Sarissa Capital Management LP

Formed in January of 2013, Sarissa Capital Management LP (“Sarissa” or the “Firm”) is a Delaware limited partnership. Sarissa is led by Alexander Denner, Ph.D. and a dedicated team of investment and operations professionals. Dr. Denner ultimately controls Sarissa through its general partner, Sarissa Capital Management GP LLC. Dr. Denner is the principal owner of Sarissa and the Sarissa Capital Management GP LLC. Sarissa provides discretionary advisory services to pooled investment vehicles, Sarissa Capital Catapult Fund LLC (the “Catapult Fund”), Sarissa Capital Hawkeye Fund LP (the “Hawkeye Fund”), ISP Fund LP (the “ISP Fund”) and Sarissa Capital Offshore Master Fund LP(the “Master Fund”) along with its feeder funds Sarissa Capital Domestic Fund LP (the “Domestic Fund”) and Sarissa Capital Offshore Fund Ltd. (the “Offshore Fund”)(each a “Fund” and collectively the “Funds”). Generally, Sarissa trades the Funds’ assets but will in certain limited instances direct an outsourced trader to execute transactions. The Funds generally seek to achieve superior risk-adjusted returns by constructing a portfolio, primarily across healthcare and related sectors, where there is a significant discrepancy between market value and intrinsic value. will purchase and sell publicly traded equity securities but also invest in options, swaps and engage in short selling where appropriate, among other strategies. The Funds will, in certain instances rely upon the activism of the Adviser with respect to certain securities. Affiliates of Sarissa serve as general partners to the Funds (each a “General Partner” or “GP”). The Funds’ portfolios will consist largely of publicly traded securities listed on an exchange (mostly equities but including equity-linked derivatives such as total return swaps and options), but the Funds may also invest in a broad range of other financial instruments including, but not limited to, over-the-counter (OTC) equity securities and equity linked derivatives such as total return swaps and options (including such options on index funds), privately placed securities of public issuers, preferred stock, currencies and fixed income securities (including credit default swaps). There are no limitations on the markets or types of instruments in which the Funds may invest. Refer to Item 8 for further details. Each Fund’s investment objective and strategy is set forth in a confidential private placement memorandum (“PPM”) (and any applicable supplements) provided to each investor in the relevant Fund (each an “Investor”). Such PPM is provided together with the limited partnership agreements, operating agreements, and other governing documents of the Funds (the “Governing Documents”). Sarissa provides investment advice directly to each Fund and not individually to the Investors. Sarissa neither tailors the advisory services it provides to the individual needs of Investors nor accepts Investorimposed investment restrictions, other than any listed in the PPM of the Funds. Generally, there are two classes of investors in the Funds – those that cannot withdraw or redeem their investment therein until the 36-month anniversary of the date of their respective investment and those that may withdraw or redeem after a one-year soft lock, up to 25% of their investment therein each quarter, in both cases, subject to the terms and conditions of the Fund’s Governing Documents. All Investors, clients or prospective Investors or prospective clients should refer to the relevant Governing Documents for a complete understanding of the terms and conditions of their investment with Sarissa. When deemed appropriate for a large or strategic investor, Sarissa may in the future establish separately managed accounts, which may (i) tailor their investment objectives to those of the specific investor and/or (ii) be subject to different investment objectives, terms and/or fees than those of the Funds. Such investment objectives, fee arrangements and terms will be individually negotiated and any such separately managed account relationships would be subject to significant account minimums. Such SMAs will be governed by an investment management or similar agreement (the “Governing Documents”).

The Funds are Sarissa’s “Advisory Clients”. Sarissa generally has broad and flexible investment authority with respect to its Advisory Clients. Sarissa does not participate in wrap fee programs. As of December 31, 2025, Sarissa has approximately $298,342,350 of regulatory assets under management, all of which are managed on a discretionary basis.

