even the Adviser’s or its affiliates’ best judgment as to fair value may not accurately reflect the prices at which a Client could actually purchase or sell certain assets. The process of valuing securities and assets for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from the values that would have been determined had a ready market existed for such securities and may differ from the prices at which such securities or assets may ultimately be sold. Further, third-party valuation information will at times not be available regarding certain of a Client’s assets and securities. It is expected that certain employees and other supervised persons of the Adviser will be involved in (i) valuing or determining the value of certain Clients’ assets, (ii) verifying title to certain Clients’ assets, and/or (iii) monitoring certain Clients’ cash, each on behalf of the Client and the Adviser. If the Adviser’s valuation estimates or determinations with respect to a Client should provide to be incorrect, the net asset value of the Client’s investment could be adversely affected. The determination of the fair value of any investment may impact or affect the calculation of Management Fees and performance-based compensation, which could incentivize the Adviser to inflate the value of Clients’ assets. All valuation determinations are generally conclusive and binding on a Client and underlying investors. See Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss – Risk Factors – Valuation Risks” of this Brochure. Tangible and Intangible Benefits In connection with their services to a Client and its investments, the Adviser and its affiliates and personnel (including any consultants and third parties engaged or retained by the Adviser or its affiliates) expect to receive the benefit of certain tangible and intangible benefits. For example, in the course of the Adviser’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, the Adviser and its personnel and consultants (expect to receive and benefit from information, “know-how,” experience, analysis and data relating to a Client’s or a certain investment’s (as applicable) operations, activities, services, terms, trends, market demands, customers, products, vendors and other metrics (collectively, “Adviser Information”). In many cases, Adviser Information will include tools, procedures and resources developed by the Adviser and its affiliates to organize or systematize Adviser Information for ongoing or future use. Although the Adviser expects a Client and its investments to generally benefit from the Adviser’s possession of Adviser Information, it is possible that any benefits will be experienced solely by other or future Clients or investments and not by the Client or relevant investment from which Adviser Information was originally received. Adviser Information generally will be the sole intellectual property of the Adviser and solely for the use of the Adviser. The Adviser reserves the right to use, share, license, sell or monetize Adviser Information, without offset to Management Fees, and a Client or relevant investment will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Additionally, certain expenses relating to a Client or investments are charged using credit cards or other widely available third-party rewards

programs that provide airline miles, hotel stays, travel rewards, traveler loyalty or status programs, “points,” “cash back,” rebates, discounts and other arrangements, perquisites and benefits under the available terms of such reward programs. Any such rewards (whether or not de minimis or difficult to value) generally will inure to the exclusive benefit of the Adviser, its affiliates or their personnel participating in the rewards program, rather than the investments, a Client or its investors even though the cost of the underlying expense is borne by the Client. No such rewards or benefits will offset (or result in any reduction of or to) Management Fees. Expense Allocation A conflict of interest arises in the Adviser’s or its affiliates’ determination of whether and to what extent certain costs and expenses that are incurred are or should be expenses for which the Clients are responsible, or are costs and expenses that should be borne by the Adviser or its affiliates (because of the inherent incentive of the Adviser and its affiliates to attempt to minimize the expenses borne by the Adviser and its affiliates and maximize the expenses passed down to Clients). A Client will be reliant on the determinations of the Adviser or its affiliates with regard to the allocation of expenses and any common expenses as between or among Clients (and, as applicable, the Adviser and its affiliates) pursuant to each Client’s Offering Documents. Such allocations require judgments as to methodology that the Adviser or an affiliate makes in good faith but in its sole discretion. Such allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. The Adviser or its affiliates may use a variety of methodologies to allocate expenses, depending on the circumstances, which may take into account such factors or considerations deemed appropriate by the Adviser or an affiliate in its discretion. Expense allocation determinations have resulted and may result in instances where a particular Client or group of Clients pays or bears all or a disproportionate share of certain costs and expenses relative to the benefits received or as compared to one or more other Clients or the Adviser and its affiliates. Certain expenses borne or paid by Clients or a group or subset of such Clients may directly or indirectly benefit the Adviser and its affiliates, and/or one or more other Clients (who may or may not be required to bear any or all of such expenses). For example, if the Adviser determines that expenses would be borne by or incurred on behalf of the Fund Clients regardless of whether other Clients or the Adviser and its affiliates would benefit from such expenses or participate in any related transaction, the Adviser generally would or could allocate all such expenses only to the Fund Clients and would only allocate such expenses among the Fund Clients and other applicable Clients if and to the extent such other Clients are permitted to bear and be allocated such expenses pursuant to their applicable Offering Documents and the Adviser or its affiliates determines that it is appropriate to make such allocation. In other instances, the Adviser may determine or elect not to allocate expenses or a portion thereof to a Client if and to the extent the Adviser determines there is only a de minimis or marginal cost or benefit to such Client (or otherwise determined by the Adviser to be appropriate). Generally, these disproportionate expense allocation decisions are expected to disadvantage the Fund Clients vis-à-vis the Separate Account Clients (as the Adviser generally allocates or may allocate more types of expenses, and a broader group of expenses, to the Funds as opposed to the Separate Accounts), and certain costs and expenses borne exclusively or primarily by the Funds will result in direct or indirect benefits to the Separate Accounts. The Adviser and its affiliates also are or may be incentivized to allocate expenses to, or away from, certain Clients for various reasons. For example, the Offering Documents of Clients vary and differ with respect to the types and amounts of expenses that may be charged or allocated to (or borne by) such Clients. If the Adviser is prohibited by the Offering Documents of a Client to allocate expenses or types of expenses to such Client (or if the Adviser is not authorized to

