Vestal Point Capital, LP

Vestal Point Capital, LP (hereinafter “Vestal Point”, “we”, “us”, “our” or the “Firm”) was formed in February 2023 under the laws of the State of Delaware as a limited partnership. The Firm has one principal place of business in New York, New York. Vestal Point is controlled solely by Ryan Wilder (the “Principal”) who is a limited partner of the Firm and the managing member of Vestal Point Capital, LLC, the Firm’s general partner. The principal owners of the Firm are the Principal and Maplewood 1 Holdings LLC (“Maplewood”). Maplewood is an estate planning vehicle that is ultimately owned and controlled by the Principal and his family members, but this entity exercises no direct or indirect control over the management of the Firm. The Firm serves as the investment adviser, with discretionary trading authority, to pooled investment vehicles which are offered to investors on a private placement basis (each a “Fund” and collectively, the “Funds”). Vestal Point implements investment strategies for the Funds through a master-feeder structure. Vestal Point manages the following Funds: • • •

Vestal Point Offshore Fund, Ltd., a Cayman Islands exempted company (the “Offshore Fund”); Vestal Point Partners, LP, a Delaware limited partnership (the “Onshore Fund”); and Vestal Point Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”), which serves as the master fund into which the Onshore Fund and the Offshore Fund invest substantially all of their assets.

Vestal Point Partners GP, LLC, a Delaware limited liability company registered as a foreign company in the Cayman Islands, serves as the general partner of the Onshore Fund and Master Fund (the “Fund General Partner”). Our registration on Form ADV also covers the Fund General Partner which is principally owned and controlled by the Principal. The Onshore Fund’s “Limited Partners” and the Offshore Fund’s “Shareholders” are hereafter collectively referred to as the “Investors” where appropriate. Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives, guidelines, limitations and risks as set forth in its respective “Offering Documents.” We do not tailor the advisory services we provide to the Funds to the individual needs of any particular Investor. Vestal Point also serves as investment adviser with discretionary trading authority to a separately managed account (the “Account) that is managed according to an investment advisory agreement (the “Advisory Agreement”). Generally, in the normal course of business, the Account and the Funds will be managed pari-passu. However, there may be exceptions that could lead to non-pari-passu investments due to the Account’s specific investment parameters, objectives, restrictions and guidelines as set forth in the Account’s Advisory Agreement or otherwise communicated to us by the Account. As used herein, the term “Client” generally refers to each Fund (including any special purpose vehicles) and each Account and the term “Governing Documents” refers to the relevant Advisory Agreement or Offering Documents, as the context requires. Vestal Point may also accept other Clients, including additional Funds, at any time. -4DM_US 600580726-4.145893.0005

The objective of the Master Fund is to consistently generate attractive risk-adjusted returns by investing primarily in the healthcare space, including, but not limited to, biotechnology, pharmaceuticals, medical devices, tools and diagnostics. The Master Fund invests in long and short positions of equities in these sectors across the full range of market capitalizations. It may maintain a net long or net short exposure on the aggregate portfolio level. The Master Fund aims to build a portfolio with low net exposure, allowing it to seek to produce attractive risk-adjusted returns regardless of the overall market or sector performance. In implementing its strategy, the Master Fund may use equities and their derivative instruments. Additionally, the Firm may invest the assets of the Master Fund attributable to certain participating Investors in certain less liquid investments that are intended to be held for a longer term (i.e., until the resolution or occurrence of an event or circumstance) and may not have a readily assessable market value (“Special Investments”). A Special Investment may include, without limitation, securities that are offered in a private placement, investments in preferred equity, and early-, medium- and late-stage growth investments, as well as any corresponding hedging or financing positions, if any, and any fees and expenses expected to be incurred with respect to any Special Investments over the term of such investment. The Firm will seek to generate returns based on fundamental research, which may result in concentrated risk positions and elevated levels of volatility over different position holding periods. See Item 8 for more information about the Firm’s strategies and related risks. The descriptions set forth in this Brochure of specific advisory services that we offer to our Clients, and investment strategies pursued and investments made by us on behalf of our Clients, should not be understood to limit, in any way, our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, the Firm has regulatory assets under management of $5,469,117,378, all of which is managed on a discretionary basis.

