Checkpoint Capital L.P.

The Advisory Firm and its Principal Owners Checkpoint is a registered investment adviser with the U.S. Securities and Exchange Commission (“SEC”). Checkpoint is owned and was founded by Sam Huang in 2023. Sam Huang serves as the Managing Partner of Checkpoint. Advisory Services Checkpoint currently provides investment management services and discretionary investment advice to three private funds (each, a “Fund” and collectively, “Funds”) and may serve as investment adviser and/or sub-advisor to various other advisory clients, including separately managed accounts, fund of one accounts, and other private investment funds. Types of Services The investments of the Funds are managed in accordance with the investment objectives, strategies and guidelines applicable to the Fund and are not tailored to any particular Investor in the Funds (an “Investor”). Checkpoint does not provide individualized investment advice to such Investors with respect to their investment in the Funds; therefore, Investors should consider whether the Funds meets their investment objectives, risk tolerance and financial situation. Wrap Fee Programs Checkpoint does not participate in wrap fee programs. Regulatory Assets Under Management As of December 31, 2025, Checkpoint manages approximately $334 million on a discretionary basis and $0 on a non-discretionary basis.

Management Fees The fees and compensation payable to Checkpoint are negotiable. From the Fund, Checkpoint typically receives, as to each Investor, a quarterly management fee (“Management Fee”) to be paid calculated at the rate of 0.25% (i.e., 1.0% per annum) of the value of each Investor’s capital account. The Management Fee is paid quarterly, and together with other fees described below is deducted from the Funds’ assets. In the event the Fund is not in existence for an entire quarter, the Management Fee for such quarter will be prorated. The Management Fee will be prorated for any capital contributions or withdrawals occurring during the quarter that is less than a full quarter. Checkpoint, in its sole discretion, may waive or reduce the Management Fee for Investors. Performance Fees With respect to certain clients, Checkpoint and its affiliates may receive an incentive allocation or incentive fee based on net profits. Details regarding any incentive allocation or other incentives are set forth in the next section entitled, “Item 6. Performance-Base Fees and Side-By-Side Management.” Expenses Fees paid to Checkpoint are exclusive of all custodial and transaction costs paid to the client’s custodian, brokers or other third-party consultants. Please see Item 12 – Brokerage Practices for additional information. Fees paid to Checkpoint are also separate and distinct from the fees and expenses charged by mutual funds, exchange traded funds (“ETFs”) or other investment pools to their shareholders (generally including a management fee and fund expenses, as described in each fund). Each client (and each Investor) should review all fees charged by funds, brokers, Checkpoint and others to fully understand the total amount of fees paid by the client (and each Investor) for investment and financial-related services. Checkpoint may, at its discretion, make exceptions to the foregoing or negotiate special fee arrangements where Checkpoint deems it appropriate under the circumstances. Either Checkpoint or the client may terminate their investment advisory agreement at any time, subject to any written notice requirements in such agreement. In the event of termination in accordance with its terms, any paid but unearned fees will be promptly refunded to the client based on the number of days that the account was managed, and any fees due to Checkpoint from the client will generally be invoiced or deducted from the client’s account prior to termination. Compensation for Sale of Securities or Other Investment Products Checkpoint does not receive compensation for securities transactions or services related to any client account or any other fees other than the management fee and performance fees charged for its advisory services.

