STEMPOINT CAPITAL LP

StemPoint Capital is a Delaware limited partnership formed on September 1, 2022, and maintains its principal place of business in New York, New York. StemPoint Capital is principally owned by Managing Partners Michelle Ross (the “Key Person”) and Sean Tan. The Firm commenced operations as an investment adviser on January 1, 2023. Any references to the “Firm”, “us,” “we,” and “our” in this brochure refer to the Firm. StemPoint Capital provides discretionary investment advisory services to privately offered pooled investment vehicles sponsored by the Firm, investment advisory services to a separately managed account, and sub-advisory services to a privately offered pooled investment vehicle sponsored by a third-party investment manager. Pooled Investment Vehicles The Firm serves as the investment adviser to certain pooled investment vehicles which rely on the Section 3(c)(7) exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The pooled investment vehicles StemPoint Capital oversees include two (2) families of private investment funds that each respectively operate through master-feeder structures:

The first family of funds is comprised of: (i) StemPoint Capital Fund LP, a Delaware limited partnership (the “StemPoint Onshore Fund”), (ii) StemPoint Capital Offshore Fund Ltd, a Cayman Islands exempted company (the “StemPoint Offshore Fund”, together with the StemPoint Onshore Fund, the “StemPoint Feeder Funds”), and (iii) StemPoint Capital Master Fund LP, a Cayman Islands exempted limited partnership (the “StemPoint Master Fund”, together with the StemPoint Feeder Funds, the “StemPoint Fund”). The second family of funds is comprised of: (i) StemPoint Capital Opportunity Fund LP, a Delaware limited partnership (the “Opportunity Onshore Fund”), (ii) StemPoint Capital Opportunity Offshore Fund Ltd, a Cayman Islands exempted company (the “Opportunity Offshore Fund”, together with the Opportunity Onshore Fund, the “Opportunity Feeder Funds”), and (iii) StemPoint Capital Opportunity Master Fund LP, a Cayman Islands exempted limited partnership (the “Opportunity Master Fund”, together with the Opportunity Feeder Funds, the “Opportunity Fund”, together with the StemPoint Fund, the “Funds”, and each a “Fund”).

The StemPoint Fund’s investment objective is to earn an attractive return on capital by pursuing a long/short equity investment strategy. The StemPoint Fund focuses on the healthcare sector, which includes pharmaceuticals, biotechnology and life sciences, and other related sub-sectors. Typically, the StemPoint Fund’s overall portfolio will be longbiased. The StemPoint Fund invests in equity securities (including equity-linked or index-linked derivatives) but from time to time also invests in one or more of a broad range of financial instruments, including exchange traded and over-the-counter equity securities, bonds, convertible bonds, preferred stocks, warrants, bank debt and credit default swaps. Further, the StemPoint Fund invests from time to time in securities on both the secondary and new issue markets. The StemPoint Feeder Funds invest all of its

investable assets into the StemPoint Master Fund. The Opportunity Fund’s investment objective is to earn an attractive return on capital by pursuing a long-only equity investment strategy. The Opportunity Fund focuses on the healthcare sector, which includes pharmaceuticals, biotechnology and life sciences, and other related sub-sectors. The Opportunity Fund invests in equity securities (including equity-linked or index-linked derivatives), but from time to time also invests in one or more of a broad range of financial instruments, including exchange traded and over-thecounter equity securities, bonds, convertible bonds, preferred stocks, warrants, bank debt and credit default swaps. Further, the Opportunity Fund invests from time to time in securities on both the secondary and new issue markets. The Opportunity Feeder Funds invest all of its investable assets into the Opportunity Master Fund. Strategic Investor StemPoint Capital, its affiliates, and the Key Person have entered into agreements (collectively, the “Strategic Agreements”) with a significant institutional investor (the “Strategic Investor”) in connection with the Strategic Investor investing in a separately managed account managed by StemPoint Capital (the “Strategic Investor SMA”), which invests on a generally pari passu basis with the investments of the Opportunity Fund, subject to certain investment restrictions of the Strategic Investor, in return for management and incentive fees. Under the Strategic Agreements, the Strategic Investor is entitled to more favorable information rights in respect of the Opportunity Fund’s portfolios, “most favored nations” rights and certain other rights that differ materially from those available generally to investors in the Opportunity Fund. The Strategic Agreements also grant an affiliate of the Strategic Investor the right, subject to certain conditions, to receive a portion of the gross operating revenue of StemPoint Capital and its affiliates attributable to any investment fund, managed account or other investment product or service established, managed or provided by StemPoint Capital or its affiliates. The Strategic Agreements grant such affiliate of the Strategic Investor certain approval or consent rights with respect to StemPoint Capital and its affiliates, and as a result, StemPoint Capital and its affiliates may be unable to take certain actions, including with respect to other investment funds, managed accounts or other investment products or services established, managed or provided by StemPoint Capital or its affiliates, that they otherwise would pursue in the absence of the aforementioned approval or consent rights. StemPoint Capital has also entered into (i) a placement agreement with an affiliate of the Strategic Investor pursuant to which the affiliate will identify and introduce potential investors to the Funds at no additional cost other than expense reimbursements to be paid jointly and severally by StemPoint Capital, the Funds and the Funds’ respective general partners as well as certain indemnification rights, (ii) a service agreement with an affiliate of the Strategic Investor pursuant to which the affiliate provides facilities services in return for a fixed rent paid by StemPoint Capital, (iii) an outsourced trading services agreement with an affiliate of the Strategic Investor pursuant to which StemPoint Capital maintains an executing broker arrangement with the affiliate in exchange for commissions and other transaction costs, (iv) a client commission agreement with an affiliate of the Strategic Investor pursuant to which StemPoint Capital may accumulate

commission credits, which could be used to make payments to third parties from which StemPoint Capital receives services or products or soft dollar benefits, (v) a capital introduction services program through which an affiliate of the Strategic Investor introduces StemPoint Capital to potential investors without charging a separate fee and (vi) a side letter agreement with an affiliate of the Strategic Investor granting certain more favorable terms to such affiliate in connection with its investment in the StemPoint Onshore Fund. The Strategic Investor is not affiliated with StemPoint Capital and its respective affiliates. The Strategic Investor is not a sponsor to any of the Funds. The Strategic Investor does not have any responsibilities with respect to StemPoint Capital, its respective affiliates, or with respect to the Funds, and will not exercise any control over the day-to-day investment decisions of the Funds. The Strategic Investor owes no duty to the Funds or their investors and may act solely in its own interest in exercising its rights with respect to its investments and the agreements referenced above (including the Strategic Agreements). Sub-Advisory Relationship StemPoint Capital has entered into a sub-advisory agreement with a third-party investment manager (the “Sub-Advisory Agreement”), under which StemPoint Capital provides discretionary investment advisory services to a segregated portfolio company of one of the third-party manager’s private investment funds (the “Segregated Portfolio”, together with the Funds and the Strategic Investor SMA, the “Clients”) in accordance with the investment strategy selected by the third-party manager. Please refer to Item 8: Methods of Analysis, Investment Strategies and Risk of Loss for additional information regarding the investment strategies pursued by StemPoint Capital and their associated risks. *