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Vestal Point receives compensation based on assets under management and performance. The fees and allocations applicable to each Client are set forth in detail in the corresponding Governing Documents. All Clients and Investors should review the relevant Governing Documents in conjunction with this Brochure for complete information on the fees and compensation payable to the Firm in connection with its advisory services. A brief summary of such fees is provided below. Fund Management Fee The Master Fund will pay to the Firm a fee for its investment management services (the “Management Fee”) for each fiscal quarter equal to 0.5% (2% per annum) multiplied by the balance of each capital account of an Investor (including any Special Investment account) as of the beginning of such fiscal quarter (before taking into account the estimated accrued incentive performance allocation (“Incentive Allocation” or “Fees” defined below), if any). The Master Fund will calculate and pay the Management Fee in advance but will amortize the Management Fee monthly over the fiscal quarter for which such Management Fee is paid. Vestal Point’s fee schedule is omitted because this Brochure is only being delivered to qualified purchasers as defined in the Investment Company Act of 1940, as amended (“Investment Company Act”). The specific rates, calculation methodology and other terms of the Management Fee applicable to each tranche of interests is detailed and disclosed in the applicable Fund’s Offering Documents. The Management Fee will be prorated for any capital contribution or withdrawal by an Investor that is effective other than as of the first day of a fiscal quarter. In the event of a withdrawal by an Investor other than as of the last day of a quarter, the Firm will pay to the Master Fund, and the Master Fund will pay to Onshore Fund or Offshore Fund, as applicable, an amount equal to the pro rata portion of the Management Fee, based on the actual number of days remaining in such fiscal quarter, and the Onshore Fund or Offshore Fund will distribute such amount to the withdrawing investor. In the sole discretion of the Fund General Partner, the Management Fee may be waived, reduced or calculated differently with respect to certain Investors. Fund Incentive Allocation Generally, at the end of each fiscal year, the Fund General Partner is entitled to receive an incentive allocation (the “Incentive Allocation”) in an amount equal to 20% of the net capital appreciation (which includes both realized gains and losses and unrealized appreciation and depreciation of securities held in the Onshore Fund or Offshore Fund’s portfolio, as applicable) allocated to an Investor’s capital account for such fiscal year (other than any unrealized appreciation or depreciation in any Special Investment account) after deducting the Management Fee debited to such Investor’s capital account for such fiscal year, subject to a loss carryforward mechanism. No Incentive Allocation will be crystallized for any Special Investment until the realization or deemed realization of such Special Investment occurs, including any partial realization or deemed realization in respect of such applicable portion of the Special Investment. In the event that an investor withdraws capital other than at the end of a fiscal year, the Incentive Allocation will be made with respect to the net capital appreciation attributable to

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any amounts withdrawn, including any net Special Investment profit as of the end of any fiscal quarter during which there was a realization of such Special Investment, in each case, subject to certain adjustments. In the sole discretion of the Fund General Partner, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain Investors. The Management Fee and/or Incentive Allocation has in the past and may in the future be waived, reduced or calculated differently for Investors that are affiliates or employees of Vestal Point. For a discussion of potential conflicts of interest, please see “Item 6. Performance-Based Fees and Side-by-Side Management.” Managed Accounts All fees for Accounts are subject to negotiation and established pursuant to each Account’s Advisory Agreement. Other Types of Fees or Expenses Vestal Point is authorized to incur and pay in the name and on behalf of the Funds all expenses which they deem necessary or advisable. The Funds bear all of their operating expenses and pro rata share of the operating expenses of the Master Fund and all subsidiaries and special purpose vehicles through which the Master Fund invests or intends to invest (collectively, the “Fund Expenses”), including such costs incurred at or prior to the formation of the Funds and prior to the closing of the Funds, which expenses will include, without limitation: Organizational and Offering Expenses: the Fund will bear (a) all of its organizational and offering expenses and its pro rata share of the organizational and offering expenses of the Master Fund, in each case, including such costs incurred at or prior to the formation of the Fund and prior to the initial closing of the Fund. Such organizational and offering expenses will include, without limitation, all costs and expenses incurred in connection with the Fund’s formation and the marketing, offering and sale of the Shares or 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 at or prior to the formation of the Fund and prior to the initial closing of the Fund (collectively, “Organizational and Offering Expenses”). Although U.S. generally accepted accounting principles (“GAAP”) require organizational expenses to be expensed when incurred, the Board of Directors and Fund GP will amortize the Organizational and Offering Expenses incurred by the Fund for financial reporting and other purposes. The period during which the Organizational and Offering Expenses will be amortized will be determined by the Board of Directors and Fund GP, in its sole discretion. Such period may be up to sixty (60) months. The Board of Directors and Fund GP believe that the impact from this departure from GAAP will not be material and that this method of expensing the cost is more equitable to all Shareholders. However, if such amortization would result in a qualification of the Fund’s annual audited financial statements, the Board of Directors and Fund GP may decide: (i) to avoid the qualification by recognizing the unamortized Organizational and Offering Expenses; or (ii) to make GAAP-conforming changes for financial reporting purposes, but amortize such expenses for purposes of calculating the Fund’s net asset value. To the extent that the Board -7DM_US 600580726-4.145893.0005

