Commodore Capital: investment adviser

We do not tailor our advisory services to the individual needs of any particular investor and we do not accept investor-imposed investment restrictions other than limits which apply to all investors in Fund as set forth in each Fund’s Offering Documents. Commodore currently manages the following private pooled investment vehicles: Commodore Capital Master LP (the “Master Fund”), a Cayman Islands exempted limited partnership, Commodore Capital Domestic LP (the “Onshore Fund”), a Delaware limited partnership, and Commodore Capital Offshore Ltd. (the “Offshore Fund”), a Cayman Islands exempted company (each a “Fund” or a “Client” and collectively the “Funds” or the “Clients”). The Onshore Fund’s “Limited Partners” and the Offshore Fund’s “Shareholders” are hereinafter collectively referred to as the “Investors” where appropriate. Commodore Capital Domestic GP LP serves as the “General Partner” to the Master Fund and the Onshore Fund. Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.” We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, Commodore had approximately $2,369,313,969 in Regulatory Assets Under Management “RAUM” all managed on a discretionary basis.

Commodore has the authority to waive, reduce or calculate differently the Management Fee with respect to any Investor in its sole discretion, including Investors that are partners, affiliates or employees of Commodore or the General Partner, members of the immediate family of such persons and trusts or other entities established by them or for their benefit and certain other persons in the discretion of Commodore.

For Special Investments, the Management Fee is charged on the lower of value or cost of such Special Investment. Incentive Allocation Commodore and/or the General Partner may be paid performance-based compensation, which is compensation that is based on a share of capital gains on or capital appreciation of the assets of the Funds. The General Partner is entitled to a performance allocation from the Funds that ranges from 17.5% to 20% of the net profits (including net unrealized gains) allocated to an Investor over a three- to five-year period (the “Incentive Allocation Period”), subject to a loss carryforward provision. Depending on the circumstances, the performance allocation with respect to Special Investments is calculated either at the time of realization or at the end of the next Incentive Allocation Period. The General Partner has the authority to waive, reduce or calculate differently the amount of performance allocation with respect to any Investor in its sole discretion, including Investors that are partners, affiliates or employees of Commodore or the General Partner, members of the immediate family of such persons and trusts or other entities established by them or for their benefit and certain other persons in the discretion of Commodore. Expenses In addition to paying Management Fees and performance-based compensation (if applicable), the Funds will be subject to other expenses in accordance with their respective governing documents. Such expenses include, without limitation: organizational expenses, including legal expenses and fees of any placement agent or other broker; expenses related to compliance with applicable law or regulation, including expenses related to U.S. and non-U.S. regulatory filings, compliance with the Alternative Investment Fund Managers Directive 2011/61/EU, “blue sky” and “world sky” filings and anti-money laundering laws and regulations; investment-related expenses (whether or not such investments are consummated), including commissions, interest expenses and other indebtedness, investment-related legal costs, custodial fees, brokerage and transaction costs, research and investment-related travel expenses, professional fees for consultants, “expert networks,” “sourcing” consultants and other similar persons, data and research-related expenses (including news and quotation equipment and services), costs of portfolio exposure and performance reporting, risk management and trade order management expenses; ongoing operating expenses, including administrative expenses for regulatory and legal compliance, accounting and tax accounting, communications equipment and services and other back-office and mid-office services (including administrator fees and expenses), litigation, investigation and indemnity expenses, audit, tax preparation and related advisory expenses, insurance costs (including directors’ and officers’ insurance, errors and omissions insurance, cybersecurity insurance and other similar policies), expenses of preparing and distributing reports to Investors (including financial statements, tax returns and other reports), taxes, expenses of communications and meetings with Investors, and extraordinary expenses. Certain expenses may be attributable to more than one Client. Such shared expenses will, to the extent permitted by the Clients’ governing documents, generally be apportioned among all participating Clients pro rata based on, without limitation and depending on the nature of the expense, position size, fund size (i.e., capital commitments or net asset value, as applicable), available cash, or in any other manner deemed equitable by Commodore. The Firm seeks to allocate shared expenses for products and services benefitting Commodore and the Client and not explicitly covered in the Client’s arrangements in a fair and reasonable manner.

As a result, the General Partner may receive a performance allocation from a Fund reflecting unrealized gains at the end of a valuation period or upon an Investor’s withdrawal or redemption from a Fund, as applicable, that are not subsequently realized by such Fund. Commodore is involved with the valuation of securities held by the Funds, which in turn determines the calculation of the Management Fee and the performance allocation it receives from the Funds. This creates an incentive for Commodore to increase the value of the Funds’ assets during the valuation process. Commodore addresses this conflict of interest by using readily available market quotations and other commonly used and recognized valuation methods in making valuation determinations in consultation with its third-party administrator. Commodore's primary advisory relationships are structured through a single master-feeder structure, which generally limits side-by-side management considerations that can arise when managing multiple unrelated strategies simultaneously. However, from time to time, Commodore or its affiliates may offer coinvestment opportunities to certain Investors or other third parties alongside the Funds, as described in greater detail in Item 8. To the extent such co-investment vehicles are established, Commodore may face conflicts of interest in determining the appropriate allocation of investment opportunities between the Funds and any co-investment vehicle, including conflicts arising from differences in fees, allocations, and other economic terms applicable to each. Commodore seeks to allocate investment opportunities among the Funds and any co-investment vehicles in a manner it believes to be fair and equitable under the circumstances. See Item 8 for additional disclosure regarding co-investment conflicts.

Documents. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Methods of Analysis and Investment Strategies The Funds’ primary objective is to seek long-term, net investment returns to the Investors by investing in innovative therapeutics companies that the Firm believes have the potential to meaningfully improve patients’ lives and provide attractive returns. Commodore intends for the Funds to, among other things, address the relative void perceived by the Firm in biopharmaceuticals between traditional venture capital and public market investment funds by focusing on early-stage public and late-stage private companies. Risk Management The Funds’ investment program is speculative and entails substantial risks. There can be no assurance that the investment objectives of the Funds will be achieved or that the Funds will be profitable, and results may vary substantially over time. The Firm will focus on managing risk through the quality of its investment process and monitoring of investments. The Firm may not broadly diversify the portfolio, and, in such event, the Funds will bear greater risk with respect to each investment than would be the case with respect to a diversified portfolio. Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. An investment involves significant risks, and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the Offering Documents and the documents referred to herein before deciding to invest with Commodore. Risks of Investing in Healthcare Companies: Certain healthcare companies, including those developing new medicines, may present risks not typical of investments made in other industry sectors, including, but not limited to, the following:

Scrutiny of U.S. drug pricing practices may result in increased government oversight and regulation, which could adversely affect the profitability of certain healthcare companies. Dramatic changes in pricing may adversely affect a healthcare company’s valuation.