*

*

Except as otherwise described herein, the Clients are managed in accordance with the particular investment objectives, strategies, restrictions and guidelines set forth in the particular Client’s investment advisory agreement and any other relevant agreements, such as a Client’s organizational documents. The Clients generally are not permitted to impose restrictions on investing in specific financial instruments or types of financial instruments for their accounts, except as StemPoint Capital may otherwise agree in a particular case. With respect to the Funds, StemPoint Capital and its affiliates have entered into, and may enter into again in the future, side letter agreements with certain investors who are provided with terms and conditions that are more advantageous than those set forth in the respective Fund’s offering materials. Such terms and conditions include, but are not limited to, special rights to make future investments in a particular Fund or other investment vehicles or accounts managed by the Firm, different transparency rights, different reporting rights, different withdrawal/redemption rights, different fee terms, and/or terms to accommodate an investor’s particular legal, tax or regulatory requirements. Certain investors that have the benefit of a “most favored nation” provision

are given the opportunity to elect the rights and terms in any side letter or other similar agreement that are applicable to such investors. As stated above, the Strategic Investor and its affiliates have been granted more favorable information rights in respect of the Opportunity Fund’s portfolios, “most favored nations” rights, and certain economic and other entitlements that differ materially from those available generally to investors in the Opportunity Fund. StemPoint Capital does not participate in, nor does it sponsor, wrap fee programs. As of December 31, 2025, StemPoint Capital managed approximately $761,283,000 in regulatory assets under management, all on a discretionary basis. StemPoint Capital does not manage any assets on a nondiscretionary basis.

Unless otherwise provided in applicable side letters, StemPoint Capital is compensated for its advisory services with respect to each Fund as follows:

StemPoint Fund: StemPoint Capital is entitled to receive a monthly management fee from the StemPoint Fund, payable in advance. The management fee for a calendar month equals 1/12 of the applicable management percentage of each sub-account balance maintained by the StemPoint Fund calculated as of the first business day of such month. “Applicable management percentage” means 2.0% (per annum) for Class A interests and their corresponding sub-accounts and 1.5% (per annum) for Class F interests and their corresponding sub-accounts. The general partner of the StemPoint Master Fund is eligible to receive a performance allocation, which is compensation that is based on a share of capital gains on or capital appreciation of the assets of the StemPoint Fund (if any). This compensation is 20.0% for Class A interests and 17.5% for Class F interests. Performance allocation paid is less management fees and subject to a loss carryforward.

Opportunity Fund: StemPoint Capital is entitled to receive a quarterly management fee from the Opportunity Fund, payable in advance. The management fee for a calendar quarter will equal 1/4 of the management fee for each sub-account balance maintained by the Opportunity Fund calculated as of the first business day of such quarter and the management fee will be prorated for any partial calendar quarter. “Applicable management percentage” means 1.0% (per annum) for Class A interests and their corresponding sub-accounts. If the performance allocation for a given year is greater than the management fee agreed upon with investors in the Opportunity Fund for that year, then the general partner of the Opportunity Master Fund is eligible to receive a performance allocation calculated with respect to each Opportunity Fund Class A interest subaccount that equal 30.0% of the excess (if any) of the capital appreciation of the

assets of such sub-account over a hurdle amount as outlined in the respective applicable offering documents. The performance allocation with respect to a subaccount for any performance period will be reduced (but not below zero) by an amount equal to the sum of the management fees payable by the Opportunity Fund in respect of such sub-account and any unrecovered Management Fee Carryforward (defined below) balance that has not been applied to reduce performance allocations from prior periods. To the extent any portion of the management fees payable in respect of a sub-account is not applied to reduce any performance allocation for such performance period (e.g., because the amount of management fees payable for such period exceeds the amount of the performance allocation for such period), such portion of the management fees will be carried forward to reduce any future performance allocations (such excess management fees carried forward, “Management Fee Carryforward”). StemPoint Capital’s fees with respect to the Funds are generally not negotiable. Notwithstanding the foregoing, the Firm offers more favorable fee terms to certain investors in a separate class in one or more of the Funds, including to the Firm’s employees, officers, consultants and associated persons or vehicles. StemPoint Capital has the ability to waive, reduce or calculate differently the management fee applicable to any investor of the Funds without the consent of, or notice to, any other investor. The management fee payable in respect of an investor will be specially allocated by the particular Fund to the sub-account maintained at the respective Funds with respect to such investor. The general partners of the respective Funds have the ability to reduce, waive or calculate differently the performance allocation with respect to any sub-account established from time to time with respect to any investor. With respect to the Strategic Investor SMA, StemPoint Capital is entitled to receive a quarterly management fee, payable in advance, calculated at a rate of 1.5% (per annum) based on the notional value of the managed account as of the first calendar day of each calendar quarter and is eligible to receive an annual incentive fee equal to 17.5% of the net profits for each fiscal year. In connection with the Sub-Advisory Agreement, StemPoint Capital is entitled to receive a monthly management fee of 0.50% (annualized), payable in advance, of the net asset value from each series of certain share classes of the Segregated Portfolio. The Firm is also eligible to receive an annual performance fee of 10% of the aggregate net profits allocated to each series of certain share classes of the Segregated Portfolio, subject to certain hurdles and high watermarks as specified in the offering documents of the Segregated Portfolio. In addition to the management fee and performance allocation or fee described above, each Fund shall bear its own expenses. Such expenses vary by Fund, but generally include, but are not limited to, the following: (A) organizational and offering expenses of each Fund, including, without limitation, all expenses incurred in connection with and directly and indirectly related to the formation, qualification, and registration and/or exemption from qualification and registration of the Funds and their ownership interests or shares and the offering, distribution, and processing of the ownership interests or shares under applicable U.S. federal and state law and foreign law, including but not

