Trails Edge Capital Partners, LP

Trails Edge Capital Partners, LP (“Trails Edge”) is a Delaware limited partnership that was formed in October 2024. Trails Edge Capital Partners, LLC (the “IM LLC”), a Delaware limited liability company, serves as the General Partner of Trails Edge. Mr. Ortav (Tavi) Yehudai is the Sole Member and Principal of the IM LLC (the “Principal”). Trails Edge provides investment advisory services to private funds via a master feeder structure, whereby Trails Edge Biotechnology USA Fund, LP (the “Domestic Fund”), a Delaware limited partnership, and Trails Edge Biotechnology Offshore Fund, Ltd (the “Offshore Fund”) a Cayman Islands exempted limited partnership, together with the Onshore Fund, the “Feeder Funds”, invest substantially all of their assets in Trails Edge Biotechnology Master Fund, LP (the “Master Fund”), a Cayman Islands exempted limited partnership. Unless otherwise specified, the Domestic Fund, the Offshore Fund, and the Master Fund are each referred to as a “Fund” and collectively, as the “Funds”. The general partner of the Funds is Trails Edge Biotechnology Fund GP, LP (the “General Partner”), a Delaware limited partnership that is registered as a foreign limited partnership in the Cayman Islands. The General Partner has ultimate responsibility for decisions relating to management and operations made on behalf of the Domestic Fund, the Offshore Fund, and the Master Fund, and has ultimate responsibility for the investment decisions made on behalf of the Master Fund but has delegated certain responsibilities to Trails Edge via an investment management agreement. Trails Edge GP, LLC serves as the general partner of the General Partner (the “GP LLC”). Mr. Yehudai is the Sole Member of the GP LLC and controls the GP LLC. Additional detailed information about Trails Edge is provided below, including information about Trails Edge’s advisory services, investment approach, personnel, affiliations and brokerage practices. Trails Edge’s principal place of business is in Atlanta, GA. Trails Edge provides discretionary investment management services to the Funds pursuant to investment guidelines set forth in the relevant governing and offering documents of the Funds, including any limited partnership agreement, investment management agreement, private placement memorandum and/or subscription agreement, as the case may be (each an “Offering Document”, and collectively, the “Offering Documents”). Trails Edge does not tailor its advisory services to the individual investors (each an "Investor" and collectively the “Investors”), or provide Investors with the right to specify, or restrict the Funds’ investment objectives or any investment or trading decisions. Each Investor is strongly encouraged to undertake appropriate due diligence, including but not limited to a review of relevant Offering Documents and the additional details about Trails Edge’s investment strategies, methods of analysis and related risks (as discussed in Item 8 of this Brochure and each Fund’s Offering Documents) in considering whether Trails Edge’s advisory services, or an investment in the Funds are appropriate to its own circumstances, based on all relevant factors including, but not limited to, the Investor’s own investment objectives, liquidity requirements, tax situation and risk tolerance before making an investment decision. Trails Edge’s investment objective in advising the Funds is to achieve attractive investment returns over the long term on an absolute basis, regardless of overall market conditions or direction. Trails Edge intends to achieve this objective primarily through investments in long and short positions in the securities of biotechnology and pharmaceutical companies, with a concentration on mid- and smallcapitalization companies. Trails Edge deploys deep fundamental analyses of the underlying assets of such companies that are in preclinical stages or clinical development, that have products undergoing

regulatory review, or that have products that have been approved for commercial use, to uncover certain market inefficiencies that Trails Edge believes cause either market over-valuations or undervaluations of the companies’ securities. Trails Edge may also make certain investments that, in Trails Edge’s sole and absolute discretion, it deems at the time of such investment to be illiquid or without a readily ascertainable market value, including investments in private securities (each such investment, a “Designated Investment” and collectively, the “Designated Investments”). Such Designated Investments may include, but will not be limited to, investments in late-stage private companies in the biopharmaceutical industry. If an Investor desires to participate in Designated Investments, the Investor must indicate such in the Subscription Agreement of the Fund, at the time of such Investor’s initial subscription. Trails Edge does not participate in wrap fee programs. As of December 31, 2025, Trails Edge managed approximately $933,350,499 in regulatory assets under management attributable to the Funds, all on a discretionary basis.