Each Advisory Client’s Governing Documents contains a detailed description of the applicable Fund’s fee schedule. A brief summary of such fees is provided below. For a full discussion of all fees paid to Sarissa all Investors, clients and prospective investors and prospective clients should refer to the Governing Documents Sarissa, or the applicable GP, deducts fees from each Fund’s assets. Investors do not have the ability to choose to be billed directly for fees incurred. An asset-based fee (the “Asset-Based Fee”) is payable to Sarissa by the Master Fund, Catapult Fund, Hawkeye Fund and ISP Fund quarterly in advance, on the first day of each calendar quarter. In addition, each of the Funds have issued a special interest that entitles the strategic investor to receive distributions calculated in the same manner, and payable at the same times, as the Asset-Based Fee (each such interest, an “Asset-Based Special Allocation Interest”). The total annual amount borne by an Investor in respect of the Asset-Based Fee and the Asset-Based Special Allocation Interest will be equal to 1.00%-1.75% (depending on the class of interests or shares and other factors set out in the applicable Fund’s Governing Documents) of the net value of the Investor’s account balance or series of shares, as applicable. The Asset-Based Fee will be prorated for partial periods. Investors in the Domestic Feeder and Offshore Feeder will bear only a single level of Asset-Based Fees and Asset-Based Special Allocation Interests. The Asset-Based Fee and Asset-Based Special Allocation Interests with respect to the Domestic Feeder and the Offshore Feeder will be calculated at the level of the Domestic Feeder and Offshore Feeder and applied against their respective Master Fund’s capital accounts corresponding to the interests/shares with respect to which the Asset-Based Fee and such distributions are calculated. Each of the Funds also bear an annual performance-based allocation (the “Incentive Allocation”). In addition, each of the Funds have issued a special interest that entitles the strategic investor to receive allocations calculated in the same manner as the Incentive Allocation (each such interest, a “PerformanceBased Special Allocation Interest” and, together with the Asset-Based Special Allocation Interests, the “Special Allocation Interests”). The total amount borne by an Investor in respect of the Incentive Allocation and the Performance-Based Special Allocation Interest will be equal to 10%-20% (depending on the class of interests or shares) of net realized and unrealized appreciation otherwise allocable to such Investor’s account balance or series of shares, as applicable. The Incentive Allocation is generally calculated as of the last day of each fiscal year. The Incentive Allocation is subject to a high water-mark provision, such that generally an Investor will not be subject to an Incentive Allocation until any net loss previously allocated to such Investor’s account balance or series of shares, as applicable, has been offset by subsequent net profits. Investors in the Domestic Feeder and Offshore Feeder will bear only a single level of Incentive Allocation and allocations with respect to the Performance-Based Special Allocation Interests. The Incentive Allocation and allocations with respect to the Performance-Based Special Allocation Interests will be calculated at the Offshore Feeder level and allocated at the Master Fund level. The Asset-Based Fee, Asset-Based Special Allocation Interests, Incentive Allocation and PerformanceBased Special Allocation Interests will be adjusted for capital contributions and withdrawals/redemptions made during the applicable period.