Certain healthcare companies derive a large portion of their revenues from reimbursement by national governments and commercial insurers. Dramatic changes in reimbursement policies or additional government regulation may adversely affect a healthcare company’s valuation.

Medical product development is an inherently risky endeavor due to the relative unpredictable nature of biological systems. Success rates are generally low and medical products in the pipeline

may fail despite success of an initial product. The Firm’s ability to predict outcomes of biological trials and estimate the probability of success is also subject to imprecision and errors.

Many healthcare companies face high research and development costs and long development timeframes resulting in persistent losses. As a result, significant ongoing financing may be necessary, which may result in shareholder dilution. An inability to obtain any such financing may have a significant adverse effect on the financial condition of such healthcare companies.

Early-stage healthcare companies may not have a material amount of revenue for many years, if ever. Valuation of these companies is highly imprecise and subject to significant volatility in their share prices, particularly as a result of negative news related to the company.

A healthcare company’s revenue stream may be largely dependent upon such company’s intellectual property patent estates. Loss of critical patents, inability to obtain such patents or infringement on patents of others (i.e., no freedom to operate) may adversely affect such company’s valuation.

A healthcare company’s revenue stream may be highly dependent upon such company’s technology. Rapid innovation by others in the industry may render such company technology obsolete which may adversely affect such company’s valuation.

Due to the highly profitable nature of successfully bringing a drug to market, many drug targets and therapeutic approaches are being pursued concurrently by multiple companies which, if all are successful, could limit the value to any one company.

The viability of many healthcare companies depends largely on whether such companies can obtain and maintain various regulatory approval (i.e., Food and Drug Administration (“FDA”) or European Medicines Agency (“EMA”)) of their products or services. Failing to obtain or maintain regulatory approval for one or more of its products or services may have a significant adverse effect on the financial condition of a company and threaten its ability to operate as a going concern.

Many new therapeutic approaches (i.e., gene therapy) require highly complex commercial manufacturing processes. The inability of a company to adequately manufacture sufficient quantities of the product to supply the market at scale could result in a significant adverse effect on the financial condition of such healthcare companies.

Successful medical product development is highly dependent on clinical trial results showing therapy is both safe and effective. If clinical trials are not successful, or if new scientific knowledge causes a product to be unsafe to patients or uncompetitive in the market, a company may lose most of its market value.

The Firm must rely on company provided information to make decisions about a company, including an expectation that companies will accurately state financial or clinical results. Any error or misrepresentation in such information could negatively impact the financial condition of the company.

Products with seemingly favorable profiles in clinical trials may fail to provide a clinically meaningful benefit in practice, resulting in decreased patient and physician demand. Such decreased demand may result in lower than expected company revenues which would adversely affect the financial condition of the company.

Many healthcare companies are highly dependent on a single product or technology. If for some reason such product or technology is impaired there may be little or no residual value in the company.

Except in certain situations, small healthcare companies are not able to effectively market products on their own and thus are often required to partner with larger companies. Failure to forge strategic partnerships with larger companies may limit the revenue potential of the company’s products which may adversely affect the financial condition of the company.

In the case of any direct investments by the Funds in biotechnology assets, the Firm may not be successful in structuring these investments in a way that shields the Funds from liability in the event of lawsuits relating to any products or rights in which the Funds have a direct or indirect interest, thereby potentially resulting in the Funds bearing such liabilities and, in such event, the Funds may suffer potentially significant losses beyond its investment.

The prices at which investments by the Funds will be made may be based, in part, on assumptions that a limited number of other products will compete with the relevant underlying products in the markets in which they are sold, or that the underlying products will otherwise command a pricing premium in these markets, which assumptions may prove to be inaccurate.

Some of the licensing agreements or other rights relating to the investments held by the Funds may be terminated, which may have a material adverse effect on the value of such investments.

Investor sentiments and preferences with regards to life sciences sector investments (some of which are perceived as risky) may change, which may have an adverse effect on the values of the securities held by the Funds in any companies in such sector.

Certain of the companies in which the Funds may invest may also experience adverse impact from reliance on third party manufacturers, collaborators, and clinical research organizations who may fail to perform according to agreed specifications; inability to control the development of outlicensed drug compounds or drug candidates; inability of collaborators’ to develop and commercialize product candidates; inability to maintain or obtain adequate product liability and other insurance coverage; inability to compete against third parties with greater resources; inability to in-license potential drug compounds or drug candidates or other technology; excessive leverage; limitations on their ability to incur additional indebtedness and incur liens on their assets restricting their ability to obtain additional capital when needed; cost of goods sold remaining high enough that it is difficult to achieve profitability; third-party payors for drugs or diagnostics rescinding or modifying their contracts or reimbursement policies or delaying payments; inability to expand as expected outside the United States; failure of physicians to prescribe a drug or diagnostic to the extent anticipated; inability to obtain inputs necessary to the manufacture of a drug or diagnostic at the anticipated cost; failure of information technology and telecommunications systems that are critical to their business; failure to appropriately handle or dispose of biological and hazardous materials; misplaced reliance on third-party distributors; difficulties in integrating legacy companies from a merger or acquisition; and inability to recruit talented personnel, including scientists.

The healthcare industry is (or may become) (i) highly regulated at both the federal and state levels in the United States and internationally and (ii) subject to frequent regulatory change. As noted above, certain segments may be highly dependent upon various government (or private) reimbursement programs. An adverse review or determination by any applicable judicial or regulatory authority of any such law or regulation, or an adverse change in applicable regulatory requirements or reimbursement programs, could have a material adverse effect on the operations and/or financial performance of the companies in which the Funds invest. The healthcare industry has been, and will likely continue to be, significantly impacted by legislative changes, and various U.S. federal, state or local or non-U.S. legislative proposals have been, and will be, introduced from time to time, which, if adopted, could have a significant impact on the healthcare industry in general and/or on companies in which the Funds may invest.