limited to legal, accounting, and auditing fees and expenses, printing and duplication expenses, mailing expenses, filing fees, solicitation and marketing expenses including travel and lodging expenses, and other related expenses; (B) ongoing operating expenses of the Funds, including ordinary and extraordinary legal expenses, accounting (including preparation of financial statements), auditing and tax preparation expenses (including estimates), directors’ fees, advisory committee member fees (in respect of members not affiliated with a Fund’s general partner), record keeping, administration expenses (including costs associated with any third-party administrator to the Funds), valuation expenses (including costs associated with any third-party independent valuation provider to the Funds or the Firm), the expenses of performance reporting and other communications with investors in the Funds, expenses associated with annual meetings of investors in the Funds, printing and duplication expenses, mailing expenses, indemnification expenses, regulatory compliance, the expenses of any independent advisory committee, the expenses of acquiring and maintaining liability insurance or bonds covering indemnified persons, including commissions, premiums and deductibles to obtain directors’ and officers’ liability and errors and omissions insurance (the Firm will bear one-half of the expense of such D&O and E&O coverage for officers and employees of the Firm), custodian and transfer agency services, fees and expenses relating to software tools, programs or other technology utilized in managing the Funds (including third-party software licensing, subscription implementation, data management and recovery services and custom development costs) and other regular or extraordinary fees and expenses associated with the operation of the Funds; (C) Fund investment expenses, including but not limited to, fees and expenses related to investments and potential investments, brokerage commissions, prime broker fees, initial and variation margin, interest and dividend expense, margins, option premiums, brokerage, floor, exchange, and clearinghouse commissions, memberships and fees, other transaction costs and expenses, currency hedging expenses, expenses relating to short sales, obligations incurred in connection with each Fund’s credit arrangements (including repayment obligations, interest, fees and expenses in connection with such credit arrangements), clearing and settlement charges, investment-related travel expenses incurred by personnel of the Firm, professional fees (including expenses of senior advisors, operating partners, consultants, investment bankers, attorneys, accountants and other experts as well as their respective travel, meals, accommodation and entertainment expenses) relating to the operation of the Funds or to the management of its investments, transmission costs, expenses associated with purchasing, licensing and subscribing for computer software and hardware relating to the operation of the Funds (including, without limitation, research, portfolio tracking, analytics, customer relationship management, project management, expense management, accounting, document management, and trading software such as Bloomberg), trade support services including, but not limited to, pre- and post-trade support software and related support services, appraisal costs, valuation expenses, due diligence costs, research and market data costs, publications, periodicals, data base services and data processing that are directly related to research activities on behalf of the Funds, risk analysis and risk reporting by third parties and risk-related and consulting services, fees of providers of specialized data and/or analysis as to specific companies, sectors or asset classes in which the Funds have made or intends to make an investment, and related expenses; and (D) legal fees and related expenses incurred in connection with each Funds’ investments or proposed investments or the ongoing existence of the Funds, including legal costs and related expenses of indemnified persons that may be payable by the Funds pursuant to any

indemnification obligations of the Funds, legal and compliance third-party fees and expenses allocated to the Funds to the extent such services are related to, or otherwise benefiting, the organizational, operational, investment or trading activities of the Funds, legal fees and other expenses incurred in connection with regulatory filings required of the Funds or necessitated by its operations or investments, including without limitation Schedules 13G or 13D (but excluding Form ADV, Form PF, Form CPO-PQR and Form 13F, if applicable), registration fees and expenses incurred in connection with the Firm’s compliance with AIFMD and MIFID II and the equivalent legislation in the UK, if applicable, litigation and threatened litigation, if any, expenses pertaining to legal inquiries (including regulatory examinations or “sweeps”), and any costs associated with proxy solicitation contests and the preparation of any letters with respect to plans and proposals regarding the management, ownership and capital structure of any portfolio company (and related anti-trust or other regulatory filings) by the Firm in connection with each Funds’ investments. StemPoint Capital’s Clients will incur other expenses in connection with the Firm’s advisory services. StemPoint Capital’s fees do not include transaction fees, brokerage commissions, custody fees and other related costs and expenses that will be incurred by a Client with respect to the transactions for its account. Please refer to Item 12: Brokerage Practices for further information relating to trading and investment related costs and expenses. The Strategic Investor SMA and the Segregated Portfolio pay their own expenses as set forth in the relevant respective offering materials or investment management agreements. StemPoint Capital is responsible for its own overhead expenses including salaries, employee benefits, bonuses, rent and other general and administrative expenses. To the extent that expenses to be borne by a Fund are paid by the Firm or the respective Fund general partner, the relevant Fund will reimburse that party for such expenses. If any of the above expenses are incurred jointly for the accounts of the Clients, such expenses will be allocated among such Clients in such manner as the Firm considers fair and reasonable. In addition, the general partner of a particular Fund may determine that certain expenses should be reallocated on a non-pro rata basis among investors in such manner as the general partner of the particular Fund considers fair and reasonable. With respect to terminating an advisory relationship, Clients and investors may withdraw/redeem all or a portion of its capital account or shares (as applicable), subject to certain limitations, including but not limited to, a lockup period for each contribution or purchase of interests or shares, required notice periods, restrictions on aggregate withdrawals, suspensions of withdrawal/redemptions, retentions of reserves, and delays in payment and/or distributions in kind. The timing of the payment of management fees, which varies based on the Client or on the Fund and share class in which the investor is invested, is specified in applicable advisory agreement of the Client and the confidential offering memorandum for the relevant Fund, respectively. Because management fees are paid in advance, Clients and investors are generally not permitted to redeem prior to the end of the period for which the management fee has been paid, and thus Clients and investors are not entitled to a refund of the management fee paid with respect to such period.

Neither StemPoint Capital nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products. It is critical that Clients and investors refer to the documents governing their relationship with StemPoint Capital for a complete understanding of how the Firm and its affiliates are compensated for its advisory services. The information contained in this Item 5: Fees and Compensation is a summary only and is qualified in its entirety by the relevant documents governing the Client or investor relationship.

All references to the Clients in this brochure, including, but not limited to, their investments and management strategies, are qualified in their entirety by reference to each Clients respective investment advisory agreement. The following is a general discussion of the methods of analysis, investment strategies and the risk of loss associated with StemPoint Capital’s overall investment strategy. These risk factors may change over time. There can be no assurance that the Clients will achieve their objectives or that the Clients will not incur losses. Clients must be prepared to lose all or substantially all of their investment. The Firm’s investment objective is to earn an attractive return on capital by pursuing an equity strategy dedicated to the global life sciences industry. The Firm aims to utilize an in‐depth, science‐driven approach to recognize underappreciated innovation that will deliver tangible impact to global health. StemPoint Capital applies its deep understanding of the biomedical landscape to pursue investment opportunities, across the biotechnology universe, with durable market potential and scientific differentiation that disrupt current standards‐of‐care. The Firm integrates bottom‐up analysis of companies to identify individual investment opportunities, with top‐down analysis of the biotechnology sector to form thematic views on the healthcare ecosystem. Thematic due diligence of therapeutic categories or modalities synergizes vertically along market capitalization and liquidity and encourages selection of structural winners and losers. This process of identifying potential investment opportunities is conducted continuously (on a day-to-day basis) in order to develop a consistent “pipeline” of attractive investments that is repeatable over time. StemPoint Capital makes use of publicly available information when researching investments. StemPoint Capital utilizes, among other things, Bloomberg, trade publications, published research, newspapers, SEC filings, company presentation materials, broadcast news and internet services. The due diligence process generally consists of interviews with company management and third-party industry professionals, and discussions with capital markets professionals. StemPoint Capital also makes use of relevant sell-side research provided by broker-dealers, generally to acquire an understanding of what the consensus opinion is on the security in question. There can be no assurance that the Clients’ investment objectives will be achieved. Investment results may vary substantially over time. The Firm is a fiduciary and understands it owes a duty of care and loyalty to each of its Clients. Nowhere in this brochure, nor in any of the applicable offering and governing documents entered into with Firm Clients, waives the Firm’s fiduciary obligations under applicable federal securities laws, including the Advisers Act.