The Asset-Based Fee, Asset-Based Special Allocation Interests, Incentive Allocation and PerformanceBased Special Allocation Interests are calculated at different rates depending on the particular class of interests or shares, as applicable, in which Investors in the Funds subscribe. The Funds may reduce, waive, or calculate differently the Asset-Based Fee and/or Incentive Allocation with respect to any Investor, through a side letter, the PPM, or otherwise, including Investors that are affiliates or employees of Sarissa, entities established for their benefit, charitable organizations sponsored or managed by such persons and including, in particular, during any wind down of the applicable Fund’s business. In addition to Asset-Based Fee and Incentive Allocation payable to Sarissa or the applicable GP, the Funds will bear their own operating and other expenses, which include, without limitation: investment and tradingrelated expenses of the Funds (these are expenses directly related to the investment program and include, for instance, brokerage commissions, ticket charges, expenses related to short sales, clearing, and settlement charges, custodial fees, interest expenses, financing charges, initial and variation margin, broken deal expenses and other transactional charges, fees or costs, consulting, advisory, investment banking, valuation and any other professional fees or compensation relating to particular investments or contemplated investments, appraisal fees and expenses, investment-related travel and lodging expenses, and researchrelated expenses, including news and quotation equipment and services, market data services, fees to thirdparty providers of research, portfolio risk management services, market information systems and/or computer software and information expenses); costs relating to communications with investors; accounting, audit and tax preparation and compliance expenses (including preparation costs of financial statements, tax returns, reports to the Investors); printing and mailing costs, fees of pricing services, valuation firms and financial modeling services; expenses relating to activist campaigns, such as proxy contests, solicitations and tender offers (including the cost of drafting “white papers” and the compensation, indemnification and expenses of any nominees proposed by the Funds or their affiliates as directors or executives of portfolio companies and the costs of proxy agents and public relations firms engaged in connection with investments or prospective investments); legal and regulatory expenses (including those incurred in connection with Fund operations, holdings investment activities (e.g., filings with the U.S. Securities and Exchange Commission, including Form PF (but excluding the preparation of Form ADV) and those incurred with respect to litigation, threatened litigation, if any, and legal inquiries); any and all taxes and governmental fees payable by or with respect to the Funds, their investments, or to federal, state or other governmental agencies, domestic or foreign, including real estate, stamp or other transfer taxes; wind-up and liquidation expenses; organizational expenses and expenses relating to capital raising activities of the Funds or any of their feeders; fees and expenses borne directly by any vehicle through which assets of the Funds may be invested; insurance costs; the Asset-Based Fee; administrative expenses including those relating to the Funds’ administrator; expenses relating to the maintenance of registered offices; blue sky and corporate filing fees and expenses; corporate licensing expenses; indemnification expenses; fees and expenses relating to shareholder meetings and conferences; extraordinary expenses; and other similar expenses. The Domestic Feeder and Offshore Feeder will bear their pro rata share of the operating and other expenses of the Master Fund. If expenses are incurred jointly for the account of the Domestic Feeder, the Offshore Feeder (or the Master Fund) and/or any other funds and accounts managed by Sarissa and/or its affiliates, such expenses will be allocated among the Funds or such other accounts in a manner deemed fair and equitable by Sarissa, in its sole discretion. Investors will indirectly incur brokerage and other transaction costs related to their investment in the Funds. Please see Item 12 of this brochure for a more detailed discussion of Sarissa’s brokerage practices.

The descriptions set forth in this Brochure of the advisory services that Sarissa offers to Advisory Clients, and the investment strategies pursued by Sarissa on behalf of its Advisory Clients, should not be understood to limit Sarissa’s investment activities. Sarissa may offer any advisory services, engage in any investment strategy, and make any investment, including any not described in this Brochure, that Sarissa considers appropriate, subject to each Advisory Client’s investment objectives and Governing Documents. The investment strategies that Sarissa pursues are speculative and entail substantial risks. As the investment adviser to the Funds, Sarissa seeks to achieve superior risk-adjusted returns by constructing a portfolio, primarily across healthcare and related sectors, where there is a significant discrepancy between market value and intrinsic value. Sarissa will frequently use activism to seek to close this discrepancy. Sarissa will employ a fundamental, research-driven, value-oriented approach to identify potential investments. In the use of activism, Sarissa will often seek to actively engage management, board members and the shareholder base to create value by leveraging the expertise of its management team. When appropriate, Sarissa will identify, promote and/or seek to undertake specific courses of action to increase shareholder value, including, among others, operational improvements, changes in capital structure and/or capital allocation, management changes and/or various other alternative courses of action. Sarissa conducts rigorous, fundamentals-based research, leveraging its principals’ deep domain expertise and past experience. Sarissa seeks to identify situations, primarily within healthcare and related sectors, where a company’s market value differs from its intrinsic value and where Sarissa believes that various actions can be taken to close the value gap. Some sources of investment ideas for Sarissa include the review of corporate actions and events, regulatory initiatives and decisions, investment and industry publications, scientific journals and research (including publicly available scientific and clinical data), proprietary screens, stock price fluctuations and trading activity. Sarissa will re-evaluate portfolio positions on an ongoing basis, monitoring changes in the disparity between intrinsic value and market value, assessing whether any opportunities exist to implement or accelerate an activist program and evaluating whether Sarissa believes its investment thesis remains valid. As part of its risk management strategy, Sarissa will actively manage the Advisory Clients’ portfolios and constantly re-evaluate positions to monitor changes in the disparity between intrinsic value and market value and to generally gauge exposure, on a position-by-position basis, as well as by industry and/or in respect of the overall market. Sarissa also anticipates that it may establish short or hedge positions to manage the Advisory Clients’ exposures and/or to hedge against certain risks, on a position-by-position basis, as well as industry and/or market wide. Sarissa has broad and flexible investment authority with respect to the Advisory Clients. There are no limitations on the markets or types of instruments in which the Advisory Clients may invest. There are neither formal diversification nor concentration limits relating to the Advisory Clients, nor any limitations on position size or leverage other than those explicitly set forth in the relevant Governing Documents. The Advisory Clients may pursue investment strategies not described herein or in the relevant Governing Documents that Sarissa considers appropriate.