Volatility Risk: The Firm’s investment program may involve the purchase and sale of relatively volatile Investments and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such Investments and/or markets can adversely affect the value of investments held by the Funds. To the extent that the Firm causes the Funds’ portfolio to hold derivative instruments that are specifically designed to profit from change in market volatility, the risk of loss to the Funds’ portfolio is magnified. Long/Short: The Firm may employ various long/short investment strategies. The success of these strategies depends upon the Firm’s ability to identify and purchase Investments that are undervalued and identify and sell short Investments that are overvalued. The identification of investment opportunities in the implementation of the Firm’s long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying the positions that the Firm causes the Funds to acquire were to fail to converge toward, or were to diverge further from values expected by the Firm, the Funds may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Firm to close out one or more of the Funds’ positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Firm’s long/short strategies may become outdated and inaccurate as market conditions change. Short-Selling: The Firm may cause the Funds to engage in short-selling investment programs. The success of these programs depends upon the Firm’s ability to identify and sell short Investments that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying Investment could theoretically increase without limit, thus increasing the cost to the Funds of buying those Investments to cover the short position. There can be no assurance that the Firm will be able to maintain the Funds’ ability to borrow Investments sold short. In such cases, the Funds can be “bought in” (i.e., forced to repurchase Investments in the open market to return to the lender). There also can be no assurance that the Investments necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing Investments to close out a short position can itself cause the price of the Investments to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the Funds may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Lastly, even though the Firm acting on behalf of the Funds, secures a “good borrow” of the Investment sold short at the time of execution, the lending institution may recall the lent Investment at any time, thereby forcing the Firm to cause the Funds to purchase the Investment at the then-prevailing market price which may be higher than the price at which such Investment was originally sold short by the Funds. Relative Value: Relative value investment strategies generally use spread trades consisting of a long position in one Investment offset by a short position in another. Such offsetting positions are meant to neutralize or reduce risk. The portfolio profits of the Firm’s relative valuation leads to a rise in the value of the long position(s) and/or a decline in the value of the short position(s). The Firm may employ a variety of relative value

investment strategies on behalf of the Funds whose success depends upon the Firm’s ability to identify and exploit perceived inefficiencies in the pricing of Investments, financial products, or markets. Identification and exploitation of such inefficiencies involve uncertainty. There can be no assurance that the Firm will be able to locate investment opportunities or to exploit pricing inefficiencies in the securities markets. Mispricings, even if correctly identified, may not be corrected by the market, at least within a timeframe over which it is feasible for the Firm to maintain a position. Even pure arbitrage positions can result in significant losses if the Firm is not able to maintain both sides of the position until expiration/maturity. A reduction in the pricing inefficiency of the markets in which the Firm seeks to invest will reduce the scope for the Funds’ investment strategies. In the event that the perceived mispricings underlying the Funds’ positions were to fail to converge toward, or were to diverge further from, relationships expected by the Firm, the Funds may incur losses. Short-Term Market Considerations: The Firm’s trading decisions may be made on the basis of short-term market considerations, and the portfolio turnover rate could result in significant trading related expenses. Leverage for Investment Purposes: The Firm may use leverage as part of the Funds’ investment program commensurate with the amount of net exposure. Leverage may take the form of, among other things, certain of the Investments described herein, including, without limitation, derivative instruments which are inherently leveraged and products with embedded leverage such as options, short sales, swaps and forwards, as well as borrowing on margin. The use of leverage will allow the Firm to cause the Funds to make additional investments, thereby increasing the Funds’ exposure, such that its total risk exposure may exceed its capital. However, leverage will also magnify the volatility of changes in the value of the Funds’ portfolio. The effect of the use of leverage by the Firm, on behalf of the Funds in a market that moves adversely to the Funds’ investments could result in substantial losses to the Funds, which would be greater than if the Funds were not leveraged. Borrowing for Cash Management Purposes: The Firm will have the authority to cause the Funds to borrow for cash management purposes, such as to satisfy withdrawal requests. The rates at and terms on which the Firm can cause the Funds to borrow will affect the operating results of the Funds. Collateral: The instruments and borrowings utilized by the Funds to leverage investments may be collateralized by all or a portion of the Funds’ portfolio. Accordingly, the Firm may cause the Funds to pledge its Investments in order to borrow or otherwise obtain leverage for investment or other purposes. Should the Investments pledged to brokers to secure the Funds’ margin accounts decline in value, the Funds could be subject to a “margin call,” pursuant to which the Firm must either cause the Funds to deposit additional funds or Investments with the broker or suffer mandatory liquidation of the pledged Investments to compensate for the decline in value. The banks and dealers that provide financing to the Funds can apply essentially discretionary margin, “haircut,” financing and collateral valuation policies. Changes by counterparties in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. Lenders that provide other types of asset-based or secured financing to the Funds may have similar rights. There can be no assurance that the Funds will be able to secure or maintain adequate financing. Lending of Portfolio Securities:

The Firm may cause the Funds to lend securities on a collateralized and an uncollateralized basis from its portfolio to creditworthy securities firms and financial institutions. While a securities loan is outstanding, the Funds will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as interest on the investment of the collateral or a fee from the borrower. The risks in lending securities, as with other extensions of secured credit, if any, consist of possible delay in receiving additional collateral, if any, or in recovery of the securities or possible loss of rights in the collateral, if any, should the borrower fail financially. Diversification and Concentration: The Firm’s strategy is limited to a single industry: healthcare. The Firm may select investments that are concentrated in a limited number or variety of Investments. In addition, the Firm may cause the Funds’ portfolio to become significantly concentrated in Investments related to a single or a limited number of issuers sectors, asset classes, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose the Funds to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such Investments. Hedging Transactions: The Firm may cause the Funds to utilize Investments for risk management purposes in order to: (i) protect against possible changes in the market value of the Funds’ investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect the Funds’ unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any Investments; (iv) enhance or preserve returns, spreads or gains on any Investment in the Funds’ portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of the Funds’ Investments; (vii) protect against any increase in the price of any Investments the Firm anticipates causing the Funds to purchase at a later date; or (viii) act for any other reason that the Firm deems appropriate. The Funds will not be required to hedge any particular risk in connection with a particular transaction or its portfolio generally. The Firm may be unable to anticipate the occurrence of a particular risk and, therefore, may be unable to attempt to hedge against it. While the Firm may cause the Funds to enter into hedging transactions to seek to reduce risk, such transactions may result in poorer overall performance for the Funds than if the Firm had not caused the Funds to engage in any such hedging transaction. Moreover, the portfolio will always be exposed to certain risks that cannot be hedged. Equity Securities Generally: The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, the Funds may suffer losses if the Firm causes the Funds to invest in equity instruments of issuers whose performance diverges from the Firm’s expectations or if equity markets generally move in a single direction and the Funds has not hedged against such a general move. The Funds also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Preferred Stock: Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional

shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. American Depositary Receipts and Global Depositary Receipts: American Depositary Receipts (“ADRs”) are receipts issued by a U.S. bank or trust company evidencing ownership of underlying securities issued by foreign issuers. ADRs may be listed on a national securities exchange or may be traded in the over-the-counter market. Global Depositary Receipts (“GDRs”) are receipts issued by either a U.S. or non-U.S. banking institution representing ownership in a non-U.S. company’s publicly traded securities that are traded on foreign stock exchanges or foreign over-the-counter markets. Holders of unsponsored ADRs or GDRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute investor communications received from the issuer of the deposited Investment or to pass through voting rights to the holders of depositary receipts in respect of the deposited securities. Investments in ADRs and GDRs pose, to the extent not hedged, currency exchange risks (including blockage, devaluation and nonexchangeability), as well as a range of other potential risks relating to the underlying shares, which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political or social instability or diplomatic developments that could affect investments in those countries, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding the underlying shares of ADRs and GDRs, and non-U.S. companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. companies. Such risks may have a material adverse effect on the performance of such investments and could result in substantial losses. Convertible Securities: A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Funds are called for redemption, the Funds will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Firm’s ability to achieve the Funds’ investment objective. Micro-, Small- and Medium-Capitalization Companies: The Firm is expected to cause the Funds to invest in securities of micro- and smaller-capitalization companies. Such securities involve higher risks in some respects than do investments in securities of larger “blue-chip” companies. For example, prices of securities of micro- and small-capitalization and even medium-capitalization companies are often more volatile than prices of securities of large-capitalization companies and may not be based on standard pricing models that are applicable to securities of largecapitalization companies. Furthermore, the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) may be higher than for larger, “blue-chip” companies. Finally, due to thin trading in the securities of some micro- and small-capitalization companies, an investment in those companies may be less liquid than large-capitalization companies. Derivative Instruments Generally: Certain swaps, options and other derivative instruments may be 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, and operations risk. Derivatives traded over-the-counter may not have an authoritative source of valuation and the models used to value such derivatives are subject to change. In addition, the Firm may, in the future, cause the Funds to invest in opportunities with respect to certain other derivative instruments that are not presently contemplated for use or that are currently not available. Special risks may apply in the future that cannot be determined at this time. The regulatory and tax environment for derivative instruments in which the Firm may cause the Funds to participate is evolving, and changes in the regulation or taxation of such Investments may have a material adverse effect on the Funds. Call Options: The seller (writer) of a call option which is covered (i.e., the writer holds the underlying Investment) assumes the risk of a decline in the market price of the underlying Investment below the purchase price of the underlying Investment less the premium received, and gives up the opportunity for gain on the underlying Investment 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 Investment above the exercise price of the option. The Investments necessary to satisfy the exercise of an uncovered call option may only be available for purchase at much higher prices, thereby reducing or eliminating the value of the premium. Purchasing Investments to cover the exercise of an uncovered call option can cause the price of the Investments 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: The seller (writer) of a put option which is covered (i.e., the writer has a short position in the underlying Investment) assumes the risk of an increase in the market price of the underlying Investment above the sales price (in establishing the short position) of the underlying Investment plus the premium received, and gives up the opportunity for gain on the underlying Investment 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 Investment below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire investment in the put option. Index or Index Options: The value of an index or index option fluctuates with changes in the market values of the Investments included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular Investment, whether the Funds will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the Investment market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular Investments. Index Futures: The price of index futures contracts may not correlate perfectly with the movement in the underlying index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, participants may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities

market. Therefore, increased participation by speculators in the futures market also may cause price distortions. Successful use of index futures contracts by the Funds also are subject to the Firm’s ability to correctly predict movements in the direction of the market. Swaps: Whether the Firm’s use of swaps or swaptions on behalf of the Funds will be successful will depend on the Firm’s ability to select appropriate transactions for the Funds. Swaps and options on swaps (“swaptions”) can be individually negotiated and structured to include exposure to a variety of different types of investments, asset classes or market factors. Depending on their structure, swap agreements may increase or decrease the holder’s exposure to, for example, equity securities, long-term or short-term interest rates, foreign currency values, volatility/variance, credit spreads or other factors. Swap agreements can take many different forms and are known by a variety of names. Swap transactions may be highly illiquid and may increase or decrease the volatility of the Funds’ portfolio. Moreover, the Funds bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency of its counterparty. The Funds will also bear the risk of loss related to swap agreements, for example, for breaches of such agreements or the failure of the Firm to cause the Funds to post or maintain required collateral. It is possible that developments in the swap markets, including potential government regulation, could adversely affect the Firm’s ability to cause the Funds to terminate swap transactions or to realize amounts to be received under such transactions. Futures Contracts: The value of futures contracts depends upon the price of the Investments or other items, such as commodities, underlying them. The prices of futures contracts are highly volatile, and price movements of futures contracts can be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, as well as national and international political and economic events and policies. In addition, investments in futures contracts are also subject to the risk of the failure of any of the exchanges on which the Funds’ positions trade or of its clearing houses or counterparties. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Firm from promptly liquidating the Funds’ unfavorable positions and subject the Funds to substantial losses or prevent the Firm from causing the Funds to enter into desired trades. Also, low margin or premiums normally required in such trading may provide a large amount of leverage, and a relatively small change in the price of an Investment or contract can produce a disproportionately larger profit or loss. In extraordinary circumstances, a futures exchange or the CFTC could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract. Non-U.S. Futures Transactions: Foreign futures transactions involve executing and clearing trades on a foreign exchange. This is the case even if the foreign exchange is formally “linked” to a domestic exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, the Funds may not be afforded certain