cause such Client to bear its allocable or pro rata share of any such expenses), then the Adviser would be incentivized to allocate all or a disproportionate portion of such expenses to or among (or cause all of such expenses to be borne by) the other applicable Clients with Offering Documents that permit such expenses (and not to the Adviser or its affiliates). In particular, the Offering Documents of the Separate Account Clients usually only permit minimal or certain specific types of expenses to be borne by, and allocated to, the Separate Accounts as compared to expenses that are or may be borne by or allocated to the Funds under their Offering Documents. Accordingly, the Adviser or its affiliates generally are unable to allocate or cause the Separate Account Clients to bear their allocable share of particular costs and expenses, and the Fund Clients typically are required to bear all such costs and expenses in those instances (including amounts in excess of their allocable share of such expenses). Employees and other supervised persons of the Adviser who directly or indirectly co-invest with or alongside Clients in investments generally will not bear or be required to bear or pay for their pro rata or allocable share of fees, costs, and expenses related to such co-investment opportunity if and to the extent the Adviser determines such costs would be similar regardless of the participation of such employees and supervised persons in such co-investment. See Item 5 “Fees and Compensation – Other Fees and Expenses – Expense Allocation” of this Brochure. Treatment of Other Investors; Side Letters The Funds, the Adviser and its affiliates have entered into (and may in the future enter into) side letters or similar agreements or arrangements (“Side Letters”) with certain underlying investors in the Funds that provide or grant such investors with additional and/or different rights or terms than the terms generally applicable to other investors pursuant to the Offering Documents of the Funds (or otherwise modify or change the terms or rights set forth in the Offering Documents). Examples of such rights or terms include or may include, without limitation, reduced fee arrangements (such as lower Management Fees and/or Performance Allocations (pursuant to the issuance of a closed class of interests or otherwise) or different fees), access to, and the right to be provided with, additional information (including portfolio transparency rights) and other information, reports and documents with respect to the Funds, “most favored nations” status, additional and/or more frequent reporting or notice rights, more favorable or preferential liquidity, redemption or withdrawal terms or rights (including without limitation, in respect of an investor’s investment allocated or attributable to Special Investments as defined in Item 8 of this Brochure), investment capacity rights, co-investment rights and certain ongoing noninvestment consent and notification rights concerning the operations of the Funds, the Adviser and its affiliates. As a result of such Side Letters, certain investors in the Funds receive or may be entitled to receive additional benefits or advantages that other investors generally do not or will not receive or be entitled to (including, for example, portfolio information or access to portfolio information which permit or enable an investor to take actions or make decisions with respect to the Funds, such as the decision to request redemptions or invest additional funds in the Funds, which may adversely affect the Fund or the other investors). The Adviser or its affiliates are not required to notify any other investors of any such Side Letters or any of the rights or provisions thereof. In addition, the Adviser or its affiliates will not be required to offer such additional or different rights or terms to any other investors. Other investors will not have any recourse against the Funds, the Adviser or its affiliates or any of their respective affiliates in the event that certain investors receive additional or different rights or terms as a result of Side Letters (including more favorable or preferential liquidity, redemption, withdrawal or fee terms or rights or additional information or reporting rights), or in the event that certain investors take actions or measures with respect to their investments in the Funds based upon or in accordance with such rights or terms in Side Letters. For the avoidance of doubt, the Adviser or its affiliates have the authority under the Funds’ Offering Documents to, and may, agree to waive or change or modify any of the notice or other terms or requirements applicable to withdrawals

with respect to any investor, or permit withdrawals by an investor under such other terms, circumstances or conditions as it deems appropriate (for example, the Adviser or its affiliates may agree to waive the withdrawal notice requirements with respect to an investor or permit or allow an investor to withdraw all or a portion from its investment earlier than it otherwise would be permitted to do so pursuant to the Offering Documents, including without limitation, with respect to the portion of an investor’s investment allocated or attributable to Special Investments) (without the consent of any other investor). Selection of Counterparties and Best Execution Actual and potential conflicts of interest exist in connection with the Adviser’s selection of brokerage, custodial and financing arrangements and other service providers on behalf of a Client, including those arising from investor relationships, capital introduction services, gifts, entertainment and family and personal relationships. The Adviser attempts to manage such actual and potential conflicts of interest in a fair and equitable manner, taking into consideration a number of factors, including, without limitation, the overall quality and cost of such service provider, ability of the service provider to perform the applicable services, confidentiality, reliability, and financial responsibility, among other factors and considerations. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. See Item 12 “Brokerage Practices” of this Brochure. Limitation of Liability and Indemnification Pursuant to various exculpation and indemnification provisions in the Offering Documents of Clients, the Adviser and its affiliates and personnel will generally not be liable to a Client or underlying investors for any act or omission, absent bad faith, willful misconduct, gross negligence or fraud, and a Client generally will be required to indemnify such persons against any losses, liabilities, expenses and damages they may incur by reason of any act or omission related to a Client absent willful misconduct, gross negligence, bad faith or fraud. As a result of these provisions, Clients (and not the Adviser and its affiliates) generally will be responsible for losses resulting from trade errors, investment allocation errors, expense allocation errors and other similar human errors, even when such losses result from the Adviser’s or its affiliates’ negligence, subject to the limitations set forth above. These limitations on liability and indemnification provisions set forth in a Client’s Offering Documents will not be construed to (i) waive or limit the Federal fiduciary duty under the Investment Advisers Act of 1940, as amended, or (ii) relieve any liability to the extent such liability may not be waived, modified, or limited under applicable law (including liability for breaches of the Federal fiduciary duty or liability under certain U.S. securities laws which, under certain circumstances, may impose liability even on persons acting in good faith).