Management Fee As an investment adviser to the Funds, as governed by the Offering Documents, Trails Edge receives a Management Fee generally equal to an annual rate of 1.8% to 2.0% depending on the class interests of the Feeder Funds (or the Master Fund). The Master Fund will pay Trails Edge a Management Fee monthly in advance on the first day of each month, equal to the applicable Management Fee percentage of the net asset value of each capital account of each Investor as of such date. Trails Edge will deduct Management Fees attributable to each Designated Investment from applicable Investors who have designated to participate in Designated Investments. The amount of such Management Fee will be calculated by considering the lower of the fair value or the cost basis of such Designated Investment. Management Fees are generally pro-rated for partial periods. Trails Edge may reduce, waive or calculate differently the Management Fee for certain Investors in the Feeder Funds. It is anticipated that no Management Fee will be paid with respect to interests held (directly or indirectly) by or for the benefit of the Principal, employees of Trails Edge or its affiliates, or immediate family members of such parties. Other Fees and Expenses Organizational and Offering Expenses of the Funds The Funds will bear all of their Organizational and Offering Expenses on a pro rata basis and will reimburse the Trails Edge, the General Partner, and/or the Principal, as applicable, to the extent that any of them bears organizational or offering expenses on behalf of the Funds. Such organizational and offering expenses will include, without limitation, all costs and expenses incurred in connection with the Funds’ formations and the marketing, offering, and sale of the Interests, including, but not limited to, legal and accounting fees and expenses, registration fees, filing fees, and all costs and expenses incurred in connection with the preparation of offering and organizational documents, marketing and similar materials, and drafting and negotiating contracts with service providers in connection with the

launch of the Funds. Operating Expenses

In general, the Funds will bear all of their operating expenses on a pro rata basis (collectively, the “Fund Expenses”), which expenses will include, without limitation: (a) Organizational and Offering Expenses; (b) expenses associated with all investments and transactions considered, evaluated, and/or consummated by the Funds, as well as overall consideration and evaluation of the Funds’ portfolio, including, without limitation, those expenses incurred before the initial closing of the Funds, including, without limitation, expenses associated with sourcing, negotiating, investigating, researching, financing, and structuring of investments and potential investments, whether or not consummated, analysis, thirdparty research, data (including, without limitation, market data, risk data, factor data, big data, and alternative data), analytics, modeling, risk, structuring, pricing, execution, and other third-party information systems, including, without limitation, installation and maintenance, information technology hardware, software, or other technology and service fees (including, without limitation, the expenses with respect to data, data feeds, subscriptions, expert networks, political intelligence providers, and reports); (c) the costs of research-related computer hardware and software, including, without limitation, Bloomberg terminals and subscriptions and other market information systems, as well as the costs of research management systems and corporate access tracking systems; (d) the costs of Trails Edge’s portfolio management system and any other software used for accounting and/or monitoring of the portfolio, including, without limitation, subscriptions relating to, among other things, trading and order management systems and services; (e) expenses associated with holding, financing, monitoring, hedging, maintaining, and disposing of all investments of the Funds and all transaction and other costs associated therewith, including, without limitation, expenses associated with proxy research and voting services; (f) travel and entertainment and related expenses for research and investment purposes; (g) professional fees associated with investments and potential investments, including, without limitation, consulting, due diligence, accounting, valuation, financial, legal, and other advisory fees and expenses; (h) transaction fees, brokerage commissions, custodial fees, clearing and settlement charges, bank service fees, and similar fees and expenses associated with the acquisition, disposition, and settling of investments and potential investments, including, without limitation, in connection with outsourced trading; (i) expenses associated with legal and regulatory filings of the Funds in the United States, the Cayman Islands, or in any other jurisdiction (including, without limitation, pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (j) administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting, advisory, and similar fees and expenses associated with the Funds’ operations, investments, and transactions, including, without limitation, fees and expenses of the fund administrator, and fees of any service provider engaged to verify the work of the fund administrator, which include, but are not limited to, valuation agents, the costs of client relationship management systems, or regulatory matters with respect to the Funds and any anti-money laundering officer fees with respect thereto; (k) costs and expenses of leverage or any other borrowings, if used, of the Funds, including, without limitation, financing costs, bank service fees, and interest charges and fees; (l) expenses incurred in the collection of monies owed to the Funds, as applicable; (m) auditing and accounting expenses of the Funds, including, without limitation, expenses associated with the preparation of financial statements, tax returns, and Schedules K-1, and the fees and expenses of the auditor; (n) the Funds’ proportional share of broken-deal, failed transaction, break- up, and similar fees, costs, and expenses (if any) applicable to the Funds; (o) any entity-level taxes, fees, or other governmental charges to the Funds, including, without limitation, any withholding taxes not due to the status or noncompliance of a particular Investor; (p) costs and expenses associated with investor communications and reports and the delivery thereof to Investors, as well as costs and expenses associated with preparing and updating investor disclosures related thereto; (q) the costs of service providers or software to measure or monitor risk metrics, to aggregate positions, and/or to provide reporting with respect to risk metrics and/or positions; (r) costs and expenses associated with materials for and meetings with the Investors, including, without limitation, the reasonable costs of Trails Edge’s travel to such meetings; (s) insurance expenses, including, without limitation, general partner liability insurance and other policies, if any, as

