Sirenia Capital Management LP: investment adviser

The Firm also provides discretionary investment management services to a private fund sponsored by the Firm or an affiliate whose investors are all employees or affiliates of the Firm (the “Fund”, and together with the Investor Dedicated Vehicle, the “Funds”). The general partner of the Fund is Sirenia Capital GP LLC, an affiliate of the Firm. The Investor Dedicated Vehicle invests primarily in long and short public equity positions in healthcare and biotechnology companies, and the Fund generally invests alongside the Investor Dedicated Vehicle on a pari passu basis, subject to the considerations described in Item 6. The SMA consists of legacy long public equity investments in healthcare and biotechnology companies and is not expected to make any additional investments, nor reinvest or recycle any proceeds received in the SMA. The Firm also provides non-discretionary investment advisory services to a separate account, which invests primarily in private healthcare and biotechnology companies (the “Non-Discretionary Account”). Please see Item 8 for a summary description of the Clients’ (defined below) investment strategies. The Firm may also provide investment advice to additional private funds or SMAs in the future. References throughout this document to “Clients” refers to the Investor Dedicated Vehicle, the Fund, the SMA, the Non-Discretionary Account and any other private funds or SMAs that the Firm may advise in the future. The descriptions set forth in this Brochure of specific advisory services that the Firm offers to Clients, and investment strategies pursued and investments made by the Firm on behalf of Clients, should not be understood to limit in any way the Firm’s investment activities. The Firm may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Firm considers appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies the Firm pursues 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. Clients will be managed in accordance with their own investment and trading objectives, as described in their respective offering documents, governing documents and investment management agreements, as applicable (collectively, the “Governing Documents”). The Firm does not intend to permit investors in the Fund to impose limitations on the investment activities described in the Fund’s Governing Documents. The Firm does not participate in wrap fee programs. As of April 30, 2026, the Firm managed $4,260,115,721 of regulatory assets under management, all of which are managed on a discretionary basis. The Firm does not manage any assets on a non-discretionary basis.

The Fund The Fund does not pay any management fee or Performance Fees to the Firm or its affiliates. The SMA The SMA does not pay the Firm a management fee. The Firm or an affiliate is entitled to receive a Performance Fee with respect to defined measurement periods, calculated based on net capital appreciation of the SMA’s assets and, separately, a return component linked to a hypothetical coinvestment by the Firm, each payable upon the conclusion of such measurement periods and upon termination of the account, as also described in Item 6. The Non-Discretionary Account The Non-Discretionary Account does not currently pay a management fee, but the Firm or an affiliate is entitled to receive a Performance Fee upon realization of investments. Expenses Expenses borne by Clients are described in each Client’s Governing Documents. Below is a summary of the expenses expected to be borne by the applicable Client, however Clients should refer to their respective Governing Documents for a complete description of applicable expenses. If there is any discrepancy between the summary below and the Governing Documents, the Governing Documents shall control. The Investor Dedicated Vehicle and the SMA bear their own organizational and operating expenses to the extent set forth in their respective Governing Documents. These expenses may include, without limitation, investment expenses (except for investment research expenses, which shall be borne by the Firm) including, without limitation, transaction expenses including, but not limited to, brokerage commissions, prime broker fees, initial and variation margin, interest and dividend expense, margins, option premiums, brokerage, floor, exchange, and clearinghouse commissions, memberships and fees, custodial and related services fees, bank fees, commitment fees or other finance charges, borrowing charges on securities sold short, clearing and settlement charges, transmission costs and related expenses; expenses related to the valuation of the Investor Dedicated Vehicle and the SMA, respectively, including, but not limited to,

valuation, appraisal, analysis and accounting expenses (including costs associated with any third-party independent valuation or risk analysis provider to the Investor Dedicated Vehicle, the SMA or the Firm), and record keeping and administration fees and expenses (including costs associated with any third-party administrator to the Investor Dedicated Vehicle or the SMA); professional fees and expenses and thirdparty indemnification expenses, including, without limitation, legal and other professional fees and expenses incurred in connection with investments (including in respect of due diligence, negotiation and ongoing monitoring) and trading operations (including, without limitation, trading software and services), legal, accounting (including, without limitation, accounting software, accounting service providers), auditing and tax preparation expenses and D&O and E&O insurance; and taxes and fees including, without limitation, investor-related taxes and any and all taxes and governmental fees or other charges payable by or with respect to or levied against the Investor Dedicated Vehicle or the SMA or that arise in connection with sourcing, making, holding, servicing or selling (or in connection with the proposed sale of) its investments, payable to any federal, state or other governmental authority, domestic or foreign, including any transfer taxes and expenses related to complying with FATCA, CRS or other information sharing requirements or any withholding taxes, and other filing fees and related expenses, including expenses relating to the maintenance of registered offices, blue sky and corporate filing fees and expenses and corporate licensing expenses. The Fund bears its own organizational and operating expenses, including but not limited to expenses related to the research, due diligence and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including the following: third-party investment sourcing fees; fees and expenses related to obtaining research and market data (including any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data, and expenses related to obtaining, processing and analyzing “big data” or “alternative data”); due diligence expenses including consulting and appraisal fees; travel expenses; brokerage, and prime brokerage fees, commissions and expenses; expenses relating to reorganizations, restructurings and workouts; expenses relating to short sales; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees related to financings or refinancings; fees and expenses of proxy research and voting services; and fees and expenses of third-party professionals, including consultants, investment bankers, attorneys and accountants; organizational and reorganizational expenses; and operational expenses, including the following: fees and expenses relating to information technology hardware, software or other technology (including costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory organization or applicable law (including reporting obligations), facilitate and manage the order execution of securities or otherwise manage the Fund or any trading vehicle, such as Bloomberg terminals, portfolio management systems, risk management systems and order management systems; fees and expenses of third-party risk management products, models and services; third-party administrative fees and expenses; fees and expenses of third-party professionals, including consultants, valuation service providers, attorneys and accountants; the costs of any litigation or investigation involving activities of the Fund or any trading vehicle; third-party audit and tax preparation expenses; insurance expenses, including premiums for cybersecurity insurance and liability insurance covering the General Partner, the Firm and the members, partners, directors, managers, shareholders, officers, employees and agents of any of them; fees and expenses (including director registration fees) of the General Partner’s and any trading vehicle’s directors and officers (including any third-party Anti-Money Laundering Compliance Officer, Money Laundering Reporting Officer and Deputy Money Laundering Reporting Officer); costs of preparing and distributing reports and notices; taxes; expenses incurred in connection with negotiating and complying with provisions of any side letters or

similar separate written agreements; fees and expenses related to compliance with the rules of any selfregulatory organization or applicable law in connection with the activities of the Fund or any trading vehicle, including any governmental, regulatory, licensing, filing or registration fees or taxes (including fees and expenses incurred in connection with the preparation and filing of Form PF, Annex IV, Form CPOPQR, Section 13 filings, Section 16 filings and other similar regulatory filings); expenses incurred in connection with the offering and sale of the interests and other similar expenses related to the Fund; extraordinary expenses, including the following: indemnification expenses; fees and expenses incurred in connection with any tax audit by any taxing authority, including any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the Fund or any trading vehicle. The Non-Discretionary Account does not bear any expenses. To the extent that a Client benefits from an item that is chargeable to one or more other Clients, but is not permitted to incur such expense under its Governing Documents, the Firm or an affiliate will bear that Client’s pro rata portion of the expense. The Firm also allocates a portion of certain Clients’ capital to money market funds or exchange-traded funds. In addition to the fees and expenses discussed above, Clients will indirectly incur similar fees and expenses if we invest their capital in such funds, as these funds in turn pay similar fees and expenses to their investment managers and other service providers.