Other Activities of the Adviser and its Affiliates; Personal Investments; Co-Investments None of the Adviser or any of its personnel or affiliates currently devote, or are required to devote, all of their business time and attention to Clients, and their respective activities, duties and obligations outside of or unrelated to any one Client (including duties and responsibilities with respect to any other Clients, personal trading activity, or outside business or personal activities) require or take up (or will require or take up) a material or significant portion of their time and attention. The Adviser and its personnel and affiliates also engage or are involved in other activities, or may engage or be involved in other activities or perform other services or

have other duties or functions in the future, and such other activities, services, duties or functions take or may take up or require a material or significant portion of their time and attention. In connection with such activities, services, duties and functions, conflicts of interest arise (among other things) in allocating investment opportunities, management time or attention, services and functions among such activities and Clients. The Adviser, its personnel and affiliates will not be restricted from forming or sponsoring or managing or advising other clients, including other pooled investment vehicles or separately managed accounts or other advisory relationships, or from engaging in or pursuing other business or personal activities, ventures and roles, even though such activities, ventures and roles may be in competition with or may conflict with a Client and/or may involve substantial time and resources of the Adviser or its personnel (and their respective affiliates and agents). As disclosed herein, the Adviser currently manages and advises various Clients, which have overlapping investment strategies and invest alongside one another in all or certain investments. Subject to the Adviser’s policies and procedures, the Adviser, its affiliates, their principals, employees and other supervised persons and their respective affiliates purchase or sell for their own account(s) financial instruments that are recommended to, or purchased or sold on behalf of or by, Clients. In addition, the Adviser, its affiliates, their principals, employees and other supervised persons and their respective affiliates may purchase or sell financial instruments for a Client while selling or purchasing the same financial instruments on behalf of other Clients. The Adviser generally will not provide disclosure to a Client or underlying investors when the principals, employees or other supervised persons of the Adviser or its affiliates or their respective affiliates purchase or sell financial instruments for their own accounts. Notwithstanding the general prohibition on personal trades in securities of issuers in the healthcare industry (and related securities) (as determined by the Adviser), employees and personnel of the Adviser generally are allowed to trade for their own account in securities of issuers that are not in the healthcare industry, and such personal trading activities occur and may occur during business hours, and involve or may involve a significant amount of time that could otherwise be devoted to servicing or managing Client accounts. In addition, from time to time, the Adviser, its affiliates, their principals, employees and other supervised persons (together, “co-investors”) participate or may participate in opportunities to co-invest in private investments alongside a Client, without notice to, or the consent of the Client or underlying investors. Co-investments present a conflict of interest because of the incentive for the Adviser to offer or provide co-investments or co-invest opportunities to coinvestors rather than allocating additional private investment capacity to Clients and the potential impact that trading activity in the co-investment by co-investors can have on the investment held by Clients. In order to address these actual or potential conflicts, co-investors generally will not participate or be offered participation in a private investment unless the Adviser determines that all applicable participating Clients in such private investment receive or will receive their desired allocation (as determined by the Adviser in its discretion). In addition, co-investors generally will only be able to make or invest in the co-investment on substantially the same terms as the investment made by participating Clients. Furthermore, co-investors generally will only be able to exit a private investment on substantially the same terms as the disposal of the position by the participating Clients. To the extent there are any expenses associated with such private investment, it is expected that co-investors will not bear (or be required to bear or pay) their pro rata or allocable share of such expenses to the extent the Adviser determines such expenses would be similar if the co-investors did not participate, or if and to the extent the Adviser is unable to allocate or cause such co-investors to bear or pay for their allocable share of co-investment expenses. For information relating to the personal trading policies of the Adviser, see Item 11 of this Brochure.