Method of Analysis and Investment Strategies Methods of Analysis Checkpoint seeks significantly mispriced opportunities in Biotech Companies over a long-term horizon. Checkpoint believes that by leveraging cumulative data from geonomics, preclinical, and clinical research, companies with attractive long-term horizons should provide attractive riskadjusted returns. Thus, Checkpoint focuses on companies that have the products and technology to produce full scientific potential of drug candidates over a longer period of time rather than the shorter time horizon for most biotech funds. and equity securities within these developed markets with the expectation to hold these securities over a longer time period of time. Checkpoint believes this will increase returns and reduce the risk of capital loss. Ideas are typically generated through a combination of proprietary screens, industry coverage, a repository of past ideas, conferences, and the personal network of the Managing Partner. Investing in securities involves a risk of loss that Investors should be prepared to bear. Investment Strategies Checkpoint’s strategic approach is to invest each portfolio in accordance with an investment plan that has been developed specially for each client or Fund. Checkpoint’s investment objective is to generate high, risk-adjusted returns over a long-term horizon. Checkpoint will pursue this objective by focusing on public or private equity investments through a select number of opportunities identified by Checkpoint. Checkpoint believes there are significantly mispriced securities that are more often overlooked, especially on a long-term horizon. The primary focus is to be long-only and primarily invest in businesses in the United States and Europe, but Checkpoint also can invest on a global basis. Risk Factors Risk of Loss Checkpoint generally seeks to diversify clients’ investment portfolios (except as described above with respect to the Funds/and the Funds’ investments) across the Biotech sphere to reduce risk of loss; however, all investment portfolios are subject to risks. Accordingly, there can be no assurance that client investment portfolios or a Fund will be able to fully meet their investment objectives and goals, or that investments will not lose money. Below is a description of several of the principal risks that client investment portfolios and the Funds face. However, each prospective Investor and client should carefully review the applicable offering and other governing documents before deciding to invest with Checkpoint. Management Risks While Checkpoint manages client investment portfolios and the Fund based on Checkpoint’s experience, research and proprietary methods, the value of clients’ investment portfolios and the Fund will change daily based on the performance of the underlying securities in which they are invested. Accordingly, client’s investment portfolios and the Fund are subject to the risk that

Checkpoint allocates assets to asset classes that are adversely affected by unanticipated market movements, and the risk that Checkpoint’s specific investment choices could underperform their relevant indexes. Economic Conditions Changes in economic conditions, including, for example, interest rates, inflation rates, employment conditions, competition, technological developments, political and diplomatic events and trends, and tax laws may adversely affect the business prospects or perceived prospects of companies. While Checkpoint performs due diligence on the companies in whose securities it invests, economic conditions are not within the control of Checkpoint and no assurances can be given that Checkpoint will anticipate adverse developments. Equity Market Risks Checkpoint will generally invest portions of client assets and the Funds directly into equity investments, primarily stocks, or into pooled investment funds that invest in the stock market. As noted above, while pooled investment funds have diversified portfolios that may make them less risky than investments in individual securities, pooled investment funds that invest in stocks and other equity securities are nevertheless subject to the risks of the stock market. These risks include, without limitation, the risks that stock values will decline due to daily fluctuations in the markets, and that stock values will decline over longer periods (e.g., bear markets) due to general market declines in the stock prices for all companies, regardless of any individual security’s prospects. Short Sales Checkpoint, on behalf of its clients or the Funds, may from time to time sell securities short in anticipation of the realization of a gain if the securities sold short should decline in market value. A short sale is affected by selling a security that the client does not own or selling a security which the client owns but which it does not deliver upon consummation of the sale. In order to make delivery to the buyer of a security sold short, the client must borrow the security. In so doing, it incurs the obligation to replace that security, whatever its price may be, at the time it is required to deliver it to the lender. The client must also pay to the lender of the security any dividends or interest payable on the security during the borrowing period and may have to pay a premium to borrow the security. This obligation must, unless the client then owns or has the right to obtain, without payment, securities identical to those sold short, be collateralized by a deposit of cash and/or marketable securities with the lender. A short sale of a security involves the risk of a theoretically unlimited increase in the market price of the security, which could result in an inability to cover the short position and a theoretically unlimited loss to the client. Lack of Diversification Client accounts or the Funds may not have a diversified portfolio of investments at any given time, and a substantial loss with respect to any particular investment in an undiversified portfolio will have a substantial negative impact on the aggregate value of the portfolio.