Risks and Conflicts of Interest An investment in any Fund is speculative and involves a high degree of risk. The performance of any Fund may be volatile. No assurance can be given that StemPoint Capital’s investment decisions will result in profitable trades. The description of the risks below does not purport to be, and may not be relied upon as, a complete or comprehensive discussion of the risks associated with an investment in any of the Funds. Additional risks, including those of which StemPoint Capital is currently unaware or StemPoint Capital deems to be immaterial at this time, may have a material adverse effect on any Fund. If any of these risks occurs, an investor may lose all or part of its investment in a Fund. Prospective investors should carefully consider the following factors, in addition to the matters set forth elsewhere in applicable Confidential Offering Memorandums, prior to investing in a particular Fund. Prospective investors must rely upon their own examination of and ability to understand the nature of this investment, including the risks involved, in making a decision to invest in any Fund. There can be no assurance that any Fund will be able to achieve its investment objectives or that investors will receive a return of their capital. Structural Risks Limited Operating History. StemPoint Capital has a limited operating history. There can be no assurance that the Firm or the Clients will achieve their investment objectives. Any past performance of StemPoint Capital and their respective affiliates or other investment vehicles managed by any of them is not necessarily indicative of the future results of an investment with StemPoint Capital and should not be construed as an indication of the future results of any Client. Reliance on Judgment of StemPoint Capital. StemPoint Capital has broad discretionary authority to determine how the Firm will invest Client assets. While StemPoint Capital’s investment efforts are generally supported by fundamental research of major industry sectors, markets and financial instruments, StemPoint Capital is not required to conduct any minimum level of research or analysis in connection with making investment decisions for the Clients. Dependence on Key Personnel. The success of the Firm depends in substantial part on the skill and expertise of the Key Person, other key personnel and other employees of StemPoint Capital. There can be no assurance that such persons will continue to be employed by StemPoint Capital through the length of an investor’s investment. The loss of key personnel could have a material adverse effect on the Firm. In-Kind Distributions. Withdrawing Fund investors may receive in-kind distributions of securities or other assets from the applicable Fund, particularly where sufficient cash to satisfy withdrawal requests is not available for distribution, or where the distribution of cash or the liquidation of investments is impracticable or would be prejudicial to the applicable Fund or its investors. Securities or other investments so distributed may not be readily marketable or saleable or may be subject to significant transfer restrictions and

may have to be held for an indefinite period of time. An investor who receives a distribution in-kind will bear the risk of a direct investment in the securities or other assets so distributed until they can be sold and the risk that the value of such securities or other assets so distributed to be distributed in-kind declines between the withdrawal date and the date of such distribution, as well as the brokerage costs and potential price impact resulting from the disposal of such securities or assets. Expenses May be Significant. The Clients pay, as applicable, the management fee, brokerage commissions and other execution, leverage and administrative costs and other expenses whether or not they make any profits. While it is difficult to predict the future expenses of the Clients, such expenses may represent a substantial percentage of a particular Client’s net assets and may vary significantly from period to period. The Clients must make substantial profits to avoid depletion or exhaustion of its assets from these fees and expenses. If the Clients do not produce significant positive investment returns, these fees and expenses will reduce the amount of the investment recovered by the Clients to an amount less than the amount invested in by the Clients. Operational Risk. The Clients depend on StemPoint Capital to develop the appropriate systems and procedures to control operational risk. Operational risks arising from mistakes made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or from other similar disruptions in StemPoint Capital’s operations may cause the Firm to suffer financial losses, the disruption of its business, liability to clients or third parties, regulatory intervention or damage to its reputation. Human error (including, without limitation, trading errors), system failure or other problems with any of the operational processes could result in material losses or costs, which will generally be borne by the Clients. Financial Institutions Risk. The Firm relies upon third-party banks or other custodians to hold and safeguard Client assets. While the Firm carefully selects and monitors its custodians, there is no guarantee that such custodians will not experience financial difficulties or otherwise fail, which could prevent access to Client funds, securities, or credit facilities. These events could negatively impact performance or result in substantial delays in the return of capital to investors. Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the U.S. Federal Deposit and Insurance Corporation (“FDIC”) as receiver. Despite subsequent actions taken by the U.S. Department of the Treasury, the U.S. Federal Reserve and the FDIC to ensure that all depositors of SVB had access to all of their cash deposits following the closure of SVB, uncertainty and liquidity concerns in the broader financial services industry remain. The Firm regularly maintains cash balances at banks or other custodians in excess of the FDIC insurance limit. Each of these parties’ access to cash in amounts adequate to pay expenses, purchase new investments and otherwise operate its business could be significantly impaired by the financial institutions with which it maintains cash balances to the extent such financial institutions face liquidity constraints or failures. In addition,

investor concerns regarding the U.S. or international financial systems may increase the risk of default of particular investments held by the Firm, negatively impact market value, increase market volatility and cause credit spreads to widen and reduce liquidity, all of which could have a material adverse effect on the performance of investments, returns and the ability to make and/or dispose of investments. No assurance can be given as to the effect of these events on the value of, or markets for, investments, or the ability to recover therefrom. In addition, while it is not always possible to predict the extent of the impact that the failure of any financial institution or the high market volatility and instability of the banking sector could have on economic activity and the Firm in particular, the failure of other banks and financial institutions and the measures taken by governments, businesses and other organizations in response to these events could adversely impact the Firm and its investments. Systemic Risk. Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Firm interacts on a daily basis. Cybersecurity Risk. StemPoint Capital, the Firm’s service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the Firm, its Clients, and investors, despite the efforts of StemPoint Capital and service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to the Firm. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to the systems of StemPoint Capital, the Firm’s service providers or counterparties or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of StemPoint Capital’s systems to disclose sensitive information in order to gain access to StemPoint Capital’s data or that of Clients and investors. A successful penetration or circumvention of the security of StemPoint Capital’s systems could result in the loss or theft of data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Clients, StemPoint Capital or their service providers to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. Artificial Intelligence and Machine Learning Risks. The emergence of recent and rapid technology developments in artificial intelligence and machine learning such as OpenAI and ChatGPT (collectively, “Machine Learning Technology”) can pose risks to the Firm and its Clients’ investments. As Machine Learning Technology’s popularity and functionality grows, the Firm from time to time uses Machine Learning Technology in various processes, including in connection with its investment research process. The Firm will likely be further exposed to the risks of Machine Learning Technology through third parties (including the Firm’s or Clients’ service providers or counterparties) that use

Read the rest in the brochure

StemPoint Capital provides investment advisory services with respect to the Clients, as described above in Item 4: Advisory Business. The offering of the Funds is designed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Regulation D thereunder. In addition, each Fund is designed to rely on an exemption from registration as an investment company under the Investment Company Act pursuant to Section 3(c)(7) of the Investment Company Act. Each investor in the Funds must meet certain eligibility provisions. Admission to the Funds is not open to the general public. Interests in the Funds will generally be offered and sold only to sophisticated investors that are (i) “accredited investors” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and (iii) either “qualified purchasers” or “knowledgeable employees” as defined under Section 3(c)(7) and Rule 3c-5 under the Investment Company Act, respectively. Investors that invest in one or more of the Funds generally include educational endowments, high net worth individuals, family offices, trusts, foundations, fund of funds or other registered investment advisers. The minimum initial investment amount for the StemPoint Fund is $1 million for Class A interests and $10 million for Class F interests. Subsequent subscriptions must be at least $500,000 for Class A interests and $5,000,000 for Class F interests. The minimum initial investment amount for the Opportunity Fund is $1 million for Class A interests. Subsequent subscriptions must be at least $500,000 for Class A interests. However, these amounts can be waived or reduced at the discretion of the general partners and/or board of directors of each respective Fund.