Side-By-Side Management The Firm accepts or may accept performance-based compensation from certain Clients. Performance Fees may create an incentive for the Firm to make investments that are riskier or more speculative than would

be the case under a different compensation arrangement. Performance-based compensation arrangements could also create an incentive for the Firm to favor Clients with performance-based compensation arrangements, or higher performance-based compensation arrangements, when allocating investments. The Firm has implemented and follows procedures designed to ensure that all Clients are treated fairly and equitably over time, such as the Firm’s policy addressing the allocation of investment opportunities. Investments are allocated in accordance with the Firm’s written investment allocation policy, and not based on any performance-based compensation. Specifically, the Investor Dedicated Vehicle and the Fund generally trade on a pari passu basis, except as set forth in the applicable Governing Documents, including without limitation, when pari passu treatment is impracticable or inappropriate based on relevant facts and circumstances, including available capital or buying power constraints, subscriptions or redemptions and the timing thereof, ramp-up or portfolio construction considerations, differing risk, liquidity, legal or tax constraints, trading restrictions, and positions or instruments that cannot readily be divided (e.g., odd lots, warrants, or subscription rights). The SMA pursues a different mandate. Specifically, it is not expected to make new investments, reinvest proceeds or recycle capital. Accordingly, the SMA is not expected to divest on a pari passu basis with the Investor Dedicated Vehicle or the Fund. The Non-Discretionary Account also pursues a different mandate from the Funds and from the SMA. It primarily makes investments in private companies. Accordingly, the Non-Discretionary Account is not expected to invest on a pari passu basis with the Funds or the SMA. At times, the Non-Discretionary Account will hold public securities (e.g., due to the IPO of a portfolio company), and conflicts regarding the trading of such positions are described in Item 11. In addition, because the management fee and Performance Fees are generally expected to be based on their net asset values, the Firm will have a conflict of interest in valuing assets held by Clients. To mitigate this conflict, the Firm has implemented and follows documented valuation policies and may consult with administrators, auditors, pricing services, valuation providers and other third-party service providers, as appropriate.

The Firm seeks to employ a disciplined investment style and to achieve diversification within its core sectors, with the goal of creating attractive risk-adjusted returns. Although the Firm expects most investments to be in U.S.-organized companies or securities available in U.S. public markets, there is no geographic limitation on potential investments. Clients may from time to time hold or make opportunistic, legacy or de minimis investments outside the Firm’s core sector or geographic focus. The Firm reserves the right to modify its investment strategies from time to time, subject to the applicable Governing Documents. Investing in securities involves risk of loss that Clients and investors should be prepared to bear. Risk Factors An investment with the Firm is speculative and involves a high degree of risk. There can be no assurance that a Client’s investment objectives will be achieved or that Clients will generate positive returns. The Funds impose limitations on investors’ ability to withdraw or transfer their interests or shares, and no secondary market for the Clients’ interests or shares exists or is expected to develop. Clients may lose all or a substantial portion of their investment. The risks described below are not exhaustive and should be read together with the other disclosures in the Governing Documents. Biotechnology Investment Risks The Firm expects to focus on biotechnology, therapeutics, pharmaceuticals, and related healthcare companies. Investments in these sectors may involve specialized scientific, clinical, regulatory, intellectual property, reimbursement, manufacturing, financing and commercial risks. These risks may be difficult to assess, may change rapidly and may cause significant losses, including the loss of most or all of the value of an investment. Companies developing drugs, biologics, diagnostics, medical products or other healthcare technologies often have limited operating histories, limited or no revenues, significant research and development expenses and recurring capital needs. Many depend on a small number of product candidates, approved products, clinical programs, platform technologies, licenses or collaboration arrangements. A delay, failure or adverse development affecting any such asset or relationship may materially impair the company’s prospects. Clinical and product development outcomes are uncertain. Trials or studies may be delayed, modified, suspended or unsuccessful due to safety concerns, insufficient efficacy, enrollment difficulties, protocol changes, endpoint selection, regulatory feedback, manufacturing issues, data-monitoring decisions or other factors. Preliminary, interim, subgroup or externally presented data may not be confirmed in later analyses or final results. Products that appear promising in controlled studies may not demonstrate meaningful clinical or commercial benefit in broader use. Healthcare companies are subject to extensive regulation in the United States and abroad. In the U.S., for example, the FDA may delay review, require additional studies, impose labeling or post-approval

restrictions, issue deficiency letters or decline to approve or maintain approval of a product. Approval in one jurisdiction does not assure approval elsewhere. Products approved on an accelerated, conditional or similar basis may remain subject to additional studies and may lose approval if required benefits are not confirmed. Commercial results for approved products may fall short of expectations. Adoption may depend on physician prescribing behavior, patient access, payer coverage, reimbursement levels, formulary position, utilization management, pricing pressure, competing therapies, product liability concerns, post-market safety findings, sales execution and strategic partnerships. Government price controls, federal drug price negotiation, international reference pricing, changes in reimbursement policy and other legislative or regulatory developments may reduce revenue potential or market opportunity. Intellectual property and exclusivity may be critical to a healthcare company’s value. Patents, licenses, trade secrets, regulatory exclusivity and freedom-to-operate positions may be unavailable, limited, challenged, invalidated, narrowed, designed around, infringed or terminated. Generic or biosimilar competition, competing technologies, failed in-licensing or out-licensing arrangements, or faster innovation by other companies may adversely affect a portfolio company’s business. Certain therapeutics, including biologics and cell or gene therapies, require complex development, manufacturing, quality control, storage, distribution and supply arrangements. Portfolio companies may rely on contract manufacturers, clinical research organizations, collaborators, suppliers, distributors or other third parties that fail to perform as expected. Scale-up issues, facility deficiencies, product defects, input shortages, hazardous-materials handling issues or inability to manufacture at acceptable cost may delay trials, approvals or commercialization. The healthcare sector is highly competitive and capital intensive. Multiple companies may pursue the same targets, mechanisms, indications or markets, including companies with greater financial, technical, regulatory, manufacturing or commercial resources. Smaller healthcare companies may be unable to commercialize products independently, attract partners, recruit key personnel, obtain insurance, expand outside the United States or raise capital when needed. Additional financings may be dilutive, unavailable or insufficient to support ongoing operations. Healthcare and biotechnology securities may be especially volatile around clinical readouts, regulatory decisions, advisory committee meetings, PDUFA dates, scientific conferences, patent developments, financings, reimbursement updates, commercial launches, business development transactions and other events. Investor sentiment toward the life sciences sector may also change quickly. These events may be binary, difficult to predict, difficult to hedge and capable of producing rapid and substantial losses. Investment and Due Diligence Process Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. In the healthcare and biotechnology sectors, due diligence may also involve evaluation of scientific, clinical, regulatory, intellectual property, reimbursement, manufacturing and competitive matters. Before making investments, the Firm will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment, including the time frame in which a particular investment needs to be made and the information available to the Firm.

For example, outside consultants, legal advisors, accountants, scientific experts, clinicians, key opinion leaders, regulatory consultants and other third parties may be involved in the due diligence process, and the Firm may rely on the advice of such parties. However, whether or not known to the Firm at the time, such resources may not be sufficient, accurate, complete or reliable and due diligence may not reveal matters that could have a material adverse effect on the value of an investment. There can be no assurance that the Firm will identify all risks, including accounting irregularities, employee misconduct, fraudulent practices, scientific or clinical shortcomings, regulatory impediments or other matters that may adversely affect an investment. At times, the investment opportunities pursued by Clients require rapid execution, and investment analyses and due diligence, negotiations and decisions by the Firm may be required on an expedited basis. In such cases, the Firm may not have access to detailed information regarding the investment opportunity or an opportunity to diligence or confirm information regarding the opportunity. Therefore, no assurance can be given that the Firm will have knowledge of circumstances that may adversely affect an investment or be in a position to negotiate terms that appropriately address such risks. It frequently is difficult to obtain information as to the true condition of an issuer, and the Firm may rely upon the accuracy and completeness of representations and disclosures made by issuers or their owners in the due diligence process or otherwise in the public filings of such issuer. Moreover, there can be no assurance that attempts to obtain downside protection with respect to assets or companies in which Clients invest will achieve their desired effect, and in certain cases, depending on the type of security or type of issuer, an opportunity may only be available on the basis of limited disclosures, representations, warranties or covenants. The lack of robust information or contractual protections may increase the risk associated with the investment. In countries where generally accepted accounting principles and practices differ significantly from those practiced in the United States, the evaluation of potential investments and the ability to perform due diligence may also be affected. Information available to the Firm, including both general economic and commercial information and information concerning specific enterprises, securities or assets, may be relatively less reliable, detailed or accurate. In addition, for companies that keep accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company’s balance sheet in order to express items in terms of currency of constant purchasing power while others do not permit such restatement. Inflation accounting may indirectly generate losses or profits or disguise true losses or profits. Uncertainty of Financial Models and Projections The Firm may use financial models and projections to help analyze potential investments, financings, capital needs and other transactions. Modeled and projected operating results will often be based on management judgments, with adjustments made by the Firm in its discretion. In the biotechnology and therapeutics sectors, such models may include assumptions regarding clinical probability of success, regulatory timing, market size, reimbursement, pricing, competitive dynamics, financing needs and commercialization. These assumptions may prove incorrect, and small changes in assumptions may materially affect investment conclusions. Alternative Data The Firm may use alternative data in its investment process. Alternative data includes datasets from sources such as internet usage, payment records, financial transactions, weather and other physical

phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases. The Firm may use these alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne—in whole or in part— by Clients. No assurance can be given that the Firm will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for the Firm and Clients in numerous jurisdictions. The Firm cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to the Firm or to Clients. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of Clients. Increased Regulatory Oversight Increased regulation (whether promulgated under securities laws or any other applicable law) and regulatory oversight of and changes in law applicable to private investment funds and their managers are likely to impose administrative burdens on the Firm, including responding to examinations and other regulatory inquiries and implementing policies and procedures. Such administrative burdens may divert the Firm’s time, attention and resources from portfolio management activities to responding to inquiries, examinations and enforcement actions (or threats thereof). Regulatory inquiries often are confidential in nature, may involve a review of an individual’s or a firm’s activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution. Systems, Operational and Cybersecurity Risks Clients depend on the Firm and its service providers to maintain systems and processes used to execute, clear and settle transactions, evaluate securities, monitor portfolios and capital, maintain books and records, and generate risk management, accounting and other reports. Certain of the Firm’s activities depend on third-party systems, including those of prime brokers, the administrator, counterparties, exchanges, custodians, and other service providers. The Firm may not be in a position to verify the risks or reliability of such third-party systems. System failures, operational errors, settlement failures, valuation errors, reconciliation issues, employee misconduct, vendor failures or other disruptions could result in financial loss, business interruption, liability to third parties, regulatory intervention or reputational damage. The Firm and its service providers process, store and transmit large amounts of electronic information, including confidential business information, trading information and personally identificable information relating to Clients and investors. Although the Firm maintains policies and procedures that it believes are reasonably designed to protect such information, no system can provide complete security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be 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 may be susceptible to compromise, leading to a breach of the Firm’s network. The Firm’s systems

or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. Online services provided by the Firm to the Clients may also be susceptible to compromise. Breach of the Firm’s information systems may cause information relating to the transactions of the Firm and personally identifiable information of the Clients to be lost or improperly accessed, used or disclosed. The service providers of the Firm are subject to the same electronic information security threats as the Firm. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of Clients and personally identifiable information of the Limited Partners may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of the Firm’s or Clients’ proprietary information may cause the Firm or Clients 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 Clients’ investments therein. Competition; Availability of Investments Certain markets in which the Firm may invest are extremely competitive for attractive investment opportunities. The healthcare and biotechnology sectors may attract substantial competition from other investment managers, strategic acquirers, venture capital funds, crossover investors, pharmaceutical companies and other market participants. As a result, there can be no assurance that the Firm will be able to identify or successfully pursue attractive investment opportunities. Volatility Risk The Firm’s investment program may involve the purchase and sale of relatively volatile securities and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such securities and/or markets can adversely affect the value of investments held by the Firm. Co-Investments with Third Parties Clients may co-invest with third parties through joint ventures or other entities. Third-party involvement with an investment may negatively impact the returns of such investment if, for example, the third-party co-venturer has financial difficulties, has economic or business interests or goals that are inconsistent with those of the Firm, has direct participation or control of such investment (rather than participation through an entity controlled by the Firm) or is in a position to take (or block) action in a manner contrary to the Firm’s investment objective. In circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments that likely will differ from those compensation arrangements otherwise applicable to other investors, including management fee and incentive compensation arrangements. Such differing compensation arrangements will reduce the returns to participants in the investments. Litigation Risk Some of the tactics that the Firm may use involve litigation. The Firm could be a party to lawsuits either initiated by it, or by a company in which the Firm invests, other shareholders of such company, or U.S. federal, state and non-U.S. governmental bodies. There can be no assurance that any such litigation, once begun, would be resolved in favor of the Firm.

Exposure to Material Non-Public Information From time to time, the Firm may, in the course of its activities with respect to pursuing investments for Clients, receive material non-public information with respect to an issuer of securities. This risk may arise through, among other things, diligence, expert consultations, participation in financings, confidentiality agreements, wall-crossings, and interactions with issuers or other market participants. The Firm may also receive material non-public information regarding public issuers due to, among other reasons, its research and investment activities with respect to private issuers. Contact with private company officers and directors, board participation or observer roles, and private investment diligence could potentially expose the Firm to material non-public information regarding public issuers. If the Firm receives material nonpublic information with respect to an issuer of securities, it may be prohibited, by law, policy and/or contract, for a period of time from (i) unwinding a position, (ii) establishing an initial position or taking any greater position and (iii) pursuing other investment opportunities. Such restrictions might apply with respect to the issuer(s) about which the Firm receives such material non-public information, or other issuers. If such restrictions or limitations apply to securities in which the Firm has an existing investment, then the Firm may be prevented from exiting or reducing its investment at the desired time, giving rise to substantial investment losses, which losses, in the case of a security in which the Firm has a short position, are, theoretically, unlimited. Currency Exchange Exposure The Firm may invest in securities denominated in currencies other than the U.S. dollar. The Firm, however, values its Securities in U.S. dollars. The Firm may or may not seek to hedge its non-U.S. currency exposure by entering into currency hedging transactions. There can be no guarantee that securities suitable for hedging currency or market shifts will be available at the time when the Firm wishes to use them, or that hedging techniques employed by the Firm will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of the Firm’s positions denominated in currencies other than the U.S. dollar will fluctuate with U.S. dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies. Long/Short The success of the Clients’ long/short investment strategy depends upon the Firm’s ability to identify and purchase securities that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities in the implementation of the Client’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 Clients’ positions were to fail to converge toward, or were to diverge further from values expected by, the Firm, Clients may incur a loss. In the event of market disruptions, significant losses can be incurred which may force Clients to close out one or more 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 General Risk The success of the Clients’ short selling investment strategy depends upon the Firm’s ability to identify and sell short securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that

the price of the underlying security could theoretically increase without limit, thus increasing the cost to Clients of buying those securities to cover the short position. Borrowing and Counterparty Risk There can be no assurance that Clients will be able to maintain the ability to borrow securities sold short. In such cases, Clients can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Even though Clients secure a “good borrow” of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing Clients to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short by Clients. In addition, Clients may be required to provide additional margin to their counterparties, including their prime brokers, on short notice if the price of a security underlying a short position suddenly rises. If the Firm is unable to deliver the additional margin required, Clients may need to prematurely close out the short position at unattractive prices, thereby resulting in a substantial loss. Depending on the timing and magnitude of a price increase in respect of an open short position, Clients may be required to liquidate long positions to meet margin requirements, thereby further increasing the losses (or decreasing the gains) of Clients. Further, fees charged to Clients for borrowing securities may be substantial, and will decrease any gains (or increase losses) associated with a short position. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the OTC 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 Clients may be entirely dependent on the willingness of OTC 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. Short-Squeeze Risk A so-called “short squeeze” can occur when the price of Securities in which Clients have an open short position rises sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seeking to cover their short positions in the same time frame by purchasing the security, resulting in a rapid price increase; (ii) market participants collectively purchasing a significant amount of shares, thereby causing a substantial increase in the price of such securities; or (iii) one or more lenders of a security that was used to facilitate a short position suddenly demanding the return of the security that has been loaned. A “short squeeze” may result in Clients having to prematurely close out a short position at relatively unattractive high prices, resulting in a substantial loss. Further, the risk of a “short squeeze” likely will increase if other short sellers, market participants and/or lenders become aware of Clients’ short positions, including as a result of legally required reporting with respect to Clients’ ownership of options to purchase the underlying security being shorted.

Legal Restrictions and Reporting-Related Risk Certain jurisdictions have enacted restrictions on short selling (including wholesale bans, at times) as well as public disclosure requirements. If additional short selling restrictions and disclosure requirements are enacted, the prices of the instruments in which Clients invest may be materially affected and the ability of the Firm to take advantage of opportunities for short selling may be significantly reduced. For instance, in October 2023 the SEC adopted rules that would require increased public disclosure of institutional investment managers’ short positions in equity securities and, separately, public disclosure of securities lending transactions, including loans used in connection with short sales. While these rules have been remanded to the SEC and ultimately may be revised or vacated, such rulemaking could negatively impact the Firm’s ability to take advantage of opportunities for short selling. Long-Term The success of Clients’ long-term investment strategy depends upon the Firm’s ability to identify and purchase securities that are undervalued and hold such investments so as to maximize value on a longterm basis. In pursuing any long-term strategy, Clients may forego value in the short-term or temporary investments in order to be able to avail themselves of additional and/or longer-term opportunities in the future. Consequently, Clients may not capture maximum available value in the short-term, which may be disadvantageous, for example, for investors who withdraw all or a portion of their capital accounts before such long-term value may be realized by Clients. Proxy Contests and Unfriendly Transactions Clients may purchase securities of a company that is the subject of a proxy contest on the expectation that new management will be able to improve the company’s performance or effect a sale or liquidation of its assets so that the price of the company’s securities will increase. If the incumbent management of the company is not defeated or if new management is unable to improve the company’s performance or sell or liquidate the company, the market price of the company’s securities will typically fall, which may cause Clients to suffer a loss. In addition, where an acquisition or restructuring transaction or proxy fight is opposed by the subject company’s management, the transaction often becomes the subject of litigation. Such litigation involves substantial uncertainties and may impose substantial cost and expense on the company participating in the transaction. 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 use of leverage will allow Clients to make additional investments, thereby increasing their exposure to assets, such that its total assets may be greater than its capital. However, leverage will also magnify the volatility of changes in the value of Clients’ portfolios. The effect of the use of leverage by Clients in a market that moves adversely to its investments could result in substantial losses to Clients, which would be greater than if Clients were not leveraged.