An investment in the Advisory Clients is speculative and is not intended as a complete investment program. Sarissa’s investment advice is designed only for experienced and sophisticated investors who are able to bear the risk of significant impairment or total loss of their investment. B. Material, Significant or Unusual Risks Relating to Investment Strategies and Risks Associated with Particular Types of Securities. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Advisory Clients. These risk factors include only those risks Sarissa believes to be material, significant or unusual. Risk of Loss. There can be no assurance that investment activities will be successful or that Advisory Clients will not suffer losses. Investing in securities involves risk of loss that Advisory Clients should be prepared to bear. Key Person Risk. Dr. Denner is principally responsible for the Firm’s investment activities. If Dr. Denner is not available to the Firm, the Firm’s investment activities could be adversely affected. The Firm will provide investors with prompt notice in the event that Dr. Denner is not available to lead the Firm’s investment activities. Prior investment performance of the Firm’s key personnel does not necessarily translate to future profitability. The prior performance of the Firm or its key personnel does not give any assurance of investment profits or of the avoidance of losses. Cybersecurity. The Firm’s information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons, other security breaches and/or usage errors by their respective professionals. Although the Firm has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time, or cease to function properly, the Firm may have to make a significant investment to fix or replace them. The failure of these systems for any reason could cause significant interruptions in the Firm’s operations and result in a failure to maintain the security, confidentiality, or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm the Firm’s and the Advisory Clients’ reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. Market Risk. The success of the Firm’s investment strategies depends, in large part, on correctly evaluating future price movements and/or cash flows of potential investments. The Firm cannot guarantee that it will be able to accurately predict these price movements or cash flows and that its investment programs will be successful. Investments in securities and other financial instruments involve a degree of risk that the entire investment may be lost. Epidemic or Pandemic Considerations. Epidemics, pandemics or other widespread public health emergencies may have a negative impact on economic fundamentals including disruption of global supply chains, consumer confidence, tourism and/or the performance of essential government services. There is a risk that an investment in an Advisory Client could be, directly or indirectly, affected by one or more outbreaks of disease and its subsequent negative impact. Specifically, the effects of a pandemic or widespread public health emergency may materially and adversely impact the value and performance of the Advisory Clients and their investment objectives. Remote Work Environment. The Firm operates in an environment where remote and hybrid work arrangements are increasingly common. While these arrangements provide flexibility, they also introduce certain operational, security, and compliance risks. Remote work can create challenges in supervision,

communication, and operational oversight, potentially affecting the efficiency and responsiveness of the Firm’s investment and risk management processes. The dispersion of employees across different locations may lead to delays in decision-making, disruptions in workflow or challenges in maintaining compliance with Firm policies and regulatory requirements. Despite the Firm implementing measures to mitigate risks associated with remote work environments, there are no guarantees of complete success. Vulnerabilities in this regard have the potential to adversely impact the Advisory Clients. Economic, Social and Political Uncertainty. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of the Advisory Clients and their portfolio companies to execute their respective strategies and generate sufficient cash flow to service their debt. This may slow the rate of future investments and result in longer holding periods for investments. Regulatory Changes. The financial services industry generally, and the activities of hedge fund and alternative investment firms and their investment advisers, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase the Advisory Clients’ exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight may also impose additional administrative burdens on Sarissa, including, without limitation, responding to investigations, implementing new policies and procedures and complying with reporting obligations. Such burdens may divert Sarissa’s time, attention and resources from portfolio management activities. Since the passage of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “DoddFrank Act”), there has been extensive rulemaking and regulatory changes that has affected investment managers, the funds that they manage and the financial industry as a whole. The Dodd-Frank Act affects a broad range of market participants with whom the Firm interacts or may interact, including commercial banks, investment banks, other non-bank financial institutions, rating agencies, insurance companies and broker-dealers. Regulatory changes that will affect other market participants are likely to change the way in which Sarissa conducts business with its counterparties. The Advisory Clients and Sarissa could be subject to increased levels of oversight and regulation. This could increase costs and limit operations. Business Continuity and Disaster Recovery. The Firm’s business operations may be vulnerable to disruption in the case of catastrophic or other force majeure events such as fire, natural disaster (e.g., tornadoes, floods, hurricanes, and earthquakes), terrorist attacks or other circumstances resulting in property damage, network interruption and/or prolonged power outages. Although the Firm has implemented various measures to manage risks relating to these types of events, there can be no assurance that all contingencies can be completely accounted for. If such business operations are disrupted or suspended for extended periods of time, the Firm, its Advisory Clients and Investors may be adversely affected. Risk of Investing in the Healthcare Sector. Investing in securities and other instruments of healthcare companies involves substantial risks, including (but not limited to) the following: certain companies may have limited operating histories; scarcity of management and marketing personnel with appropriate scientific or medical training may slow or impede companies’ growth; the possibility of lawsuits related to patents or products; obsolescence of products; changes in government policies; changing investor sentiments and preferences with regard to healthcare sector investments may have an adverse effect on the price of underlying securities; volatility in the stock markets affecting the prices of healthcare company