Illiquid Securities The Fund may invest in securities with transfer restrictions or for which no liquid market exists. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and the Fund may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher selling expenses than does the sale of liquid securities. The Fund 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. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. An investment in the Fund is suitable only for certain sophisticated Investors who do not require immediate liquidity for their investments. Leverage The Fund may leverage its capital because Checkpoint believes that the use of leverage may enable the Fund to achieve a higher rate of return. While the use of leverage may increase potential gains, the Fund would also be subject to greater risk of loss in the event that investments acquired with borrowed money decline in value. Derivative Investments Price movements of futures and options contracts and payments pursuant to swap agreements may be volatile, and are influenced by, among other things, interest rates, changing supply and demand relationships, trade and fiscal policies, monetary programs, and political and economic events and policies. The value of futures, options and swap agreements also depends upon the price of the assets underlying them. In addition, the Fund’s assets are also subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties. The purchase or sale of an option involves the payment or receipt of a premium payment by the Investor and the corresponding right or obligation, as the case may be, to either purchase or sell the underlying security or other instrument for a specific price at a certain time or during a certain period. Purchasing options involves the risk that the underlying instrument does not change price in the manner expected, so that either the option expires worthless and the Investor loses its entire investment in the option, or the option is later sold at a substantial loss. Although an option buyer’s risk is generally limited to the cost of its purchase of the option, an investment in an option may be subject to greater fluctuation than an investment in underlying stocks. The risk for a writer of a put option is that the price of underlying stocks may fall below the exercise price. Over-thecounter options also involve counterparty solvency risk. Hedging Transactions The General Partner is not required to attempt to hedge portfolio positions in the Fund and, for various reasons, may determine not to do so. Furthermore, the General Partner may not anticipate a particular risk so as to hedge against it. Fund may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Fund

than if it had not engaged in any such hedging transactions. Credit Risk Clients are exposed to the risk that financial intermediaries or security issuers may experience adverse economic consequences that may include impaired credit ratings, default, bankruptcy or insolvency, any of which may affect portfolio values or management. This risk applies to assets on deposit with any broker utilized by a client, notwithstanding asset segregation and insurance requirements that are beneficial to clients generally. In addition, exchange trading venues or trade settlement and clearing intermediaries could experience adverse events that may temporarily or permanently limit trading or adversely affect the value of securities held by clients. Finally, any issuer of securities may experience a credit event that could impair or erase the value of the issuer’s securities held by a client. ETFs, which are subject to regulatory limits on asset segregation and leverage such that fund shareholders are given liquidation priority versus the fund issuer, generally limit credit risk; however, certain funds and products may involve higher issuer credit risk because they are not structured as a registered fund. Legislative and Tax Risk Performance may directly or indirectly be affected by government legislation or regulation, which may include, but is not limited to: changes in investment adviser or securities trading regulation; change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities and changes in the tax code that could affect interest income, income characterization, and/or tax reporting obligations. In certain circumstances a client may incur taxable income on his or her investments without a cash distribution to pay the tax due. Cybersecurity Risks Checkpoint and its service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from cyber-attacks and hacking by other computer users, and to avoid the resulting damage and disruption of hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. In general, cyber-attacks are deliberate, but unintentional events may have similar effects. Cyberattacks may cause losses to clients by interfering with the processing of transactions, affecting Checkpoint’s ability to calculate net asset value or impeding or sabotaging trading. Clients may also incur substantial costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, and the dissemination of confidential and proprietary information. Any such breach could expose Checkpoint to civil liability as well as regulatory inquiry and/or action. In addition, clients could be exposed to additional losses as a result of unauthorized use of their personal information. While we have established business continuity plans, incident response plans and systems designed to prevent cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Similar types of cyber security risks also are present for issuers of securities in which we invest, which could result in material adverse consequences for such issuers and may cause a client’s investment in such securities to lose value.

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Checkpoint’s clients include the Funds. Checkpoint’s minimum subscription in its private funds are:

$10,000,000 for Checkpoint Capital (Onshore) Fund LP $10,000,000 for Checkpoint Capital (Offshore) Fund LP

Checkpoint may waive this minimum in its sole discretion. Checkpoint may allow certain Investors to invest in a Fund on different business terms than other Investors. For example, a Fund may agree to provide certain Investors additional information from the information made available to the other Investors in a Fund. Checkpoint also may agree to provide certain Investors with a fee arrangement that differs in structure and amount from that generally available to other Investors in the Fund. In determining whether to allow an Investor to participate in a Fund on different business terms, Checkpoint may consider a number of different factors including, but not limited to, Checkpoint’s belief about whether the different terms will adversely affect the other Investors in a Fund considered as a group; such Investor’s objectives in requesting or accepting such terms; whether such Investor is under legal, regulatory or “best practices” obligations to request such terms; and/or whether granting such terms is in any respect inconsistent with representations made by a Fund or Checkpoint to Investors. Checkpoint’s overarching goal is to have the same level of transparency with any Investor and not to favor the interests of one Investor over another.

