Boxer Capital Management, LLC: investment adviser

BCM provides investment advisory services to private funds (which may, in the future, include private funds sponsored by BCM (together with the SPVs, as defined below, the “Funds”)) and may provide investment advisory services to one or more separately managed accounts (the “Accounts”). In the future, we may, but are not obligated to, offer one or more investors in such Funds or other clients (or any other persons) the right to participate in investments in which the Funds participate if (a) we believe that such participation would benefit the Funds or a portfolio company or (b) we determine that the Funds have been allocated the full amount of such investment in a portfolio company in light of their risk-return profiles, available capital and other considerations we determine to be relevant. Any such investments that may be established in the future may be implemented and managed through a special purpose vehicle (“SPV”). The Funds and the Accounts are collectively referred to herein as the “Advisory Clients.” Our investment advisory services will focus on public and private securities and related assets of healthcare, life sciences and biotechnology companies. These securities include, but are not limited to, equity securities, corporate debt securities (including convertible bonds), warrants, options, derivatives, exchange-traded funds, and money market funds. The Funds, as applicable, will be managed pursuant to the terms, investment strategies and objectives specified in the confidential private placement memorandum, investment management agreements, LLC operating agreements, limited partnership agreements and/or, where noted, other related offering documents, relating to the respective fund, as they are amended from time to time (collectively, the “Governing Documents”). We may tailor our advice to the objectives and investment mandates of each Advisory Client, but we do not tailor our services to the investment, tax or any other particular objectives of any underlying investors in the Funds (“Fund Investors”). We will generally invest in public and private portfolio companies representing the entire lifecycle of drug development – from early-stage pre-clinical discovery assets to late-stage clinical and commercial stage companies – but we will be authorized to enter any type of investment transaction we deem appropriate under the terms of the applicable Fund’s Governing Documents. Fund investors cannot place any restrictions or conditions on the investment strategy or trading activities of the Funds. We do not participate in any wrap fee programs. As of December 31, 2025, BCM had approximately $578,200,000 in regulatory assets under management, all of which were managed on a discretionary basis.

Typically, BCM would return a pro-rata portion of any fees received in advance if the advisory contract is terminated prior to the end of the billing period. As a general matter, and in accordance with Funds’ Governing Documents, BCM, or its affiliates, may receive performance-based compensation in the form of an Incentive Allocation equal to a percentage of up to 20% of the appreciation in the net asset value of an investor’s capital account in the Fund (as applicable). Management fees and performance fees are deducted from each Fund’s assets and are not billed separately. In certain cases, some Funds may be charged an agreed-upon flat fee, not to exceed an established maximum. BCM, or its affiliates, in its sole discretion, may waive or modify the Incentive Allocation or Management Fees for any Fund investor or any Advisory Client, subject to any applicable regulations and the Funds’ Governing Documents, including investors who are employees and/or affiliates of BCM. Additional information regarding fees and compensation is described in the Funds’ Governing Documents (as applicable). Prospective investors in the Funds should review the Governing Documents in detail before making an investment. Account Fees and Compensation The fee schedule applicable to an Account will be contained in the applicable Investment Management Agreement with BCM. Such compensation is subject to negotiation between BCM and each Account. Such compensation may be deducted from the Account and billed separately as agreed upon between the parties and set forth in their respective investment management agreements. As noted above, BCM may waive or reduce fees, or perform services for no fees, for certain Accounts of employees and/or affiliates of BCM and others in its complete discretion. Expenses Advisory Clients will incur brokerage and other transaction costs, see Section 12 of this brochure which discusses brokerage. Advisory Clients will incur other fees and expenses in connection with BCM’s advisory services. Each Advisory Client will be responsible for certain costs and expenses as detailed in the Governing Documents and/or Investment Management Agreement. Such costs and expenses may include, but are

not limited to, (i) brokerage fees and commissions and other transaction costs and investment-related expenses incurred in connection with a fund’s investment and trading activities, including, without limitation, expenses related to sourcing, identifying, negotiating, structuring, monitoring, acquiring, holding or selling investments, research and related travel expenses, the costs of any independent accountants or other experts or consultants engaged by BCM in connection with specific investments and expenses associated with unconsummated investments (e.g., “broken-deal” expenses); (ii) clearing and settlement charges; (iii) custody charges and borrowing costs (including with respect to public securities sold short and the payment of withdrawal proceeds); (iv) any interest, fees (including commitment fees), and costs of fund-related borrowings (including borrowings related to positions held on margin); (v) expenses and filing fees related to the ongoing offering of Interests; (vi) routine operational costs such as printing and duplication expenses, legal, accounting, director services, bookkeeping, recordkeeping, licensing fees and related support expenses for order and execution management systems, treasury systems and/or risk management systems, shadow accounting expenses, including licensing fees and expenses of managed services, auditing, consulting and other professional expenses, administration (including the costs and expenses of an administrator, including additional fees for ancillary services), clerical and tax preparation expenses; (vii) information technology expenses associated with all aspects of a fund’s operations and research platforms used on a fund’s behalf (including, without limitation, the costs associated with establishing and maintaining investor reporting systems, and information technology and data security programs and other systems designed to manage and control cyber security risk); (viii) its pro rata portion of any E&O, D&O, or any other form of insurance related to a fund and its management and operations; (ix) exchange, board of trade or other trading or execution facility membership or participation expenses; (x) market data, price quote data and other data, including, but not limited to, research data and alternate data, newswire and data processing expenses, cloud computing and cloud data storage fees and expenses, and connectivity charges; (xi) fees and costs payable in connection with preparing and mailing reports to limited partners of a fund; (xii) compliance related expenses and fees and expenses associated with preparing and submitting regulatory filings required in respect of a fund (e.g., expenses relating to the preparation and filing of SEC Form PF); (xiii) all other ordinary and out-of-pocket expenses of a fund and/or a related master fund; (xiv) all taxes (if any) imposed on a fund and/or a related master fund (or that a fund and/or a related master fund is required to withhold or pay with respect to any of its partners), and fees payable to governments or agencies; (xv) expenses of any administrative proceedings undertaken by the general partner in its capacity as a fund’s “partnership representative”; (xvi) expenses incurred in connection with the dissolution, liquidation, and termination of a fund; (xvii) Cayman Islands annual registration fees in respect of a fund or a related master fund; (xviii) ERISA bonding expenses, if applicable; (xix) extraordinary expenses (e.g., litigation costs (including expenses incurred in connection with any settlement related to a portfolio investment), indemnification obligations (including indemnification of any person indemnified under a partnership agreement or any other agreements that a fund and/or a related master fund is a party to); and (xx) expenses of registering a fund and/or a related aster fund with any governmental agency under the requirements of any applicable law, and costs incurred in connection with a reorganization or restructuring of the Fund), if any. In addition, to the extent an Advisory Client is invested in an open-end mutual fund, closed-end mutual fund, an ETF or another privately placed fund that charges an advisory fee, Advisory Clients may directly or indirectly bear all or a portion of such fees, in addition to those charged by BCM. BCM will generally be responsible for its own operating, general and administrative, and overhead costs and expenses, other than the expenses described above. The allocation of expenses by BCM between it and an Advisory Client or among the Advisory Clients represents a potential conflict of interest for BCM. BCM has designed an expense allocation policy that is intended to address this potential conflict. BCM will allocate expenses to each Advisory Client in accordance with the Advisory Clients’ Governing Documents. BCM will seek to allocate any shared

expenses for products and services benefiting multiple Advisory Clients or both BCM and an Advisory Client in a fair and reasonable manner. With respect to diligence and research expenses, BCM may deem certain diligence and research to benefit Advisory Clients without regard to whether such diligence and research related to or resulted in a specific portfolio investment decision because the intended benefits of such diligence and research are increased value in the portfolio investments and increased knowledge and expertise of BCM and its investment personnel. As a result, Advisory Clients may bear diligence and research expenses that are not directly related to a particular investment in its portfolio. Neither BCM nor its employees accept compensation, including sales charges or service fees, for the sale of securities or other investment products.

