ACUTA CAPITAL PARTNERS, LLC

Description of the Advisory Firm

Acuta Capital Partners, LLC (“Acuta” or the “Firm”), a Delaware limited liability company formed in July of 2011, provides investment management services to the Funds, as defined below. Acuta is principally owned by Anupam Dalal. Anupam Dalal serves as the Managing Member and Chief Investment Officer of the Firm. Scott Smith is the Chief Compliance Officer and Chief Operating Officer of Acuta. Acuta provides investment management services, directly or through its affiliates, to several privately-offered pooled investment vehicles (the “Funds”). References herein to a “client” mean, as applicable based on the context, the Funds and any client to which Acuta may provide nondiscretionary investment advice services in the future. B.

Types of Advisory Services

Acuta provides investment advice and management to the following privately placed investment funds (the “Funds”): 1.

Acuta Opportunity Fund, LP, a Delaware limited partnership (“Acuta Opportunity Fund”);

2.

Acuta Capital Fund, LP, a Delaware limited partnership (“Acuta Capital Fund” and together with Acuta Opportunity Fund, the “Domestic Funds”); and

3.

Acuta Capital Offshore Fund, Ltd., a Cayman Islands exempted company that acts as a feeder fund to Acuta Capital Fund (“Acuta Capital Offshore”).

Acuta Capital Offshore pursues its investment activities by investing all or a substantial portion of its assets in Acuta Capital Fund in a mini-master/feeder structure. Acuta Opportunity Fund and Acuta Capital Fund generally invest on a side-by-side basis. The Funds seek to achieve capital appreciation by profiting from market inefficiencies using a valueoriented, absolute return approach. Acuta attempts to achieve superior risk-adjusted investment results over time through the successful implementation of Acuta’s investment philosophy. There can be no assurance that the Funds will achieve this objective or that substantial losses will not be incurred. Please see Item 8 below for a more detailed description of the investment strategies pursued by the Funds and applicable risk factors. The Funds offer interests (the “Interests”) to certain qualified investors as described in the response to Item 7 below (investors in the Funds, including prospective investors, are referred to herein as “Investors”). C.

Client Tailored Services and Client Imposed Restrictions

Advisory services are tailored to achieve the Funds’ investment objectives as described more fully in each Fund’s offering memorandum and governing documents (the “Constituent Documents”).

Generally, Acuta has the authority to select which and how many securities and other instruments to buy or sell without consultation with the Funds or their Investors. With respect to the Funds, Acuta does not tailor its advisory services to the needs of individual Investors and Investors may not impose restrictions on investing in certain securities or types of securities. Each Fund’s offering memorandum and other Constituent Documents set forth such Fund’s investment strategy, including guidelines regarding the types of securities the Fund will invest in and portfolio limits and Investors generally do not have the right to specify, restrict, or influence their Funds’ investment objectives or any investment or trading decisions. In certain cases, Acuta has entered into side letter agreements with certain investors in the Funds (“Side Letters”) establishing rights under, or supplementing or altering the terms of, the Constituent Documents of the applicable Fund. Acuta may enter similar agreements in the future. Such Side Letters may cover many different topics, including without limitation: modified fee terms including fee waivers and reductions, the right to receive certain special allocations, modified notice or reporting requirements, and certain other matters relating to an investment in the applicable Fund. Acuta tracks all Side Letters that have been entered into with respect to each Fund to ensure that no investors are materially disadvantaged by the triggering of one or more provisions of a Side Letter. Once invested in a Fund, Investors generally cannot impose additional investment guidelines or restrictions on such Fund. D.

Wrap Fee Programs

Acuta does not participate in wrap fee programs. E.

Regulatory Assets Under Management

As of May 31, 2026, Acuta manages $187,238,180 in regulatory assets on a discretionary basis. Acuta currently does not manage any assets on a non-discretionary basis.

Fee Schedule

The fees and compensation payable to Acuta are negotiable and vary among its Funds. However, the range of compensation is generally as follows: 1.

Management Fee

Acuta typically receives a quarterly asset-based management fee calculated as a percentage of each Investor’s capital account, payable quarterly in advance. The management fee for the Funds is generally equal to 0.50% quarterly (2.0% annually). 2.