As described above in Item 5: Fees and Compensation, StemPoint Capital is eligible to receive performance-based compensation from its Clients. A significant percentage of the appreciation of Client assets which would otherwise be allocated to Clients is paid to the Firm as performance-based fees or allocations. This performance-based compensation is based upon unrealized, as well as realized, gains, and such unrealized gains may never be recognized by the Clients. It should be noted that the possibility for the Firm to receive performance-based compensation creates a potential conflict of interest in that it creates an incentive for StemPoint Capital to make investments that are riskier or more speculative than would be the case in the absence of such a performance-based fee. Given StemPoint Capital provides investment advisory services to the Clients which provide the Firm with varying levels of compensation, there is a potential conflict of interest related to managing accounts that provide the Firm with performance-based fees alongside accounts that charge lower or no performance-based fees. Investors are provided with clear disclosure as to how performance-based compensation is charged with respect to a particular Client and the risks associated with such performance-based compensation prior to making an investment. Clients’ assets and liabilities are valued in accordance with the Firm’s valuation policy. In making valuation determinations, there is a potential conflict of interest, especially with respect to illiquid securities, as the valuation of such assets and liabilities affects the Firm’s compensation. There is no guarantee that the value determined with respect to a particular asset or liability by the Firm will represent the value that will be realized by the Clients on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. The Firm and its respective officers, directors, members or employees will devote such time to the management of Clients as they deem necessary. However, the Firm and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships, or from engaging in other business activities, even though such activities may be in competition with the existing Clients and/or may involve substantial time and resources of the Firm and its principals and employees. Conflicts of interest may arise in allocating investment opportunities, management time, services or other functions amongst Clients and such other accounts. In particular, the Firm has entered into an agreement with the Strategic Investor pursuant to which the

Firm manages a portfolio of the Strategic Investor’s assets through a separately managed account on a generally pari passu basis with the investments of the Opportunity Fund, subject to certain investment restrictions of the Strategic Investor, in return for management and incentive fees. However, the Firm recognizes that it is a fiduciary and, as such, must act in the best interests of its Clients. Further, the Firm recognizes that it must treat all Clients fairly and must refrain from favoring one Client’s interests over another. The Firm has adopted policies and procedures designed to address conflicts of interest, including procedures regarding the allocation and aggregation of investment opportunities among Clients and a Code of Ethics, which includes a standard of business conduct and established policies and procedures regarding personal securities transactions of StemPoint Capital personnel.

StemPoint Capital and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. Additionally, StemPoint Capital and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors, or associated persons of the foregoing entities. To the extent a Client trades or is deemed to trade in commodity interests, StemPoint Capital and/or its affiliates will maintain certain exemptions from registration with the CFTC as a commodity pool operator or commodity trading adviser, as applicable, with respect to such Clients. StemPoint Capital, its affiliates and their respective management persons and other personnel serve as the investment manager and general partner to the Funds, some of which are considered to be their related persons due to the fact that they could be deemed under common control. There is a potential for such persons to have conflicts in allocating their

time and services among Clients. Such persons also recognize that they are fiduciaries and, as such, must act in the best interests of Clients. Further, they recognize that they must treat all Clients fairly and must refrain from favoring one Client’s interests over another. The Firm has adopted policies and procedures designed to address conflicts of interest, including procedures regarding the allocation and aggregation of investment opportunities among Clients, and a Code of Ethics, which includes a standard of business conduct and policies surrounding the personal securities transactions of StemPoint Capital personnel. Such persons will devote as much time to the activities of each Client as they deem necessary and appropriate for the Firm to perform its duties in accordance with its management agreements, and the amount of time devoted to different Clients may vary. In addition, the general partners of certain Funds are also related persons of the Firm. When a conflict of interest arises, the Firm endeavors to ensure that the conflict is resolved in a manner that is consistent with its fiduciary duties to its Clients. Certain Clients have investment objectives, programs, strategies and positions that are similar to or potentially conflict with those of other Clients, or from time to time could compete with or have interests adverse to other Clients. Such conflicts could affect the prices and availability of securities in which Clients invest. Even if a Client has investment objectives, programs or strategies that are similar to those of another Client, the Firm will give advice or take action with respect to the investments held by, and transactions of, such other Client that may differ from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, the first Client due to a variety of reasons, including, without limitation, differences between the investment strategy, financing terms, regulatory treatment and tax treatment of such Clients, or whether such Clients are ramping up or winding down. As a result, Clients have the potential to have substantially different portfolios and investment returns. Conflicts of interest also potentially arise when the Firm makes decisions on behalf of a Client with respect to matters where the interests of such Client differs from the interests of the Firm or one or more other Clients. StemPoint Capital, its employees, affiliates or their related persons also invest directly in one or more of the Funds. StemPoint Capital does not recommend or select other investment advisers for its Clients.

Code of Ethics StemPoint Capital has adopted a Code of Ethics (the “Code”) designed to meet the requirements of Rule 204A-1 under the Advisers Act. The Code applies to StemPoint Capital’s “Access Persons.” Access Persons include, generally, any director, officer, or partner of StemPoint Capital and any employee or other supervised person of StemPoint Capital (1) who has access to non-public information regarding any purchase or sale of securities, or non-public information regarding portfolio holdings or (2) who is involved in making securities recommendations, or has access to such recommendations that are non-public. All StemPoint Capital employees are deemed to be Access Persons.