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Sarissa provides investment advisory services to the Funds. Each Investor in the Funds must meet the eligibility provisions outlined in the applicable Fund’s Governing Documents. Generally, the minimum initial capital commitment in each Fund is $10,000,000, and the minimum additional capital commitment is $500,000. These minimum commitment amounts are subject to reduction or waiver at the sole discretion of the GPs, but in no event will the minimum initial capital commitment be less than the statutory minimum required by Cayman Islands law for the Offshore Feeder (currently $100,000).

As noted in Item 5 above, the GPs receive performance-based fees in the form of the Incentive Allocation. The possibility that Sarissa will receive performance-based compensation creates a potential conflict of interest in that it creates an incentive for the firm to make investments that are riskier or more speculative than in the absence of such a performance-based fee. Prior to making an investment, prospective Investors are provided with clear disclosure as to how performance-based compensation is charged with respect to each Fund and the risks associated with such performance-based compensation. However, Sarissa makes investment decisions that are at all times consistent with its fiduciary duty. While each Fund managed by Sarissa pays performance-based compensation, the Incentive Allocation is typically reduced or not charged to Investors that are affiliates or employees of Sarissa. A discrepancy in the fee structures may create an incentive for Sarissa to allocate investment opportunities to a particular client based on the potential fees earned by Sarissa and its affiliates with respect to each client. It is the policy of Sarissa and its affiliates to allocate investment opportunities fairly and equitably over time. This means that such opportunities will be allocated among those clients for which participation in the respective opportunity is considered appropriate by Sarissa and its affiliates, taking into consideration, among other factors (a) whether the risk-return profile of the proposed investment is consistent with the client’s objectives; (b) the potential for the proposed investment to create an imbalance in the client’s portfolio; (c) liquidity requirements; (d) potentially adverse tax consequences; (e) regulatory restrictions that would or could limit a client’s ability to participate in a proposed investment; and (f) the need to adjust the risk in the client’s portfolio. Such considerations may result in allocations among the Advisory Clients on other than a pari passu basis.

Neither Sarissa nor any of its management persons are registered, have an application to register as a brokerdealer, futures commission merchant, commodity pool operator, commodity trading advisor or an associated person of such entities. Neither Sarisssa nor any of its management persons have any material relationship with any of the following: broker-dealers; municipal securities dealers; government securities dealers; investment companies or other pooled investment vehicles; other investment advisers or financial planners; futures commission merchants; registered commodity pool operators; registered commodity trading advisors; banking or thrift institutions; accountants or accounting firms; lawyers; law firms; pension consultants; real estate brokers or dealers or other sponsors or syndicators of limited partnerships. Sarissa serves as investment adviser to the Advisory Clients and affiliates of Sarissa serve as GPs to the Funds. Sarissa, its affiliates, employees and/or their related persons may invest directly in the Funds. Investments in the Funds made by such persons may not be subject to the Asset-Based Fee and/or Incentive Allocation. Where appropriate Sarissa personnel may seek to be elected to or influence the boards of Advisory Clients investments. Sarissa does not recommend or select other investment advisers for Advisory Clients. The addition of future Advisory Clients could create a conflict of interest in that the time and effort of Sarissa, its personnel and affiliates would not be devoted exclusively to the business of the current Advisory Clients but would be allocated among a larger number of Advisory Clients. The Governing Documents of the Advisory Clients and Sarissa’s policies and procedures set forth guidelines as to the appropriate action to take with respect to managing and disclosing conflicts of interest as they arise.