of the protections which apply to domestic transactions, including the right to use domestic alternative dispute resolution procedures. In particular, funds received to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on domestic exchanges. In addition, the price of any foreign futures or option contract and, therefore, the potential profit and loss resulting therefrom, may be affected by any fluctuation in the foreign exchange rate between the time the order is placed and the time the foreign futures contract is liquidated or the time the foreign option contract is liquidated or exercised. Forward Contracts: Financial regulators generally do not regulate trading in forward contracts. The principals who deal in the forward contract market are not required to continue to make markets in such contracts. There have been periods during which certain participants in forward markets have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. The imposition of credit controls or price risk limitations by governmental authorities may limit such forward trading to less than that which the Firm would otherwise recommend, to the possible detriment of the Funds. In its forward trading, the Funds will be subject to the risk of the failure of, or the inability or refusal to perform with respect to its forward contracts by, the principals with which the Firm causes the Funds to trade. The Funds assets on deposit with such principals will also generally not be protected by the same segregation requirements imposed on certain regulated brokers in respect of customer funds on deposit with them. The Firm may order trades for the Funds in such markets through agents. Accordingly, the insolvency or bankruptcy of such parties could also subject the Funds to the risk of loss. Contracts for Differences: Contracts for differences (“CFDs”) are privately negotiated contracts between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer the difference between the nominal value of the underlying instrument at the opening of the contract and that instrument’s value at the end of the contract. The underlying instrument may be a single Investment, stock basket or index. A CFD can be set up to take either a short or long position on the underlying instrument. The buyer and seller are both required to post margin, which is adjusted daily. The buyer will also pay to the seller a financing rate on the notional amount of the capital employed by the seller less the margin deposit. As is the case with trading any Investment, there is the risk of loss associated with trading a CFD. There may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. A further risk is that adverse movements in the underlying Investment will require the posting of additional margin. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract may be reduced. Entry into a CFD transaction may, in certain circumstances, require initial margin and adverse market movements against the underlying stock may require the buyer to make additional margin payments. CFDs may be considered illiquid. To the extent that there is an imperfect correlation between the return on the Funds’ obligation to its counterparty under the CFDs and the return on related assets in its portfolio, the CFD transaction may increase the Funds’ financial risk. Non-U.S. Investments: Investing in the Investments of companies (and, from time to time, governments) outside of the U.S. involves certain considerations not usually associated with investing in Investments 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, other income or gross sale or disposition proceeds, 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 the Funds’ 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 Firm may be unable to structure the Funds’ transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce the Funds’ rights in such markets. For example, Investments 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 CFTC or the securities and commodities laws and regulations of the U.S. Accordingly, the protections accorded to the Funds under such laws and regulations are unavailable for transactions on non-U.S. exchanges and with non-U.S. counterparties. Exchange-Traded Funds: The Firm may cause the Funds to invest in Exchange-Traded Funds (“ETFs”), which are shares of publicly traded unit investment trusts, open-end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broadbased, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying Investments they are designed to track. ETFs are also subject to certain additional risks, including, without limitation, the risk that their prices may not correlate perfectly with changes in the prices of the underlying Investments they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. In addition, the Funds may bear, along with other shareholders of an ETF, its pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to bearing the Management Fee, Investors may also indirectly bear similar expenses of an ETF. Illiquid Investments: The Firm anticipates that the Funds will predominantly hold tradable securities or financial instruments. However, the Funds may also invest in, or come to hold, securities or financial instruments that are subject to legal or other restrictions on transfer or for which no liquid market exists. All private investments made by the Funds through special purpose vehicles (the “Special Investments”) will be illiquid. There may be limited information available about the issuers of illiquid securities or financial instruments that may make valuation of such securities or financial instruments difficult or uncertain. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and the Firm may not be able to sell them on behalf of the Funds when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities or financial instruments often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities or financial instruments eligible for trading on national securities exchanges or in the over-the-counter markets. The Funds may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. As a result, the Funds may be required to hold such securities or financial instruments despite adverse price movements. In addition, even those markets that the Firm expects to be liquid can experience periods, possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments have rapidly become illiquid. Traditional exit opportunities for private investments have consisted primarily of initial public offerings

and acquisitions of portfolio companies by publicly traded companies, often for stock. The ability of the Funds to sell securities and realize investment gains will depend upon favorable market conditions. Initial public offering and merger and acquisition opportunities may be limited or non-existent for extended periods of time, whether due to economic, regulatory, or other factors. In addition, general fluctuations in the market prices of securities may affect the value of the investments held by the Funds. Therefore, there is no assurance that the Funds will be able to realize liquidity for such investments in a timely manner, if at all. The markets for these securities can be expected to involve wider price spreads and more sensitivity to buying and selling pressure than is found in more active markets. The sale of restricted or illiquid securities often requires more time and results in lower sale prices and higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. These considerations may adversely affect the Funds’ ability to respond in a timely manner to changes in the financial condition or prospects of the issuer of the security or financial instrument or other factors that may affect its value and may ultimately adversely affect the Funds’ return on investment in such securities and financial instruments. Undervalued Securities: The Firm may cause the Funds to invest in securities of companies which the Firm believes to be undervalued. However, 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 opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Funds’ investments that the Firm causes the Funds to make may not adequately compensate for the business and financial risks assumed. Investments in PIPEs: The Funds may invest in privately sourced and structured convertible and equity-linked securities of public companies (“PIPEs”). PIPE investments offer the opportunity for significant gains, but also involve a high degree of risk, including the complete loss of capital. Among these risks are the general risks associated with investing in companies operating at a loss or with substantial variations in operating results from period to period and investing in companies with the need for substantial additional capital to support expansion or to achieve or maintain a competitive position. Such companies may face intense competition, including competition from companies with greater financial resources, more expansive development, manufacturing, marketing and service capabilities, and a greater number of qualified managerial and technical personnel. Securities of such portfolio companies will likely be thinly traded and under-capitalized and will therefore be more sensitive to adverse business or financial developments. The market for PIPE investments can be highly competitive, and the terms on which the Funds are able to invest, including valuation, may be affected by competition from other investors. The ability of the Funds to liquidate its positions and generate profits from its investment activities may also be adversely affected by a failure of portfolio companies to comply with registration, conversion, exchange or other obligations under the agreements pursuant to which such securities have been sold to the Funds. New Issue Trading: The Funds may from time to time invest in securities issued in initial public offerings (“New Issues”). Investing in New Issues poses unique risks arising out of their transient illiquidity, lack of trading history and concentration of ownership. In the event that the Firm elects to trade New Issues on behalf of the Funds, Investors that are restricted persons under applicable Financial Industry Regulatory Authority rules are not permitted to participate or participate fully in the returns generated by those trades.

Investments in SPACs: A special purpose acquisition company (a “SPAC”) is a publicly traded company 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 undervalued operating businesses. Following the acquisition of a target company, a SPAC typically would exercise control over the management of such target company in an effort to increase the value of such target company. 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 would receive a return on their investment in the event that a target company is acquired and such target company’s value increased. 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 due to the expenses and liabilities of the SPAC. 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 thirdparty 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, most SPACs are illiquid and have a concentrated shareholder base that tends to be comprised of hedge funds (at least at inception). The Funds may invest in a SPAC that, at the time of investment, has not selected or approached any prospective target businesses with respect to a business combination. In such circumstances, there may be limited basis for the Funds to evaluate the possible merits or risks of such SPAC’s investment in any particular target business. 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. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk. Co-Investments: The Firm and its affiliates may, from time to time, offer one or more Investors and/or other third-party investors (including affiliates of the Firm and their respective members, partners, officers or employees or affiliates of any of them, and including the principals and other Firm-related investors) the opportunity to co-invest with the Funds in particular investments. The Firm and its affiliates expect to offer co-investment opportunities to Investors and/or other third-party investors based on factors such as, but not limited to, the nature of the opportunity, speed of execution required, tax considerations, such persons’ familiarity with and history of making similar investments (including successfully consummating prior co-investment opportunities with the Firm and its affiliates) or ability to consummate co-investment opportunities generally and in a meaningful size, such person’s prior expressions of interest in making similar investments, the ability of such persons to generate future investment opportunities or provide other benefits to the Funds and/or the Firm and/or to provide analytical and market advice or other expertise that may be valuable to the Funds, and other factors deemed by the Firm and its affiliates to be relevant. The Firm has a conflict when determining which Limited Partners, if any, it will offer co-investment opportunities to. In addition, the principals and other Firm-related investors may co-invest with the Funds whether or not the particular co-investment opportunity is offered to Investors or other third-party investors.