The Code sets forth a standard of business conduct that takes into account StemPoint Capital’s status as a fiduciary and requires Access Persons to place the interests of the Clients and their investors above their own interests and the interests of StemPoint Capital. The Code requires Access Persons to comply with applicable federal securities laws. The Code and other compliance policies include provisions relating to the confidentiality of Client information, a prohibition on insider trading, information barriers, a prohibition on rumor mongering, preapproval and disclosure of the provision and acceptance of gifts and business entertainment items, policies and procedures relating to interactions with public company contacts and use of expert networks, and personal securities trading procedures, among other things. Further, Access Persons are required to promptly bring violations of the Code to the attention of StemPoint Capital’s CCO. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code upon hire and on at least an annual basis thereafter. As discussed in further detail below, the Code also sets forth certain reporting and preclearance requirements with respect to personal trading by Access Persons. Access Persons must provide StemPoint Capital’s CCO with a list of their personal accounts and an initial holdings report within ten (10) days of becoming an Access Person. In addition, StemPoint Capital’s Access Persons must provide annual holdings reports and quarterly transaction reports in a timely fashion in accordance with Rule 204A-1 under the Advisers Act. The Code seeks to ensure the protection of nonpublic information about the activities of the Firm and its Clients. StemPoint Capital’s Clients or prospective clients may request a copy of StemPoint Capital’s Code by contacting Kevin Roan, StemPoint Capital’s CCO, at (929) 376-1311 or at kevin@stempointcapital.com. Personal Trading StemPoint Capital manages the potential conflicts of interest inherent in Access Person personal trading by rigorous enforcement of its Code, which contains significant limitations on an Access Persons personal investment activity, including pre-clearance requirements and reporting guidelines. As stated above, StemPoint Capital receives quarterly transaction and annual holdings reports in accordance with Rule 204A-1 under the Advisers Act which are reviewed by the CCO, or his designee, to ensure each Access Person is conducting his or her personal securities transactions in a manner that is consistent with the Code. Access Persons generally are prohibited from personal trading in publicly-traded “reportable securities” that comprise the investable universe of the Firm’s Clients. However, if upon hire, an Access Person holds any such reportable securities (“legacy positions”), the Access Person may retain them subject to preapproval by the CCO, or his designee, and close any such legacy positions, but may not make new investments in such securities while they are Access Persons of StemPoint Capital. Access Persons may trade in other securities, including for example noninvestable universe single-name investments, if they receive specific advance clearance of a proposed trade from the CCO. With exception to exchange-traded funds within the investable universe of the Firm, StemPoint Capital’s Access Persons may also purchase and sell a narrowly defined universe of instruments (e.g., mutual funds, money market funds, certificates of deposit, Treasury securities, open-end funds, non-investable

universe exchange-traded funds and municipal bonds) without pre-clearance. Personal trading in exchange-traded funds within the investable universe of the Firm’s Clients is allowed if the Access Person receives specific advance clearance of the proposed trade from the CCO. Access Persons desiring to engage in limited offerings and initial public offerings are also required to seek the prior written approval of the CCO. In addition, StemPoint Capital maintains a restricted list (the “Restricted List”) of companies about which a determination has been made that it is prudent to restrict trading activity. Securities included on the Restricted List include, but are not limited to, securities held by or being considered for purchase or sale on behalf of a Client or securities of a company about which investment personnel may have acquired material nonpublic information. In general, transactions in the securities of a company appearing on the Restricted List (whether on behalf of Clients or in personal accounts of Access Persons) will not be allowed. Notwithstanding the restrictions on trading reportable securities as described above, an Access Person may maintain an account which trades in such securities that are not subject to the reporting requirements of Rule 204A-1 under the Advisers Act if (a) the employee delegates to a professional investment adviser full investment discretion over the account, (b) the employee confirms that he or she will not exercise investment discretion over the account or directly or indirectly influence any investment decisions for the account, and (c) such professional investment adviser confirms that he or she will independently manage the account. Timing of Transactions StemPoint Capital generally buys or sells securities for one Client at the same time that it buys or sells the same security for one or more other Clients. This will typically happen when more than one Client is capable of purchasing or selling a particular security based on investment objectives, available cash, and other factors. This potentially creates a conflict of interest if one Client were to benefit from making the trade before or after another Client. StemPoint Capital will generally aggregate trades, subject to best execution, to avoid any such conflict of interest. See Item 12: Brokerage Practices below for a more detailed description of the Firm’s best execution practices. Participation or Interest in Client Transactions As a matter of policy, StemPoint Capital does not cause Clients to effect transactions in which such Client purchases securities or derivatives from, or sells securities or derivatives to, StemPoint Capital or its principals or affiliates (i.e., principal transactions), or in which one of StemPoint Capital’s affiliates acts as broker for both the Client’s account and the other party to the transaction (i.e., agency cross transactions). Unless otherwise agreed with a Client, and subject to applicable law, StemPoint Capital from time-to-time effects transactions between two (2) of its Clients (i.e., cross trades), either directly or through open-market transactions, where StemPoint Capital believes that such transaction is in the best interests of both participating Clients. Effecting cross trades has the potential to increase brokerage commissions and has the potential to result in certain Clients holding less of a profitable investment, or more of an unprofitable investment, than would be the case if there were no cross trades.

Additionally, StemPoint Capital, its employees, affiliates or their related persons from time to time invest directly or indirectly in any one, some, or all of the Clients. The fact that the Firm, its employees, affiliates or their related persons have a financial ownership interest in the Clients creates a potential conflict of interest in that it could cause the Firm to make different investment decisions than if they did not have such a financial ownership interest. Further, StemPoint Capital charges fees based on a percentage of assets under management. Such asset-based fee is payable without regard to the overall success or income earned by the Clients and therefore has the potential to create an incentive on the part of StemPoint Capital to raise or otherwise increase assets under management to a higher level than would be the case if StemPoint Capital were receiving a lower or no management fee. The receipt of performance-based compensation has the potential to create an incentive for StemPoint Capital to make investments that are riskier or more speculative than would be the case in the absence of a performance-based fee structure.

Brokerage StemPoint Capital will generally allocate brokerage on behalf of the Clients on the basis of best available execution and in consideration of such broker’s provision or payment of the costs of brokerage and research services that are of benefit to StemPoint Capital’s Clients. Where StemPoint Capital is responsible for selecting the executing brokers to be used in transactions for its Clients, StemPoint Capital does not adhere to any rigid formula in making the selection of brokers but will weigh a combination of criteria consistent with its duty to seek “best execution” for its Clients. Consistent with such duty, in determining best execution, StemPoint Capital takes into account the full range and quality of a broker-dealer’s services, including such factors as available prices and rates of brokerage commissions, the value of ongoing relationships the Firm has with broker-dealers, and research and brokerage services provided by broker-dealers. StemPoint Capital does not select broker-dealers solely based on the lowest possible commission costs, but on the best qualitative execution and overall value. Moreover, StemPoint Capital does not measure best execution by the circumstances surrounding a single transaction but measures best execution instead over time. Consistent with such policy, consideration is given to a variety of factors, including, but not limited to, one or more of the following:

A broker-dealer’s execution capabilities with respect to the relevant type of order; The commissions rates charged by a broker-dealer, which may be based on the size of the order, the price of the security, and whether the receipt of products or services is involved; Historical net prices (after mark-ups, mark-downs or other transaction-related compensation) on other transactions;

The broker-dealer’s general reputation and ability to execute an order in an appropriate time frame (i.e., the overall responsiveness of the broker-dealer, as expressed in how well the broker-dealer serves the Firm and its Clients); The amount of business with each broker-dealer and the justification for directing trades to those broker-dealers, such as the quality, comprehensiveness, and frequency of research provided by the broker-dealer; The gross compensation paid to each broker-dealer; The competitiveness of commission rates and spreads, including the documentation to support such competitiveness, i.e., comparison of “standard” commission rates or “minimum” transaction costs between broker-dealers offering comparable products and services; The nature of the security and available market makers; Statistics or other information by independent consultants on the relative quality of executions/financial services by each broker-dealer; The financial strength (net capital), integrity, and stability of each broker-dealer, if relevant; The ability of the broker-dealer’s back office staff to respond promptly to inquiries during volatile markets; Access to underwritten offerings (initial and follow-on public offerings) and secondary markets; Attendance of research conferences; Block trading and block positioning capabilities; The ability of the broker-dealer to handle complex, difficult and variable number and size of trades; Idea generation; Confidentiality of trading activity; Market intelligence; Which broker-dealer’s have provided research that has been helpful in the management of Client accounts; Availability of securities to borrow for short sales; and The value of privacy considerations, liquidity, price improvement and lower commission rates on electronic communications.