In addition, the existence of varying Incentive Allocation and/or Management Fee arrangements among Advisory Clients may create an incentive for BCM to direct more profitable investment ideas to those Advisory Clients that pay or will pay the higher Incentive Allocation or Management Fees. Furthermore, certain BCM employees may invest in a Fund or have personal economic exposure to a Fund, but not to other Funds or Accounts. This could incentivize those employees to make decisions, including investment allocation, in a way that favors the Fund in which they have invested. To manage such potential conflicts, BCM maintains policies and procedures to promote fair and equitable allocation of investment opportunities among Advisory Client accounts, as described in Item 12. BCM reviews Advisory Client portfolios regularly to monitor compliance with these policies and procedures. BCM periodically reviews, and reserves the right to change, these policies and procedures if BCM believes a different approach would be in the best interests of an Advisory Client or Advisory Clients as a whole.

Such investors typically will be institutional investors, financial institutions, other investment funds, and high-net-worth individuals, each of whom make representations concerning their financial sophistication and ability to bear the risk of loss respecting their investment in a Fund. Accounts are typically only open to institutional investors, and BCM determines the minimum investment amounts on a case-by-case basis. Typically, such Accounts involve significant minimum investments. The minimum initial investment amount in a Fund is disclosed in the respective Fund’s Governing Documents, which will be provided to Fund investors and prospective investors and is subject to waiver or modification at the discretion of BCM or its affiliates, subject to any applicable regulations.

BCM investments may be in any geography but are typically located in North America and Europe. The BCM team uses a disciplined approach to evaluate investment ideas through the analysis of publicly available materials (e.g., filings, press releases, academic literature, conference presentations) and/or materials provided by the issuer, as well as interviews with BCM’s network of relevant key opinion leaders, industry/medical/academic experts, company management teams and sell-side analysts. The BCM team utilizes its experience in working with portfolio companies to optimize their capital structures, pipeline developments, business strategies and communications. This expertise and network are expected to provide a comprehensive approach to diligence and portfolio management. When looking at investment opportunities, BCM typically prioritizes those that have one or more of the following characteristics:

A Differentiated Approach – a unique mechanism, a novel approach to known mechanisms, or another scientific or technological differentiation that BCM believes provides a competitive advantage versus current standard of care; Clear Rationale – a promising and testable hypothesis where the potential for success or failure can be assessed as early as possible; Improving Patient Care – a pipeline with leading drug candidates that holds promise to meaningfully impact the lives of a large patient population; The Right Management – a team of key stakeholders with the experience and skillset necessary to successfully develop and commercialize promising drug candidates to a large market; and/or Significant Upside – attractive valuation due to being overlooked, misunderstood or undercapitalized, leaving ample upside for investors.

At times, investments may be traded on the basis of short-term market considerations. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. The investment strategies summarized above represent BCM’s current intentions and should not be understood to limit our investment activities in any way. BCM may use any trading or investment strategy, whether or not contemplated by the expected investment strategies described above, that we consider appropriate or in the best interests of Advisory Clients, subject to applicable investment objectives and guidelines. There can be no guarantee that any strategies applied will be successful.

Investment Risks Despite BCM’s comprehensive investment approach, the implementation of BCM’s investment strategies, and, relatedly, the investments made by BCM (as described below), are deemed to be highly speculative and are not intended as a diversified or complete investment program. Advisory Clients, as well as Fund investors, should be sophisticated persons who are able to understand and bear the risk of loss of their investment and who meet the conditions set forth in the relevant Governing Documents and/or Investment Management Agreement. There can be no assurance that BCM’s, a Fund’s or any Advisory Client’s investment objectives will be achieved. Below are some of the risks that Advisory Clients (as well as prospective Fund investors) should consider before investing. A more comprehensive list of risks associated with an investment in the Funds or Account will be set forth in the applicable Governing Documents. General Investment Risks. All investments in financial instruments entail the risk of loss. While BCM’s investment activity is expected to focus on equity securities, BCM may direct investment in a wide variety of financial instruments, including preferred stock, warrants, options, or other derivatives, as well as debt or royalty transactions. Such investments are subject to investment-specific price fluctuations as well as to macro-economic, market and industry-specific conditions, including, but not limited to, national and international economic conditions, local epidemics and global pandemics, national and international political circumstances (including wars, terrorist acts or security operations), domestic and international financial policies and performance, conditions affecting particular investments such as the financial viability, sales and product lines of corporate issuers, national and international politics and governmental events, and changes in income tax laws. Moreover, an Advisory Client may have only limited ability to vary its investment portfolio in response to changing economic, financial and investment conditions. No guarantee or representation is made that BCM’s investment program will be successful, and investment results may vary substantially over time. Investing is Speculative and Volatile. Financial instrument prices may be highly volatile. Price movements of financial instruments in which an Advisory Client’s assets are invested are influenced by, among other things, changing supply and demand relationships, weather, agricultural, trade, fiscal, monetary, and exchange control programs and policies of governments, political and economic events and policies, changes in national and international interest rates and rates of inflation, currency devaluations and revaluations, and sentiments of the marketplace. No assurance can be given that an Advisory Client’s investments will be profitable or will not incur substantial losses. Biotechnology and Life Sciences Investment Risks BCM invests in the biotechnology and life sciences industries, which may include, without limitation, investments in issuers such as pharmaceutical companies, biotechnology companies, generic drug manufacturers, healthcare information technology companies and medical device companies. These issuers often face regulatory barriers to licensing, product approvals, and ongoing compliance which are in some cases very high and very costly. Due in many cases to the actual and/or perceived possibility of high potential profits in many segments of biotechnology, competition and litigation risks are heightened. Investing in the biotechnology and life sciences industries may also present additional risks that are not typical in other industries, including, but not limited to:

Government Regulation and Intervention. Governments around the world closely monitor and regulate most facets of the healthcare industry and adjust policies and procedures regularly, causing healthcare companies to have to constantly adapt procedures, submit data, and subject themselves to various inspections and audits. Food and Drug Administration (“FDA”) and Global Oversight Entities. Certain pipeline products of pharmaceutical, biotechnology and medical device companies are subject to long and costly development testing that is regulated by government entities (such as the FDA, in the United States). Ultimately the products must be approved before they can be sold, after sometimes intense scrutiny by government regulators. If a product is not approved, extreme volatility in shares of the underlying company can occur and sales and/or profits may be delayed indefinitely. In addition, even once approved, a product’s safety and efficacy, as well as its manufacturing process, continue to be monitored and assessed by regulatory agencies. Failure to comply with regulations can result in large fines, in a product being removed from the market, or in the product being banned from sale indefinitely until the company can satisfy the regulatory agency. Medicare and Medicaid, Affordable Care Act Reimbursement, and the Inflation Reduction Act. Most healthcare companies rely in some way on government reimbursement. These programs are perpetually evolving and funding cuts or shifting of resources within these programs cause inherent risks for the companies which depend on them for all or part of the payment for their products or services. In addition, the Inflation Reduction Act mandates changes that will affect drug pricing relating to Medicare and Medicaid for certain drugs. These mandates could change or broaden and potentially have a negative impact on the biotech, life science, healthcare and pharmaceuticals industries in which BCM and its Advisory Clients invest. Taxation of Offshore Profits. While domicile of intellectual property or manufacturing capabilities outside of the United States in some cases affords biotechnology and life sciences companies corporate tax breaks and shelters under current tax laws, political, fiscal or legislative pressures may cause existing rules to change meaningfully, potentially affecting the profitability of some of these issuers. High Risk and High-Cost Research and Development Strategies. Most biotechnology and life sciences companies embark on very costly development plans that involve scientific experiments on animals and humans to test the safety and efficacy of their products, prior to the product’s broad availability. There are multiple opportunities for cost overruns and timeline setbacks that are inherent in this process. Pipeline Failures. In the event of a pipeline failure or delay due to a safety, manufacturing or efficacy issue with a product, significant costs can be incurred, and sales can be delayed for a prolonged period while a healthcare company attempts to correct the issue or issues and negotiates with regulatory authorities to seek a path forward. Single Product Risk. Many early-stage biotechnology and life sciences companies depend on the success of one product. In the event that the product is not approved, is removed from the market, or has its approved label changed to include safety issues or a smaller addressable endmarket, these companies can swing from profitable to not profitable, or be forced to raise additional funds in the equity or debt markets at depressed prices or unfavorable terms. Product Obsolescence and Patent Risk. Science, healthcare, and the ability to deliver related services lead to a rapidly evolving marketplace. Due to the perceived high profits in these areas, competition is very high and patent life is subject to defined timeframe and invalidation risk. In many cases, multiple options are marketed by multiple companies to address medical needs and ‘newer, better’ options are constantly being approved for sale and distribution. If a company’s product offering is unable to remain relevant, or a company is unable to garner steady pricing due to a discounting for share model, profits can decline versus prior levels. If a patent is

challenged and invalidated in the courts, sales and profits may be eroded by generic competition at lower prices. Single Security Volatility. Due to inefficiencies of information flow and the velocity of change in regulatory laws and innovation, biotechnology and life sciences company securities are in many cases more volatile than those of issuers in some other market sectors. Product Liability. Biotechnology and life sciences companies are exposed to a high level of product liability risk during the testing and sales of many products. Claims against these companies can result in delay or stoppage of clinical trials, reduction of demand and revenues from products, high litigation costs, substantial fines or monetary outlays to third parties, and costly specialized consulting engagements designed to seek to rectify these sorts of problems. Specialized Workforce. Biotechnology and life sciences companies employ highly educated and trained specialists in many fields ranging from medicine to advanced research and development to manufacturing, and in many cases these specialties are unique to the industry. Due to the barriers to obtaining these skills, relevant experience, and academic degree levels, the pool of applicants is finite and most development successes depend on a company’s ability to attract, hire, and retain these highly specialized personnel. In the event that a company’s management is unsuccessful in hiring personnel who are qualified to perform in these areas, and retain them on acceptable terms, development delays and quality issues could harm the company and its ability to execute on its business model.

Pharmaceutical Company Risks. The success of pharmaceutical companies is highly dependent on the development, procurement and marketing of drugs. The values of pharmaceutical companies are also dependent on the development, protection and exploitation of intellectual property rights and other proprietary information, and the profitability of pharmaceutical companies may be significantly affected by such things as the expiration of patents or the loss of, or the inability to enforce, intellectual property rights. The research and other costs associated with developing or procuring new drugs and the related intellectual property rights can be significant, and the results of such research and expenditures are unpredictable. There can be no assurance that those efforts or costs will result in the development of a profitable drug. Pharmaceutical companies may be susceptible to product obsolescence. Pharmaceutical companies also face challenges posed by the increased presence of counterfeit pharmaceutical products, which may negatively impact revenues and patient confidence. Many pharmaceutical companies face intense competition from new products and less costly generic products. Moreover, the process for obtaining regulatory approval by the FDA or other governmental regulatory authorities is long and costly and there can be no assurance that the necessary approvals will be obtained or maintained. Pharmaceutical companies are also subject to rapid and significant technological change and competitive forces that may make drugs obsolete or make it difficult to raise prices and, in fact, may result in price discounting. Pharmaceutical companies may also be subject to expenses and losses from extensive litigation based on intellectual property, product liability and similar claims. Failure of pharmaceutical companies to comply with applicable laws and regulations can result in the imposition of civil and criminal fines, penalties and, in some instances, exclusion of participation in government sponsored programs such as Medicare and Medicaid. Pharmaceutical companies may be adversely affected by government regulation and changes in reimbursement rates. The ability of many pharmaceutical companies to commercialize current and any future products depends in part on the extent to which reimbursement for the cost of such products and

related treatments are available from third party payors, such as Medicare, Medicaid, private health insurance plans and health maintenance organizations. Third-party payors are increasingly challenging the price and cost-effectiveness of medical products. Significant uncertainty exists as to the reimbursement status of healthcare products, and there can be no assurance that adequate third-party coverage will be available for pharmaceutical companies to obtain satisfactory price levels for their products. See “Risks of Investing in the Biotechnology and Life Sciences Industries” above for a further detailed analysis. Business Dependent on Key Individual The success of BCM’s investment activities is highly dependent upon the expertise and abilities of Aaron Davis. The loss of his services could have a material adverse effect on the performance of BCM and could severely negatively impact BCM’s ability to continue to manage investments for its Advisory Clients. Micro-Cap, Small-Cap and Mid-Cap Risks BCM expects to invest in equities of micro-, small- and mid-capitalization companies. While, in BCM’s opinion, the securities of micro-, small- and mid-cap issuers may offer the potential for greater capital appreciation than investment in securities of larger-cap issuers, securities of micro-, small- and midcapitalization issuers may also present greater risks. For example, some micro-, small- and mid-cap issuers have limited product lines, markets, or financial resources and may be dependent for management on one or a few key persons. Their securities may be thinly traded, may be followed by fewer investment 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. In addition, due to thin trading in many smaller capitalization stocks, an investment in such stocks may be characterized by reduced liquidity. Further, the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) is potentially higher than for larger, “blue-chip” companies. The market prices of securities of micro-, small- and mid-cap issuers are generally more sensitive to changes in earnings expectations, corporate developments, and market rumors than are the market prices of larger-cap issuers. Transaction costs in securities of micro-, small- and mid-cap issuers may be higher than in those of largecap issuers. There may be less information about micro-, small and mid-cap companies than larger cap companies. Limited Diversification Given BCM’s focus on biotechnology and life science industries, an Advisory Client’s portfolio may not be as diversified as other investment vehicles. Because BCM is expected to concentrate Advisory Clients’ investments in a limited number of industries, issuers and strategies, performance may become more susceptible than a diversified portfolio to fluctuations in value or loss resulting from adverse economic or business conditions that affect those industries, issuers and strategies. Accordingly, Advisory Client should expect that performance will be subject to high volatility. Turnover; Excessive Trading Risk Certain investments will be traded on the basis of short-term market considerations. The portfolio turnover rate of those investments may be significant, potentially involving substantial brokerage commissions and fees. These commissions and fees will, of course, reduce profits. Exposure to Material Non-Public Information From time to time, BCM is expected to come into possession of MNPI. As a consequence of BCM’s inability to use MNPI for investment purposes under applicable securities laws and/or BCM’s internal policies, investment flexibility of BCM’s Advisory Clients would be expected to be constrained. For example, an Advisory Client may be restricted from initiating a transaction or selling an investment which,