well as the Funds’ share of expenses with respect to directors’ and officers’ liability insurance and errors and omissions insurance, casualty and property, cyber liability, and/or other risk-specific insurance, and “key-man” life insurance on certain personnel; (t) costs and expenses (including, without limitation, entity-level taxes, fees, or other governmental charges) associated with the formation, organization, and operation of any subsidiary, special purpose vehicle, alternative investment vehicle, holding company, or similar entity formed with respect to investments, credit facilities, or other transactions entered into for the benefit of the Funds; (u) wind-up, liquidation, termination, strike off, and dissolution expenses; (v) costs, fees, and expenses related to the Funds’ registration, qualification, and/or exemption under, or compliance with, any applicable U.S. federal, state, local, or non-U.S. laws, rules, or regulations, including, without limitation, blue sky fees, Form D, Form 8.3, filings with the National Futures Association and the Commodity Futures Trading Commission, if applicable, FATCA compliance, costs and expenses relating to accepting subscriptions from Investors in certain non-U.S. jurisdictions, and notices and other securities and/or investment-related filing expenses applicable to the Funds; (w) costs related to any transfer of interests, unless otherwise charged to or borne by the applicable transferor and/or transferee; (x) expenses incurred in connection with the preparation of any amendment to the Offering Documents, including the preparation or amendment of any Side Letter; (y) expenses incurred in connection with pursuing, defending, or participating in any litigation, arbitration, mediation, or similar proceeding by the Funds; (z) any extraordinary expenses (including, without limitation, all litigation- related and indemnification and contribution expenses, including, without limitation, the amount of any judgment or settlement paid in connection therewith); (aa) the Management Fee; and (bb) all other fees, costs, charges, and expenses associated with the business, affairs, and/or operations of the Funds, including, without limitation, any other cost that may otherwise be paid by the Master Fund with soft dollars, as applicable, pursuant to Section 28(e) of the Exchange Act. In general, each Investor will bear its proportionate share of the Fund Expenses on a pro rata basis with respect to the size of the Investor’s investment(s). The General Partner may, however, allocate expenses on another basis, including by allocating certain expenses to certain (but not all) Investors, if the General Partner determines that such an allocation is more equitable. In addition, any Fund Expenses attributable solely to investments in “new issues” or solely to Designated Investments will be paid pro rata by only those Investors participating in such investments with respect to their relative interest in such investments. Further, the General Partner will have the right to charge any Investor, and not treat as a Fund Expense, any expense attributable to a single Investor or a small group of Investors, including, without limitation, additional accounting expenses incurred in providing a calculation of “unrelated business taxable income,” if any, to particular Investors. From time to time, Trails Edge, the General Partner, and/or their affiliates may elect to bear certain expenses on behalf of the Funds that would otherwise be Fund Expenses. Trails Edge, the General Partner, and/or their affiliates will not have any obligation to bear such expenses and may elect at any time (in whole or in part) to cease bearing such expenses on behalf of the Funds. Trails Edge, the General Partner, and/or the Principal may advance funds on behalf of the Funds, and Trails Edge, the General Partner, and the Principal, as the case may be, will be reimbursed by the Funds for such advanced amounts.

Investment Objective and Strategy The principal investment objective of the Feeder Funds, through its investment in the Master Fund, is to achieve attractive investment returns over the long term on an absolute basis, regardless of overall market conditions or direction. Trails Edge intends to achieve this objective primarily through investments in long and short positions in the securities of biotechnology and pharmaceutical companies, with a concentration on mid- and small-capitalization companies. Trails Edge deploys deep fundamental analyses of the underlying assets of such companies that are in preclinical stages or clinical development, that have products undergoing regulatory review, or that have products that have been approved for commercial use, to uncover certain market inefficiencies that Trails Edge believes cause either market over-valuations or under-valuations of the companies’ securities. Such fundamental analyses include, but are not limited to, identifying and analyzing scientific, medical, clinical, regulatory, financial, managerial, commercial, patent, and/or other factors that may affect the companies. Furthermore, Trails Edge continually assesses a company’s valuation relative to both its future prospects on a risk/reward basis and any new analyses, each of which separately or together could impact Trails Edge’s investment decisions. Trails Edge expects that the Master Fund’s portfolio will consist of between twenty (20) to thirty-five (35) long positions, and fifteen (15) to twenty-five (25) short positions, at any given time. Trails Edge may very selectively use derivative instruments such as options to enhance a risk/return profile. Trails Edge has broad discretion to employ any trading, investment, or hedging technique that it deems appropriate in relation to the investment objective without obtaining the consent of, or providing notice to, the Investors. The investment strategy is not limited with respect to non-U.S. investments, though non-U.S. investments would generally occur in developed markets. In addition, from time to time, Trails Edge, on behalf of the Funds, may evaluate and make certain Designated Investments, as further described in this Memorandum. The Funds do not expect to employ leverage in connection with its investment strategies or for any other purpose. Investment Process The investment process is driven by Trails Edge’s investment team working closely with the Principal to uncover opportunities based on deep fundamental research and analysis. Proprietary tools and databases are typically used to assist in the decision-making process. Given the focus on mid- and small-capitalization biotechnology and pharmaceutical companies, Trails Edge’s investment team spends a substantial amount of time vetting opportunities based on medical and scientific information and developments, in addition to, among other considerations, intellectual property, financial,