Incentive-Based Compensation

Acuta receives an incentive allocation equal to a percentage of the net income allocated to each Investor for the year, but only to the extent net income allocated to that Investor exceeds any cumulative losses that were allocated to that Investor for earlier periods and that have not been recovered (a “High Watermark”). The incentive allocation for the Funds is generally equal to 20% of net profits (including both realized and unrealized gains and losses) of each Fund.

Incentive-based compensation will only be charged to accounts of those Investors who are “qualified clients” as defined in Rule 205-3 of the Advisers Act. 3.

Fee Comparison

Fees and other compensation are negotiable in certain circumstances and may be waived at the discretion of Acuta, and arrangements with any particular Investor or Fund may vary. The expenses of the Funds, including the management fee and any incentive-based compensation, may constitute a higher percentage of average net assets than would be found in other investment vehicles. Although Acuta believes its fees are competitive, lower fees for comparable services may be available from other investment advisers. B.

Payment of Fees

For the Funds, management fees, incentive-based compensation, and third-party fees (discussed below) are deducted from Funds’ assets. Management fees, which are paid in advance, are withdrawn at the beginning of the quarter. Incentive allocations are allocated as of the last business day of the calendar year and as of any date on which an Investor makes a withdrawal or receives a distribution from such Investor’s capital account(s). C.

Other Fund Fees and Expenses

The Funds generally pay such costs and expenses as Acuta reasonably determines to be necessary, appropriate, advisable or convenient to carry on its business and realize its objective, including but not limited to: (i) management fees; (ii) all general investment expenses such as brokerage commissions, research expenses, interest on margin accounts and other indebtedness, custodial fees, bank service fees and withholding and transfer fees; (iii) legal, accounting, auditing, record-keeping, tax form preparation, fund administration, registration, regulatory, systems and technology expenses and corporate licensing fees; (iv) fees, costs and expenses of third-party service providers that provide services including outsourced back office services and outsourced risk management advisory and software expenses; (v) investment related consultants; (vi) expenses incurred with respect to the preparation, duplication and distribution to Limited Partners and prospective Limited Partners of Fund offering documents, annual reports and other financial information; (vii) advisory committee expenses; (viii) insurance (including Directors and Officers liability); and (ix) indemnification and litigation expenses. Acuta’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which will be incurred by the Funds. Such charges, fees and commissions are exclusive of and in addition to Acuta’s management fee, and Acuta will not receive any portion of these commissions, fees and costs. Investors should refer to the relevant Constituent Documents for a full disclosure of costs and expenses that may be borne by the Funds. Please see Item 12 of this Brochure regarding brokerage. D.

Outside Compensation for the Sale of Securities

Neither Acuta nor its supervised persons accepts compensation for the sale of securities or other investment products outside of its association with Acuta. The foregoing responses to Item 5 represent Acuta’s basic compensation arrangements. The management fees and incentive allocations described above are structured to comply with

Rule 205-3 under the Advisers Act and applicable state laws. It is critical that investors in the Funds refer to the relevant Constituent Documents for a complete understanding of fees and expenses. The information contained herein is a summary only and is qualified in its entirety by the applicable Constituent Documents.

Acuta’s primary methods of analysis is fundamental analysis using financial newspapers and magazines; inspection of corporate activities; research materials prepared by others; consultations with industry experts; corporate rating services; timing services; annual reports, prospectuses, filings with the SEC; evaluation of non-public information provided by prospective portfolio companies under an NDA; and company press releases. B.

Investment Strategies

Acuta’s fundamental investment philosophy is summarized by a few tenets: bottom-up analysis, absolute-value oriented investing, and a willingness to take a long-term perspective in a very shortterm oriented market. Acuta believes that investment success also requires remembering that securities prices are not merely numbers on a web page but are fractional interests in or claims on companies. Acuta feels that business fundamentals, not price quotations, convey useful information. Acuta employs a bottom-up strategy by which individual investment opportunities are identified one at a time through fundamental analysis. Analyzing the quarterly and annual reports, interviewing management, customers, and competitors, and performing in depth industry diligence are standard processes that Acuta intends to employ to gain an assessment of the risk-return profile of an investment. Acuta intends to employ a value approach to investing that is risk averse and focused on preserving capital over the long run. Anupam Dalal, the Chief Investment Officer of Acuta, has more than 20 years’ experience investing in health care; thus, health care will be a sector in which the Funds intend to explore and make investments with a focus on biotechnology. However, the most important investment criterion for the Funds is not what sector the investment is in, but an in-depth understanding of the factors that might cause a company or security to be particularly undervalued in the market. C.