if MNPI had not been known, it otherwise may have been undertaken on account of applicable securities laws and/or BCM’s internal policies and practices. BCM anticipates that, to minimize the impact of such restrictions, it may elect not to receive MNPI in certain situations in which such an election is available. As a result of any of the foregoing, an Advisory Client may be adversely affected because of BCM’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent BCM from pursuing investment opportunities, require the sale of part or all of an Advisory’s Client’s position in an issuer on a timeline or in a manner deemed undesirable by BCM or designate such position as a designated investment as described in the Advisory Client’s governing documents. Consequently, there can be no assurance that an Advisory Client will be able to participate in all potential investment opportunities that fall within its investment objectives. Leverage BCM may use leverage for certain Advisory Clients for investment and hedging purposes and may obtain such leverage in any manner deemed appropriate by BCM, including, but not limited to, trading on margin and borrowing under credit facilities. In addition, BCM may utilize bank and/or Broker-provided financing in order to increase the capital available for investment in its trading of equities and similar financial instruments. The degree of leverage BCM may utilize may not be limited to any predetermined level, but will be subject to applicable legal, regulatory, bank or Broker-imposed leverage limitations. The amount of borrowings that may be outstanding at any time may be large in relation to an Advisory Client’s capital. Consequently, the level of interest rates, generally, and the rates at which an Advisory Client can borrow, in particular, will affect the operating results of the Advisory Cient. As a result of trading with leverage, a relatively small price movement in a financial instrument may result in immediate and substantial losses to an Advisory Client. Thus, like other leveraged investments, any trade may result in losses in excess of the amount invested. An Advisory Client may lose more than its initial margin deposit on a trade. In addition, if an Advisory Client is in a leveraged position, any losses would be more pronounced than if leverage were not used and, under particularly adverse circumstances, could exceed its capital. In general, BCM’s use of margin and other borrowings results in certain additional risks to an Advisory Client. For example, should the financial instruments purchased by an Advisory Client on margin or using other borrowings decline in value, an Advisory Client could be subject to a “margin call” or other collateral call, pursuant to which the Advisory Client must either deposit additional funds or assets with the Broker or lender or suffer mandatory liquidation of the relevant financial instruments. In the event of a sudden precipitous drop in the value of an Advisory Client’s assets, the Advisory Client might not be able to liquidate assets quickly enough to cover a margin call or other collateral call. Short Sales BCM expects to engage in short sales when it believes securities are overvalued. It may also do so for hedging purposes. Short sales are sales of securities that are borrowed but not actually owned, usually made with the anticipation that the prices of the securities will decrease and result in a profit by purchasing the securities at a later date at the lower prices. An Advisory Client will incur a potentially unlimited loss on a short sale if the price of the security increases prior to the time it purchases the security to replace the borrowed security. A short sale presents greater risk than purchasing a security outright since there is no ceiling on the possible cost of replacing the borrowed security, whereas the risk

of loss on a “long” position is limited to the purchase price of the security. Closing out a short position may cause the security to rise further in value, creating a greater loss. Short sale transactions are sometimes subject to increased regulatory scrutiny in response to market events, including the imposition of restrictions on short selling certain securities and reporting requirements. BCM’s ability to execute a short selling strategy may be materially and adversely impacted by temporary and/or new permanent rules, interpretations, prohibitions, and restrictions adopted in response to these adverse market events. Temporary restrictions and/or prohibitions on short selling activity may be imposed by regulatory authorities with little or no advance notice and may impact an Advisory Client’s prior trading activities. Additionally, the SEC, its foreign counterparts, other governmental authorities and/or self-regulatory organizations may at any time promulgate permanent rules or interpretations consistent with such temporary restrictions or that impose additional or different permanent or temporary limitations or prohibitions. The SEC might impose different limitations and/or prohibitions on short selling from those imposed by various non-U.S. regulatory authorities. These different regulations, rules or interpretations might have different effective periods. Trading on Exchanges in Non-U.S. Jurisdictions. BCM may engage in trading on exchanges outside the United States. Trading on such exchanges is not regulated by any United States governmental agency and may involve certain risks not applicable to trading on United States exchanges. For example, some foreign exchanges are “principals markets” in which performance is the responsibility only of the individual member with whom the trader has entered into a trade and not of an exchange or clearing organization. Moreover, such trading may be subject to whatever regulatory provisions are applicable to transactions effected outside the United States, whether on foreign exchanges or otherwise. Trading on foreign exchanges involves the additional risks of expropriation, burdensome or confiscatory taxation, moratoriums and investment controls, or political or diplomatic events that might adversely affect trading activities. The risks of investing in non-U.S. securities and other financial instruments may also include reduced and less reliable information about issuers and markets, less stringent accounting standards, illiquidity of securities and markets and higher brokerage commissions and custody fees. Furthermore, foreign trading is also subject to the risk of changes in the exchange rate between United States dollars and the currencies in which financial instruments traded on such exchanges are settled. Some foreign futures exchanges require margin for open positions to be converted to the “home currency” of the contract. Whenever margin is held in a foreign currency, an Advisory Client is exposed to potential gains or losses if exchange rates fluctuate. Hedging Transactions BCM utilizes certain financial instruments both for investment purposes and for risk management/hedging purposes. Since the characteristics of many financial instruments change as markets change or time passes, the success of BCM’s strategy will also be subject to its ability to continually recalculate, readjust and execute its strategy in an efficient and timely manner. While BCM may enter into transactions to seek to reduce risk, such transactions may result in a poorer overall performance for an Advisory Client than if it had not engaged in any such transactions. Imperfect correlation between positions across an Advisory Client’s portfolio may prevent the Advisory Client from achieving its intended exposure or position size, which may expose the Advisory Client to risk of loss. Moreover, it should be noted that the portfolio will always be exposed to certain risks that cannot be mitigated, such as credit risk (relating both to particular financial instruments and counterparties) and “widening” risk. Although risk management and monitoring is an integral component of BCM’s internal processes, BCM is not required to apply any specific risk management or portfolio diversification policies in managing an

