Alerce Investment Management LP

“Fees and Compensation,”
                                           Compensation," Alerce Management Group generally
receives a carried interest allocation on certain realized profits in the Funds. Alerce Management
Group also manages accounts that are not charged performance-based compensation or are
charged performance-based compensation in lower percentages. This practice could present a
conflict of interest because Alerce Management Group has an incentive to favor accounts for which
it receives the highest performance-based compensation.

        Additionally, to the extent that Alerce Management Group personnel are assigned varying
percentages of carried interest from the Funds, such personnel are subject to potential conflicts of
interest, to the extent they are involved in identifying investment opportunities as appropriate for
Funds from which they are entitled to receive a higher carried interest percentage.

        Alerce Management Group seeks to address the potential for conflicts of interest in these
matters with allocation practices that provide that transactions and investment opportunities will
be allocated to the Funds (and Principal Group accounts) in accordance with a Fund's
                                                                               Fund’s investment
guidelines and Partnership Agreement, as well as other factors that do not include the amount of
performance-based compensation received by Alerce Management Group or any personnel.

        The existence of performance-based compensation has the potential to create an incentive
for the General Partner to make more speculative investments on behalf of a Fund than it would
otherwise make in the absence of such arrangement, although Alerce Management Group
generally considers performance-based compensation to better align its interests with those of its
investors.

                                   IITEM
                                     TEM 7—T YPES OF C
                                         7-TYPES     CLIENTS
                                                      LIENTS

        Alerce Management Group provides investment advice to the Funds and the Principal
Group. The Funds may include investment partnerships or other investment entities formed under
domestic or foreign laws and operated as exempt investment pools under the Investment Company
Act of 1940, as amended. The investors participating in the Funds may include individuals, banks
or thrift institutions, other investment entities, university endowments, sovereign wealth funds,
family offices, pension and profit-sharing plans, trusts, estates or charitable organizations or other
corporations or business entities and may include, directly or indirectly, principals or other
employees of Alerce Management Group and its affiliates and members of their families or other
service providers retained by Alerce Management Group, as well as executives of portfolio
companies.

        Third-party Fund investors are generally required to make a minimum initial commitment
of $5 million or $10 million, depending on the Fund, which minimum amounts have in the past,
and may in the future, be waived by Alerce Management Group. Fund interests generally are
expected to be offered and sold to investors that are accredited investors and qualified purchasers
(or qualified knowledgeable Alerce Management Group personnel).

       IITEM 8—METHODS OF ANALYSIS,
         TEM 8-METHODS    ANALYSIS, IINVESTMENT
                                      NVESTMENT S TRATEGIES AND R
                                                STRATEGIES       ISK OF L
                                                                RISK    LOSS
                                                                          OSS

General

       Alerce Management Group is a private investment firm formed to provide advisory
services to private investment funds and accounts of the Principal Group. The Funds will generally
make significant long-term investments in both private and public companies in the medical
technology industry (broadly defined to include biotech, medical devices and healthcare services).
Alerce Management Group’s
                       Group's investment advisory services include identifying and evaluating
investment opportunities, negotiating investments, managing and monitoring investments and
achieving dispositions for investments.

        There can be no assurance that Alerce Management Group will achieve the investment
objectives of any Fund or other client, and a loss of investment is possible. From time to time,
Alerce Management Group also may utilize other investment strategies and/or make opportunistic
investments in private or public companies other than those described above in connection with
the management of existing and future Funds and as permitted under a relevant Fund's
                                                                              Fund’s Partnership
Agreement and Memorandum.

Investment Strategy

       Alerce Management Group primarily intends to pursue a focused investment strategy for
the Funds, as described below (and as further described in the applicable Memorandum):

            Medical Technology. Alerce Management Group intends to focus on various medical
   Focus on Medical
   technology companies, including biotechnology drugs and therapies, medical devices and
   healthcare services.

   Lifesaving Device or Drugs. Alerce Management Group will seek to cause the Funds to invest
   in companies that are pursuing lifesaving devices or drugs, or devices or drugs that are life
   altering in a major way. In the Principal's
                                   Principal’s experience, these life-saving technologies have the
   highest value to society and thus may benefit from increased attention and focus by
   stakeholders and regulators in helping the company succeed.
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