of Directors and Fund GP elect to implement the changes described in clause (ii) of the preceding sentence in any instance, there would be a divergence between the Fund’s fiscal year-end net asset value and the net asset value reported in the Fund’s financial statements for financial reporting purposes for such year. In the event of termination of the Fund, any remaining unamortized expenses shall be recognized. If an Investor redeems all or any portion of its Shares or Interests prior to the end of the 60-month period during which the Fund is amortizing expenses, the Board of Directors and Fund GP may, but is not required to, accelerate a proportionate share of the unamortized expenses based upon the amount being redeemed and reduce redemption proceeds by the amount of such accelerated expenses. Expenses of the Fund: the Fund will also bear (b) expenses associated with all investments and transactions considered, evaluated and/or consummated by the Master Fund, or any such subsidiaries and special purpose vehicles, as well as overall consideration and evaluation of such entities’ 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, including, without limitation, data and research on-boarding, ingestion, aggregation, and analysis, third-party research, data, analytics, modeling, risk, structuring, pricing, execution and other third-party information, technology, hardware, software or other technology systems, including, without limitation, installation and maintenance, software 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 expenses, 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 the Firm’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 and all transaction and other costs associated therewith, including, without limitation, expenses associated with proxy research and voting services; (f) travel and related expenses associated with investments and potential investments; (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 and similar fees and expenses associated with the acquisition, disposition and settling of investments and potential investments, including, without limitation, fees, expenses and commissions paid in connection with outsourced trading; (i) expenses associated with legal and regulatory filings of the Master Fund or such subsidiaries and special purpose vehicles in the United States, the Cayman Islands, or in any other jurisdiction, including, without limitation, pursuant to Sections 13 and 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as the expenses associated with preparation and filing of the Firm’s Form 13F, Form 13D, Form 13G, Form 13H, Form N-PX and Form PF, if applicable, and any other similar filing in any other U.S. or non-U.S. jurisdiction; (j) administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting, advisory and similar fees, and expenses associated with the Master Fund’s or such subsidiaries’ or special purpose vehicles’ operations, investments and transactions, including, without limitation, fees and expenses of the Master Fund’s administrator; (k) expenses incurred in connection with responding to requests or inquiries from any U.S. federal, state, local or non-U.S. governmental entity or authority, regulatory body or self-regulatory organization with respect to the Funds, or such subsidiaries and special purpose vehicles; (l) broken-deal, failed transaction, break-up and similar fees, costs and expenses (if any); (m) -8DM_US 600580726-4.145893.0005

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The descriptions set forth in this Brochure of specific advisory services that we offer to Clients, and investment strategies pursued and investments made by us on behalf of our Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines as set forth in the Governing Documents. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Investment Objective The objective of the Clients is to consistently generate attractive risk-adjusted returns by investing primarily in the healthcare space, including, but not limited to, biotechnology, pharmaceuticals, medical devices, tools and diagnostics. The Clients invest in long and short positions of equities in these sectors across the full range of market capitalizations. It may maintain a net long or net short exposure on the aggregate portfolio level. The Clients aim to build a portfolio with low net exposure, allowing it to seek to produce attractive risk-adjusted returns regardless of the overall market or sector performance. In implementing its strategy, -12DM_US 600580726-4.145893.0005