Advisory Client’s portfolio. To the extent that an Advisory Client engages in transactions intended to hedge certain market risks, an Advisory Client may have exposure to movements of indices, economies or other market characteristics. BCM does not expect to attempt to hedge or mitigate all, or even most, of such risks. In fact, a number of the risks to which an Advisory Client’s portfolio is subject cannot be effectively hedged or mitigated. Loans of Portfolio Securities BCM may, on behalf of its Advisory Clients, lend portfolio securities on terms customary in the securities industry, enter into reverse repurchase agreements or enter into other transactions constituting a loan of an Advisory Client’s assets. The intent of securities lending activities is to increase income through the receipt of interest on the loan. In the event of a default or the bankruptcy of the other party to a securities loan, there can be delays in recovering the securities lent, and there is no assurance that the securities will be recovered. To the extent that the value of the securities lent has increased, the Advisory Client could experience a loss if such securities are not recovered. Private Investments BCM periodically makes investments in unregistered securities, often purchased in private placements with private companies at various stages of their development. Investments in the private equity of companies at an early stage of development involve a high degree of business and financial risk. Earlystage companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately solved. Early-stage companies with little or no operating history can require substantial additional capital to support expansion or to achieve or maintain a competitive position, which could produce substantial variations in operating results from period to period or result in the early-stage company operating at a loss. Investments in start-up or other early-stage companies can depend significantly on an entrepreneur or management team. Such companies face intense competition, including competition from companies with greater financial resources, more extensive development, better marketing and service capabilities and a larger number of qualified management and technical personnel. Such risks can adversely affect the performance of such investments and result in substantial losses. There can be no assurance that such companies will ever be profitable or even have assets or products that generate meaningful revenue. Lack of Liquidity of Private Investments in Public Equities (“PIPEs”) and other Investments. Advisory Client portfolios may include PIPEs, which include restricted securities purchased directly from an issuer in a private placement with registration of those securities for public resale expected to become effective generally between 120 and 180 days from the date of purchase, subject to extension in certain circumstances. BCM may also purchase for Advisory Clients securities of private issuers that intend to go public in the short term. Such securities may be thinly traded, making purchase or sale of such securities at desired prices or in desired quantities difficult or impossible and unlikely to provide current income. Unless and until registration occurs, there is likely to be no market for the restricted securities, the sale of any such securities may be possible only at substantial discounts, and it may be extremely difficult at times to value any such investments accurately. Convertible Securities BCM may invest in convertible securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed,

converted or exchanged. Convertible securities generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics, and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixedincome security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to withdrawal at the option of the issuer at a price established in the convertible security’s governing instrument. Any of these actions could have an adverse effect on the Fund. Warrants Advisory Clients may have exposure to warrants. Warrants generally give the holder the right to receive, upon exercise, a security of an issuer at a stated price. Risks associated with the use of warrants are generally similar to risks associated with the use of options. Unlike most options, however, warrants are issued in specific amounts and warrants generally have longer terms than options. Warrants are not likely to be as liquid as exchange-traded options backed by a recognized clearing agency. In addition, the terms of warrants may limit an Advisory Client’s ability to exercise the warrants at such time, or in such quantities, as the Advisory Client would otherwise wish. American Depositary Receipts and Global Depositary Receipts BCM can invest Advisory Clients’ assets in ADRs and GDRs (as each term is defined below). 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 are listed on a national securities exchange or are 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 foreign 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 security 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 non-exchangeability), 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 can have a material adverse effect on the performance of such investments and could result in substantial losses. Illiquid Investments Certain financial instruments held by Advisory Clients may become subject to legal or contractual restrictions on their resale, thereby making purchases or sales at desired prices or in desired quantities difficult. Illiquid financial instruments may be required to be held for a lengthy period of time and often require more time to sell and result in higher brokerage charges or dealer discounts and other selling expenses than does the sale of financial instruments eligible for trading on national securities exchanges

or for which there is an active over-the-counter market. In addition, due to thin trading in certain financial instruments or assets, investments in such financial instruments or assets may be less liquid than alternative investments for which there is a more active trading market, which could cause (for example) a Fund to suspend net asset value calculations and/or withdrawals. Therefore, an Advisory Client’s investments in illiquid or thinly traded financial instruments or assets may reduce the returns of the Advisory Client because it may be unable to sell the illiquid or thinly traded financial instruments or assets at an advantageous time or price, and such financial instruments may become designated investments (as described in an Advisory Client’s government documents). Also, the size of an Advisory Client’s positions may magnify the effect of a decrease in market liquidity for the financial instruments it trades. As in the past, changes in the overall market leverage (e.g., deleveraging or liquidations by other market participants of the same or similar positions) also may adversely affect the Advisory Client’s positions. Exchange Traded Funds BCM may invest in and sell short shares of exchange traded funds (“ETFs”) and other similar instruments. ETFs are funds that track a particular basket or index of securities traded on a public exchange, such as NYSE Arca. ETF investments are subject to the risks arising from the portfolio of underlying stocks, including market and issuer risks, but may also present certain unique risks. It is possible for the value of ETFs to fall or to rise more slowly than the stock market as a whole even when stock prices in general are rising. In addition, the fees and expenses charged by such ETFs result in an additional level of fees and greater expense to an Advisory Client than would be associated with direct investment. New Issues BCM may invest in “new issues,” or equity securities of initial public offerings. The purchase of new issues involves greater risk than securities trading in general. The prices of new issues may not increase as expected and, in fact, may decline more rapidly. While most people assume that new issues will trade at a premium to their issue price until they are liquidated, there is no guarantee that this will occur. In order for an Advisory Client to invest in new issues, the Advisory Client (including investors in a Fund) must represent and warrant that it either is or is not restricted from participating in such new issues pursuant to FINRA Rules 5130 and 5131, and BCM will be relying on such representations and warranties in engaging in its business activities. Advisory Clients who are so restricted may not participate in some or all of the gains, losses or expenses related to new issues in compliance with FINRA rules. Competition The investment industry is extremely competitive. In pursuing its investment and trading methods and strategies, BCM will compete with securities firms, including many of the larger investment advisory and private investment firms, as well as institutional investors and, in certain circumstances, market-makers and Brokers. In relative terms, BCM may have little capital and may have difficulty in competing in markets in which competitors have substantially greater financial resources, more sophisticated technologies, larger research staffs, and more investment professionals than BCM has or expects to have in the future. In any given transaction, investment and trading activity by other firms will tend to narrow the spread between the price at which an investment may be purchased by an Advisory Client and the price it expects to receive upon consummation of the transaction. Suspension of Trading For all securities traded on public exchanges, each exchange typically has the right to suspend or limit trading in all securities that it lists. Such a suspension could render it impossible for BCM to liquidate Advisory Clients’ positions and thereby expose it to losses. In addition, there is no guarantee that nonexchange markets will remain liquid enough for BCM to close out an Advisory Client’s positions.