managerial, and competitive factors. The Principal further evaluates liquidity, industry, and market dynamics as part of its investment consideration. Though Trails Edge will endeavor to construct the portfolio in such a manner that balances the benefits of both concentration and diversification, Trails Edge is not restricted as to the percentage of the Funds’ assets that may be invested in any particular issuer, instrument, market, or strategy. In advising the Funds, Trails Edge is not and will not maintain any fixed requirements for diversifying its portfolio. In attempting to maximize the Funds’ returns, Trails Edge may concentrate the holdings of the Funds in those issuers, instruments, markets, or strategies which in the sole judgment of Trails Edge provide the best profit opportunities consistent with the Funds’ investment objective. Consequently, a loss in any such concentrated position could ultimately result in significant losses to the Funds and a proportionately higher reduction in the net asset value of the Funds than if its capital had been spread over a wide number of positions. Flexibility In advising the Funds, Trails Edge has complete flexibility to create or organize (alone or in conjunction with others including Trails Edge’s affiliates) or otherwise utilize special purpose subsidiaries, affiliates, feeders, or other special purpose investment or financing vehicles, swaps or other derivatives or structured products to access investments, particularly in instances where Trails Edge, in its sole discretion, determines that there is a potential tax, regulatory, financial, confidentiality, or other advantage to such structured product, instrument, or entity. Trails Edge has broad discretion to employ any trading, investment, or hedging technique that it deems appropriate in relation to the investment objective without obtaining the consent of, or providing notice to, the Investors. Designated Investments As discussed, up to a certain limit, Trails Edge may cause the Master Fund (for those Investors who elect to participate in Designated Investments) to make certain investments that, in Trails Edge’s sole and absolute discretion, Trails Edge deems at the time of such investment to be illiquid or without a readily ascertainable market value, including investments in private securities. Such Designated Investments may include, but will not be limited to, investments in late-stage private companies in the biopharmaceutical industry. Risk of Loss Factors Investing in securities involves risk of loss that investors should be prepared to bear. The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the Funds. Each Fund’s Offering Documents provides a detailed description of the risks of investing in the Funds. Limited Operating History. The Funds, Trails Edge and the General Partner are newly formed entities and do not have any operating history upon which prospective Investors can evaluate their anticipated performance. There can be no assurances that the Funds, the General Partner or Trails Edge will be successful. The success of the Fund depends on the ability of Trails Edge to manage the Funds and effectively implement their investment programs. The Funds’ Offering Documents do not permit the Investors to participate in the management and affairs of the Funds. If Trails Edge were to lose the services of its Principal, or the Funds were to incur substantial losses, Trails Edge might not be able to provide the same level of service to the Funds as it has in the past or continue operations. The loss of the services of Trails Edge could have a material adverse effect on the Funds and the investments therein.

No Control by Investors. Investors will have no authority to make decisions or to participate in the day-to-day management of, or exercise business discretion with respect to, the Funds. The sole authority to make investment decisions is vested in Trails Edge and the General Partner. Accordingly, no Investor should invest in the Funds unless it is willing to entrust all aspects of the management of the Funds to such parties. In addition, Investors do not have an opportunity to evaluate the specific investments made by the Master Fund or to evaluate the terms of any investments made by the Master Fund. The operations of the Funds are substantially dependent upon the skill, judgment, and expertise of Trails Edge and the General Partner. Lack of Transferability of the Interests. The Funds are intended for long-term Investors who can accept the risks associated with investing primarily in securities that involve a high degree of financial risk. There is no public market for the interests, and no such market is expected to develop in the future. The interests in the Funds generally may not be, directly or indirectly, transferred, sold, assigned, pledged, or otherwise encumbered or disposed of without the prior written consent of the General Partner, which consent may be granted or withheld in the General Partner’s sole and absolute discretion. Prospective Investors are required to represent that they will be acquiring their interests for investment purposes only and not with a view to resale or distribution. The interests have not been registered under the Securities Act or any state securities laws. Therefore, they are subject to restrictions on transfer under the Securities Act and under certain states’ securities laws. Accordingly, the General Partner may require an opinion of counsel satisfactory to the General Partner that, among other things, a proposed transfer of interests is exempt from registration prior to consenting to any such transfer. No trading market for the Interests exists or is expected to develop. Master-Feeder Structure. Both the Onshore Fund and the Offshore Fund will invest all of their investable assets through a “master-feeder” structure in the Master Fund. Although a common investment fund structure, the “master-feeder” fund structure presents certain unique risks to investors. For example, a smaller feeder fund investing in the Master Fund may be materially affected by the actions of a larger feeder fund (or larger direct investor) investing in the Master Fund. If a larger feeder fund (or larger direct Investor) withdraws from the Master Fund, the remaining feeder fund may experience higher pro rata operating expenses, thereby producing lower returns. The Master Fund may become less diverse due to a withdrawal by a feeder fund or direct Investor, resulting in increased portfolio risk. Expenses or liabilities of the Master Fund arising from any legal proceedings by or against the Master Fund would be borne by the Master Fund, and creditors of the Master Fund may enforce claims against all assets of the Master Fund. Trails Edge cannot enter into separate transactions or make different investment decisions with respect to the Onshore Fund and the Offshore Fund, respectively. Accordingly, all transactions entered into, and investment decisions made by, Trails Edge on behalf of the Master Fund will affect both the Onshore Fund and the Offshore Fund, notwithstanding that the Investors of the Onshore Fund and the Offshore Fund may have different tax concerns. The “master-feeder” structure may therefore result in transactions and investment decisions that are less tax-efficient for the Investors than they would be if the Onshore Fund and the Offshore Fund were “parallel funds” that directly engaged in transactions and made investment decisions. Business and Regulatory Risks of Alternative Investment Funds. The financial services industry generally, and the activities of alternative investment funds and their managers in particular, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase the Funds’ exposure to potential liabilities and to legal, compliance, and other related costs. Increased regulatory oversight may also impose additional administrative burdens on Trails Edge and the General Partner, including, without limitation, responding to examinations, investigations, and document requests, implementing new policies and procedures, and complying with recordkeeping and reporting obligations. Such burdens may divert such parties’ time, attention, and resources from portfolio management activities. The regulatory environment for alternative investment funds is evolving, and changes in the regulation