Allocation of Investment Opportunities The Adviser manages and/or advises various Clients, which have investment strategies, objectives and/or programs that are similar to, the same as, overlapping with, or different from, those of other Clients, and invest (or may invest) alongside one another (directly or indirectly) in all or certain investments. In addition, the Adviser may in the future manage and/or advise (and serve as investment manager, adviser and/or sub-adviser to) one or more additional funds, vehicles, managed accounts and other clients with investment strategies, objectives and/or programs similar to, the same as, overlapping with or different from, those of a Client, and such accounts may invest alongside a Client in some or all investments. The activities and actions undertaken by, and the duties and responsibilities of, the Adviser and its affiliates and agents with respect to Clients raise or present actual or potential conflicts of interest (including with respect to the allocation of investment opportunities and expense allocation determinations between or among Clients and the allocation of time by personnel of the Adviser). The Adviser has broad and expansive discretion and authority with respect to the allocation of investment opportunities between or among Clients, notwithstanding any actual or potential conflicts of interest that exist or may exist. For example, management or advisory fees, performance or incentive fees or other compensation and liquidity provisions vary (or may vary) materially or substantially between Clients, creating or potentially creating an economic incentive for the Adviser to allocate investments to Clients with respect to which it or an affiliate is entitled to receive (or may receive) higher fees or compensation or otherwise. The Adviser’s general policy is to allocate investment opportunities among Clients in a fair and equitable manner under the circumstances (as determined by the Adviser in its sole discretion) and in accordance with the following methodologies: To the extent a particular investment opportunity falls within (or is deemed by the Adviser or its affiliates to fall within) the common or overlapping objectives and guidelines of a Client and one or more other Clients and is deemed to be suitable and appropriate for such Clients (as determined by the Adviser in its sole discretion), such investment may be allocated between or among such Clients on a pro rata basis based upon the Adviser’s assessment of the amounts available or appropriate for investment by such Clients and subject to any other applicable considerations summarized in the Adviser’s allocation policy. In general, the Adviser’s current policy is to seek to allocate all suitable investment opportunities among applicable Clients such that, in the absence of capacity constraints or other issues, each of them is allocated the full amount determined or deemed by the Adviser to be appropriate for such Client (as determined by the Adviser in its sole discretion). From the standpoint of a Client, simultaneous identical portfolio transactions for such Client and other Clients may tend to decrease the prices received, and increase the prices required to be paid, by such Client for its purchases and sales. Notwithstanding the foregoing, the Adviser may alternatively allocate or decide to allocate investment opportunities on another basis or in another manner, and the Adviser may change or override any of the foregoing allocation procedures or policies or guidelines, if and to the extent the Adviser deems in its sole discretion such different or other or alternative allocation basis or procedure or manner to be prudent, necessary, advisable or appropriate under the circumstances in light of one or more of the following factors or considerations (to the extent deemed relevant and appropriate by the Adviser): (a) the size, nature and type of investment or sale opportunity, (b) principles of diversification of assets, (c) the investment guidelines, restrictions, limitations and policies governing any Client, including Client instructions with respect to a specific investment and compressed ramp-up periods applicable to a Client, (d) liquidity considerations of a Client, including redemption, withdrawal or liquidity requests or instructions received by or from a Client, proximity of a Client to its termination date or end of its term and cash

availability, (e) magnitude of the investment, (f) the risk profile or the need to resize risk in a Client’s portfolio, (g) a determination by the Adviser that the investment or sale opportunity is inappropriate, in whole or in part, for one or more Clients, (h) applicable transfer or assignment provisions, (i) the management or consideration of actual or potential conflicts of interest, (j) the investment focus of a Client, (k) applicable contractual or legal obligations or restrictions, (l) tax considerations, (m) applicable regulatory or legal obligations, and (n) such other factors or considerations as the Adviser may deem relevant or appropriate in its discretion. In some cases, the Adviser’s observation and application of the factors and considerations outlined above may affect adversely the price paid or received by a Client, or the size of the position purchased or sold by a Client (with the result that investment opportunities may not necessarily be allocated among all applicable Clients on a pro rata basis or at all). The Adviser may change or amend or revise its policies and procedures regarding the allocation of investment opportunities (including any of the disclosures set forth in this Brochure or in Client Offering Documents) from time to time in its discretion, without the consent of, or notice to, Clients or underlying investors. Aggregation of Trades When transacting in the same security for more than one Client, the Adviser or an affiliate generally causes orders to be aggregated into a single order (a “bunched order”) in order to seek more efficient execution and equitable treatment among applicable Clients (but the Adviser is not required to do so if and to the extent it deems appropriate in its discretion). In instances where the execution prices are different due to the volume and execution time of the securities transacted, each of the participating Clients generally will receive the average transaction price (subject to odd lots, rounding and market practice). In the event a bunched order is only partially executed, the executed portion of combined transaction orders for two or more Clients will be allocated, when possible, on a pro‐rata basis (to the nearest round lot), with each Client receiving a percentage of the executed portion of the order based upon each Client’s percentage of the original order (or in another manner otherwise determined by the Adviser or its affiliates to be fair and equitable under the circumstances). This policy applies to all applicable Clients participating in the execution under the same trading circumstances (price limits, time of entry, etc.). Notwithstanding the foregoing, in certain cases aggregation of trades or bunched orders can disadvantage a Client, such as the inability of the market to fully absorb orders for the purchase or sale of a particular financial instrument for multiple Clients at prices or in quantities that would be preferable or obtainable if the order was placed for only one Client. At times, Clients transacting in the same security will not enter into a bunched order, but will transact at different times based on reasons set forth above under “Other Clients and Advisory Relationships; Sideby-Side Investments”, “Allocation of Investment Opportunities” or for other factors. To the extent Clients buy or sell financial instruments at different times, one Client’s trading activity could adversely affect the market value of positions or execution prices obtained by other applicable Clients. Service Providers The Adviser and its affiliates and their principals engage and retain common service providers and vendors for themselves and their affiliates as well as for the Clients. In such circumstances, there may be a conflict of interest between the Adviser or an affiliate and a Client in determining whether to engage or retain, or cause a Client to engage or retain, such service providers or vendors, including the possibility that the Adviser or an affiliate may favor the