The Firm and its affiliates are not required to offer co-investment opportunities to any Investor or other third-party investors, and no Limited Partner will be entitled (or obligated) to participate in such an opportunity by reason of being an investor in the Funds. The decision of the Firm or its affiliates to offer (or not offer) co-investment opportunities to any Investor will be made in the sole discretion of the Firm or its affiliates, as applicable. If the Firm advises a committed co-investment vehicle in the future, such vehicle may be offered a co-investment opportunity before such opportunity is offered to any Investor or other third-party investor, and no Investor or other third-party investor will be entitled (or obligated) to participate in such an opportunity by reason of being an investor in the Funds. The Firm and its affiliates are similarly not required to offer co-investment opportunities to any investor in a co-investment vehicle – all such decisions to offer co-investment opportunities to investors in a co-investment vehicle will be made in the sole discretion of the Firm and its affiliates, as applicable. The Firm or its affiliates will receive fees and/or allocations from co-investors, which will differ as among co-investors, and which also may differ from the fees and/or allocations borne by the Investors. For the avoidance of doubt, fees, allocations and expenses borne by the Funds will differ from the fees, allocations and expenses borne by co-investment vehicles, even when both are investing in the same security. To the extent that the fees and/or allocations from co-investors differ from those paid by the Investors, the Firm will have a conflict of interest in determining the appropriate allocation to the Funds with respect to such investments. The Firm seeks to fairly allocate expenses among accounts, including the Master Fund, and any coinvestors. Generally, accounts and co-investors that own an investment will share in expenses related to such investment, including expenses originally charged solely to any account. However, it is not always possible or reasonable to allocate or re-allocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment) and the financial and other terms governing the relationship of the co-investor to the accounts with respect to the investment, and, as a result, there may be occasions where co-investors do not bear a proportionate share of such expenses. In addition, co-investors may not bear certain expenses (e.g., broken deal expenses) associated with potential co-investment opportunities that are ultimately not consummated and such amounts (including, for the avoidance of doubt, the portion thereof that corresponds to prospective coinvestors’ intended proportionate participation in the unconsummated transaction) will be borne by the Funds. Co-investors may, and for the avoidance of doubt, in certain cases do, have rights in addition to, or are subject to different terms as compared to the rights and terms applicable to the Funds. For example, coinvestors may receive minority protections, board seats, information rights, rights to future allocations of co-investments in the same security, or other control rights and may have different or advantageous terms or rights with respect to their ability to exit the co-investment. Similarly, if the Firm advises a committed co-investment vehicle in the future, the fees, allocations and other terms and rights applicable to the committed co-investment vehicle (and its investors) may differ from the fees, allocations and other terms and rights applicable to Limited Partners. The Firm may in the future effect co-investments by creating other accounts that are co-investment vehicles established to make a single investment or otherwise engage in an investment program more concentrated than that of the Funds. To the extent that the Firm causes the Master Fund to make subsequent investments in the same securities held by those co-investment vehicles, these investment opportunities, and particularly those investment opportunities subject to pre-emptive rights granted to such co-investment vehicles, may be required to be made available to such co-investment vehicles on a priority basis.

Artificial Intelligence and Machine Learning Risks: The emergence of recent technology developments in generative artificial intelligence such as ChatGPT and similar large language models and chatbots (collectively, “Generative AI”) can pose risks to the Firm and the Funds’ investments. The SEC has indicated that the use of Generative AI programs, bots and applications, may have implications under securities laws including, but not limited to, the Advisers Act and the Securities Act, and the new Marketing Rule. While technological developments increase access and choice, they also pose considerations as to conflicts of interest, systemic risk and public policy. While Generative AI can be useful tools, they also present several compliance risks that must be carefully managed to ensure that the Adviser remains in compliance with all applicable regulations and laws. These compliance risks include but are not limited to: Recordkeeping, Confidentiality, Privacy, Quality and Output, Fiduciary Duty, Intellectual Property, Lack of Transparency, Surveillance, Manipulation and Bias, and Loss of Human Influence/Oversight. The Firm expects to use Generative AI in various processes, including potentially in connection with its investment research process. The Firm is likely to be further exposed to the risks of Generative AI through third parties (including the Firm’s or the Fund’s service providers or counterparties) that use Generative AI, and the Firm may not always be aware of such use. The Firm cannot necessarily control the manner in which products created and/or utilized by third parties are developed or maintained. Furthermore, due to the rapidly evolving nature of Generative AI and its widespread potential uses, the Firm expects that its policies and procedures will continue to evolve in response to any unique challenges. Generative AI is often highly reliant on the collection and analysis of large amounts of data, and in many instances it may not be possible or practicable to incorporate all potentially relevant data into the data set that Generative AI utilizes or to evaluate the source and the reliability of the data being analyzed. Further, the outputs of Generative AI may be inaccurate or unreliable and are also susceptible to errors in such outputs’ subsequent analysis. Additionally, the use of Generative AI may involve (i) cybersecurity risks (including the increased likelihood that the Firm or the Funds or the underlying issuers in which they are invested become a victim of cybercrime), (ii) threats to proprietary and confidential information, (iii) intellectual property violations, (iv) access to, or disclosure of, personal information in violation of applicable data protection laws, and (v) other risks that are not currently foreseen. Such inaccuracies, errors, risks, threats and/or violations could have adverse impacts on the Firm and the Funds’ investments. Generative AI continues to develop rapidly, making it difficult to predict the future risks that may arise from such developments. Security, Information and Cybersecurity Risks: As part of its business, the Firm processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds and personally identifiable information of the Investors. Similarly, service providers of the Firm and the Funds, especially the administrator, will process, store and transmit such information. The Firm has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures do not provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and are difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Firm are susceptible to compromise, leading to a breach of the Firm’s network. The Firm’s systems or facilities are susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by the Firm to the Investors are also susceptible to compromise. Breach of the Firm’s information systems could cause information relating to