Cybersecurity With the increased use of the Internet and because information technology (“IT”) systems and digital data underlie most of BCM’s operations, Advisory Clients, BCM, and BCM’s service providers and vendors (collectively “Service Providers”) are exposed to the risk that their operations and data may be compromised as a result of internal and external cyber failures, breaches or attacks (“Cyber Risk”). This could occur as a result of malicious or criminal cyber-attacks. Cyber-attacks include actions taken to: (i) steal or corrupt data maintained online or digitally, (ii) gain unauthorized access to or release confidential information, (iii) shut down a Service Provider website through denial-of-service attacks or (iv) otherwise disrupt normal business operations. However, events arising from human error, faulty or inadequately implemented policies and procedures or other systems failures unrelated to any external cyber threat may have effects similar to those caused by deliberate cyber-attacks. Moreover, the ever-changing methods and technologies used to obtain unauthorized access to systems through means such as thirdparty acts, computer error, malicious code, employee error or malfeasance mean that such issues are not known until used against a potential target. Therefore, BCM and the Service Providers may be unable to anticipate the destructive or invasive methods and technologies that could be used against their systems or to implement adequate protections. Successful cyber-attacks or other cyber failures or events affecting Advisory Clients, BCM or the Service Providers may adversely impact Advisory Clients (including investors in a Fund) or cause an investment to lose value. For instance, such attacks, failures or other events may interfere with the processing of subscriptions and withdrawals, impact the calculation of a Fund’s Net Asset Value, cause the release of private investor information or confidential Advisory Client information, impede trading or cause reputational damage. Such attacks, failures or other events could also subject an Advisory Client, BCM or its Service Providers to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. Insurance protection and contractual indemnification provisions may be insufficient to cover these losses. An Advisory Client or its Service Providers may also incur significant costs to manage and control Cyber Risk. While certain of BCM’s Service Providers may have established IT and data security programs and have in place business continuity plans and other systems designed to prevent losses and mitigate Cyber Risk, there are still inherent limitations in such plans and systems, including the possibility that certain risks have not been identified or that cyber-attacks may be highly sophisticated. In addition, a breach in the security of the systems used by BCM or the Service Providers could result in the theft, disclosure, or loss of investor, proprietary, and other sensitive information relating to BCM and/or an Advisory Client, which in turn could lead to litigation in which an Advisory Client could incur liability. Cyber Risk is also present for issuers of securities or other financial instruments in which BCM invests, which could result in material adverse consequences for such issuers, and may cause an Advisory Client’s investment in such issuers to lose value. Business Continuity and Disaster Recovery Risks In managing assets for Advisory Clients, BCM relies on IT and data management systems, which can fail or be subject to interruption or destruction caused by natural or man-made occurrences such as extreme weather, fires, earthquakes, power loss, telecommunications failures, terrorist attacks, hacking, breakins, sabotage, intentional acts of destruction, vandalism, or similar events or misconduct. Any failure, interruption or destruction of BCM’s IT systems or data management systems could have a material adverse impact on the operations of BCM and/or Advisory Clients.

BCM has in place information security, incident response, backup, and disaster recovery procedures intended to prevent or mitigate damage if such an event occurs. However, a breach could nevertheless occur, and such procedures could fail or be insufficient to avoid, mitigate or remedy the breach. Control Positions Certain Advisory Clients in limited circumstances may take control positions in companies. The exercise of control over an issuer imposes risks of liability for environmental damage, product defects, failure to supervise management, indirect securities liability and other types of related liability. If such liabilities were to occur, the applicable Advisory Client likely would suffer losses in such investments, especially if the Advisory Client was deemed to be a “control person.” In addition, Advisory Clients may take some positions that exceed 10% of the voting shares of a company or in which employees of BCM serve on the board of directors of the company or in which the market value of the Advisory Client’s position in the company exceeds certain thresholds required for notice under the Hart-Scott-Rodino Act premerger notification program. In some cases, these positions may be in private companies. As a result of such positions, the Advisory Clients could be subject to various U.S. and non-U.S. regulatory and legal requirements which would limit BCM’s or the Advisory Clients’ ability to transact in the securities of the issuing company. Venture Capital Investments Advisory Clients may invest in interests in limited partnerships devoted to early-stage venture capital investments or directly in such companies, which is a segment of the venture capital business with the highest degree of investment risk. Typically, the portfolio companies in which such limited partnerships invest have no operating history, unproven technology, untested management, and unknown future capital requirements. These companies often face intense competition, often from established companies with much greater financial, manufacturing and technical resources, more marketing and service capabilities, and a greater number of qualified personnel. To the extent there is a public market for the securities of these companies, they may be subject to abrupt and erratic market price movements. Investments by Advisory Clients in limited partnerships focused on investments of this type will be highly speculative and may result in the loss of the Advisory Client’s capital contributions in respect of such investments. There can be no assurance that any such losses will be offset by gains (if any) realized in other investments of the Advisory Client. Accordingly, the Advisory Client may lose all of the monies invested directly or indirectly in such investments. Special Purchase Acquisition Companies SPACs are companies/trusts with no operations that go public with the intention of merging with or acquiring an existing operating company. The assets of these vehicles are generally held in escrow by an independent third-party trustee or custodian and cannot be accessed by the SPAC management without shareholder approval. Many SPACs will never acquire a company and they will simply liquidate upon expiration of the time limit by which they must complete an acquisition. Because SPACs generally invest in short-term U.S. government securities or other low-risk investments, the portion of an Advisory Client’s assets that are invested in SPACs may have less potential for appreciation as compared to the Advisory Client’s other investments. Trade Errors Trading errors are an intrinsic factor in any complex investment process and will occur notwithstanding the exercise of due care and the existence of procedures reasonably designed to prevent such errors. Such errors might include, for example, incorrect entry of a trade into an electronic trading system, errors when reconciling trade activity, or drafting errors related to derivatives contracts or confirmations. Except to the extent required by non-waivable provisions of federal or state securities laws and ERISA, a Fund

(and not the general partner or BCM) will bear any losses resulting from portfolio management, trading or administrative errors in connection with such Fund’s investment activities in the absence of a breach of the applicable standard of care by BCM or its affiliates or personnel. Any gains or benefits that result from trade errors will also accrue to the Fund. Coding errors related to BCM’s trading activities systems generally are not considered to be “trade errors” under BCM’s trade error policies, as described above, and BCM will not be liable to a Fund for such coding errors.

BCM has procedures in place to monitor this involvement and identify and mitigate conflicts of interest, which may include, in circumstances deemed appropriate by BCM, imposing information barriers/ethical walls to limit the flow of sensitive information or recusing certain personnel from decisions that may involve a conflict of interest. in limited circumstances, certain employees of BCM may invest in other private funds and provide strategic advice to such funds which are not competitive with funds that BCM advises. BCM requires employees to obtain pre-approval for such activity through its outside business activities policies and procedures to ensure that any associated conflicts are mitigated. This may include, for example, approving only such activities where the other private fund does not invest in similar investments as the funds that BCM advises. BCM does not recommend or select other investment advisers for its Advisory Clients and does not receive compensation directly or indirectly from other advisers.

Employees must at all times place the interests of BCM’s Advisory Clients first; Employees must make sure that all personal securities transactions are conducted consistent with the Code of Ethics; Employees should not take inappropriate advantage of their positions at BCM; and Employees must comply with all applicable securities laws.

The Code of Ethics is designed to avoid actual and potential conflicts of interest and ensure that the personal securities transactions, activities, and interests of the Access Person and certain related parties will not interfere with (i) making decisions in the best interest of Advisory Clients; and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. In addition, BCM’s Compliance Manual establishes policies and procedures applicable to the firm and its employees, including policies and procedures relating to restrictions and reporting on certain business gifts and entertainment, restrictions on political contributions, the firm’s whistleblower policy, the prevention of insider trading, the resolution of conflicts of interest with Advisory Clients, and preapproval of outside business activities. BCM will provide a copy of its Code of Ethics to any Fund investor, prospective investor or Advisory Client upon request. Employees are required to certify their receipt and adherence to the Compliance Manual and its constituent Code of Ethics upon commencement of employment and on at least an annual basis thereafter. Under the Code of Ethics, employees of BCM are generally prohibited from trading in securities in the healthcare industry as defined in and/or determined pursuant to the Code of Ethics, except as approved by the Chief Compliance Officer (“CCO”) after due consideration of BCM’s fiduciary duties to its Advisory Clients. The healthcare industry generally represents the range of securities within the focus of BCM for client investment and, for purposes of the trading prohibition, includes any ETFs with an investment strategy focused on biotechnology. Any security in the healthcare industry that an employee holds at the time of joining BCM or becoming subject to BCM’s Code of Ethics must be disclosed, and consent must be obtained by the CCO prior to selling all or a portion of the position. Furthermore, under the Code, BCM employees must, subject to certain limited exceptions, provide reporting regarding their accounts and transactions including: • Initial and annual holdings reports; and

Quarterly transaction reports.