engagement or continued engagement of such service providers if and to the extent the Adviser or an affiliate receives a benefit from them (such as lower fees) that it would not receive absent the engagement of such service provider or vendor by or for a Client. Further, service providers to the Adviser and its affiliates and Clients often may charge varying amounts or may have different fee arrangements based on various factors and considerations such as different types of services provided, length of relationship, amount billed or other reasons, which may result in more favorable terms for the Adviser and its affiliates or one or more Clients over other Clients. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required, and the time demands of the service provider. As a result, to the extent the services required by or of the Adviser or its affiliates or one or more Clients differ from those required by other Clients and/or their investments, the Adviser, its affiliates or one or more Clients will or may pay different rates and fees than those paid by such other Clients. A Client’s service providers and vendors (including administrators, accountants, auditors, attorneys, lenders, consultants, brokers, custodians, investment banking firms and other thirdparties) and their affiliates provide or may provide goods or services to, or have business, personal, financial, economic and/or other relationships or arrangements with the Adviser or its affiliates, other Clients, and officers, employees, direct or indirect owners and agents of the foregoing and/or their affiliates. Such service providers and vendors (or affiliates thereof) may be investors in Clients, sources of investment opportunities, prospective advisory clients or coinvestors or commercial counterparties or entities or issuers in which the Adviser and/or its affiliates and/or agents have investments. Additionally, certain employees and agents of the Adviser and its affiliates (or one or more consultants) have or may have family members or relatives employed by or associated with service providers and vendors. These and other relationships and factors may influence or be deemed to influence the Adviser and its affiliates in deciding whether or not to select or engage or recommend service providers and vendors to perform services for, and/or engage in activities with respect to, a Client. Clients generally are required to bear the fees and costs of service providers and vendors in accordance with the terms of the relevant service provider agreements. In addition, Clients also generally are required to bear and pay for any expense reimbursements to service providers and vendors pursuant to such agreements. Because certain expenses will be paid for or borne by a Client or, if incurred by the Adviser or an affiliate, be reimbursed by a Client, the Adviser or an affiliate may not be incentivized to seek out and obtain the lowest cost options when incurring (or causing a Client to incur) such expenses. Additionally, various factors and considerations often prevail over cost, and therefore, it should not be expected that the Adviser or a Client will engage the lowest cost provider or receive the most beneficial terms offered by any particular service provider. Material, Non-Public Information By reason of or in connection with the activities of the Adviser and/or a Client and their respective affiliates, employees or other supervised persons of the Adviser, or affiliates thereof, may acquire or have access to (or be deemed to have access to or be in possession of) confidential or material, non-public information or be restricted from initiating transactions in certain securities. A Client will or may not be free to act upon any such information. Due to these restrictions, a Client may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. Such restrictions would generally apply even if a Client were not involved in, and could not have benefited from, the receipt of such information. A Client may be materially adversely affected if the Adviser is unable to avoid a loss on a Client position due to such trading restrictions. Notwithstanding the foregoing, the Adviser may determine, in its sole discretion at

any time, that such information could impair its ability to effect certain transactions on behalf of a Client, whether for legal, contractual or other reasons. Accordingly, the Adviser may elect not to receive such information or may restrict access to such information to certain personnel that are placed behind an information wall. Lack of access to any such information may materially adversely affect a Client’s investments that, in some cases, may have been avoided had the Client or the Adviser had access to such information. Conflicts with Investments Officers, employees and other supervised persons of the Adviser and its affiliates from time to time serve, or may serve, as directors and officers of (or in similar capacities or roles with) companies in which Clients directly or indirectly invest and, in such capacity, generally will be required to make decisions that consider the best interests of such companies. In certain circumstances, for example, in situations involving bankruptcy or near-insolvency of a portfolio company, actions that may be in the best interest of the company may not be in the best interests of a Client, or vice versa. Accordingly, in such situations, there will be conflicts of interest between such individual’s duties as an officer or employee or supervised person of the Adviser and such individual’s duties as a director or officer of a company in which a Client invests. Certain companies engage or retain, or may engage or retain, an officer, employee or supervised person of the Adviser to provide or perform services with respect to such companies, and such companies (or persons associated with such company) may directly or indirectly pay compensation and fees to such persons and reimburse such persons for certain expenses. Accordingly, the Adviser’s affiliates, officers, employees and supervised persons may have interests that arise out of providing services to companies (such as the receipt of fees or compensation) which conflict with the interests of a Client as an investor in those companies. Any amounts received by officers, employees, personnel, supervised persons and/or affiliates of the Adviser from companies either as reimbursement of expenses or as fees or compensation for services provided or rendered by such persons, generally will be retained by such persons and will not be shared with Clients or investors, and will not result in any offset against, or reduction to, the Management Fees or any other fees or amounts payable by Clients and investors. The receipt of this additional compensation by officers, employees, personnel and supervised persons of the Adviser raises potential conflicts of interest. The Adviser’s affiliates, employees, personnel, officers or supervised persons may in the future provide services to or for, or be materially involved in, enterprises that compete with Client investments for customers, suppliers, management or financial resources or in other respects (including with respect to time and attention). In addition, the Adviser’s affiliates, officers, employees, personnel and supervised persons may assist other enterprises in obtaining capital and in acquisitions and dispositions of businesses, which may conflict with the interests of the portfolio companies of a Client. Other Transactions Involving Conflicts of Interest The Adviser or its affiliates may from time to time cause a Client to engage in or enter into certain transactions and arrangements involving actual or potential conflicts of interest by and among the Adviser, its affiliates, their principals, other Clients, their respective affiliates and various other persons, on the one hand, and such Client and its underlying investors, on the other hand. The Adviser or its affiliates generally will attempt or endeavor to manage actual or potential conflicts of interest in good faith as more fully described above. See “Conflicts of Interest – General” above. Any determinations of or by the Adviser or an affiliate with respect to conflicts of interest or the resolution or approval or the handling thereof will generally be

conclusive and absolutely binding upon a Client and its underlying investors. The Adviser or an affiliate may (but will not be required to) establish and/or seek the consent and approval of any applicable advisory committee, a majority in interest of the investors or an independent third party selected or engaged by the Adviser or an affiliate with respect to any principal transactions, any matters or transactions involving actual or potential conflicts of interest or any matters requiring consent of a Fund Client under Section 206(3) of the Investment Advisers Act of 1940, as amended (or any other applicable laws or regulations), and the approval and/or consent of or by any such persons will be conclusive and binding upon a Fund Client and its underlying investors. D. Other Investment Advisers. The Adviser does not recommend or select other investment advisers for its Clients.

Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics. The Adviser has adopted a written Code of Ethics (the “Code”) that, among other items, sets forth standards of business conduct for the Adviser’s employees and other supervised persons reflecting fiduciary duties owed to Clients and reasonably designed policies and procedures that seek to establish compliance with applicable U.S. federal securities laws and address actual and potential conflicts of interest as required under Rule 204A-1 of the Investment Advisers Act of 1940, as amended. Employees and other supervised persons are required upon commencement of employment, and at least annually thereafter, to acknowledge in writing their receipt and understanding of, and agreement to abide by, the Code and any amendments thereto, as well as, to promptly report any violations of the Code to the Adviser’s Chief Compliance Officer. The Code contains policies and procedures relating to personal securities trading by employees and other supervised persons of the Adviser to address actual or potential conflicts of interest and other issues that arise from employees’ and other supervised persons’ personal investment transactions. The Code generally prohibits personal trading in any publicly-traded security of an issuer in the healthcare industry (or related securities) (as determined by the Adviser); generally requires pre-clearance of personal trades in non-exempt securities or transactions, including purchases of IPOs or private placements; and requires periodic reporting of personal securities transactions and holdings of reportable securities. Additionally, as discussed below in

See “Conflicts of Interest – Material, Non-Public Information” under Item 10.C. of this Brochure. The Code also contains certain restrictions and/or reporting requirements of employees’ and other supervised persons’ engagement in outside business activities, political contributions and receipt of gifts and entertainment. The Adviser will provide a copy of the Code to any investor or client or prospective investor or client upon request. B. Material Financial Interests. As referenced in Item 10.C. “Other Financial Industry Activities and Affiliations – Material Relationships or Arrangements and Conflicts of Interest” of this Brochure, certain Clients of the Adviser are private investment funds organized in a masterfeeder structure in which Ikarian Healthcare Master Fund, L.P., a Cayman Islands exempted limited partnership acts as a master fund (the “Master Fund”), Ikarian Healthcare Fund, L.P., a Delaware limited partnership acts as a U.S. domiciled feeder fund (the “U.S. Feeder Fund”) and Ikarian Healthcare Offshore Fund, Ltd., a Cayman Islands exempted company acts as a non-U.S. domiciled feeder fund (the “Non-U.S. Feeder Fund”). The U.S. Feeder Fund and the Non-U.S. Feeder Fund invest all or substantially all of their assets in, and conduct their investment activities indirectly through, the Master Fund. Interests in the U.S. Feeder Fund and the Non-U.S. Feeder Fund are issued to third party investors and the Adviser and its affiliates and employees also have financial interests in the U.S. Feeder Fund and the Non-U.S. Feeder

Fund (directly or indirectly through the Master Fund) based on their investments and contractual rights to advisory fees. Ikarian Healthcare Fund GP, L.P., a Delaware limited partnership and an affiliate of the Adviser, acts as general partner (the “General Partner”) to the U.S. Feeder Fund and the Master Fund. The Adviser has been delegated investment advisory authority with respect to the U.S. Feeder Fund, the Non-U.S. Feeder Fund and the Master Fund pursuant to an investment management agreement. Officers, employees and other supervised persons of the Adviser and its affiliates from time to time serve, or may serve, as directors and officers of (or in similar capacities or roles with) companies in which Clients directly or indirectly invest and, in such capacity, such companies may directly or indirectly pay compensation and fees to such persons and reimburse such persons for certain expenses. See “Conflicts of Interest – Conflicts with Investments” under Item 10.C. of this Brochure. Additionally, as discussed below in Item 11.C., employees and other supervised persons of the Adviser may co-invest from time to time in private investments alongside a Client. Other than with respect to the foregoing arrangements, neither the Adviser nor any of its related persons recommend to Clients or buy or sell for Clients, investments in which the Adviser or any related persons have a material financial interest. C. Personal Trading. As discussed above in Item 11.A., the Code contains policies and procedures relating to personal securities trading by the Adviser and its affiliates, employees and other supervised persons to address actual or potential conflicts of interest that arise from personal investment transactions. These policies and procedures generally prohibit the Adviser and its affiliates, employees and other supervised persons from investing or transacting in the same publicly-traded securities of an issuer in the healthcare industry (or related securities) that are purchased or sold for Clients. In general, personal trading in securities of issuers that are not in the healthcare industry are approved, and such trading is not subject to any specific or explicit volume limits, timing restrictions, holding periods or other limits or restrictions. See “Conflicts of Interest – Other Activities of the Adviser and its Affiliates; Personal Trading; CoInvestments” under Item 10.C. of this Brochure. From time to time, the Adviser and its affiliates, employees and other supervised persons (together, “co-investors”) participate or may participate in opportunities to co-invest in private investments alongside a Client, without notice to, or the consent of the Client or underlying investors. Co-investments present a conflict of interest because of the incentive for the Adviser to offer or provide co-investments or co-invest opportunities to co-investors rather than allocating additional private investment capacity to Clients and the potential impact that trading activity in the co-investment by co-investors can have on the investment held by Clients. In order to address these actual or potential conflicts, co-investors generally will not participate or be offered participation in a private investment unless the Adviser determines that all applicable participating Clients in such private investment receive or will receive their desired allocation (as determined by the Adviser in its discretion). See “Conflicts of Interest – Other Activities of the Adviser and its Affiliates; Personal Trading; Co-Investments” under Item 10.C. of this Brochure. In addition, co-investors generally will only be able to make or invest in the coinvestment on substantially the same terms as the investment made by participating Clients. Furthermore, co-investors generally will only be able to exit a private investment on substantially the same terms as the disposal of the position by the participating Clients. To the extent there are any expenses associated with such private investment, it is expected that coinvestors will not bear (or be required to bear or pay) their pro rata or allocable share of such