Diversification and Concentration The Firm may select investments that are concentrated in a limited number or types of securities. In addition, Clients’ portfolios may become significantly concentrated in securities related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose Clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. Lack of Control Clients may invest in debt instruments and equity securities of companies that they do not control, which Clients may acquire through market transactions or through purchases of securities directly from the issuer or other shareholders. Such securities will be subject to the risk that the issuer may make business, financial or management decisions with which Clients do not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve the Clients’ interests. In addition, Clients may share control over certain investments with co-investors, which may make it more difficult for Clients to implement their investment approach or exit the investment when it otherwise would. The occurrence of any of the foregoing could have a material adverse effect on Clients’ and the investors’ investments therein. Hedging Transactions Clients may utilize securities for risk management purposes in order to: (i) protect against possible changes in the market value of the Clients’ investment portfolios resulting from fluctuations in the markets and changes in interest rates; (ii) protect the Clients’ unrealized gains in the value of their investment portfolio; (iii) facilitate the sale of any securities; (iv) enhance or preserve returns, spreads or gains on any security in the Clients’ portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of the Clients’ securities; (vii) protect against any increase in the price of any securities Clients anticipate purchasing at a later date; or (viii) act for any other reason that the Firm deems appropriate. Clients 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 Clients may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for Clients than if they had not engaged in any such hedging transaction. Moreover, the portfolio will always be exposed to certain risks that cannot be hedged. Discretion of the Firm; New Strategies and Techniques While the Firm will generally seek to employ the representative investment strategies and techniques discussed in the Governing Documents, the Firm (subject to the policies and control of the General Partner) has considerable discretion in the types of securities the Clients may trade and has the right to modify the investment strategies and techniques of the Clients without the consent of investors. New investment strategies and techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings which could result in unsuccessful trades and, ultimately, losses to Clients. In addition, any new investment strategy or technique developed by the Clients may be more speculative than earlier investment strategies and techniques and may involve material and as-yet-unanticipated risks that could increase the risk of an investment to the Clients.

Fundamental Analysis and Trading Signals Certain investment decisions may be based on fundamental analysis or other quantitative or qualitative inputs. Data on which fundamental analysis relies may be inaccurate, incomplete, stale, misinterpreted or widely available to other market participants. Even where the Firm’s analysis is reasonable, market prices may not move as expected, perceived mispricing may widen, and Clients may incur losses. Artificial Intelligence and Machine Learning Risks The use of artificial intelligence and machine learning tools, including large language models and related technologies (collectively, “AI Tools”), may pose risks to the Firm, Clients and the Clients’ investments. The Firm may use AI Tools in various processes, including in connection with its investment research process. The Firm is also exposed to the risks of AI Tools through third parties (including the Firm’s or the Clients’ service providers or counterparties) that use AI Tools, 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 AI Tools and their widespread potential uses, the Firm expects that its policies and procedures will continue to evolve in response to any unique challenges. AI Tools may be 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 AI Tools utilize or to evaluate the source and the reliability of the data being analyzed. Further, the outputs of AI Tools 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, Clients 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 Clients’ investments. AI Tools continue to develop rapidly, making it difficult to predict the future risks that may arise from such developments. General Economic and Market Conditions The success of Clients’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of Clients’ investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of Clients’ investments. Volatility or illiquidity could impair Clients’ profitability or result in losses. Clients may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Governmental Interventions Extreme volatility and illiquidity in markets have in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these

interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on the Firm’s strategies. Potential Interest Rate Increases Uncertainty of the U.S. and global economy, and sensitivity of interest rates to changes in U.S. government and other nations’ monetary and fiscal policies, including changes in the federal funds rate, create a risk that interest rates will be volatile in the future. Interest rate volatility is difficult to predict, and may cause the value of any assets sensitive to interest rates, including fixed income instruments, held by Clients to decrease, which may result in substantial withdrawals from Clients that, in turn, force Clients to liquidate such instruments at disadvantageous prices negatively impacting the performance of Clients. Sanctions The Firm’s operations are or may become subject to economic sanctions laws and regulations of various jurisdictions. At any given time, whether under applicable law, by contractual commitment or as a voluntary risk management measure, Clients may be required, or elect, to comply with various sanctions programs, including the Specially Designated Nationals and Blocked Persons List and Sectoral Sanctions programs administered by OFAC, the sanctions regimes administered by subsidiary organs of the United Nations Security Council, the Sanctions Orders of the Cayman Islands (including as extended to the Cayman Islands by Order of the government of the United Kingdom from time to time), and the Restrictive Measures adopted by the European Union. Some sanctions that may apply to Clients prohibit or restrict dealings with particular identified persons. Other potentially applicable sanctions programs broadly prohibit or restrict dealings in certain countries or territories or with individuals and entities located in such countries or territories. In addition to such current sanctions, additional sanctions may be imposed in the future. Such sanctions may be imposed with little or no advance warning or “safe harbor” for compliance and may be ambiguous, including as to the scope of financial activities that regulators may ultimately deem to be covered by the sanctions. Depending on the scope and duration of a particular sanctions program, compliance by Clients may result in a material adverse effect on Clients’ investments therein. The Firm and Clients may be subject to heightened or targeted regulatory scrutiny and information requests as a result of such sanctions. In addition, if the Firm or Clients were to violate or be deemed in violation of any such sanction, it could face significant legal and monetary penalties. Sanctions may negatively impact the Firm’s ability to effectively implement its investment strategy and have a material adverse impact on Clients’ investments in various ways, including by preventing or inhibiting Clients from making certain investments, forcing Clients to divest from investments previously made, and leading to substantial reductions in the revenues, profits and value of the Clients’ investments. Finally, sanctions may have broader economic implications, such as influencing the price of certain commodities, which may have adverse effects on inflation and the value of the U.S. dollar, which may adversely affect investment objectives and strategies of Clients. Climate Change-Related Risks The environmental effects of climate change, including rising temperatures, extreme weather, fires, flooding, erratic weather fluctuations, agricultural failures and displacement and destabilization of human populations, could have materially adverse effects on the securities held by Clients. The Firm believes that such risks may increase over time, although the time period over which these consequences might unfold is difficult to predict.

In addition to the physical, economic and geo-political risks associated with climate change, there are transition risks. The willingness of certain governments, industries and businesses, especially those that profit from, or have a reliance on, fossil fuels, to adapt to climate change or transition to sustainable practices may also adversely affect the securities held by Clients. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain industries whose activities or products are seen as accelerating climate change, or ill-positioned in light of the economic and social demands imposed by climate change. In recent years, certain investors have incorporated the business risks of climate change and the adequacy of companies’ responses to climate change as part of their investment theses. These shifts in investing priorities may result in adverse effects on the trading price of securities if investors determine that the company has not made sufficient progress on climate change and environmental sustainability matters whether or not climate change proves to be as severe as predicted or preventable. The values of securities whose performance is linked to assets and revenue streams that are exposed to climate change risk, may readily be affected by both long-term, systemic effects of climate change, as well as severe environmental events whose occurrence is inherently unpredictable. Assumption of Catastrophe Risks Clients may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; social or political unrest; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which Clients invest (or has a material negative impact on the operations of the Firm or the service providers), the risks of loss can be substantial and could have a material adverse effect on the Clients’ investments therein. Furthermore, any such event may also adversely impact one or more individual Limited Partners’ financial condition, which could result in substantial withdrawal requests by such investors as a result of their individual liquidity situations and irrespective of Clients’ performance. 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 non-U.S. 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 non-U.S. stock exchanges or non-U.S. over-thecounter 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 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, other income or gross sale of disposition proceeds, 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. Bankruptcy Claims Clients’ investments include debt and equity of financially distressed companies. In the event that the issuer files for bankruptcy protection, Clients will likely be unable to sell their claims without realizing a significant loss and may be unable to recover current interest on such claims during the course of the bankruptcy case. The markets in U.S. bankruptcy claims are generally not regulated by U.S. federal securities laws or the SEC. To the extent debt investment is unsecured (i.e., has no collateral securing repayment), such claims may have a lower priority than secured claims (which have first recourse to the collateral securing such claim). In addition, the debt of an issuer in bankruptcy may be adversely affected by an erosion of the issuer’s business and overall value. Accordingly, there can be no guarantee that a debtor will be able to satisfy all of its liabilities or that Clients will be able to recover the entire amount of their bankruptcy claim. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to appear and be heard, there can be no assurance that a bankruptcy court would not approve actions that may be contrary to the interests of Clients (in their role as a creditor). Furthermore, there are instances where creditors lose their priority under Title 11 of the United States Code (the “Bankruptcy Code”) (i.e., are equitably subordinated) if, for example, they have engaged in misconduct that harms other creditors. In those cases where Clients are found to have engaged in such misconduct, Clients may lose their priority. Generally, the duration of a bankruptcy case can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, the approval of the plan by creditors and confirmation of the plan by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and Clients; it is subject to unpredictable and lengthy delays; and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the issuer may not be able to reorganize and may be required to sell its assets either as a going concern or as part of a liquidation. As a result, even in those circumstances where Clients may recover the entire amount of their bankruptcy claim, Clients may be adversely impacted by any costs incurred by Clients in representing their interests in a debtor’s bankruptcy case. U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that Clients’ influence with respect to a class of securities can be lost by virtue of the size of its claim relative to the claims of the entire class. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for certain taxes) may impair the recovery of an investment in a bankruptcy claim. The Firm intends to invest some of its assets in securities of issuers domiciled, or assets located, globally. Investment in the debt of financially distressed companies domiciled outside the United States involves