Employees must also obtain pre-approval before receiving an allocation of an initial public offering (“IPO”) or acquiring beneficial ownership in securities in a private placement or investment opportunity of limited availability. BCM utilizes MyComplianceOffice Inc. (“MCO”) in its electronic pre-clearance, employee personal trade monitoring/surveillance functions and collection of employee compliance certifications and attestations. Personnel are instructed on the proper methods and terms of use of the MCO system with respect to their obligations under the Code of Ethics upon initial hire and periodically as circumstances warrant. Outside Business Activities An employee’s outside business activity could create a conflict of interest with an Advisory Client or BCM. Consequently, employees must obtain pre-approval from the CCO before engaging in outside business activities. Restrictions on Gifts and Entertainment From time to time, employees receive gifts and/or entertainment from clients, intermediaries, or service providers to BCM or investors in a Fund, which could have the appearance of affecting or does actually affect the judgment of the employees, or the manner in which they conduct business. Consequently, BCM has a policy governing gifts and entertainment that includes approval or reporting processes for gifts and entertainment provided to or given by BCM employees over certain dollar thresholds. Insider Trading Policies and Procedures BCM maintains insider trading policies and procedures (the “Insider Trading Policies”) which are designed to prevent the misuse of material non-public information by BCM and its supervised persons. In accordance with these policies, BCM maintains a “restricted list”. Public companies about which BCM has or is expected to have material, non-public information, are placed on the restricted list. While an issuer is on the restricted list, BCM and each person subject to the insider trading policy are prohibited from purchasing, selling or recommending the purchase or sale of that issuer’s securities in personal accounts and client accounts. On a periodic basis, BCM employees will be required to certify to their compliance with the firm’s Compliance Manual and Code of Ethics, including the Insider Trading Policies. Participation or Interest in Client Transactions Potential Conflicts of Interest From time to time, consistent with the Advisory Clients’ governing documents and applicable law, BCM may recommend that one or more Advisory Clients acquire or sell an investment with respect to which BCM or a BCM employee has a pre-existing direct or indirect interest or a close personal relationship, which in either case could create the appearance of a potential conflict of interest. A potential conflict of interest could arise in that BCM or the interested related person could benefit from such a purchase or sale of the applicable investment by such Advisory Client(s). However, the Code of Ethics is designed

to identify and manage conflicts of interest to the extent they arise in connection with such transactions, and to ensure that BCM fulfills its role as a fiduciary to its Advisory Clients. Specifically, an affiliate of BCM will assist with the strategy and management of one or more privately held research and development entities dedicated to the discovery and development of therapeutics (the “Discovery Entities”). BCM, its employees and affiliates may invest in such Discovery Entities, and thirdparty investors (which may include Advisory Clients or investors in the Funds) may also invest. If one or more programs at a Discovery Entity achieves significant progress, it is expected that a new privately held company will be formed and will attempt to acquire financing from third party biotech investors to enable further advancement of such program(s). Advisory Clients may invest in such companies provided that BCM determines that such company represents an appropriate opportunity for the Advisory Client based upon the terms offered the Advisory Client. An investment in such companies creates a potential conflict of interest and may be deemed a “principal transaction”, as BCM may cause an Advisory Client to invest in an entity owned and/or managed by an affiliate of BCM. There is no assurance that an Advisory Client’s investment in any such company will be successful. BCM or its related persons, in their capacities as general partners in, advisers to, or equity owners of certain Funds or Accounts, have financial interests in such Funds or Accounts. The terms of investment, including economic and liquidity terms, applicable to BCM or such related persons may be more favorable than the terms available to other investors in a Fund or other Accounts and the other investors/Accounts will not be provided with notice of such terms or an opportunity to invest on such terms. In addition, the fact that BCM or its related persons have such financial interests in a Fund or Account could create an incentive to make a different investment decision than if such parties did not have such financial interests. For example, BCM or its related persons could favor funds in which they have an ownership interest or greater performance-based compensation. Also, performance-based compensation could incentivize investment decisions that are riskier or less risky than would be made in the absence of such performance-based compensation. BCM manages this potential conflict through policies and procedures to ensure fair and equitable treatment of all Advisory Clients, as well as regular monitoring of the Advisory Client portfolios to ensure consistency with Advisory Client objectives and disclosures, as more fully set forth in Item 13 below.

Brokers and dealers are selected by BCM on the basis of best execution, which will be determined by taking into account, among other things: • financial strength of the broker; • the actual executed price of the security and the broker's commission rates; • research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis), custodial and other services provided by such brokers and/or dealers that are expected to enhance the Adviser's general portfolio management capabilities; • the size and type of the transaction; • the difficulty of execution and the ability to handle difficult trades; • the operational facilities of the brokers and/or dealers involved (including back-office efficiency); • the ability to handle a block order for securities; • the ability to commit capital to facilitate principal transactions; • general reputation, disciplinary history, and stability (financial or otherwise); • responsiveness; • access to direct access trading; • efficiency of execution and error resolution; and • willingness to accrue and pay for approved and qualifying soft dollar products. In selecting brokers to execute transactions, BCM need not solicit competitive bids and does not have an obligation to negotiate brokerage commission costs. Thus, Advisory Clients are deemed to be paying for other products and services provided by the broker which are included in the transaction charges. In exchange for the direction of portfolio transaction dollars to certain brokers, credits are generated which are used by BCM to pay for the products and services provided, or paid for, by such brokers. To the extent the clients’ portfolio transactions generate such credits or products and services are provided, BCM or the Advisory Clients’ accounts will be receiving a benefit by reason of the direction of commissions. BCM does not permit Advisory Clients to seek or to limit or restrict BCM’s authority in making the determination of the brokers with whom orders for the purchase or sale of securities are placed for execution, and the commission rates at which such securities transactions are effected. BCM may use “soft dollars” generated by its trading activities to obtain research and brokerage services that provide lawful and appropriate assistance to BCM in carrying out its investment decision-making responsibilities and trade execution. When engaging in soft dollar transactions, BCM will comply with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under this provision, in exercising its discretionary authority to select or arrange for the selection of brokers for execution of transactions for Advisory Clients, and, subject to its duty to obtain best execution, BCM may consider the value of research and brokerage products and services (collectively, “Research”) provided by such brokers. Research refers to advice provided either directly, electronically, or in hard copy as to the value of securities, the advisability of investing in, purchasing or selling securities and the availability of securities or purchasers or sellers of securities, and may include, among other things, research reports