Risks of Investments and Strategies Utilized

Investing in securities involves risk of loss that Funds and Investors should be prepared to bear. Relevant risk factors include: General Investment and Trading Risks. Acuta invests in securities and other financial instruments using strategies and investment techniques with significant risk characteristics. No guarantee or representation is made that this strategy will be successful. Acuta’s investment program utilizes such investment techniques as option transactions, margin transactions, short sales, forwards, leverage and derivatives trading, the use of which can, in certain circumstances, maximize the adverse impact to which the Funds may be subject. Small- and Mid-Cap Risks. A portion of the Funds’ assets are invested in securities of small-cap and mid-cap issuers. Securities of small-cap issuers may present greater risks than those of large- cap

issuers. For example, some small- and mid-cap issuers often have limited product lines, markets, or financial resources. They may be subject to high volatility in revenues, expenses and earnings. Their securities may be thinly traded, may be followed by fewer investment research analysts and may be subject to wider price swings and thus may create a greater chance of loss than when investing in securities of larger-cap issuers. The market prices of securities of small- and mid-cap issuers generally are more sensitive to changes in earnings expectations, to corporate developments and to market rumors than are the market prices of large-cap issuers. Risks Associated with Investments in Distressed Securities. Acuta may invest in “below investment grade” securities and obligations of domestic and non-U.S. 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. These securities are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Some of these securities may not be publicly traded, and it therefore may be difficult to obtain information as to the true condition of such issuers. Additionally, in certain periods, there may be little or no liquidity in markets for these securities. Such investments also may be affected adversely 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 or disenfranchise particular claims. Such companies’ securities 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. Investing in High Yield Securities. Acuta may invest in high-yield securities. Such securities are generally not exchange traded and, as a result, these instruments trade in the over-the-counter marketplace, which is less transparent than the exchange-traded marketplace. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. Futures, Commodities and Derivative Investments. The prices of commodities contracts and derivative instruments, including futures and options, are highly volatile. Payments made pursuant to swap agreements may also be highly volatile. Price movements of commodities, futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of futures, options and swap agreements also depends upon the price of the commodities underlying them. In addition, the Fund’s assets may also be subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties. Credit Default Swaps. Acuta may invest in credit default swaps. A credit default swap is a contract between two parties which transfers the risk of loss if a company fails to pay principal or interest on time or files for bankruptcy. Swap transactions dependent upon credit events are priced incorporating many variables including the pricing and volatility of the common stock, potential loss upon default and the shape of the U.S. Treasury Market curve, among other factors. As such, there are many factors upon which market participants may have divergent views. It may also enter into credit default swap transactions, even if the credit outlook is positive, if it believes that participants in the marketplace have incorrectly valued the components which determine the value of a swap.

Convertible Securities. The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the investment value of convertible securities. The conversion value of a convertible security is determined by the market price of the underlying common stock. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Funds is called for redemption, the Funds will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third-party. Any of these actions could have an adverse effect on Acuta’s ability to achieve their client’s investment objective. Exchange Traded Funds. Exchange-traded funds (“ETFs”) are a type of index fund bought and sold on a securities exchange. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs. ETFs are also subject to other risks, including: (i) the risk that their prices may not correlate perfectly with changes in the underlying index; and (ii) the risk of possible trading halts due to market conditions or other reasons that, in the view of the exchange upon which an ETF trades, would make trading in the ETF inadvisable. PIPES and Other Restricted Securities. Acuta invests, to a limited extent, in private investments in public equity (“PIPE”) financings. In a PIPE transaction, typically purchased are unregistered equity securities of a class of securities that is publicly traded and receives registration rights with respect to the unregistered securities. The securities are not publicly tradable when it is initially purchased and/or may never become publicly tradable. Acuta invests, to a limited extent, in restricted securities that are subject to substantial holding periods or that are not traded in public markets. Restricted securities generally are difficult or impossible to sell at prices comparable to the market prices of similar securities that are publicly traded. It is highly speculative as to whether and when an issuer will be able to register its securities so that they become eligible for trading in public markets. Highly Volatile Markets. The prices of financial instruments in which Acuta may invest can be highly volatile. Price movements of forward and other derivative contracts in which the Funds’ assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The Funds are subject to the risk of failure of any of the exchanges on which their positions trade or of its clearinghouses. Economic Conditions. Changes in economic conditions, due to, among other things, changes in interest or inflation rates, credit availability, industry conditions, government regulation, competition, technological developments, public health issues, war, political and diplomatic events and trends, changes to tax and other laws, and innumerable other factors, can adversely affect the Funds. Use of Leverage and Financing. Acuta may leverage Fund's capital if it believes that the use of leverage enables the Funds to achieve a higher rate of return. Accordingly, Acuta may pledge securities in order to borrow additional funds for investment purposes. Any event which adversely