Sarissa has adopted a written Code of Ethics (the “Code”) designed to meet the requirements of Rule 204A1 of the Investment Advisers Act of 1940 (the “Advisers Act”). The Code applies to Sarissa’s access persons (which includes, but may not be limited to, all employees of Sarissa) (the “Access Persons”) and sets forth a standard of business conduct that takes into account Sarissa’s status as a fiduciary and requires Access Persons to place the interests of Advisory Clients above their own interests. The Code requires Access Persons to comply with applicable federal securities laws, and to promptly bring violations of the Code to the attention of Sarissa’s Chief Compliance Officer (the “CCO”). All Access Persons are provided with a copy of the Code and are required to acknowledge receipt and understanding of the Code on at least an annual basis. As required by Rule 204A-1 of the Advisers Act, and as further discussed below, the Code also sets forth certain restrictions, reporting and pre-clearance requirements with respect to personal trading by Access Persons. Access Persons must also provide the Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an Access Person. In addition, Access Persons must provide annual holdings reports and quarterly transaction reports in accordance with Rule 204A-1. Personal transactions of Access Persons must be made in accordance with the Code. Subject to Sarissa’s internal compliance policies and approval procedures, Access Persons are generally only allowed to invest in securities that are not contained on Sarissa’s restricted list and are not in the healthcare and related sectors. Personal securities transactions by Access Persons will be reviewed by the CCO and will be denied if there is risk of potential adverse consequences to the Advisory Clients or Sarissa. The CCO will review access persons’ personal transaction reports to make sure each access person is conducting their personal securities transactions in a manner that is consistent with the Code. Further, the Code includes policies and procedures designed to prevent insider trading and facilitate the protection of material, non-public information, including non-public information about the activities of Advisory Clients. Investors or prospective Investors may obtain a copy of the Code by contacting the CCO, Laura Schnaidt at 203-302-2330 or via email at compliance@sarissacap.com. Neither Sarissa nor any of its related persons recommends to the Advisory Clients, or buys or sells for any Advisory Clients, securities in which Sarissa or its related persons have a material financial interest. Neither Sarissa nor its related persons recommend securities to Advisory Clients that Sarissa or a related person invests in for their own account.

Sarissa has complete discretion in deciding which broker-dealers the Advisory Clients use and in negotiating the rates of brokerage commissions and other compensation Advisory Clients pay. Sarissa seeks to obtain “best execution” for all Advisory Clients transactions executed through broker-dealers. In determining best execution, Sarissa may consider the full range and quality of a broker-dealer’s services that benefit an Advisory Client such as brokerage, research and other services. Sarissa does not select brokers solely based on lowest possible commission costs but also includes qualitative execution in its selection criteria. In selecting broker-dealers to execute securities transactions, Sarissa need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Consistent with best execution, consideration is given to a variety of factors, including but not limited to: price quotes; the size of the transaction; ability to find liquidity; the broker-dealer’s promptness of execution; confidentiality considerations; the nature of the market for the financial instrument; the timing of the transaction; difficulty of execution; the broker-dealer’s expertise in the specific financial instrument or sector in which the Firms seek to trade; the extent to which the broker-dealer makes a market in the financial instrument involved or has access to such markets; the broker-dealer’s skill in positioning the financial instrument involved; the broker-dealer’s financial stability; reputation for diligence, fairness and integrity; quality of service rendered by the broker-dealer in other transactions for Sarissa; the quality and usefulness of research services and investment ideas presented by the broker-dealer or third parties; the broker-dealer’s willingness to correct errors; the broker-dealer’s ability to accommodate any special execution or order handling requirements that may surround the particular transaction; the broker-dealer’s provision or payment of the costs of brokerage and research services that are of benefit to Sarissa or Advisory Clients; and other factors deemed appropriate by Sarissa. Brokerage and research-related goods and services provided by brokers and dealers through which investment transactions for Advisory Clients are executed, settled and cleared may include, but are not limited to, research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, certain research services and other goods or services providing lawful and appropriate assistance to Sarissa in the performance of its investment decision-making responsibilities on behalf of Advisory Clients (collectively “Soft Dollar Items”). Soft Dollar Items may be provided directly by broker-dealers, by third parties at the direction of brokerdealers or purchased on behalf of Advisory Clients with credits or rebates provided by broker-dealers. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various services they provide. Actual business received by any broker-dealer may be less than the suggested allocations but often exceeds the suggestions, because total transaction volume is allocated based on all the considerations described above. A broker-dealer will not be excluded from executing transactions for Advisory Clients because it has not been identified as providing Soft Dollar Items. Although Sarissa 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-dealer, commission rates are generally negotiable and thus, selecting broker-dealers 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 (i.e., Advisory Clients may “pay up” for research and other services provided by the broker-dealer through the commission rate). The use of commissions or “soft dollars,” if any, generated by Advisory Clients through agency and certain riskless principal transactions to pay for brokerage- and research-related products or services, if any, will fall within the safe harbor created by Section 28(e) of the Exchange Act. Brokerage- and research-related products or services obtained with soft dollars generated by a particular Advisory Client may be used by Sarissa to service any of its Advisory Clients. Soft dollars generated in respect of futures, currency and derivatives transactions do not generally fall within the safe harbor created by Section 28(e) and will be