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Currently, Trails Edge provides investment advice only to the Funds. Each of the Domestic Fund’s and the Offshore Fund’s Offering Documents sets forth the eligibility criteria for Investors. Subject to the discretion of Trails Edge to accept less, the minimum initial investment threshold for the Funds is $5,000,000, depending on share class. Additional subscription minimums are disclosed in the Offering Documents for each Fund. Domestic Fund Each Investor generally must be (i) an “accredited investor”, as defined in Regulation D under the U.S. Securities Act of 1933 (the “Securities Act”), and (ii) either a “qualified purchaser”, as defined in the U.S. Investment Company Act of 1940 (the “Company Act”), or a “knowledgeable employee”, as

defined under Rule 3c-5 of the Company Act and must meet other suitability requirements. Interests may not be purchased by non-resident aliens, foreign corporations, foreign partnerships, foreign trusts or foreign estates, all as defined in the Internal Revenue Code. The Subscription Agreement contains representations and questionnaires relating to these qualifications. Offshore Fund Each Investor generally must be either (i) a non-U.S. Person or (ii) a Permitted U.S. Person that qualifies as an “accredited investor,” as defined in Regulation D under the Securities Act, and either a “qualified purchaser,” as defined in the Company Act, or a “knowledgeable employee,” as defined under Rule 3c-5 of the Company Act, and must meet other suitability requirements. The Subscription Agreement contains representations and questionnaires relating to these qualifications.

Master Fund Performance-Based Fee Subject to the High-Water Mark (defined below), the General Partner will be entitled to an annual incentive allocation equal to the relevant Incentive Allocation Percentage (defined below) of realized and unrealized income and gains and other net income during each fiscal year (the “Incentive Allocation”).

“Incentive Allocation Percentage” means, with respect to a fiscal year: (i) 18% to 20% depending upon the particular class interests of the Feeder Funds, or (ii) such percentage as may be otherwise agreed on a case-by-case basis with one or more Investor(s). The Incentive Allocation is subject to what is commonly known as a “High-Water Mark” provision. That is, if an Investor’s capital account has a net loss in any fiscal year (or other relevant period, as applicable), this loss will be recorded and carried forward as to such capital account to future fiscal years (or other relevant periods) (such amount is referred to as the “Loss Carryforward”). The General Partner will not receive the Incentive allocation with respect to an Investor’s capital account in any future fiscal year (or other relevant period) until the Loss Carryforward amount for such capital account has been recovered. Once the Loss Carryforward has been recovered, the Incentive Allocation will be based on the excess profits (over the Loss Carryforward amount) as to such capital account, rather than on all profits. When an Investor withdraws capital, any Loss Carryforward will be adjusted downward in proportion to the withdrawal. With respect to any Investor (including any affiliates and/or employees of Trails Edge or the General Partner), the General Partner will have the right to reduce, waive, assign, grant participation in, or otherwise share the Incentive Allocation, without the consent of, or notice to, any other Investor. It is anticipated that no Incentive Allocation will be allocated with respect to its interests held (directly or indirectly) by or for the benefit of the Principal, employees of Trails Edge or its affiliates, or immediate family members of such parties. No Incentive Allocation will be made with respect to any Designated Investment until such Designated Investment is sold, liquidated, or no longer deemed to be a Designated Investment by Trails Edge. Fund assets are expected to be managed in the Master Fund, therefore Trails Edge does not expect to face any side-by-side conflict of interest issues, such as allocation decisions which may be impacted by performance-based fee differentials. Trails Edge has developed and implemented procedures that are designed to ensure that all clients are treated fairly and equally, and to prevent conflicts from influencing the allocation of investment opportunities among clients. The terms of the performance-based fees and Incentive Allocations may differ in the future among the Funds or other accounts managed by Trails Edge. This may result in a conflict of interest when Trails Edge allocates opportunities among such clients because there will be an incentive to favor allocations to clients that have higher performance-based fees and Incentive Allocations. To avoid such conflict of interest, Trails Edge would generally follow documented procedures in allocating opportunities among its clients which would not take into account the performance-based fees and Incentive Allocations to which such clients are subject.