Performance-Based Fees Checkpoint and its affiliates may be entitled to receive performance-based compensation calculated as a share of the capital appreciation of the Funds. At the end of each fiscal year and whenever an Investor makes a withdrawal from its capital account, there shall be reallocated from the capital account of such Investor of the Fund up to 20% of such Investor’s share of the net profits, subject to a high-water mark provision and any hurdle rates. Full details of the high-water mark provision and any hurdles are described in the Fund’s offering documents and other governing documents. Checkpoint, in its sole discretion, may waive or reduce any incentive allocation or other incentive fee with regard to Investors that are employees or affiliates of Checkpoint or relatives of such persons or for other Investors such as large or strategic Investors. Notwithstanding the foregoing, Checkpoint or its affiliates may negotiate or set any incentive allocation, or other incentive fees or other terms different from the foregoing with respect to a Fund or any other client Checkpoint provides management services in the future.

Checkpoint GP LLC serves as the General Partner to Checkpoint. Checkpoint Capital (GP), LLC is the General Partner for the Funds. Checkpoint GP LLC, Checkpoint Capital (GP), LLC, and Checkpoint, are under common control through Sam Huang. Checkpoint does not recommend or select other investment advisers for clients. Checkpoint’s employees, affiliates or their related persons may also invest directly in the Fund. In addition, if in the future Checkpoint manages multiple funds, it may have conflicts of interest in allocating time and resources to such other funds. As a result of the foregoing, Checkpoint and its personnel may have conflicts of interest in allocating their time and activity between funds, in allocating investments among funds and other entities, and in effecting transactions between funds and other entities, including ones in which Checkpoint or its personnel may have a greater financial interest. To address these potential conflicts of interests in its material relationships, Checkpoint has adopted policies and procedures, including a Code of Ethics (the “Code”) (as described in Item 11). Under the Code, in general, all personnel of Checkpoint, including directors, officers, and employees of Checkpoint, must put the interests of Checkpoint’s clients first and must act honestly and fairly in all respects in dealings with Funds. For a more detailed discussion of the Code and conflicts of interest policies, please see Item 11.

Trading Code of Ethics Checkpoint has adopted the Code that is applicable to all employees, particularly employees with access or knowledge of clients’ investments (“Access Persons”). Among other things, the Code requires Checkpoint and its employees to act in clients’ best interests, abide by all applicable regulations, and follow Checkpoint’s personal securities transactions policy. It is the obligation of Checkpoint employees to adhere not only to the specific provisions of the Code, but also to the general principles that guide the Code. Checkpoint puts the interest of its clients ahead of its own. Checkpoint’s restrictions on personal securities trading apply to all employees, as well as employees’ family members living in the same household. A copy of the Code is available upon request. Checkpoint’s Code of Ethics generally includes the following general principles:

Checkpoint owes a fiduciary obligation to all clients, and therefore, Checkpoint’s Access Persons have a duty to act in a manner that supports this obligation.

Access Persons have the duty at all times to place the interests of all clients first and foremost.

Access Persons must refrain from taking inappropriate advantage of their positions with Checkpoint.

Access Persons must conduct their securities transactions in personal accounts in a manner that avoids conflicts or the appearance of conflicts of interest, or abuses of their position of trust and responsibility.

Access Persons must avoid actions or activities that allow (or appear to allow) them or their immediate families to benefit from their positions with Checkpoint, at the expense of clients, or that bring into question their independence or judgment.

Access Persons must comply with all applicable Federal Securities Laws.

Checkpoint’s employees are required to certify their compliance with the Code on an annual basis. Any proposed employee transaction involving reportable transactions such as making an investment in a private placement or an initial public offering, requires pre-clearance. It is Checkpoint’s policy that if a conflict arises, the instance will be resolved in the favor of the client to the full extent that is possible given the specific circumstances, and that appropriate measures will be taken to document the issue, add new policies and procedures where relevant, and enforce the matter with all employees of Checkpoint.