Although StemPoint Capital will make a good faith determination that the amount of commissions paid is reasonable in relation to the value 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 (i.e., Clients may “pay up” for research and other services provided by the broker through the commission rate (“soft dollars”)). The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services (described below) create a potential conflict of interest between StemPoint Capital and its Clients. The Firm maintains policies and procedures for the review of quality of executions, including pre-approval of new broker-dealers and at least quarterly reviews by its Best Execution Committee.

StemPoint Capital does not currently utilize soft dollars. However, as stated above in Item 4: Advisory Business, StemPoint Capital has entered into a client commission agreement with an affiliate of the Strategic Investor pursuant to which StemPoint Capital may accumulate commission credits, which could be used to make payments to third parties from which StemPoint Capital receives services, products, or soft dollar benefits. As of the date of this brochure, the client commission agreement referenced is not active. If the Firm utilizes soft dollars in the future and it determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and research services provided by such broker, the Clients may pay commissions to such broker in an amount greater than the amount another firm might charge. Any such arrangements will be consistent with Section 28(e) of the Exchange Act, which permits the use of soft dollars in certain circumstances. The use of Client brokerage commissions to obtain research or other products or services would be a benefit to the Firm because the Firm would not have to produce or pay for the research, products, or services. In the event the Firm utilizes soft dollars, StemPoint Capital may receive a product or service that may be used only partially for functions within Section 28(e) (i.e., an order management system, trade analytical software or proxy services). In such instances, StemPoint Capital will make a good faith effort to determine the relative proportion of the product or service used to assist StemPoint Capital 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 StemPoint Capital 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 StemPoint Capital from its own resources or borne by the Client as an expense where allowable. Research and brokerage services obtained by the use of commissions arising from Client portfolio transactions may be used by StemPoint Capital in its other investment activities and thus, Clients may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. StemPoint Capital has no obligation to deal with any particular broker or dealer in executing transactions and will periodically review brokerage and soft dollar arrangements. Soft dollar 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 StemPoint Capital’s interest in receiving research or other products or services, rather than on the Clients’ interest in receiving the most favorable execution. A broker is not precluded from receiving business because it does not provide research and brokerage services beyond execution services. Commissions paid may vary throughout the year for purposes of obtaining soft dollar research. The Firm maintains policies and procedures for the review of soft dollar arrangements, including pre-approval of formal soft dollar arrangements and at least quarterly reviews by its Best Execution Committee.

Client Referrals from Brokers Neither StemPoint Capital nor any related person receives client referrals from any broker-dealer or third party. However, subject to best execution, the Firm considers, among other things, capital introduction and marketing assistance with respect to investors in the Funds in selecting broker-dealers for the Funds. The Firm has entered into agreements on behalf of the Funds with certain brokers-dealers that act as prime brokers or executing brokers on behalf of the Funds. These brokerdealers sponsor events, meetings or other communications between potential investors and StemPoint Capital. On occasion, StemPoint Capital’s personnel will speak at conferences and programs for potential investors interested in investing in hedge funds which are sponsored by those broker-dealers. These conferences and programs may be a means by which the Firm can be introduced to potential investors. Currently, neither StemPoint Capital, nor any of the Funds, compensate broker-dealers for organizing such “capital introduction” events or for any investments ultimately made by prospective investors attending such events (although either may do so in the future). While such events and other services provided by a broker-dealer may influence StemPoint Capital in deciding whether to use such broker-dealer in connection with brokerage, financing and other activities of the Funds (subject to its obligation to seek best execution on behalf of its Funds), the Firm will not commit to allocate a particular amount of brokerage to a broker-dealer in any such situation. See Item 14: Client Referrals and Other Compensation for further information regarding capital introduction services. Directed Brokerage The Firm does not recommend, request or require that a Client direct StemPoint Capital to execute transactions through a specified broker-dealer. However, a particular Client of the Firm has discretion to direct the Firm in writing not to use a particular broker-dealer to execute transactions for that particular Client account. Where the particular Client restricts the use of certain broker-dealers, it is possible that the Firm may be unable to achieve most favorable execution of Client transactions, and the Client may be disadvantaged as a result of a less favorable execution price and/or higher commissions. In addition, less favorable execution prices and/or higher commissions could result from the Client’s inability to participate in aggregate orders or other reasons. Directed brokerage potentially has the effect of reducing the ability of the Firm to negotiate volume discounts on brokerage and otherwise achieve benefits from larger trades. Allocation and Aggregation of Investments StemPoint Capital’s duty of loyalty to one Client can potentially conflict with its duty of loyalty to another, particularly with respect to allocations of investments. In order to mitigate this inherent potential conflict of interest among Clients, StemPoint Capital has adopted a policy to provide fair and equitable treatment to all Clients consistent with StemPoint Capital’s duty of loyalty. In particular, investments may not be allocated to one Client over another in order to, among other things: (i) favor one Client at the expense of another; (ii) generate higher fees paid by one Client over another, or produce greater performance compensation; (iii) develop a relationship with an investor or prospective investor or client; (iv) compensate an investor for past services or benefits rendered to

Read the rest in the brochure

StemPoint Capital currently has no other arrangements whereby it receives an economic benefit from any person who is not a Client for providing investment advice or other advisory services to its Clients. StemPoint Capital has entered into a placement agreement with an affiliate of the Strategic Investor pursuant to which the affiliate will seek to identify and introduce potential investors to the Funds at no additional cost other than expense reimbursements

to be paid jointly and severally by StemPoint Capital, the Funds and the Funds’ respective general partners as well as certain indemnification rights. All such compensation is fully disclosed to each investor consistent with applicable law. Investors in the Funds are not advisory clients of the Firm. All such referral activities are conducted in accordance with Rule 206(4)-1 under the Advisers Act, as well as relevant SEC guidance. The Firm executes Client transactions with broker-dealers that sponsor events, meetings or other communications between potential investors and the Firm. These capital introduction services are provided incidental to other brokerage services. The Firm is not compelled to engage broker-dealers that sponsor these capital introduction programs in order to be included at these events. However, these capital introduction events are typically sponsored by broker-dealers that provide necessary services to certain Clients, and have the potential to create the appearance of using the execution services of these broker-dealers in order to be invited to their capital introduction programs. The Firm does not pay to participate in these programs and does not cause Clients to execute transactions with such broker-dealers or pay higher commissions or other transaction costs to broker-dealers in connection with these programs or services. However, the Firm from time to time pays to attend certain conferences, seminars and other events that are attended by prospective investors, but are not specifically designed as capital introduction events. Furthermore, broker-dealers or their affiliates have the potential to introduce the Firm to prospective investors and will continue to have business relationships with, and execute brokerage transactions on behalf of, Clients.