utilized only with respect to brokerage and research-related products and services for the benefit of the Advisory Client generating such soft dollars. Sarissa has an incentive to select a broker-dealer based on its interest in receiving the research or other products or services, rather than on an Advisory Client’s interest in receiving most favorable execution. The relationship with brokerage firms that provide soft dollar services to Sarissa influence Sarissa’s judgment in allocating brokerage business and creates a conflict of interest in using the services of those broker-dealers to execute the Advisory Clients’ brokerage transactions. Sarissa will evaluate the execution of broker-dealers on an ongoing basis as they are used and periodically conduct a review the execution performance of broker-dealers executing its clients’ transactions to make a good faith determination that the value of research and brokerage services received is reasonable in relation to the amount of commissions paid. Sarissa does not receive client referrals from broker-dealers; however, from time to time, prime brokers may assist the Funds in raising additional investments from investors, and representatives of Sarissa may speak at conferences and programs for investors interested in hedge funds sponsored by such brokers. Through such “capital introduction” events, prospective investors in the Funds would have the opportunity to meet with Sarissa. Additionally, prime brokers may provide certain consulting services to Sarissa. Currently, neither Sarissa nor the Funds compensate any broker-dealer for organizing such events, for any investments made by prospective investors attending such events or for any consulting services. While such events and other services provided by a prime broker may influence Sarissa in deciding whether to use such broker in connection with brokerage, financing, and other activities of the Funds, Sarissa will not commit to allocate a particular amount of brokerage to a broker in any such situation. Selection of a brokerdealer will be done at all times consistent with Sarissa’s best execution analysis. Sarissa does not engage in any directed brokerage activity. When appropriate, Sarissa may, but is not required to, aggregate Advisory Client orders to achieve more efficient execution or to provide for equitable treatment among accounts. Advisory Clients participating in aggregated trades will be allocated securities based on the average price achieved for such trades. It is Sarissa’s policy to allocate investment opportunities among Advisory Clients in a fair and equitable manner. Such opportunities will be allocated among those Advisory Clients for which participation in the respective opportunity is considered appropriate by Sarissa, taking into consideration, among other factors (a) whether the risk-return profile of the proposed investment is consistent with the Advisory Client’s objectives; (b) the potential for the proposed investment to create an imbalance in the Advisory Client’s portfolio; (c) liquidity requirements; (d) potentially adverse tax consequences; (e) regulatory restrictions that would or could limit an Advisory Client’s ability to participate in a proposed investment; and (f) the need to adjust the risk in the Advisory Client’s portfolio. Such considerations may result in allocations among a particular Advisory Client and one or more Other Accounts on other than a pari passu basis. As noted in Item 4, the Funds intend to follow a substantively similar investment program and will generally participate in investments on a pro rata basis subject to tax, legal, regulatory, current and expected cash balances and other considerations, consequently their respective performances may differ.