the transactions of the Funds and personally identifiable information of the Investors to be lost or improperly accessed, used or disclosed. The service providers of the Firm and the Funds (including telecommunications service providers, as well as brokers, administrators, custodians, etc.) are subject to the same electronic information security threats as the Firm. Our service providers have and may in the future fail to adopt or adhere to adequate data security practices and our ability to implement safeguards with respect to data maintained on third party systems is more limited than with respect to our own systems. Recent events across the financial services industry illustrate that this is not a theoretical concern, but a risk that all market participants face. Specifically, like other financial services firms, the Firm and its service providers are (and have been) the targets of unauthorized access, phishing attacks and other forms of social engineering, acts of vandalism, computer viruses, malware, ransomware, spam attacks, SIM swaps and other cyber-attacks. Such attacks can corrupt, obstruct, or result in unauthorized access to information relating to the transactions of the Funds and personally identifiable information of the Investors. There can be no assurances that such incidents will not occur again in the future. The loss or improper access, use or disclosure of the Firm’s or the Funds’ proprietary information may cause the Firm or the Funds to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Funds, the Investors’ investments therein or on the Investors themselves. Privacy Risks: The Firm collects, maintains, and shares non-public personal information about Investors and prospective investors in connection with its operations and is subject to applicable data protection and privacy laws. The Firm maintains administrative, technical, and physical safeguards designed to protect the confidentiality and security of such information. However, these measures may not be sufficient to prevent all unauthorized access, data breaches, or other cybersecurity incidents. The Firm also relies on third-party service providers that may have access to sensitive information, and such providers may be subject to similar risks. Any compromise of confidential or personal information, whether due to cyber intrusion, human error, or system failure, could result in financial loss, regulatory scrutiny, reputational damage, or other adverse consequences. Expert Networks and Third-Party Consultants Risks: The Firm utilizes expert networks, consultants, and other third-party research providers as part of its investment research process. These arrangements may involve interactions with individuals who possess specialized industry or scientific knowledge. Such activities present risks, including the potential for the inadvertent receipt of material non-public information (“MNPI”), which could restrict the Firm’s ability to trade in certain securities or otherwise impact investment decisions. In addition, information obtained from such sources may be incomplete, inaccurate, biased, or influenced by conflicts of interest. The Firm maintains policies and procedures designed to prevent the misuse of MNPI and to ensure compliance with applicable laws; however, there can be no assurance that such risks will be fully

mitigated. Any failure to appropriately manage these risks could result in regulatory scrutiny, reputational harm, or other adverse consequences to the Firm or the Funds.

The General Partner is responsible for the management, operations and investment decisions made on behalf of such Funds, operates as a single advisory business together with Commodore, has delegated investment management authority to Commodore and generally shares common owners, officers, partners, employees, consultants or persons occupying similar positions with Commodore. We do not believe our relationship with the General Partner causes any material conflicts of interest. Commodore does not recommend or select other investment advisers for its Clients and does not receive compensation directly or indirectly from other investment advisers nor does it have other business relationships with other investment advisers.

employees must comply with applicable provisions of the federal securities laws and make prompt reports to Commodore or other appropriate party of any actual or suspected violations of such laws or of the Code by Commodore or its employees;

information concerning the identity of securities and financial circumstances of our Clients, including the Clients’ investors, must be kept confidential; and

independence in the investment decision-making process must be maintained at all times.

All of Commodore’s employees are provided with a copy of the Code and are required to acknowledge receipt of the Code and certify their compliance with the Code on at least a quarterly basis. Clients may request a copy of the Code by contacting us at the address or telephone number listed on the first page of this document. The Code places numerous restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to Commodore on a periodic basis, and requires that employees pre-clear most personal securities transactions and generally prohibits employees from trading in securities that Commodore is actively trading on behalf of the Clients. Commodore, its affiliates and its employees may give advice that may differ from, conflict with or be adverse to advice given for Clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Clients. Commodore has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as Client trades.

trustworthiness, the broker or dealer’s willingness to commit capital and provide liquidity, the quality of the broker or dealer’s relationship with Commodore, including its responsiveness to requests, reliability, understanding of Commodore’s strategy and interests, ability to provide market intelligence regarding trading activity in securities that Commodore trades and the nature and quality of investment ideas it generates, the broker or dealer’s ability to execute trades in difficult markets, the broker or dealer’s capabilities with capital markets, syndicate and block trading, the financial strength and stability of the broker or dealer, the broker or dealer’s ability to evaluate market information across asset classes and sectors, the ability and willingness of the broker or dealer to provide research and trading services on a global basis across asset classes, the broker or dealer’s ability to provide access to company management and to access deal flow, the receipt of brokerage or research products and services which are of benefit to the Funds and the receipt of other services that are beneficial to Commodore and its affiliates, but that are not necessarily beneficial to the Funds. Subject to its duty of best execution, Commodore is not required to consider any particular criteria (including those identified above), need not solicit competitive bids and does not have an obligation to seek the lowest available commissions or other transaction costs. Accordingly, the commissions and other transaction costs (which may include dealer markups or markdowns) charged to the Funds by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such products or services, or such brokers or dealers may charge other customers different commission rates based on the other services utilized by such customers.