(including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services and other information that assists a Portfolio Manager in making investment decisions or evaluating the performance of accounts. Accordingly, if BCM determines in good faith that the commissions charged by a broker are reasonable in relation to the value of the brokerage and products or services provided by such broker, an Advisory Client may pay commissions to such broker in an amount greater than the amount another broker might charge. If BCM elects to pay for a product or service that is deemed to be “mixed-use,” a conflict of interest arises, since such research product or service partially benefits BCM. BCM will make a reasonable and justifiable allocation of the cost of the product or service according to its use and document the decision process that determines the eligible/non-eligible allocation. BCM will allocate the costs of any “mixed use” products or services, so that only the portion of such products or services that relate to research or execution will be paid for with soft dollars, and the remainder will be paid for by BCM. BCM uses the brokerage and research products and services to benefit clients other than those whose trades generated the soft dollar commissions. In such cases, certain Advisory Clients will obtain a disproportionate benefit in soft dollar paid research and/or services compared to the amount of soft dollars they generate, or vice versa. Soft dollars will not be accrued on principal trades, trades an Advisory Client directs to a particular broker in exchange for services received by the client (“client directed brokerage”), or on error-correcting trades. BCM’s use of client commissions to obtain research and brokerage products and services creates a conflict of interest for BCM. BCM will not have to pay for the research or brokerage products and services itself. This creates an incentive for BCM to select a broker to effect client securities transactions based on BCM’s interests in obtaining the research or brokerage products and services, rather than on the Advisory Client’s interest in paying the lowest available commission rate on the transaction. Furthermore, BCM’s relationships with brokers that provide soft dollar services influence BCM’s judgment and create conflicts of interest in allocating brokerage business between firms that provide soft dollar services and firms that do not. BCM has an incentive to select a broker based on BCM’s interest in receiving soft dollar services rather than Advisory Clients’ interest in receiving the most favorable execution. These conflicts of interest are particularly influential to the extent that BCM uses soft dollars to pay expenses it would otherwise be required to pay itself. BCM has adopted policies and procedures to address these conflicts and BCM’s use of soft dollars to obtain research or brokerage products and services, including a periodic review of the execution performance of the brokers. The review can consider various factors, such as, the average commission rate charged by each broker, the services provided by the broker other than execution, the value of the research provided by each broker, whether the execution and other services provided by the broker were satisfactory, and the broker’s responsiveness. BCM may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to BCM’s Advisory Clients or recommend Advisory Clients, including the Funds, as an investment to their clients. BCM may place Advisory Client portfolio transactions with firms who

have made such recommendations or provided capital introduction opportunities, if BCM determines that it is otherwise consistent with seeking best execution. Doing so presents a potential conflict of interest. In no event, however, will BCM select a broker-dealer as a means of remuneration for recommending BCM or any other product managed by BCM (or an affiliate) or affording BCM with the opportunity to participate in capital introduction programs. BCM anticipates that it may purchase or sell the same security for more than one Advisory Client at or near the same time and using the same executing broker. When BCM has determined that an investment opportunity is appropriate for multiple clients at or near the same time, BCM, in its sole discretion, will determine whether to aggregate the client orders for the purchase or sale of the same securities at or near the same time with the same broker-dealer. Such aggregation may enable BCM to obtain for Advisory Clients a more favorable price or a better commission rate based upon the volume of a particular transaction. In cases where BCM determines to not aggregate orders (for example, where an Advisory Client’s investment management agreement or governing documents do not permit aggregation), those benefits may not be available. When an aggregated order is completely filled, BCM will generally allocate the securities purchased or proceeds of sale pro rata among the participating accounts, based on the respective desired size of the purchase or sale order and the investment interests, objectives and/or guidelines applicable to that Advisory Client. Adjustments or changes may be made from the foregoing under certain circumstances, including but not limited to the following: available investable capital; portfolio and risk management strategies; tax, legal, regulatory (e.g., SEC and Federal Trade Commission rules and regulations) matters; actual and desired asset levels and cash flow considerations; portfolio liquidity; timing and size of capital contributions and redemptions; market conditions; whether certain accounts would receive nominal or de minimis allocation amounts; portfolio concentration; and participation in prior investments in the same issuer, among other factors. If the order at a particular broker is filled at several different prices, through multiple trades, generally all such participating accounts will receive the average price and pay the average commission, subject to odd lots, rounding, and market practice. To the extent an order is price-averaged, an Advisory Client account participating in the trade may pay a higher price than if BCM did not aggregate the order. If an aggregated order is only partially filled, BCM's procedures provide that the securities or proceeds are to be allocated pro rata or in another manner deemed fair to Advisory Clients. In the course of carrying out trading and investing responsibilities for Advisory Clients, “trade errors” may occur (i.e., errors in executing specific trading instructions). Examples of trade errors include, but are not limited to: (i) buying or selling an asset at a price or quantity that is inconsistent with the specific trading instructions generated by BCM; or (ii) buying rather than selling a particular asset (and vice versa). It is BCM’s policy to take the utmost care in making and implementing investment decisions for its Advisory Client accounts. See Item 8 above for additional information regarding trade errors.

BCM and the Funds have engaged an independent administrator (the “Fund Administrator”) to help Fund Investors with subscription, account maintenance, performance tracking and periodic informational matters. Fund Investors will receive an annual financial statement audited by an independent accounting firm registered with and subject to inspection by the Public Company Accounting Oversight Board, and in accordance with U.S. Generally Accepted Accounting Principles, within 120 days of the Fund’s fiscal year end. Fund Investors will also receive monthly performance estimates and quarterly performance reporting, in writing, and will have access to periodic written account statements directly from the Fund Administrator. Reporting with respect to BCM’s Accounts will be determined at the time of engagement and agreed upon with the applicable Advisory Client.

BCM may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to BCM’s Advisory Clients or recommend Advisory Clients, including the Funds, as an investment to their clients. BCM may place Advisory Client portfolio transactions with firms who have made such recommendations or provided capital introduction opportunities, if BCM determines that it is otherwise consistent with seeking best execution. Doing so presents a potential conflict of interest. In no event, however, will BCM select a broker-dealer as a means of remuneration for recommending BCM or any other product managed by BCM (or an affiliate) or affording BCM with the opportunity to participate in capital introduction programs.

Such investments when owned by a private fund are generally exempted from the requirement that such assets be maintained with a qualified custodian. BCM may, at times, maintain such securities on behalf of the Funds or maintain them with the issuer or the issuers’ transfer agents rather than with a qualified custodian.

The Governing Documents of the Funds do not typically place limitations on BCM’s authority to manage such Funds, and it is not anticipated that investment management agreements for Accounts will place such limitations. In all cases, however, BCM’s discretion is to be exercised in a manner consistent with the stated investment objectives for the applicable Advisory Client.

BCM generally will vote with management on routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated), selection of auditors, and increases in or reclassification of common stock. BCM will vote non-routine matters on a case-by-case basis and consider factors that BCM deems relevant. At times, BCM may abstain from voting proxies, if doing so is in the best interest of its Advisory Clients, or otherwise appropriate, such as when its Advisory Clients have exited their position in a particular issuer. BCM will not allow its Investors to direct BCM’s vote in a particular situation. When voting proxies, BCM will seek to identify and address material conflicts that may arise between BCM’s interests and those of the Advisory Client. Specifically, if BCM determines that a conflict of interest exists as to a particular issuer, relevant personnel and the CCO will together determine whether the conflict is material to the vote. If it is determined not to be material, BCM will proceed without further procedures. If it is determined to be material, BCM will resolve the conflict in one of several possible ways, such as by engaging a third party to recommend a vote or voting in accordance with a predetermined policy, if any. BCM may abstain from voting proxies when BCM believes that it is appropriate to do so. Advisory Clients and investors in a Fund can request a copy of BCM’s proxy voting policies and procedures, as well as information on how BCM has voted proxies for their Account or Fund in which they have an investment from BCM.