Recommending, or Buying or Selling for Client Accounts, Securities in which Checkpoint or its Related Persons Have Material Financial Interests Checkpoint does not act as principal in any transactions. Checkpoint has adopted a personal trading policy and procedure to protect against these material conflicts. No employee of Checkpoint is permitted to transact in any security to the detriment of any client or Investor. Recommending or Buying or Selling for Client Accounts, Securities at or about the Same Time Checkpoint or its Related Persons Buy or Sell the Same Securities for Their Own Accounts. Checkpoint and its related persons do not enter into securities transactions with clients. Employees are encouraged to invest side by side along with clients and in Checkpoint’s strategy by investing in one or more of its Fund clients.

Checkpoint is authorized to determine the broker or dealer to be used for each securities’ transaction for client. In selecting brokers or dealers to execute transactions, Checkpoint need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not Checkpoint’s practice to negotiate “execution only” commission rates, thus the clients may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. In selecting a broker Checkpoint may consider a number of factors, including: • execution capability, • net price, • reliability and financial stability, • clearance and settlement, • size of the transaction, • difficulty of transaction, • general reputation, • block trading coverage of a particular security and • research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis). Section 28(e) of the Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Checkpoint will limit the use of “soft dollars” to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the Securities and Exchange Commission or a self-

regulatory organization such as comparison services, electronic confirms or trade affirmations. In some instances, Checkpoint may receive a product or service that may be used only partially for functions within Section 28(e) (e.g., an order management system, trade analytical software or proxy services). In such instances, Checkpoint will make a good faith effort to determine the relative proportion of the product or service used to assist Checkpoint in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting Checkpoint in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by Checkpoint from its own resources. Research and brokerage services obtained by the use of commissions arising from the client's portfolio transactions may be used by Checkpoint in its other investment activities and thus, a client may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. Checkpoint currently does not utilize soft dollars; however, if Checkpoint utilizes soft dollars in the future, then Checkpoint will utilize third-party soft dollar arrangements such as commission sharing accounts or similar brokerage commission conduits whereby Checkpoint generates “commission credits” through trading that are used to pay for third party research or related products and services. However, Checkpoint does not expressly agree to provide a certain level of execution to a broker or dealer in exchange for research products or services. Because many of those services could benefit Checkpoint, it may have a conflict of interest in allocating client brokerage business. In other words, Checkpoint could have an incentive to execute client transactions through a broker or dealer that provides valuable services or products and pay transaction commissions charged by that broker or dealer which may be higher than Checkpoint might otherwise be able to negotiate. Checkpoint could also have an incentive to cause clients to engage in more securities transactions than would otherwise be optimal in order to generate soft dollars with which to acquire research products and services. Although Checkpoint will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services creates a potential conflict of interest between Checkpoint and its clients. In selecting brokers and negotiating commission rates, Checkpoint will take into account the financial stability and reputation of brokerage firms, and the research, brokerage or other services provided by such brokers. Checkpoint may place transactions with a broker or dealer that refers potential Investors to the Funds advised by Checkpoint (or an affiliate), if otherwise consistent with seeking best execution; provided Checkpoint is not selecting the broker-dealer in recognition of the referral of potential Investors.

When appropriate, Checkpoint may, but is not required to, aggregate client orders to achieve more efficient execution or to provide for equitable treatment among accounts. clients participating in aggregated trades will generally be allocated securities based on the average price achieved for such trades. More specifically, each client that participates in an aggregated order will participate at the average share price for all of Checkpoint transactions in that security or other instrument on a given business day and transaction costs will be shared pro rata based on each client's participation in the transaction. No client will be favored over any other client as a result of such aggregation. Brokerage commission rates will not be reduced because of such aggregation. In some instances, average pricing may result in higher or lower execution prices then otherwise obtainable by a single client. Checkpoint believes that its aggregation policy is lawful and consistent with its duty to seek best execution for all its clients. During the last fiscal year, Checkpoint directed client transactions to particular brokers based on each broker’s reputation, financial strength and stability, efficiency of execution and error resolution, the size of the transaction and the market for the security, and the comprehensiveness and frequency of available research services and products provided by the broker. Jefferies, LLC is the current prime broker for Checkpoint. Checkpoint’s authority may be subject to conditions imposed by a client, examples of which may include: (i) where the client restricts or prohibits transactions in a certain industry, issuer or security and/or (ii) where the client directs that some or all account transactions be affected through specific brokers or dealers. In the latter case, the client is responsible for negotiating the terms and conditions (including, but not limited to, commission rates) relating to all services to be provided by such brokers. Checkpoint will assume no responsibility for obtaining the best prices or any particular commission rates for transactions with or through any such broker for such client’s account. A client must recognize that it may not obtain rates as low as it might otherwise obtain if Checkpoint had discretion to select brokers or dealers other than those chosen by the client. Any client providing instructions to Checkpoint regarding direction of brokerage transactions must notify Checkpoint in writing if the client desires Checkpoint to cease executing transactions with or through any such broker or dealer.