On a quarterly basis, Commodore’s Operations Committee, including the Chief Compliance Officer, will review the quality of Commodore’s execution and the effectiveness of its order execution arrangements and execution policy. Such reviews include a thorough analysis of the services provided by each brokerdealer. Commodore does not have any directed brokerage arrangements. Research and Other Soft Dollar Benefits The commission rates charged to the Funds by certain brokers may be higher than those charged by other brokers who do not offer the proprietary or third party services or capabilities described in this section. The Firm intends that its use of commission or “soft dollars” to pay for research or brokerage services will fall within the safe harbor for soft dollars created by Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, and prevailing guidance thereunder. The Section 28(e) safe harbor allows Commodore to pay more than the lowest available commission provided that (i) it determines in good faith that the commissions paid are reasonable in relation to the value of the brokerage and research services provided by such brokers and/or dealers and (ii) payments are made in compliance with applicable law. Soft dollars are not intended to be used to pay for items not falling within the safe harbor. Where a product or service obtained with commission dollars provides both eligible and non-eligible products or services to Commodore, the Firm will make a reasonable allocation of the cost which may be paid for with commission dollars and Commodore will pay the remainder. In making such allocations of cost in good faith, Commodore will face a conflict of interest by reason of Commodore’s allocation of the costs of such benefits and services between those that primarily benefit Commodore and those that primarily benefit the Funds. While the continued provision of soft dollar brokerage and research services described above is not conditioned on Commodore directing any particular level of transactions to these brokerage firms, such services are provided without a separate charge in consideration for Commodore’s use of such brokerage firms to execute trades for client accounts. As such, Commodore receives a benefit because it does not have to pay for such research products or services, and Commodore has an incentive to select or recommend a broker-dealer based on its interest in receiving such services rather than its clients’ interest in receiving the most favorable execution. The Funds’ securities transactions can be expected to generate brokerage commissions and other compensation, all of which the Funds, not Commodore, will be obligated to pay. The Firm has complete discretion in deciding what brokers and dealers the Funds will use and in negotiating the rates of compensation the Funds will pay. In addition to using brokers as “agents” and paying commissions, the Funds occasionally buy or sell securities directly from or to dealers acting as principals at prices that include markups or markdowns, and buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. From time to time, brokers’ “capital introduction” services or other marketing or client referral services may assist Commodore and the Funds in raising additional funds from Investors. The Firm may also receive consulting assistance services from prime brokers, including consulting assistance with facilities, technology, real estate, service providers, operations, finance, compliance and human resources. The Firm will not commit to a broker to allocate a particular amount of brokerage in any such situation nor does Commodore otherwise compensate any broker or receive compensation, directly or indirectly, in exchange for such broker providing referrals in any such situation. Cross Trades Commodore may, on behalf of any Client, for liquidity, portfolio rebalancing or other reasons, enter into cross transactions with other Clients. The terms of any such cross transactions will be commercially

reasonable and will not be materially less favorable to the Clients than those available in the market. Neither Commodore nor its affiliates will receive special fees or other compensation in connection with cross transactions. Expenses incurred in such transactions will be allocated equitably in Commodore’s good faith discretion between the Clients that are party to the cross transaction. Similarly, if a cross transaction is cancelled, any costs incurred will be allocated equitably in Commodore’s good faith discretion between the Clients that are party to the cross transaction. Principal Transactions Commodore may cause a Client to enter into transactions and other arrangements with other Clients that may be viewed as related party or principal transactions. Commodore will only consider causing a Client to engage in such a transaction to the extent permitted by applicable law, including, if required or appropriate, the making of appropriate disclosure to and receipt of consent from the limited partner advisory committee of the Funds. Certain of the Funds may invest in private companies where a Managing Partner, affiliate or other related person of Commodore has a close personal relationship with the management of that company or a personal investment in that company. When Commodore deems the relationship to create the appearance of a potential conflict of interest, Commodore will inform Investors in the investing Funds of the relationship and, if required or appropriate, seek the consent of the Investors or the limited partner advisory committee. Trade Error Policy The Firm has an obligation to seek to ensure that orders placed for the Funds are accurate and the SEC specifically has stated a general view that an adviser has a fiduciary duty to place trades accurately. The Funds may on occasion experience errors with respect to trades made on its behalf. Such errors may include, for example, (i) an erroneous voice trade; (ii) an error during the clearance and settlement processes that resulted in an unintended transaction, which caused either a profit or a loss to the Funds; (iii) keystroke errors that occur when entering trades into an electronic trading system; or (iv) typographical or drafting errors. Errors that do not result in transactions (such as trade instructions entered in error which are withdrawn or corrected prior to execution and erroneous cancellations of actionable orders generated by the Firm’s trading system) will not be viewed as “trade errors.” While the identification of trade errors and the proper method for resolving trade errors in any particular circumstance can be complicated, it is the Firm’s general policy to identify trade errors and, where feasible and appropriate, to ensure that each trade error is corrected in an expeditious manner. Pursuant to the exculpation and indemnification provisions in the Master Fund Limited Partnership Agreement and the investment management agreement with the Funds, the Master Fund (and not the Firm) will be responsible for any losses (including additional trading costs) resulting from trade errors and similar human errors, absent bad faith, gross negligence, willful misconduct or actual fraud on the part of the Firm, its affiliates or its personnel. Profits from trade errors may not offset losses from trade errors, unless the underlying transactions constitute a single transaction. Aggregation of Orders Commodore’s “Trade Aggregation Policy” provides that, for multiple client accounts, the Firm will aggregate trades if by doing so it is facilitating best execution, including negotiating more favorable prices, obtaining more timely or equitable execution, or reducing overall commission charges. Each Client that participates in an aggregated order will participate at the average share price for all the Firm's transactions

in that security on a given business day, with transaction costs shared pro rata based on each Client's participation in the transaction. The Firm will prepare, before entering an aggregated order, a written statement specifying the participating Client accounts and how it intends to allocate the order among those Clients. Notwithstanding the foregoing, an order may be aggregated on a basis different from that specified in the written statement if all Client accounts receive fair and equitable treatment and the reason for the different aggregation is explained in writing and is approved in writing by the Chief Compliance Officer no later than one hour after the opening of the markets on the trading day following the day that the order was executed. No additional compensation or remuneration will be due to the Firm as a result of the aggregation.

Such reviews are conducted by our investment team. We will distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. We may also distribute quarterly unaudited net asset value statements, quarter-end performance reports, and a quarterly investor letter to all Investors. We may provide certain additional information to any investor, or prospective investor, in a Fund (or to any of our Clients or prospective Clients) who requests such information. This information may be provided in response to questions and requests and in connection with due diligence meetings and other communications but will not be distributed to other investors and prospective investors who do not request such information. Such information may affect a prospective investor’s decision to invest, and investors (which may include our personnel, affiliates and/or Clients) who receive such additional information may be able to act on such additional information and redeem their investments potentially at higher values than other investors. Each investor is responsible for asking such questions that it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by us is sufficient for its needs. We may also provide Clients with reports in such forms and at such times as such Clients and we may agree.

However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

If Commodore, however, encounters an identifiable conflict of interest with respect to a particular vote, Commodore will not put its own interests ahead of those of any Client and will resolve any possible conflicts between its interests and those of the Client in favor of the Client. In the event that a potential conflict of interest arises, Commodore will determine on a case-by-case basis how to vote the proxy consistent with the best interests of the Clients and in a manner consistent with Commodore’s proxy voting policy. If a conflict of interest is considered material, Commodore will generally refrain from exercising its discretion to vote the proxy and instead refer the vote to an independent party for consideration. If it is determined that such conflict or potential conflict is not material, Commodore may vote the proxy. Because Commodore provides investment advice to commingled investment entities, individual Investors will not be able to direct Commodore on how to cast a proxy vote. Clients may obtain a copy of Commodore’s proxy voting policies and procedures and information about how Commodore voted a Client’s proxies by contacting Ameya Bapat (Chief Compliance Officer) at legal@commodorecapital.com or (212) 256-8600