Read the rest in the brochure

Acuta provides investment advice and management to the Funds. Acuta intends to restrict the number of Investors in the Funds and will offer Interests only through non-public transactions in order to maintain the Funds’ exclusion from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Prospective Investors in the Funds must meet eligibility criteria and are subject to certain withdrawal requirements and limitations. Prospective Investors are encouraged to thoroughly review the applicable Constituent Documents which set forth all of the terms in detail. Though certain of the Funds pursue the same or similar strategies, offering terms may differ. Investors in Acuta Opportunity Fund generally must be an “accredited investor” (as defined in Regulation D under the Securities Act of 1933), a “qualified client” (as defined in Rule 205-3 under the Advisers Act), as applicable, and must meet other criteria as specified in the Constituent Documents of the Fund. Investors in Acuta Capital Fund and Acuta Capital Offshore must generally be “accredited investors” under Regulation D of the Securities Act and “qualified purchasers” as defined in Section 2(a) (51) of the Investment Company Act, and must meet other criteria as specified in the Constituent Documents of the Funds. The minimum initial investment by Investors is typically $250,000 and subject to waiver at the discretion of Acuta.

As discussed in Item 5.A., Acuta generally receives performance-based fees from its Funds in the form of incentive allocations. The receipt of incentive allocations provides an incentive for Acuta to make riskier or more speculative investments on behalf of a Fund than it might make otherwise. Notwithstanding this potential incentive, Acuta will evaluate investments in a manner that it considers to be in the best interest of its Funds, given those Funds’ investment objectives, investment strategies, suitability of the investment, and risk profile. To the extent that there may be differences in Acuta’s compensation arrangements, such circumstances could create an incentive for Acuta to manage Fund portfolios so as to favor a portfolio that pays performance-based compensation over one that does not. Notwithstanding this conflict, Acuta will allocate transactions and opportunities among the Funds’ accounts in a manner it believes to be as equitable as possible, considering each Fund’s objectives, programs, limitations and capital available for investment.

Registration as a Broker-Dealer or Broker-Dealer Representative

Neither Acuta nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B.

Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor

Neither Acuta nor any of its management persons are registered, or have an application pending to register, as futures commission merchant, commodity pool operator, a commodity trading advisor or an associated person of the foregoing entities. Acuta is an exempt commodity pool operator and operates the Funds pursuant to the CFTC Reg. 4.13(a)(3) de minimis exemption. C.

Relationships Material to this Advisory Business and Possible Conflicts of Interest

Certain Acuta personnel serve on boards of directors, executive committees or Advisory Committees at various unaffiliated companies and organizations. Currently, Anupam Dalal serves on the board of Aadi Bioscience, Inc. Serving in such a capacity exposes such personnel, and by association Acuta and the Funds, to certain conflicts of interest including with respect to allocating time and investment opportunities. For example, the possibility exists that such companies could engage in transactions that would be suitable for Funds, but in which the Fund might be unable to invest. Acuta believes that these conflicts are mitigated by the fact that Acuta personnel will allocate such time and attention as deemed appropriate and necessary to carry out the operations of Funds effectively. Furthermore, Acuta maintains internal compliance policies that are intended to minimize the negative effects of such conflicts, if they arise. However, there can be no assurance that permitting such other involvement of an Acuta personnel will not result in less favorable results for Funds than if the Acuta personnel was not permitted to serve in such capacity.

Personal Trading A.