additional risks. Bankruptcy law and process may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. The Firm, on behalf of Clients, may elect to serve on creditors’ committees, equity holders’ committees or other groups to ensure preservation or enhancement of Clients’ positions as a creditor or equity holder. A member of any such committee or group may owe a fiduciary duty and be subject to certain obligations to all members the committee represents and/or to other similarly situated parties. The Firm may resign from that committee or group for any reason, including, for example, if the Firm concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to Clients. In such case, Clients may not realize the benefits, if any, of participation on the committee or group. In addition, if Clients are represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of or increasing its investments in such company while it continues to be represented on such committee or group. Clients may purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. Additionally, the claim may be disallowed or subordinated if the bankruptcy court determines that the seller engaged in inequitable conduct that harmed other creditors. Reorganizations can be contentious and adversarial, and it is by no means unusual for participants to use the threat of litigation and to engage in litigation as a negotiating technique. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by Clients. Business Development Companies Investments in closed-end funds that elect to be treated as business development companies (“BDCs”) may be subject to a high degree of risk. BDCs typically invest in small- and medium-sized private and certain public companies that may not have access to public equity markets for capital raising. As a result, a BDC’s portfolio typically will include a substantial amount of securities purchased in private placements, and its portfolio may carry risks similar to those of a private equity or venture capital fund. Securities that are not publicly registered may be difficult to value and may be difficult to sell at a price representative of their intrinsic value. Small- and medium-sized companies also may have fewer lines of business so that changes in any one line of business may have a greater impact on the value of their stock than is the case of a larger company. Some BDCs invest substantially, or even exclusively, in one sector or industry group and therefore carry risk of that particular sector or industry group. To the extent a BDC focuses its investments in a specific sector, the BDC will be susceptible to adverse conditions and economic or regulatory occurrences affecting the specific sector or industry group, which tends to increase volatility and result in higher risk. Investments in BDCs are subject to various risks, including management’s ability to meet the BDC’s investment objective, and to manage the BDC’s portfolio when the underlying securities are redeemed or sold, during periods of market turmoil and as investors’ perceptions regarding a BDC or its underlying investments change. BDC interests are not redeemable at the option of the BDC shareholder and, as with shares of other closed-end funds, they may trade in the secondary market at a discount to

their net asset value. BDCs generally qualify as “regulated investment companies” under the U.S. federal tax laws and, provided they distribute all of their income in the time and manner as required by the tax law and satisfy certain diversification and source of income requirements, generally will not pay U.S. federal income taxes. Certain BDCs in which Clients may invest may employ the use of leverage in their portfolios through borrowings or the issuance of preferred stock. While leverage often serves to increase the yield of a BDC, this leverage also subjects the BDC to increased risks, including the likelihood of increased volatility and the possibility that the BDC’s common share income will fall if the dividend rate on any preferred shares or the interest rate on any borrowings rises. Clients may be limited by provisions of the Investment Company Act of 1940 that generally limit the amount Clients can invest in any one BDC to 3% of the BDC’s total outstanding stock. As a result, Clients may be required to hold a smaller position in a BDC than they would absent this restriction. Clients will indirectly bear their proportionate share of any management and other operating expenses, and of any performance based or incentive fees, charged by the BDCs in which they invest, in addition to the expenses paid by Clients. 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 Clients is called for redemption, Clients 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 Clients’ ability to achieve their investment objective. Currencies A principal risk in trading currencies is the rapid fluctuation in the market prices of currency contracts. Prices of currency contracts traded by Clients are affected generally by relative interest rates, which in turn are influenced by a wide variety of complex and difficult to predict factors such as money supply and demand, balance of payments, inflation levels, fiscal policy, and political and economic events. In addition, governments from time to time intervene, directly and by regulation, in these markets, with the specific effect, or intention, of influencing prices which may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Derivative Instruments Certain swaps, options, warrants and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, credit risk, legal risk and operations risk. The regulatory and tax environment for derivative instruments in which Clients may participate is evolving, and changes in the regulation or taxation of such instruments may have a material adverse effect on Clients. Call and Put Options Clients may incur risks associated with the sale and purchase of call options and put options. Under a conventional cash-settled option, the purchaser of the option pays a premium in exchange for the right to receive upon exercise of the option (i) in the case of a call option, the excess, if any, of the reference price or value of the underlier (as determined pursuant to the terms of the option) above the option’s strike price or

(ii) in the case of a put option, the excess, if any, of the option’s strike price above the reference price or value of the underlier (as so determined). Under a conventional physically-settled option structure, the purchaser of a call option has the right to purchase a specified quantity of the underlier at the strike price, and the purchaser of a put option has the right to sell a specified quantity of the underlier at the strike price. A purchaser of an option may suffer a total loss of premium (plus transaction costs) if that option expires without being exercised. An option’s time value (i.e., the component of the option’s value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the purchaser at various times prior to its expiration date, the purchaser’s ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of the transaction may provide for the option to be exercised automatically if it is in-the-money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or non-occurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the “style” of the option. Uncovered option writing (i.e., selling an option when the seller does not own a like quantity of an offsetting position in the underlier) exposes the seller to potentially significant loss. The potential loss of uncovered call writing is unlimited. The seller of an uncovered call may incur large losses if the reference price or value of the underlier increases above the exercise price by more than the amount of any premiums earned. As with writing uncovered calls, the risk of writing uncovered put options is substantial. The seller of an uncovered put option bears a risk of loss if the reference price or value of the underlier declines below the exercise price by more than the amount of any premiums earned. Such loss could be substantial if there is a significant decline in the value of the underlier. Warrants Warrants generally are exercisable for a certain period of time at a certain purchase price that is based on the valuation of a certain security as of a certain date. In the event that the price per share of such security does not exceed the exercise price of a warrant during the period when such warrant is exercisable, the warrants may not have any value. Additionally, until Clients acquire such security upon exercise of all or a portion of the warrant, such warrant generally will not provide Clients with any rights of a holder of such security. Furthermore, upon exercise of such warrant, Clients generally will be entitled to exercise the rights of a holder of such security only as to matters of which the date to exercise such rights occurs on or after the exercise date. Index or Index Options The value of an index or index option fluctuates with changes in the market values of the assets 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 asset, whether Clients 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 assets generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular assets. 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 Clients also is subject to the Firm’s ability to correctly predict movements in the direction of the market. Futures Contracts The value of futures contracts depends upon the price of the securities, 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 Clients’ positions trade or of its clearinghouses 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 Clients from promptly liquidating unfavorable positions and subject Clients to substantial losses or prevent it from entering 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 a security 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. Forward Contracts Clients may enter into forward contracts and options thereon, including non-deliverable forwards. 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 Clients. In its forward trading, Clients 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 Clients trade. Clients’ 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 Clients in such markets through agents. Accordingly, the insolvency or bankruptcy of such parties could also subject Clients to the risk of loss. Exotic Options Exotic options are typically, but not always, traded over-the-counter. OTC contracts may not trade in a liquid market and pricing may be opaque. The illiquidity of these markets can be exacerbated in times of market stress. Clients may incur substantial costs entering into and exiting positions that could have a material impact