Neither Trails Edge nor the General Partner are registered or have an application pending to register as a broker-dealer or a registered representative of a broker-dealer. Neither Trails Edge nor the General Partner are registered or have an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. The General Partner is an affiliated entity of Trails Edge.

Code of Ethics Trails Edge has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that establishes certain standards of conduct and rules for its employees and/or access persons (as applicable). A summary of the Code is provided below. All access persons of Trails Edge must acknowledge annually that they understand and agree to the terms of the Code. The Code incorporates the following general principles that all employees are expected to uphold at all times: •

Employees must place the interest of clients first;

•

Employees must conduct all personal securities transactions in a manner consistent with the Code and seek to avoid both actual conflicts of interest and the appearance thereof, and

•

Employees may not take inappropriate advantage of their own positions with Trails Edge for their own personal benefit.

Personal Trading The Code prohibits access persons from purchasing securities of individual companies that are publicly

traded in the health care sector as classified under the Global Industry Classification Standard (GICS).1 Trails Edge believes that this prohibition mitigates the most likely conflict of interest that may arise from personal trading activity by generally prohibiting trading in securities that largely comprise the investable universe of Trails Edge’s clients. Access persons are permitted to buy and sell private securities (such as investments in hedge fund, private equity funds and private companies) with prior approval. Access persons are also permitted to invest in mutual funds and U.S. and non-U.S. government issued obligations without prior approval. In addition, Trails Edge may permit access persons to maintain accounts that are managed on a discretionary basis by a third party if the access person has no direct or indirect influence or control over the investments for the account. Exceptions to the personal trading policy are handled on a case-by-case basis. For example, an exception may be granted for legacy positions that were held by an access person (or a covered family member) prior to that access person joining Trails Edge or to sell an investment that was originally made when the company was private and subsequently became publicly traded. In such a case, the access person would be required to obtain prior approval to sell such positions and may be subject to other restrictions as deemed appropriate by Trails Edge under the circumstances. Gifts and Entertainment, Political Activities and Outside Activities The Code provides that gifts and entertainment must be reasonable in light of industry practices and should never be given or received if the purpose is to influence the recipient. Trails Edge requires access persons to report or receive approval for the receipt or giving of gifts and entertainment under certain circumstances. The Code also generally requires access persons to obtain prior approval before the access person, a spouse or certain other immediate family members makes a political contribution or engages in certain campaign-related fundraising activities. This policy is intended to prevent scenarios whereby an access person may make a contribution or engage in an activity for the selection of Trails Edge as an investment adviser for a governmental entity. Finally, the Code provides that, without prior approval, access persons are generally not permitted to engage in certain types of outside business activities. This policy is intended to prevent material conflicts of interest that could arise from an access person’s personal activities. Participation or Interest in Client Transactions Trails Edge, its principals and employees do not purchase or sell any securities for their own accounts to or from the Funds. However, in the future, if Trails Edge is to advise multiple client accounts, subject to Funds’ investment guidelines and restrictions, Trails Edge may effect rebalancing or internal cross transactions. In such cases, Trails Edge may determine that it would be in the best interests of the Master Fund and one or more other accounts to transfer a security from one account to another (each such transfer, a “Cross Trade”) for a variety of reasons, including tax purposes, liquidity purposes, to rebalance the portfolios of the accounts, or to reduce transaction costs that may arise in an open market transaction. If Trails Edge decides to engage in a Cross Trade, Trails Edge will determine that the trade is in the best interests of both of the accounts involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those accounts.

Health care securities classified under GICS’ Health Care Sector include Health Care Equipment and Services, and Pharmaceuticals, Biotechnology, and Life Sciences. For more information, see: Global Industry Classification Standard (GICS) Methodology

Although unlikely, in the event that Trails Edge is to execute Cross Trades, it would do so with the assistance of a broker-dealer that executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between two fund clients may occur as an “internal cross”, where Trails Edge instructs the custodian for the accounts to book the transaction at the price determined in accordance with Trails Edge’s Valuation Policy. If Trails Edge effects an internal cross, Trails Edge will not receive any fee in connection with the completion of the transaction. Additional Considerations From time to time, various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities, partners and personnel in connection with client transactions. Trails Edge has established written policies and procedures, which contain procedures to monitor and resolve conflicts and will endeavor to resolve conflicts in a manner it deems equitable to the extent possible under the prevailing facts and circumstances.