Code of Ethics

Acuta has adopted a Code of Ethics (the “Code”). The Code governs the activities of Acuta’s “Access Persons,” which generally include each member, officer, director of Acuta and any employee or other supervised person of Acuta who (i) has access to non-public information regarding the securities transactions or holdings of any Fund, or (ii) is involved in making securities recommendations to Funds, or has access to such recommendations that are non-public. Every employee of Acuta and certain consultants is deemed to be an Access Person. Acuta holds its Access Persons to a high standard of integrity and business practices that reflects its fiduciary duty to its Funds. In serving its Funds, Acuta strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its Access Persons and Funds' securities

transactions. When Access Persons engage in personal securities transactions, they must adhere to the following general principles as well as to the Code’s specific provisions: (a) at all times the interests of its Funds must be paramount; (b) personal transactions must be conducted consistent with the Code in a manner that avoids any actual or potential conflict of interest; and (c) no inappropriate advantage should be taken of any position of trust and responsibility Access Persons have certain trading restrictions and reporting obligations of their personal securities transactions Except as provided in the Code, Access Persons are required to obtain pre-clearance prior to any personal trade in a reportable security, including any direct or indirect purchase or sale of any individual equity securities (including any option, future, forward contract, depository receipt, or other obligation relating to individual equity securities) except for ETF, ETN, VIX and Municipal Bonds. Each Access Person is provided with a copy of the Code and must annually certify that they have received it and have complied with its provisions. In addition, any Access Person who becomes aware of any potential violation of the Code is obligated to report the potential violation to the Chief Compliance Officer. Acuta will provide a copy of its Code of Ethics to current and prospective Investors and Funds upon request. Such a request may be made by submitting a written request to Acuta at the address on the cover page to this Brochure. B.

Recommendations Involving Material Financial Interests

Neither Acuta nor its related persons recommends to Funds, or buys or sells for Funds' accounts, securities in which Acuta or a related person has a material financial interest. C.

Investing Personal Money in the Same Securities as Funds

Although Acuta’s policies and procedures generally prohibit its Access Persons and related persons from trading in the same instruments that Acuta buys or sells for its Funds' accounts, there may be limited circumstances in which Acuta, its Access Persons and/or the related persons may also personally buy or sell the same instruments, such as securities or options on securities, that Acuta buys or sells for Fund Accounts, or are subsequently bought for Funds' accounts because of Acuta’s recommendations regarding a particular security Acuta’s policy as to such transactions prohibits both Acuta and any of its Access Persons or related persons to benefit from price movements that may be caused by transactions for Funds' accounts or otherwise Acuta addresses this conflict by requiring Access Persons to sign and adhere to Acuta’s Code of Ethics and to obtain authorization prior to the purchase or sale of any security held in Funds' accounts, and to report personal securities holdings and transactions to Acuta. D.

Trading Securities At/Around the Same Time as Funds’ Securities

As discussed above, from time to time, Acuta, its Access Persons, or related persons of Acuta may buy or sell securities for themselves only with pre-authorization from the Chief Compliance Officer. Acuta will document any transactions that can be construed as conflicts of interest and will always transact Funds' business before the business of its Access Persons and/or related persons when similar securities are being bought or sold.

Factors Used to Select or Recommending Broker-Dealers

Acuta has discretion as to the placement of brokerage transactions (and accordingly, the commission rates paid) for Fund accounts with or through such brokers or dealers as it may deem appropriate It is the policy and practice of Acuta to strive for the best price and execution that are competitive in relation to the value of the transaction (“best execution”) In selecting a broker, dealer or other intermediary, Acuta will consider such factors that in good faith and judgment it deems reasonable under the circumstances, including without limitation: (1) price; (2) a brokerage firm’s research and investment ideas that directly impact the Fund’s portfolio; (3) a firm’s ability to properly execute any orders (based on the size of the trade and its complexity to execute); and (4) the operational aspects of a brokerage firms’ back office and custodian or other administrative services Acuta acknowledges its obligation to seek the best execution reasonable within the circumstances of a trade. However, Acuta does not obligate itself to obtain the lowest commission or best net price for an account on any particular transaction. Acuta believes that the broker-dealers that it selects and recommends for Fund transactions provide competitive transaction and custody costs, helping clients to eliminate or control costs and optimize the custodial structure to the benefit of account holders. When possible, Acuta seeks to pre-negotiate preferred terms for its clients providing Funds with the benefits associated with the economy of scale and custodial knowledge of the firm. Acuta currently uses Morgan Stanley & Co., LLC as its prime broker and custodian. In addition, the Northern Trust Bank may also provide custody services. Acuta may replace any firm or appoint an additional prime broker and custodian at any time. 1.