on performance. Exotic options may be subject to a higher degree of pricing risk as demonstrated by instances in which different counterparties in the market employ different valuation and pricing methodologies to the same exotic option. Because exotic options can often be highly customized, there is lower visibility with respect to the pricing and valuation of these instruments. Exotic options may be subject to high levels of price volatility. For example, in the case of barrier options, as the price of the asset underlying the option trades closer to a barrier level, the delta of the option (i.e., the ratio of the change in the price of the underlying asset to the corresponding change in the price of the option) and the gamma of the option (i.e., the rate of change of the delta with respect to the underlying asset’s price) may become very high. Exotic options may be subject to higher levels of model risk than commonly traded options because standard models are not able to adequately capture or predict the risks associated with the exotic options. Exotic options may be “path dependent”. This means that their terminal value (at exercise or expiration) depends upon the value of the underlying asset, not only at the time of exercise or expiration, but also at prior points in time. In this sense, the option’s terminal value depends upon the “path” taken by the underlying asset over the life of the option. For example, a barrier option’s value at expiration depends upon both the value of the underlying asset at expiration and whether the past value of the underlying asset ever satisfied a barrier condition. In contrast, a vanilla option (e.g., a call option) is not path dependent. Its value at exercise or expiration depends on the value of the underlying asset only at that point in time. The additional features incorporated by exotic options require additional judgments regarding the likelihood of certain conditions being satisfied, any one of which can result in loss if made incorrectly. An OTC option may be closed out only with the counterparty, although either party may engage in an offsetting transaction that puts that party in the same economic position as if it had closed out the option with the counterparty; however, the exposure to counterparty risk may differ. OTC options generally involve greater credit and counterparty risk than exchange-traded options. Distressed Obligations The obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems (including companies involved in bankruptcy or other reorganization and liquidation proceedings) are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the risk that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate, recharacterize debt as equity or disenfranchise particular claims. Such companies’ obligations may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to Clients’ investments in any Security. Obligations in which Clients invest may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that value of the assets collateralizing Clients’ investments will be sufficient or that prospects for a successful reorganization or similar action will become available. In any reorganization or liquidation proceeding relating to a company in which Clients invest, Clients may lose their entire investment, may be required to accept cash or securities with a value less than its original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from Clients’ investments may not compensate the Limited Partners adequately for the risks assumed. In addition,

under certain circumstances, payments and distributions may be disgorged if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new Security the value of which will be less than the purchase price to Clients of the security in respect of which such distribution was made. 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, Clients may suffer losses if they 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 Clients have not hedged against such a general move. Clients 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. Exchange-Traded Funds Exchange-traded funds (“ETFs”) are 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 broad-based, sector or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying securities they are designed to track. ETFs are also subject to certain additional risks, including the risk that their prices may not correlate perfectly with changes in the prices of the underlying securities 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. Generally, each shareholder of an ETF bears a pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to bearing their proportionate share of Clients’ expenses (e.g., operating expenses), investors may also indirectly bear similar expenses of an ETF. Illiquid Securities Certain securities may be illiquid because, for example, they are subject to legal or other restrictions on transfer or there is no liquid market for such securities. Valuation of such securities may be difficult or uncertain because there may be limited information available about the issuers of such securities. The market prices, if any, for such securities tend to be volatile and may not be readily ascertainable, and Clients may not be able to sell them when they desire to do so or to realize what they perceive to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in 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. Clients 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, Clients may be required to hold such securities despite adverse price movements. Even those markets which 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.

Initial Public Offerings Investments in initial public offerings (or shortly thereafter) often involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including the limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of the issuer. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. These factors may contribute to substantial price volatility for such securities and, thus, for the value of Clients’ interests. Mutual Fund Investments Investments in open-end as well as closed-end mutual funds generally involve the payment of duplicative fees through the indirect payment of a portion of the expenses, including advisory fees, of such mutual funds. Investments in mutual funds will be valued at the net asset values provided by those funds (which may in certain circumstances be unaudited valuations). Such investments may cause the expense of investing in Clients to be greater than an investment in other investment vehicles. PIPE Transactions Private investments in public companies whose stocks are quoted on stock exchanges or which trade in the over-the-counter securities market, a type of investment commonly referred to as a “PIPE” transaction, may be entered into with smaller capitalization public companies, which will entail business and financial risks comparable to those of investments in the publicly-issued securities of smaller capitalization companies, which may be less likely to be able to weather business or cyclical downturns than larger companies and are more likely to be substantially hurt by the loss of a few key personnel. In addition, PIPE transactions will generally result in Clients acquiring either restricted stock or an instrument convertible into restricted stock. As with investments in other types of restricted securities, such an investment may be illiquid. Clients’ ability to dispose of securities acquired in PIPE transactions may depend on the registration of such securities for resale. Any number of factors may prevent or delay a proposed registration. Alternatively, it may be possible for securities acquired in a PIPE transaction to be resold in transactions exempt from registration in accordance with Rule 144 under the Securities Act, or otherwise under the U.S. federal securities laws. There can be no guarantee that there will be an active or liquid market for the stock of any small capitalization company due to the possible small number of stockholders. As a result, even if Clients are able to have securities acquired in a PIPE transaction registered or sell such securities through an exempt transaction, Clients may not be able to sell all the securities on short notice, and the sale of the securities could lower the market price of the securities. There is no guarantee that an active trading market for the securities will exist at the time of disposition of the securities, and the lack of such a market could hurt the market value of the Clients’ investments. 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. Repurchase and Reverse Repurchase Agreements In a reverse repurchase transaction, Clients “buy” securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by Clients, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by Clients involve certain risks. For example, if the seller of securities to Clients under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, Clients will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, Clients’ ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that Clients may not be able to substantiate their interest in the underlying securities. Finally, if a seller defaults on its obligation to repurchase securities under a reverse repurchase agreement, Clients may suffer a loss to the extent that it is forced to liquidate their position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to by the defaulting seller. Similar elements of risk arise in the event of the bankruptcy or insolvency of the buyer. Restricted Securities Restricted securities cannot be sold to the public without registration under the Securities Act. Unless registered for sale, restricted securities can be sold only in privately negotiated transactions or pursuant to an exemption from registration (e.g., under Rule 144A of the Securities Act). Although these securities may be resold in privately negotiated transactions, because there is often little liquidity for these securities, they may be difficult and take a substantial amount of time to sell, and the prices realized from these sales could be less than those originally paid by Clients. Restricted securities may involve a high degree of business and financial risk which may result in substantial losses. Special Purpose Acquisition Companies 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 third-party claims against such SPAC, which may reduce the per share liquidation price received

by the investors in the SPAC, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC may only be able to complete one business combination, which may cause it to be solely dependent on a single business, (v) the value of any target company may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust decline, (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the record date or the failure to vote against the acquisition and (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. In addition, most SPACs are illiquid and have a concentrated shareholder base that tends to be comprised of hedge funds (at least at inception). Clients 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 Clients 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. Undervalued Securities The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from Clients’ investments may not adequately compensate for the business and financial risks assumed. Unlisted Securities Unlisted securities may involve higher risks than listed securities. Because of the absence of any trading market for unlisted securities, it may take longer to liquidate, or it may not be possible to liquidate, positions in unlisted securities than would be the case for publicly traded securities. Companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. Non-U.S. Exchanges Clients may trade on exchanges or markets located outside the U.S. Trading on such exchanges or markets is not regulated by the SEC and the CFTC and may, therefore, be subject to more risks than trading on U.S. exchanges, such as the risks of exchange controls, expropriation, burdensome taxation, moratoria and political or diplomatic events. Risks in investments in non-U.S. securities may also include reduced and less reliable information about issuers and markets, less stringent accounting standards, illiquidity of securities and markets, higher brokerage commissions and custody fees. Non-U.S. Investments Investing in the securities of companies (and, from time to time, governments) outside of the United States involves certain considerations not usually associated with investing in securities 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 Clients’ 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, Clients may be unable to structure their transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce Clients’ rights in such markets. For example, securities 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 Clients under such laws and regulations are unavailable for transactions on non-U.S. exchanges and with non-U.S. counterparties. Global Political Risks Some of the companies in which Clients may invest may be particularly exposed to the risk of political change and governmental action. With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of funds or other assets of Clients, political or social instability, war or insurrection, terrorist attacks, or diplomatic developments that could affect the value and marketability of Clients’ investments in those countries. Investing in such markets poses greater risks than investing in other countries. Securities of companies in these markets generally are more volatile and may be much more volatile than securities issued by companies located in other countries. Investment in Emerging Markets Investing in the securities of companies (and, from time to time, governments) in emerging markets, specifically, involves additional risks and special considerations not typically associated with investing in more established economies or markets. Such risks may include, in addition to the risks listed above in connection with non-U.S. investments generally, the following risks, some, if not all, of which are heightened in the case of investments in emerging markets: higher dependence on exports and the corresponding importance of international trade; greater risk of substantial inflation; greater controls on foreign investment and preferential treatment for particular domestic industries or companies or other protectionist acts; increased likelihood of governmental involvement in and control over the economy; governmental decisions to cease support of economic reform programs or to impose centrally planned economies; longer settlement periods for transactions and less reliable clearance and custody arrangements; and less-developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors. In addition, both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many emerging market countries, and the tax systems of some emerging market economies have been marked by rapid change, which has sometimes occurred without warning and has been applied with retroactive effect, and in some cases, there is widespread non-compliance with tax laws, insufficient personnel to deal with the problem and inconsistent enforcement of the laws by inexperienced tax inspectors. All of such risk factors could potentially adversely affect, among other things, Clients’ ability to conduct effective due diligence in connection with its investments and to monitor investments or otherwise impact returns on any such investment.