Sarissa does not receive an economic benefit from anyone, other than the Advisory Clients, for providing investment advice or other advisory services to the Advisory Clients. Neither Sarissa nor any related person shall directly or indirectly compensate any person who is not a supervised person for Advisory Client referrals.

Sarissa and its employees have not been involved in any legal or disciplinary events in the past 10 years that would be material to an Investor’s evaluation of Sarissa or its personnel.

Advisory Client portfolios are under continuous review and their performance is analyzed on a daily basis by Sarissa’s investment team. It is generally the responsibility of Dr. Denner, the Chief Investment Officer, to take affirmative steps to ensure that all trades in an Advisory Client account are consistent with such Advisory Client’s Governing Documents. Additional targeted reviews of Advisory Client’s accounts may occur in response to market events or changes in economic conditions. Further, the Chief Compliance Officer will periodically review the Firm’s trading and current practices to ensure consistency with applicable law and regulations. Within 120 days after the end of each fiscal year each Fund Investor will receive the relevant Fund’s audited financial statements as discussed further below in Item 15 - Custody. Each Fund Investor will also receive monthly unaudited statements setting forth the net asset value of such Investor’s capital account or shares of the applicable Fund. Sarissa also provides periodic qualitative reports, monthly exposure reports and K-1 reporting (as applicable) s to Fund Investors.

Sarissa and the GPs are deemed to have custody of the Funds’ assets by virtue of their respective status as investment adviser and general partner. Sarissa and the GPs maintain the assets of the Funds in accounts with “qualified custodians” pursuant to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). The qualified custodians presently utilized by Sarissa for the Funds are disclosed in Sarissa’s Form ADV Part 1. Sarissa is subject to the Custody Rule. However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the “Pooled Vehicle Annual Audit Exception,” which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements, prepared in accordance with U.S. generally accepted accounting principles to all investors within 120 days of the end of such Fund’s fiscal year. Investors should carefully review the audited financial statements of the Funds upon receipt.

Sarissa has discretionary authority to manage and to make purchase and sale decisions for Advisory Clients. As explained in Item 4 above, individual Investors in the Funds do not have the ability to impose limitations on Sarissa’s discretionary authority. Prospective Investors are provided with a PPM or other Governing Documents prior to their investment in a Fund and are encouraged to carefully review such documents. All Investors must execute a subscription agreement.

Sarissa has the authority to vote proxies relating to securities of issuers in which Advisory Clients are invested. Sarissa considers proxy voting to be very important to its business and strategy. Sarissa will determine how to vote after studying proxy materials and any other information that Sarissa deems to be germane to its decision on how to exercise its vote. All proxies sent to Sarissa on behalf of Advisory Clients will be provided to the CCO. Prior to voting any proxies, the CCO will determine which Advisory Client accounts hold the security to which the proxy relates and whether any material conflict of interests exists between Sarissa and its Advisory Clients with respect to such proxy vote. If the CCO determines that no such material conflict of interests exists, the CCO will advise the Chief Investment Officer and the Chief Investment Officer will make a decision on how to vote the proxy, which may be in consultation with other investment team members. If the CCO determines that such a material conflict of interest does exist, the CCO will convene a meeting with the Chief Investment Officer to assess the conflict and determine how to vote the applicable proxies. In all instances, Sarissa will endeavor to vote in a manner that it believes is in the best interest of its Advisory Clients, consistent with the investment philosophy as set forth in the relevant Governing Documents and in accordance with its compliance procedures. Generally, the CCO is responsible for ensuring that the proxy is voted on and submitted in a timely manner. Sarissa will keep a record of its proxy voting policies and procedures, proxy statements received, votes cast, communications received and any internal documents created that were material to voting decisions along with each client request for proxy voting records and Sarissa’s responses for the previous five years. If you have any questions about Sarissa’s proxy policy, its proxy record-keeping procedures or if you would like any further information about how proxies are voted, please contact the CCO, Laura Schnaidt, at 203302-2330 or via email at compliance@sarissacap.com.

Sarissa does not require or solicit prepayments of more than $1,200 in fees per client, six months or more in advance. Sarissa is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. Sarissa has not been the subject of a bankruptcy petition at any time during the past 10 years.