Research and Other Soft Dollar Benefits

Acuta does not currently utilize soft dollars. The following will govern any soft dollar relationships that Acuta may elect to add in the future. Acuta may, through a future soft dollar relationship, cause a Fund to pay a broker brokerage commissions, other transaction fees and markups or markdowns with respect to certain riskless principal transactions that exceed those that otherwise might be available for effecting that transaction in recognition of the value of the brokerage and research services provided by that broker. These payments are referred to as “soft dollars.” Acuta also may direct a broker that executes transactions to share some of its commissions with another broker that provides such brokerage or research services to Acuta. Should Acuta engage in soft dollars, Acuta intends to effect any such transactions only to the extent that they fall within the safe harbor of section 28(e) of the Securities Exchange Act of 1934, which permits investment advisers to enter into such transactions for their client accounts to obtain brokerage or research services that provide lawful and appropriate assistance to the adviser in performing investment decision-making responsibilities. For these purposes, eligible “brokerage” services and products are those used to effect securities transactions for the Funds or to assist in effecting those transactions, such as execution, clearing, and settlement of securities transactions and other functions incidental thereto. Eligible “research” products and services include advice, analyses, or reports that provide lawful and appropriate assistance to Acuta in making investment decisions for the Funds. In selecting brokers or dealers to execute transactions, Acuta need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Acuta may select a brokerdealer in recognition of the value of various services or products, beyond transaction execution, that

such broker-dealer provides where, considering all relevant factors, it believes the broker-dealer can provide best execution. Broker-dealers with which Acuta may establish soft dollar arrangements generally establish “credits” based on past transactional business, which will be used to pay for specified expenses, as described below. Although customary, these arrangements present potential conflicts of interest in allocating securities transactional business to broker-dealers in exchange for soft dollar benefits, including an incentive to select a broker-dealer based on Acuta’s interest in receiving research or other products or services, rather than on the Funds’ interest in receiving the most favorable execution. If any product or service obtained with soft dollars incorporates elements that fall within the section 28(e) “safe harbor” and others that do not (a “mixed-use” item), Acuta will make a good faith allocation of the portion that may be paid with soft dollars. In making that allocation, Acuta has a conflict of interest as it may be obligated to bear the remaining portion of the expense not paid through soft dollars. 2.

Brokerage for Client Referrals

Acuta does not consider, in selecting or recommending broker-dealers, client referrals from a brokerdealer. Acuta may receive referrals in the future and, if it does, it will appropriately amend this Brochure. 3.

Directed Brokerage

Acuta does not have any “directed brokerage” arrangements with the Funds. Acuta has complete discretion in deciding what brokers and dealers the Funds will use and in negotiating the rates of compensation the Funds will pay. B.

Aggregating Trading for Multiple Client Accounts

Acuta may (but is not required to) combine orders on behalf of one Fund account with orders for other Fund accounts for which it or its principals have trading authority. When it does, Acuta will generally allocate the securities or proceeds arising out of those transactions (and the related transaction expenses) on an average price basis among the various participants. Acuta believes combining orders in this way will, over time, be advantageous to all participants. However, the average price could be less advantageous to a Fund than if that Fund had been the only account effecting the transaction or had completed its transaction before the other participants. Because of Acuta’s relationship to the Funds it manages by virtue of its position as an investment manager, there may be circumstances in which transactions for those entities may not, under certain laws, regulations and internal policies, be combined with those of some of Acuta’s and its affiliates’ other Funds, which may result in less advantageous execution for those Funds. Acuta may place orders for the same security for different Funds at different times and in different relative amounts due to differences in investment objectives, cash availability, size of order and practicability of participating in “block” transactions. The level of participation by different Funds in the same security may also be dependent upon other factors relating to the suitability of the security and exposure levels for the particular Fund. In addition, Acuta and/or its related persons or Funds may buy or sell specific securities for its own account that are not deemed appropriate for Funds' accounts at the time, based on personal

investment considerations that differ from the considerations on which decisions as to investments in Funds' accounts are made. Where execution opportunities for a particular security are limited, Acuta attempts in good faith to allocate such opportunities among Funds in a manner that, over time, is equitable to all clients.

Economic Benefits Provided by Third Parties

Acuta does not receive any economic benefit, directly or indirectly from any third party for advice rendered to Funds. Please refer to Item 10 above for information relating to certain of Acuta’s financial industry activities and affiliations. B.

Compensation to Non-Advisory Personnel for Client Referrals

Currently, neither Acuta nor its related persons directly or indirectly compensates any person who is not advisory personnel for Fund referrals. If in the future Acuta enters into such arrangements, this Brochure will be appropriately amended.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of Acuta or the integrity of its management. Acuta has no information applicable to this Item.