There are no legal or disciplinary events that are material to a Clients or prospective client’s evaluation of StemPoint Capital’s advisory business or the integrity of StemPoint Capital’s management.

The Firm performs various daily, weekly, monthly, quarterly and periodic reviews of each Client’s portfolio to ensure conformity with the Clients’ investment objectives and guidelines. Such reviews are conducted by the following individuals: Michelle Ross, Chief Investment Officer and Managing Partner of the Firm; Sean Tan, President and Managing Partner of the Firm; Robert Gorynski, Chief Financial Officer (“CFO”) of the

Firm; and Kevin Roan, CCO of the Firm. Specifically, Ms. Ross is responsible for managing the Firm’s portfolios and the risk management of such portfolios. Ms. Ross and Mr. Tan review the portfolios and research pipeline on an ongoing basis. In addition, Ms. Ross and Mr. Tan use an internally developed proprietary risk system to view the portfolios and exposures on a regular basis. Mr. Gorynski, in his capacity as CFO of the Firm, and in coordination with the independent third-party administrator, reconciles all trades on an accounting and book basis. Mr. Roan, in his capacity as CCO of the Firm, periodically reviews Firm investments with respect to consistency with the investment objectives and guidelines set forth in the respective advisory agreements and with applicable law and regulations. In addition, the Firm uses an independent third party to conduct annual financial audits of the accounts of the Funds. In addition to reviews in the ordinary course of business, a review of a Client account may be triggered by any unusual activity or special circumstances, including, but not limited to, changes in market, economic, or legal or regulatory conditions, changes in information or other factors regarding a particular investment, purchase or sales of investments, and other similar developments and events. The separate accounts advised by StemPoint Capital will receive all brokerage confirmations and periodic statements with respect to their accounts directly from the account custodian(s). Each account will also receive reports from StemPoint Capital with respect to their Client account in accordance with the terms of the applicable advisory agreement. With respect to the Funds, the independent third-party administrator conducts independent monthly verification of StemPoint Capital’s pricing of its investments held by the Funds and prepares quarterly investor transparency reports to the Funds, that includes among other items, the percentage (if any) of the relevant Fund’s investments for which the independent third party administrator was unable to verify prices. With respect to investors, the independent third-party administrator provides a monthly report to investors in the Funds that confirms capital balances, net income/loss, and performance for the month. StemPoint Capital also issues to investors in the Funds audited financial statements concerning their respective Fund no later than 120 days after the end of such fiscal year. StemPoint Capital also issues to investors Schedule K-1’s prepared by our auditor after the end of such Fund’s fiscal year. All such reports stated above are written.

For purposes of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), StemPoint Capital or its affiliates, by virtue of their status as the investment manager or general partner (as applicable), are deemed to have custody over the funds and securities of each Fund because they have the authority to obtain client funds or securities, for example, by deducting advisory fees from an investor’s account or otherwise withdrawing funds from an investor’s account. Account statements related to Funds are sent by qualified custodians to the Firm. The funds and securities of each Fund are maintained at one or more “qualified custodians,” as defined by the Custody Rule. A “qualified custodian” generally is a bank or savings association that has deposits insured by the FDIC, an SEC registered broker-dealer, a futures commission merchant or a foreign financial institution that holds segregated customer assets. StemPoint Capital may engage additional qualified custodians in the future. To ensure compliance with the Custody Rule, the Firm will ensure 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 U.S. Generally Accepted Accounting Principles are distributed to all investors no later than 120 days after the end of each 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. Additionally, the independent

third-party administrator for the Funds sends monthly account statements to investors. Investors should carefully review the audited financial statements of the Funds and monthly account statements upon receipt. As described in Item 13: Review of Accounts, the Funds have engaged an independent third-party administrator whose responsibilities include sending account statements to investors. Fund investors do not receive custodial or prime brokerage statements from the administrator; however, the administrator, in coordination with the CFO of the Firm, reconciles the Funds’ accounting records with the records of the prime brokers or custodians. Clients should receive periodic statements from the custodian that holds and maintains the relevant Client account. StemPoint Capital urges each Client to carefully review such statements and compare such official custodial records to any account statements that StemPoint Capital provides to such Client. StemPoint Capital’s statements may vary from custodial statements based on accounting procedures, reporting dates or valuation methodologies of certain securities or other instruments. StemPoint Capital generally is not deemed to have custody of the funds and securities of the Strategic Investor SMA and the Segregated Portfolio.

StemPoint Capital exercises discretionary authority to manage the investments of each Client account. StemPoint Capital usually receives discretionary authority from the Clients at the outset of an advisory relationship, by means of an investment advisory or similar agreement (or, in the case of the Funds, through the constituent documents of the Funds themselves) which grants a power of attorney in favor of StemPoint Capital to select the identity and amount of any investments to be bought or sold for its Clients. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular Client’s account. All limitations and restrictions placed upon a Client or investor’s investment, such as in the form of a side letter agreement, must be presented to the Firm and agreed to in writing by the Firm and such Client or investor. Each Fund’s investment strategy is set forth in detail in such Fund’s confidential offering memorandum (or similar document). Prospective investors are provided with a confidential offering memorandum prior to their investment and are encouraged to carefully review the confidential offering memorandum, along with all other relevant offering materials, to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Prospective investors should also consult with their legal, tax, or other advisors prior to making any investment. Prospective investors must also execute a subscription agreement, in which they make various representations, including representations regarding their suitability to invest in a high-risk investment.

StemPoint Capital currently abstains from voting proxies to the extent that StemPoint Capital has discretion to vote on such matters. The voting of proxies at this time is irrelevant to the investment and trading decisions of the Firm. Moreover, StemPoint Capital has determined that the cost of voting proxies exceeds the expected benefit to Clients. The Firm does not have authority to vote proxies on behalf of the Segregated Portfolio. In the event that the Firm votes proxies on behalf of its Clients, the Firm has established policies and procedures in the event there is a material need to vote proxies for certain investments. Pursuant to StemPoint Capital’s proxy voting procedures, in the event StemPoint Capital receives proxies sent to a Client, the portfolio manager for the applicable Client account will be responsible for casting the proxy, consistent with StemPoint Capital’s general voting guidelines and other applicable Firm policies. However, StemPoint Capital may also engage an independent third party to cast any proxy votes on behalf of its Clients in the event that the CCO identifies a material conflict of interest in casting such votes. Clients may obtain a copy of StemPoint Capital’s complete proxy voting policies and procedures and information about how StemPoint Capital voted any proxies on behalf of such Client by contacting Kevin Roan, StemPoint Capital’s CCO, at (929) 376-1311 or at kevin@stempointcapital.com.

StemPoint Capital is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to its Clients, and has not been the subject of a bankruptcy petition at any time during the past ten (10) years.