expenses to the extent the Adviser determines such expenses would be similar if the coinvestors did not participate, or if and to the extent the Adviser is unable to allocate or cause such co-investors to bear or pay for their allocable share of co-investment expenses.

limitation, factors such as prices, commissions and other expenses, access to securities, the ability to source liquidity, as well as the ability of the broker-dealers to timely effect the transactions, confidentiality, trading idea generation, the quality of their research departments and the broker-dealers’ facilities, reliability and financial responsibility and the provision or payment by the broker-dealer of the costs of research and research-related services which are of benefit to a Client and/or the Adviser. The Adviser is not required to weigh, and does not typically weigh, any of these factors or considerations equally, and depending on the relevant transaction and facts and circumstances, one or more factors or considerations may be deemed by the Adviser to materially or significantly outweigh other factors and considerations. Furthermore, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission or transaction costs in connection with a Client’s transactions in financial instruments. Research and Other Soft Dollar Benefits. A Client may pay higher commissions to brokerdealers believed by the Adviser to offer or provide superior service under the circumstances, including firms that provide internally-developed investment research and analysis, brokerage and/or other similar or related products and services (such research, brokerage and other products or services generally referred to herein as “soft dollar benefits”). Accordingly, when the Adviser determines in good faith that the amount of commissions charged by a brokerdealer is reasonable in relation to the value of the overall services provided, including soft dollar benefits provided by such broker-dealer, the Adviser has the authority to cause a Client to pay commissions to such broker-dealer in an amount greater than the amount another broker-dealer might charge, and this practice of paying-up is expected to occur regularly. The Adviser uses soft dollar benefits provided by broker-dealers in providing investment management and advisory services to all Clients, and therefore, such benefits will not generally be allocated in proportion to those Clients that paid the commissions generating such benefits, and such benefits may benefit the Adviser and Clients who did not pay or bear a proportionate share of or any commissions for such benefits. Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, provides a safe harbor to investment advisers who use brokerage compensation (including commissions, spreads, mark-ups and mark-downs, which is commonly referred to as “soft dollars”) generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the Adviser in the performance of investment decision-making responsibilities and the Adviser expects to limit the use of soft dollars to obtain eligible research and brokerage services under Section 28(e), as reasonably determined by the Adviser in its discretion. Research and related services provided by a broker-dealer include or may include, but are not limited to, internally-developed research and analysis, market color, advice on order execution, discussions with research analysts and invitations to conferences, seminars, road shows, corporate access and similar meetings or events sponsored or arranged by the brokerage firm. Brokerage and related services provided by a broker-dealer include or may include, but are not limited to, services related to the execution, clearing and settlement of securities and functions incidental thereto. The mechanics of a “soft dollar” arrangement may also be used to

pay expenses for eligible research and brokerage services under Section 28(e) from third parties that would otherwise be properly chargeable to a Client. During the past fiscal year, the Adviser periodically assessed the broker-dealers selected for Client transactions based on the soft dollar benefits received and other factors using a broker-dealer report card and other analytics. The use of Client brokerage commissions or soft dollars to obtain soft dollar benefits creates a conflict of interest between the Adviser and a Client, because a Client pays for such soft dollar benefits that are not exclusively used for the benefit of such Client and that may be partially, primarily or exclusively for the benefit of one or more other Clients and/or the Adviser itself. The Adviser receives a benefit from these arrangements because the Adviser’s profitability tends to increase to the extent that the Adviser is able to acquire these soft dollar benefits without expending its own resources. In addition, the Adviser has an incentive to select a broker-dealer based on the Adviser’s interest in receiving soft dollar benefits, rather than on a Client’s interest in receiving the most favorable execution based on other factors (such as lower commissions). See “Conflicts of Interest – Selection of Counterparties and Best Execution” under Item 10.C. of this Brochure. Brokerage for Client Referrals. From time to time, broker-dealers selected to execute a Client’s transactions in financial instruments have introduced and may provide opportunities to introduce potential clients and investors to the Adviser and its affiliates, including through the attendance of certain events sponsored by a brokerage firm (“capital introduction opportunities”). Capital introduction opportunities provided by a broker-dealer may influence the Adviser to use or cause its Clients to use the services of such broker-dealer (or use its services more than it otherwise would), rather than selecting a broker-dealer solely based on a Client’s interest in receiving the most favorable execution based on other factors (such as lower commissions). The Adviser may select a broker-dealer that provides capital introduction opportunities, provided that the Adviser is not selecting the broker-dealer in recognition of such opportunities and subject to the Adviser’s duty to seek best execution of a Client’s transactions. Directed Brokerage. The Adviser does not recommend, request or require a Client to direct brokerage to a specific broker-dealer or permit a Client to direct brokerage to a specified brokerdealer. All brokerage transactions will be executed through the broker-dealers selected by the Adviser in its sole discretion. B. Order Aggregation. When transacting in the same security for more than one Client, the Adviser or its affiliates generally cause orders to be aggregated into a single order (a “bunched order”) in order to seek more efficient execution and equitable treatment among applicable Clients (but the Adviser is not required to do so if and to the extent it deems appropriate in its discretion). In instances where the execution prices are different due to the volume and execution time of the securities transacted, each of the participating Clients generally will receive the average transaction price (subject to odd lots, rounding and market practice). In the event a bunched order is only partially executed, the executed portion of combined transaction orders for two or more Clients will be allocated, when possible, on a pro‐rata basis (to the nearest round lot), with each Client receiving a percentage of the executed portion of the order based upon each Client’s percentage of the original order (or in another manner otherwise determined by the Adviser or its affiliates to be fair and equitable under the circumstances). This policy applies to all applicable Clients participating in the execution under the same trading circumstances (price limits, time of entry, etc.). Notwithstanding the foregoing, in certain cases aggregation of trades or bunched orders can disadvantage a Client, such as the inability of the market to fully absorb orders for the purchase