FCPA and Anti-Corruption Considerations In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities and of corruption. Under the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), it is unlawful for U.S. persons and, in certain circumstances, foreign persons to pay or offer bribes, directly or indirectly, to a foreign official in order to obtain, retain or direct business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, with the enactment in 2013 of the Bribery Act, the United Kingdom has significantly expanded the reach of its anti-bribery laws. The Firm intends to undertake various due diligence measures and intends to apply certain procedures (together with the administrator, where applicable) designed to determine whether entering into a relationship with an investor or prospective counterparty or investment would give rise to corruptionrelated risks and to prevent such risks. As a result of such measures, the Firm may determine that the Firm or the Clients should forgo certain relationships and associated opportunities that the Firm believes may present such risks. In addition, the possibility exists that the Firm’s and Clients’ ongoing relationships may be affected by activity that has potential implications under anti-corruption and anti-bribery laws, which could necessitate discontinuing an existing relationship or activity, or the imposition of other legally required or advisable measures. In spite of the Firm’s efforts to comply with the FCPA, the Bribery Act and other applicable laws, individuals purporting to act on behalf of the Firm or affiliates of portfolio companies, particularly in cases where Clients do not control such portfolio company, could engage in activities that could have legal implications under such laws, including allegations of violations of such laws, whether before or after Clients make an investment. Any allegation or determination that the Clients or the Firm has liability arising from a violation of the FCPA or other applicable anti-corruption laws or anti-bribery laws could subject Clients or the Firm to, among other things, civil and criminal proceedings and penalties, fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect the Firm’s business prospects and/or financial position, as well as Clients’ ability to achieve their investment objective and/or conduct its operations. CFIUS and National Security/Investment Clearance Considerations Investments by Clients may involve the acquisition of an investment in a business connected with or related to national security or critical infrastructure, which may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) and/or non-U.S. national security/investment clearance regulators depending on the beneficial ownership and control of interests in Clients. In the event that CFIUS or another regulator reviews one or more of Clients’ proposed or existing investments, there can be no assurances that Clients will be able to maintain, or proceed with, such investments on terms acceptable to Clients. CFIUS or another regulator may seek to impose limitations on or prohibit one or more of Clients’ investments. Such limitations or restrictions may prevent Clients from maintaining or pursuing investments, which could adversely affect Clients’ performance with respect to such investment (if consummated) and, thus, Clients’ performance as a whole. Private Equity Investments Investments in private companies, including early-stage or highly leveraged companies, involve a high degree of business and financial risk. These companies may have limited or no operating history, require significant additional capital, experience substantial fluctuations in results, operate at a loss, face intense

competition, or be more vulnerable to adverse economic or industry conditions. In addition, where a Client holds a minority position, the Firm may have limited ability to influence management or protect the Client’s investment, even if protective provisions or board representation are sought. These risks could adversely affect performance and result in substantial or total losses.

The Firm and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a brokerdealer. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status. The Firm and its management persons are not registered as and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. Material Conflicts of Interest Relating to Other Investment Advisers. The Firm does not recommend or select other investment advisers for Clients.

Among other things, the Firm’s Code of Ethics: (i) governs personal trading by the Firm’s employees, (ii) contains the Firm’s policies with respect to gifts and entertainment, (iii) contains the Firm’s policies regarding certain outside activities of its employees, and (iv) sets forth the manner in which employees may report violations of law or the Firm’s policies and procedures. The Firm will provide a copy of its Code of Ethics to any Client or prospective Client upon request. Principal and Cross Transactions The Firm does not anticipate engaging in principal transactions or cross transactions. Any such transactions, if permitted in the future, would be conducted in accordance with the Firm’s written policies and procedures and applicable law, including the Firm’s fiduciary duty and Section 206(3) of the Advisers Act (as necessary). Personal Trading Policy The Code of Ethics permits certain personal securities transactions subject to restrictions designed to address potential conflicts of interest and to seek to ensure that employees act in accordance with their positions of trust and responsibility. Among other things, the Code of Ethics requires employees to obtain pre-clearance from the Chief Compliance Officer (“CCO”) prior to engaging in any transactions in “Reportable Trading Instruments” (as defined in the Firm’s Code of Ethics and generally inclusive of “reportable securities” as defined by Rule 204A-1 under the Advisers Act) other than transactions in municipal bonds and “Broad-Based ETFs”, which is defined in the Firm’s Code of Ethics to include exchange-traded funds with no component security comprising more than ten percent of the exchangetraded fund’s weighting. Employees are generally prohibited from engaging in transactions in individual public securities of any issuer in the biotechnology and pharmaceuticals subsectors (as defined in the Code of Ethics). Under certain circumstances, employees may make venture capital or private equity investments in healthcare and biotechnology companies separate and apart from the Firm’s Clients. Employees may become aware of such opportunities as part of their role in providing investment advice to the Firm’s Clients. Such investments are pre-cleared with the CCO (as are all private placements, for the avoidance of doubt) and reviewed by the CCO for potential conflicts of interest with the Firm’s advisory activities. Additionally, employees are required to provide the CCO with periodic reporting relating to their trading activity and personal accounts. The Firm’s policies relating to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee. Co-Investment Opportunities The Firm and its affiliates, from time to time, may offer one or more Client investors and other third-party investors (including the Firm, the General Partners, and any affiliated entities, including all such entities’ respective members, partners, officers or employees) the opportunity to co-invest with Clients in particular investments. The Firm may offer such co-investment opportunities when the size of the opportunity exceeds the amount of capital that the Firm or its affiliates believe should be invested by Clients, or when the opportunity is otherwise not appropriate for Clients, as determined by the Firm. The Firm is not required to offer co-investment opportunities to any Client investor, and no Client investor will be entitled (or obligated) to participate in such an opportunity by reason of being an investor in one

or more of the Clients. The Firm’s decision to offer (or not offer) co-investment opportunities to any Client investor will be made in the Firm’s sole discretion, as applicable. The Firm will offer co-investment opportunities to Client investors and/or other third-party based on factors such as, but not limited to, the nature of the opportunity, speed of execution required, tax considerations, such persons’ familiarity with, capability and history of making similar investments (including successfully consummating prior coinvestment opportunities with the Firm) 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 Clients and/or the Firm and/or to provide analytical and market advice or other expertise that may be valuable to Clients, and other factors deemed by the Firm and its affiliates to be relevant. The Firm has a conflict of interest when determining which Client investors, if any, to offer co-investment opportunities. Participation or Interest in Client Transactions Employees, principals, partners and members of the Firm are permitted to invest in Clients and will have access to information that is not available to other investors and/or will have access to information on a timelier basis than other investors. This may raise potential conflicts between and among the Firm, its personnel, such Client, and the Clients’ underlying investors. Additionally, the Firm and such persons will have an incentive to favor accounts in which they have a more proprietary interest, including in the allocation of investments, time and attention. The Firm takes reasonable steps to manage these conflicts and to prevent the misuse of material information about Clients and their investments. There are expected to be instances where a Client makes an investment into a private company or other asset in which an employee of the Firm has previously made a personal investment. This presents a conflict of interest where the Client’s investment results in an increase in the value of the employee’s personal investment. Additionally, employees of the Firm may be permitted to invest in the securities of companies in which the Clients declined to invest or in which the Clients were otherwise unable to invest. In such instances, the Firm’s employees may benefit from the research and diligence done on behalf of the Clients and for which the Clients ultimately bore the expense. In order to seek to minimize the conflicts, the Firm’s personal trading policies and procedures require pre-approval of private securities transactions. Additional Firm Clients The Firm currently provides investment management services to the Clients and, in the future, expects to provide investment management services to additional clients, including other collective investment vehicles or separate accounts established primarily for third-party investors and/or Firm affiliates. New Clients may or may not employ investment strategies that are similar to, overlapping with, or competing with the investment strategies of the existing Clients, which could conflict with the activities and strategies of existing Clients and affect the prices and availability of the securities and instruments in which existing Clients invest. Furthermore, existing and future Clients may share personnel and resources with the current Clients. The Firm is not required to seek Client or investor consent or grant Client or investors withdrawal rights prior to the formation or engagement of any new Client. In connection with the formation or engagement of any new Client, the Firm may utilize information regarding the portfolios and performance of Clients or particular investment team members for evaluation, marketing, or other purposes.