Client Referrals Checkpoint currently does not enter into referral agreements. Other Compensation Checkpoint does not receive other compensation other than the management & performance fees related to its advisory services provided to clients.

Checkpoint has no disciplinary history, such as criminal or civil actions in courts, administrative proceedings of the SEC or other federal or state regulatory agencies, or proceedings with selfregulatory organizations to report.

Checkpoint continuously reviews holdings across client accounts. The portfolio review is conducted quarterly or more frequently as necessary. These reviews will focus on the appropriateness of the client’s investments for the Fund’s portfolio and the performance of the Fund. Investors in the Funds generally receive, among other things, a copy of audited financial statements of the Fund within 120 days after the fiscal year end of the Fund. In addition, Investors in the Funds will typically receive unaudited summary financial information regarding their investment in the Fund on a monthly basis. Investors in the Fund also receive regular reporting updates through letters and Investor meetings.

Rule 206(4)-2 promulgated under the Advisers Act (the “Custody Rule”) (and certain related rules and regulations under the Advisers Act) imposes certain obligations on registered investment advisers that have custody or possession of any funds or securities in which any client has any beneficial interest. An investment adviser is deemed to have custody or possession of client funds or securities if Checkpoint directly or indirectly holds client funds or securities or has the authority to obtain possession of them (regardless of whether the exercise of that authority or ability would be lawful). Checkpoint is required to maintain the funds and securities (except for securities that meet the privately offered securities exemption in the Custody Rule) over which it has custody with a qualified custodian. Qualified custodians include banks, brokers, futures commission merchants and certain foreign financial institutions. Rule 206(4)-2 imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying Investors) and surprise examinations relating to such clients’ funds or securities. However, an adviser need not comply with such requirements with respect to pooled investment vehicles subject to audit and delivery if each pooled investment vehicle (i) is audited at least annually by an independent public accountant and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to their Investors, all limited partners, members or other beneficial owners within 120 days (180 days in the applicable case of a fund of funds adviser) of its fiscal year-end. Checkpoint relies upon this audit exemption with respect to the Funds.

Checkpoint has discretionary authority to determine the investments to be bought or sold and the amounts to invest for client accounts, pursuant to the respective investment advisory agreements between Checkpoint (or its affiliates) and the client.

Checkpoint votes all proxies on behalf of each account over which Checkpoint has proxy voting authority based on Checkpoint’s determination of such account’s best interests. In determining whether a proposal serves an account’s best interests, Checkpoint considers a number of factors, including, but not limited to: the proposal’s economic effect on shareholder value; the threat that the proposal poses to existing rights of shareholders; the dilution of existing shares that would result from the proposal; the effect of the proposal on management or director accountability to shareholders; and if the proposal is a shareholder initiative, whether it wastes time and resources of the company or reflects the grievance of one individual.

Checkpoint abstains from voting proxies when it believes that it is appropriate to do so. If a material conflict of interest over proxy voting arises between Checkpoint and a client, Checkpoint will vote all proxies in accordance with the policy described above. If Checkpoint determines that this policy does not adequately address the conflict of interest, Checkpoint will notify the client of the conflict and request that the client consent to Checkpoint’s intended response to the proxy solicitation. If the client consents to Checkpoint’s intended response or fails to respond to the notice within a reasonable time specified in the notice, Checkpoint will vote the proxy as described in the notice. If the client objects in writing to Checkpoint’s intended response, Checkpoint will vote the proxy as the client directs. A client can obtain a copy of Checkpoint’s proxy voting policy and a record of votes cast by Checkpoint on behalf of that client by contacting Checkpoint at 914-355-0570 or by sending an email to sam@checkpointlp.com.

Checkpoint is not required to include a balance sheet for its most recent financial year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients and has not been the subject of a bankruptcy petition at any time during the past ten years.