Frequency and Nature of Periodic Review and Who Makes Those Reviews

Acuta reviews Fund accounts on a regular basis, but no less than monthly, to ensure consistency with the Fund’s strategy and performance objectives. Asset allocation, cash management, market prospects and individual issue prospects are considered. The reviews are conducted by Anupam Dalal, Chief Investment Officer of Acuta. B.

Factors That Will Trigger a Non-Periodic Review of Client Accounts

Reviews may take place more frequently if triggered by economic, market, or political conditions. C.

Content and Frequency of Regular Reports

Investors in the Funds will generally receive unaudited reports of performance quarterly and will receive audited year-end financial statements annually.

Acuta is considered to have “custody” of the Funds’ assets based on the fact that it (or its affiliate) serves as the general partner of certain of the Funds. To comply with Rule 206(4)-2 under the Advisers Act, Acuta ensures that the Funds are subject to annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board in accordance with its rules and that the Funds’ audited financial statements prepared in accordance with generally accepted accounting principles are distributed to all investors within 120 days of the end of each Fund’s fiscal year. The Funds are also subject to audit upon liquidation and the audited financial statements are distributed to all investors promptly after the completion of such audit. Investors should carefully review such audited financial statements.

The Constituent Documents generally authorize Acuta to invest and trade the Funds’ assets in a broad range of investments, to be selected at Acuta’s sole discretion, with no specific limitations as to type, amount, concentration, or leverage. Further, Acuta may enter into any type of investment transaction and employ any investment methodology or strategy it deems appropriate. Pursuant to the Funds’ governing documents, each Investor designates Acuta as its attorney-in-fact to execute, certify, acknowledge, file, record and swear to all instruments, agreements and documents necessary or advisable to carrying out the Funds’ business and affairs, including execution of the Funds’ governing documents. An Investor’s execution of a Fund’s subscription agreement constitutes its execution of the Fund’s governing documents.

Acuta exercises voting authority over Fund proxies and has adopted proxy voting policies and procedures in accordance with Rule 206(4)-6 of the Advisers Act. The policies require Acuta to vote proxies received in a manner consistent with the best interests of the Fund. The policies also require Acuta to vote proxies in a prudent and diligent manner intended to enhance the economic value of the assets of the Funds. However, the policies permit Acuta to abstain from voting proxies in the event that the Funds’ economic interest in the matter being voted upon is limited relative to the Funds’ overall portfolio or the impact of the Funds’ vote will not have an effect on its outcome or on the Funds’ economic interests. Certain of Acuta’s proxy voting guidelines are summarized below: • Acuta generally votes for: uncontested director nominees recommended by management; the election of auditors recommended by management, unless a dispute exists over policies; limiting directors’ liability; and eliminating preemptive rights. • Acuta generally votes against: proposals to entrench the board or adopt anti-takeover measures; proposals to provide cumulative voting rights; and social issues. Although many proxy proposals can be voted in accordance with Acuta’s proxy voting guidelines, some proposals will require special consideration, and Acuta will make a decision on a case-by-case basis in these situations, including proposals to: eliminate director mandatory retirement policies; rotate annual meeting locations and dates; grant options and stock to management and directors; and indemnify directors and/or officers. Where a proxy proposal raises a material conflict between Acuta’s interests and the interests of the Funds, Acuta will seek to resolve the conflict in the best interest of the Funds. Funds may obtain a copy of Acuta’s complete proxy voting policies and procedures upon request. Funds may also obtain information about how Acuta voted any proxies on behalf of their account(s).

Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about the Firm’s financial condition. Acuta has no financial commitment

that impairs its ability to meet contractual and fiduciary commitments to Funds, and has not been the subject of a bankruptcy proceeding. A.

Balance Sheet

Acuta does not require nor solicit prepayment of more than $1,200 in fees per client, six months or more in advance and therefore does not need to include a balance sheet with this Brochure. B.

Financial Condition

Acuta has discretionary authority over the Fund’s assets. At this time, neither Acuta nor its management persons have any financial conditions that are likely to reasonably impair its ability to meet contractual commitments to Funds. C.

Bankruptcy Petitions in Previous Years

Acuta has not been the subject of a bankruptcy petition.

12434\001\10940019.v3