Trails Edge has complete discretion in deciding which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Portfolio transactions for the Master Fund are allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to Trails Edge and/or certain accounts, but not beneficial to all accounts. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, Trails Edge may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to the Master Fund by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. Trails Edge need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither Trails Edge nor the Master Fund separately compensates any broker or dealer for any of these other services. Trails Edge maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. Soft Dollar Usage From time to time, Trails Edge pays a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting Master Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Trails Edge will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). Trails Edge believes it is important to its investment decision-making processes to have access to independent research.

Research services within Section 28(e) that Trails Edge uses soft dollars for generally include: research reports (including market, industry and company research); financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and proxy advisory services; attendance at seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); and advice from brokers regarding order execution, trading strategies or market structure. Brokerage services within Section 28(e) that Trails Edge uses soft dollars for generally include: services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (including connectivity services between Trails Edge and broker-dealers, custodians or other relevant parties); trading software operated by a broker-dealer to route orders; software that provides trade analytics or trading strategies; software used to transmit orders; clearance and settlement services; electronic communication of allocation instructions; routing settlement instructions; posttrade matching of trade information; electronic confirmations or trade affirmations; and services required by the SEC or applicable self-regulatory organizations. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by the Master Fund may be used by Trails Edge to service one or more other accounts, including accounts that may not have paid for the soft dollar benefits. Trails Edge will not seek to allocate soft dollar benefits to accounts in proportion to the soft dollar credits the accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to Trails Edge (i.e., a “mixed use” item), Trails Edge will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Trails Edge’s allocation of the costs of such benefits and services between those that primarily benefit Trails Edge and those that primarily benefit the accounts. When Trails Edge uses brokerage commissions (or markups or markdowns) generated by any accounts to obtain research or other products or services, Trails Edge receives a benefit because it does not have to produce or pay for such products or services. While Trails Edge is obligated to seek best execution for each account, the fact that Trails Edge can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer based on Trails Edge’s interests, to the exclusion of another broker-dealer that offers business terms that are also favorable to one or more accounts. At least annually, Trails Edge considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon and attempts to allocate a portion of the brokerage business of its accounts on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will Trails Edge make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. Trade Aggregation and Allocation Policies and Procedures Trails Edge executes trades and investments in the Master Fund. In the future, if Trails Edge is to advise other actively traded client accounts, in addition to the Master Fund, it will be the policy of Trails Edge to allocate investment opportunities to the Master Fund and to any other accounts on a fair and equitable basis, to the extent practical and in accordance with the Master Fund’s or other accounts’

applicable investment strategies, over a period of time. Investment opportunities will generally be allocated among those accounts for which participation in the respective opportunity is considered appropriate, taking into account, among other considerations: whether the risk-return profile of the proposed investment is consistent with an account’s objectives, the potential for the proposed investment to create an imbalance in an account’s portfolio, the liquidity requirements of an account, potentially adverse tax consequences, regulatory restrictions that would or could limit an account’s ability to participate in a proposed investment, and the need to re-size risk in an account’s portfolio. Trails Edge will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, the Master Fund or other accounts solely because Trails Edge purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to, another account or the Master Fund if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for the Master Fund or the other account. In particular, when the Master Fund is ramping up its investment or trading strategies, it may receive larger allocations of certain securities than the other accounts in order to obtain its desired risk and portfolio size. Conversely, when other accounts ramp up their investment and trading strategies, the Master Fund may receive reduced or no allocations of certain securities. Trade Errors Trade errors involving transactions in any account directly or indirectly held by the Master Fund or any derivatives contract or other similar agreement of the Master Fund and/or any trading vehicle (each, a “Trade Error”) may occur. Trade Errors include the placement of orders (either purchases or sales) in excess of, or less than, the amount of Securities the account intended to trade; the sale of a security when it should have been purchased; the purchase of a security when it should have been sold; the purchase or sale of the wrong security; and the purchase or sale of a security for the wrong account and the post-settlement discovery of such purchase or sale. Trades implemented as a result of faulty data, systems, coding, modeling or analysis, trades that are properly executed but result in losses, errors committed by other persons (including brokers and custodians), or that are otherwise caused by human error other than those specifically described above, are not considered Trade Errors. The loss of an investment opportunity is not considered a Trade Error. Such errors may result in losses or gains. Trails Edge will use reasonable efforts to detect such errors prior to settlement and promptly correct them. To the extent that an error is caused by a counterparty, such as a broker-dealer, Trails Edge will use reasonable efforts to recover any losses associated with such error from the counterparty. Pursuant to the exculpation and indemnification provided by the Master Fund to Trails Edge and its affiliates and personnel, Trails Edge and its affiliates and personnel will generally not be liable to the Master Fund for any act or omission, absent bad faith, gross negligence, willful misconduct or actual fraud of such person, and the Master Fund will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Master Fund, absent bad faith, gross negligence, willful misconduct or actual fraud of such person. As a result of these provisions, the Master Fund (and not Trails Edge) will benefit from any gains resulting from Trade Errors and other errors and will be responsible for any losses (including additional trading costs) resulting from Trade Errors and other errors, absent bad faith, gross negligence, willful misconduct or actual fraud of the relevant person. Trails Edge will not offset any such gains and losses resulting from Trade Errors and other errors unless the underlying transactions constitute a single transaction or closely related series of transactions. Trails Edge will reimburse the Master Fund for losses for which Trails Edge is responsible under the exculpation provisions. Given the potentially large volume of transactions executed by Trails Edge on behalf of the Master Fund, Investors should assume that Trade Errors and other errors will occur and that, to the extent permitted by applicable law and under the Funds’