or sale of a particular financial instrument for multiple Clients at prices or in quantities that would be preferable or obtainable if the order was placed for only one Client. At times, Clients transacting in the same security will not enter into a bunched order, but will transact at different times based on reasons set forth in Item 10.C. “Other Financial Industry Activities and Affiliations – Conflicts of Interest” above under “Other Clients and Advisory Relationships; Side-by-Side Investments” and “Allocation of Investment Opportunities” or for other factors. To the extent Clients buy or sell financial instruments at different times, one Client’s trading activity could adversely affect the market value of positions or execution prices obtained by other Clients.

Reports associated with Separate Account Clients vary and are set forth in their Offering Documents. In response to questions and requests and in connection with due diligence meetings and other communications, the Adviser provides or may provide additional information, documents and reports (or access thereto) regarding a Client and its investments (or the activities of the Adviser) to certain Clients or underlying investors that are not distributed or made available to other Clients or underlying investors. Such Clients or underlying investors may make decisions or take actions with respect to their investments based upon such information. Each Client or investor is responsible for asking such questions as it believes are necessary in order to make its own investment decisions, including whether to invest in or through a Client, and each Client or investor must decide for itself whether the limited information provided by the Adviser is sufficient for its needs.

As discussed in Item 12 “Brokerage Practices” above, from time to time, broker-dealers selected to execute a Client’s transactions in financial instruments have introduced and may provide opportunities to introduce potential clients or investors to the Adviser and its affiliates, including through the attendance of certain events sponsored by a brokerage firm (“capital introduction opportunities”). Such capital introduction opportunities may create the appearance that the Adviser uses or causes its Clients to use the services of such broker-dealers or their affiliates as compensation for such opportunities.

Notwithstanding that Client assets are maintained at a qualified custodian, the Adviser is deemed to have custody of the assets of Fund Clients because the Adviser or its affiliate (who acts as the general partner to certain Fund Clients) has authority to obtain access to such assets, including but not limited to, withdrawing assets to pay Fund Client expenses, the Adviser’s advisory fees or otherwise from each Fund Client’s account at a qualified custodian. Qualified custodians do not send account statements to investors in a Fund Client, but investors do receive a monthly capital statement from the Fund Clients’ administrator which should be carefully reviewed. See Item 13.C. “Review of Accounts – Reports” of this Brochure. The Adviser complies with certain requirements under the Custody Rule for each Fund Client by: (i) requiring that a Fund Client be subject to an annual audit conducted in accordance with generally accepted auditing principles by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board; and (ii) distributing its audited financial statements to all investors in a Fund Client within 120 days of a Fund Client’s fiscal year-end. The Adviser does not have custody with respect to Separate Account Clients because it does not have or accept the authority to hold, directly or indirectly, funds or securities held by a Separate Account Client or have the authority to obtain possession of them.

Accordingly, the Adviser generally takes no action with respect to voting securities of its Clients, except as otherwise determined by the Adviser or its personnel with respect to any particular investment or proxy voting matter. Such determination is based on the Adviser’s belief that the significance of the issues addressed in a proxy vote generally are immaterial to the Adviser’s strategy and objective in holding a particular position which is generally based on a particular event or catalyst, rather than taking a long-term view of a company’s prospects; provided other influential factors include but are not limited to, the size of a Client’s position, whether a Client’s vote will make a difference in any particular vote, as well as the general belief that the Adviser’s time and resources are more beneficial to a Client if spent on other investment functions rather than proxy voting. To the limited extent the Adviser votes with respect to any securities owned by a Client, the Adviser’s general policy is to vote proxies for securities owned by a Client in a manner that it reasonably believes focuses on the best interests of a Client and not the interests of the Adviser or its affiliates, in compliance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Adviser’s policy includes procedures to address conflicts of interest that are identified and determined by the Adviser to be material between the Adviser and a Client, which may include, abstaining from voting, utilizing a third party to recommend a vote on the proxy, disclosing the conflict and/or obtaining the consent from a Client before voting or such other method as the Adviser deems appropriate under the circumstances given the nature of the conflict. The Adviser may change its approach to evaluating or voting proxies on behalf of a Client at any time in its discretion. For a copy of the Adviser’s current proxy voting policy and information regarding how the Adviser voted proxies with respect to a Client in the past, please contact the Adviser.