In such circumstances, there may be a resulting price or execution disadvantage to the Client. Specifically, such arrangements may impair the Firm’s ability to obtain best execution; impact such Client’s ability to receive the efficiencies of aggregated orders, and may cause execution to occur at different times for different Clients. The Firm has an obligation to seek to obtain “best execution” for Clients with respect to their trading activity. Best execution generally includes the execution of Client trades at the best net price considering all relevant circumstances. However, the Firm need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. The Firm seeks best execution with respect to Client transactions, taking into account various factors. Such factors are expected to include, among others: the ability to obtain favorable prices, speed and accuracy of execution, market expertise and access to liquidity, minimization of market impact or slippage, the ability of a broker to maintain confidentiality about the Firm’s transactions, and the range and quality of services provided and products offered (e.g., research services, market data, news and quotation services, publications and corporate access). Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. The Firm has not committed to provide any level of brokerage business to any broker, and actual brokerage business received by any broker may be less than the suggested allocations but can (and often does) exceed the suggestions, because total brokerage is allocated based on all the considerations described above. The Firm periodically evaluates, among other things, the execution that it receives from brokers. In conducting its evaluation, the Firm considers the factors listed above, a post-hoc analysis of brokers’ execution and a review of any known or perceived conflicts of interests (e.g., gifts and entertainment from brokers or directing commissions to a broker that employs a family member of one of the Firm’s employees). Research and Other Soft Dollar Benefits Although the Firm does not currently use any formal commission sharing arrangements, from time to time, the Firm pays broker-dealers commissions for effecting client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. These soft dollar arrangements create a potential incentive for the Firm to select a broker based on the Firm’s interest in receiving such additional products or services, rather than on its Clients’ interests in

receiving the most favorable execution. Further, soft dollar arrangements pose a possible conflict of interest for the Firm in that such arrangements potentially allow the Firm to pay expenses with Client commissions that would otherwise be borne by the Firm. When utilizing soft dollar arrangements, the Firm complies with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under this provision, in exercising the Firm’s discretionary authority to select or arrange for the selection of brokers for execution of transactions for its Clients, and, subject to the Firm’s duty to obtain best execution, the Firm may consider the value of research and brokerage products and services provided by such brokers. Accordingly, if the Firm determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, a Client may pay commissions to such broker in an amount greater than the amount another broker might charge. Research provided by such brokers may be used to service all Clients and not exclusively in connection with the management of Clients that generated the particular soft dollar credits. Where a product or service obtained with Client commission dollars provides both research and nonresearch assistance to the Firm, the Firm will make a reasonable allocation of the cost which may be paid for with Client commission dollars. The Firm also executes transactions on behalf of Clients with brokers that provide the Firm with access to bundled services. To the best of the Firm’s knowledge, these services will generally be made available to all institutional investors doing business with such broker. These bundled services will be made available to the Firm on an unsolicited basis and without regard to the rates of commissions charged or paid by the Funds or the volume of business that the Firm directs to such brokers. Brokerage for Client Referrals The Firm does not commit, promise or direct brokerage to any broker-dealer as compensation for referring Clients, investors or prospective investors to the Firm or any Client, and no broker-dealer is entitled to receive brokerage on that basis. Consistent with its duty to seek best execution, the Firm may consider a range of execution and brokeragerelated factors, including execution quality, access to liquidity, confidentiality, commission rates, operational capabilities, research, market data and corporate access. The Firm may receive capital introduction or similar services from broker-dealers, which may create a conflict of interest because the Firm could have an incentive to use a broker-dealer based on those services rather than solely on execution-related considerations. The Firm seeks to address this conflict through its brokerage, soft dollar and best execution policies and procedures, including periodic review of broker relationships, commission usage, execution quality, soft dollar arrangements and potential conflicts of interest by the Firm’s Best Execution Committee. Allocation of Investments and Private Investments The Firm will seek to allocate investment opportunities among Clients fairly and equitably, to the extent practical and consistent with each Client’s investment strategy, but is not required to make the same investment available to all Clients. Clients may have similar or conflicting objectives, strategies, positions,

liquidity needs, financing terms, tax or regulatory considerations, or governing document requirements, which may result in different advice, trading decisions, portfolios and returns. Conflicts may arise where multiple Clients invest in the same issuer, including at different stages or through different vehicles. The Non-Discretionary Account’s investment program is currently limited to private issuers and may conflict with the Funds or SMA, particularly where a private investment becomes publicly traded following an IPO or other liquidity event. In those circumstances, the Firm may sell, reduce or hold an investment for one Client while taking a different action for another Client, including for reasons such as differing strategies, portfolio rebalancing, liquidity needs, realization requirements, lock-ups or other Client-specific terms. Such activity may adversely affect the price, liquidity or value of securities held by other Clients and may cause Client performance to vary significantly. A Client may also be subject to legal, regulatory or contractual restrictions arising from another Client’s investment in the same issuer. For example, a lock-up agreed to in connection with a private investment may restrict a Client’s ability to dispose of publicly traded securities acquired in an IPO or otherwise. Aggregation of Orders Aggregation opportunities for the Firm generally arise when more than one Client purchases or sells the same investment on the same day. To the extent that an investment is purchased or sold for more than one Client, the Firm will generally aggregate orders for such investment unless aggregation is not consistent with its duty to seek best execution or the terms of the investment guidelines and restrictions applicable to Clients. Each Client that participates in an aggregated order will receive the average price with transaction costs shared pro rata based on each Client’s participation in the transaction. When an aggregated order is only partially filled, the Firm will allocate the investment pro rata in accordance with its intended allocation. Trade Errors While the Firm will seek to take certain precautions to reduce the risk of Clients experiencing trade errors (each, a “Trade Error,” as defined in the Firm’s policies and procedures), given the volume and frequency of trades for Clients, Trade Errors may occur. As a result of the applicable provisions of the Governing Documents, Clients (and not the Firm) will benefit from any gains resulting from Trade Errors. Clients will also be responsible for any Trade Error losses, unless such losses resulted from a Trade Error caused by the Firm’s failure to act within the standard of care or exculpation and indemnification provisions of the Governing Documents. In addition, because the Firm determines whether any Trade Error occurred and whether the Firm has acted within the applicable standard of care or exculpation and indemnification provisions, any such determination presents an inherent conflict of interest.

Reporting On an annual basis, the Firm provides, or will provide, the Funds’ investors with a copy of the applicable Fund’s audited financial statements and, if applicable, a statement of taxable income (Schedule K-1). The Investors in the Funds, the SMA and the Non-Discretionary Account receive reporting in accordance with the Governing Documents, which may include position-level transparency, trade files, performance information, valuation information, tax information and other reports.

The Firm may take into account the following factors, among others, in determining if a specific proposal is in the best interests of a particular Client: (i) management of the issuer’s views and recommendations on such proposal, (ii) whether the proposal may have the effect of entrenching existing management and/or making management less responsive to shareholders’ concerns (e.g., instituting or removing a poison pill, a classified board of directors, or other anti-takeover measures), and (iii) whether the Firm believes that the proposal will fairly compensate management for its and/or the issuer’s performance. The Firm will abstain from voting or affirmatively decide not to vote if the Firm determines that abstaining or not voting is in the best interests of Clients. Conflicts of interest may arise between the interests of Clients, on the one hand, and the interests of the Firm, its employees or other related persons, on the other hand. If the Firm determines that it may have, or is perceived to have, a conflict of interest when voting proxies, the Firm will take steps to address the conflict, including but not limited to: relying exclusively in making its voting decision on the Proxy Service’s recommendation; delegating the voting decision for such voting decision to an independent third party; delegating the voting decision to an independent committee of partners, members, directors or other representatives of the Clients, as applicable; informing the Clients of the conflict of interest and obtaining consent (majority consent in the case of the Fund) to vote the proxy as recommended by the Firm; or obtaining the approval of the decision from the CCO and third-party legal advisors. Upon request by a Client, the Firm will disclose to such Client how it voted proxies for securities owned by such Client. The Firm will also provide a copy of its proxy voting policies and procedures to Clients upon request.