respective offering documents, the Master Fund will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of Trails Edge’s personnel.

Although Trails Edge does not currently have and does not intend to have any third-party placement agents, Trails Edge in the future may agree to pay third-party placement agents that refer investors to a Fund. The compensation typically paid to those placement agents includes a portion of the fixed fee and/or Incentive Allocation earned by Trails Edge in respect of investors referred to by such placement agents. Investors are generally not subject to any incremental fees in connection with the referral unless incremental fees are payable by the investor directly to the placement agent under the terms of the separate agreement between the investor and the placement agent (to which Trails Edge is not a party). The referral arrangements described above involve potential conflicts of interest because the placement agent may have an incentive to favor sales of interests in a Fund over sales of other investment products for which the agent will receive no or lower fees. Prospective and existing investors should consider this potential conflict of interest when evaluating any recommendation or referral by an agent regarding an investment in a Fund.

Trails Edge is required to disclose all material facts regarding any legal or disciplinary events that would be material to a prospective investor or current Investor’s evaluation of Trails Edge’s business or the integrity of Trails Edge. Trails Edge has not been subject to any disciplinary action, whether criminal, civil or administrative (including regulatory) in any jurisdiction. No persons involved in the management of Trails Edge have been subject to such action.

Trails Edge conducts daily reviews of the Funds’ portfolios to ensure conformity with investment objectives and guidelines. In addition, Trails Edge reviews transactions, positions, and cash balances daily, along with conducting various other periodic formal and informal reviews. Investors in the Funds generally receive monthly account statements. Trails Edge may, in its discretion, provide certain investors with additional information on a more frequent basis upon request. Investors also receive copies of audited financial statements on an annual basis and Investors in the Onshore Fund receive a Schedule K-1 on an annual basis.

Trails Edge will comply with the requirements of Rule 206(4)-2 of the Advisers Act (“Custody Rule”) with regards to Trails Edge’s custody of the Funds’ assets. Trails Edge is deemed to have custody of client funds and securities because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client's account or otherwise withdrawing funds from a client's account. Trails Edge does not expect to be required to comply (or expects to be deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called "Pooled Vehicle Annual Audit Exception", which, among other things, requires that (i) each Fund be subject to an 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 (PCAOB), (ii) each Fund’s audited financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP), and (iii) each Fund distributes its audited financial statements to all Investors in the relevant Fund(s) within 120 days of the end of its fiscal year.

Trails Edge has full discretionary authority to manage the Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and the commissions paid. Trails Edge’s

authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. These terms are set out in the Offering Documents of each Fund.

Proxy Voting Policies and Procedures Trails Edge has established proxy voting policies and procedures designed to ensure that proxies, to the extent Trails Edge has been delegated authority to vote such proxies on behalf of the Funds and elects to vote, are voted in the best interest of the Funds. When voting proxies, Trails Edge must identify and address material conflicts that may arise between Trails Edge’s interests and those of the Funds. Specifically, Trails Edge monitors the potential for conflicts of interest that might arise from personal relationships that Trails Edge or its employees may have with parties involved in the vote, significant Investor relationships with those parties, and other special circumstances. Trails Edge will vote proxies as it deems necessary or appropriate, on a case-by-case basis. Prior to voting, the CCO will determine whether the conflict is material to the vote and will either resolve the conflict or refer the proxy vote to an outside service for its independent consideration. In limited circumstances, Trails Edge may refrain from voting Proxies where Trails Edge believes that voting would be inappropriate, taking into consideration the cost of voting the Proxies and the anticipated benefit to the Funds. Investors or clients may also contact Trails Edge via e-mail or telephone to request a copy of its proxy voting policy. Class Action Participation Procedures To the extent that Trails Edge has discretion to participate in class action lawsuits filed against companies or issuers in which the Funds are invested, Trails Edge may participate in such class action lawsuits if it believes that such participation is in the best interest of the Funds on a case-by-case basis.

Trails Edge has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to investors and has not been the subject of a bankruptcy proceeding.