the Clients may use equities and their derivative instruments. The Firm seeks to generate returns based on fundamental research, which may result in concentrated risk positions and elevated levels of volatility over different position holding periods. Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular investment strategies or methods of analysis employed by us. An investment involves significant risks, and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in each Client’s Governing Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly-traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the Governing Documents and the documents referred to herein before deciding to invest with Vestal Point. Risks Relating to Methods of Analysis Quantitative Model Risk and Risk Management Danger. There can be no assurance that the models used by the Firm will continue to be viable. The use of a model that is not viable or not completely viable could, at any time, have a material adverse effect on the performance of the Clients. There can be no assurance that the Clients will achieve their investment objectives or that the models (even if completely or partially viable) will continue to further or ultimately be capable of furthering the Clients’ investment objectives. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be subject to misinterpretation. In the complex environment in which the Firm operates, effective risk management depends upon many factors, not all of which may be properly identified, and effective assessment, analysis, process creation, control or treatment of risks could be difficult to implement. For the sake of clarity and without limitation, though losses arising from quantitative model risks could adversely affect the Clients’ performance, such losses would likely not constitute reimbursable trade errors under Vestal Point’s policies or the Investment Management Agreement. Obsolescence Risk. The Clients are unlikely to be successful unless the assumptions underlying the models are realistic and either remain realistic and relevant in the future or are adjusted to account for changes in the overall market environment. If such assumptions are inaccurate or become inaccurate and are not promptly adjusted, it is likely that profitable trading signals will not be generated. If and to the extent that the models do not reflect certain factors, and the Firm does not successfully address such omission through its testing and evaluation and modify the models accordingly, major losses may result. Vestal Point intends to continue to test, evaluate and add new models, as a result of which the existing models may be modified from time to time. Any modification of the models or strategies will not be subject to any requirement that investors receive notice of the change or that they consent to it. There can be no assurance as to the effects (positive or negative) of any modification on -13DM_US 600580726-4.145893.0005

the Clients’ performance. For the sake of clarity and without limitation, though losses arising from obsolescence risks could adversely affect the Clients’ performance, such losses would likely not constitute reimbursable trade errors under the Firm’s policies or the Investment Management Agreement. Risk of Programming and Modeling Errors. The research and modeling process engaged in by Vestal Point and external parties that may provide risk management services, analysis and information is extremely complex and involves financial, economic, econometric and statistical theories, research and modeling; the results of some of these processes must then be translated into computer code. Although the Firm seeks to hire individuals skilled in each of these functions and to provide appropriate levels of oversight, the complexity of the individual tasks, the difficulty of integrating such tasks, and the limited ability to perform “real world” testing of the end product raise the chances that the finished model may contain an error. For the sake of clarity and without limitation, though losses arising from programming and modeling errors could adversely affect the Clients’ performance, such losses would likely not constitute reimbursable trade errors under the Firm’s policies or the Investment Management Agreement. Involuntary Disclosure Risk. The ability of the Firm to achieve its investment goals for its Clients is dependent in large part on its ability to develop and protect its models and proprietary research. The models and proprietary research and the Models and Data are largely protected by us through the use of policies, procedures, agreements, and similar measures designed to create and enforce robust confidentiality, non-disclosure, and similar safeguards. However, aggressive position-level public disclosure obligations (or disclosure obligations to exchanges or regulators with insufficient privacy safeguards) could lead to opportunities for competitors to reverse-engineer Vestal Point’s models, and thereby impair the relative or absolute performance of the Clients. Model and Data Risk. The Firm will rely heavily on quantitative and systematic models (both proprietary models developed by us, and those supplied by third parties) and information and data supplied by third parties (“Models and Data”). Models and Data can be used to construct sets of transactions and investments, to value investments or potential investments (whether for trading purposes, or for the purpose of determining the net asset value of the Clients), to provide risk management insights, and to assist in hedging portfolio exposure. When Models and Data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose the Clients to potential risks. For example, by relying on Models and Data, Vestal Point may be induced to buy certain investments at prices that are too high, to sell certain other investments at prices that are too low, or to miss favorable opportunities altogether. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. All models rely on correct market data inputs. Because the Firm’s models are usually constructed based on, or employ, historical or current market data supplied by third parties, the success of relying on Models and Data may depend heavily on the accuracy and reliability of the supplied data, which can contain errors. For the sake of clarity and without limitation, though Model and Data risks could adversely affect our performance, losses that arise as a result of the use of Models and Data likely would not constitute reimbursable trade errors under the Firm’s policies or the Investment Management Agreement. -14DM_US 600580726-4.145893.0005

Artificial Intelligence Risk. New business and technological developments in artificial intelligence, including machine learning technology such as ChatGPT (collectively, “AI”), may adversely affect the Firm, its Clients, and their portfolio investments by altering the market practices and by posing compliance and operational risks. The Firm and its personnel occasionally use or expect to use (subject to human oversight) AI to assist with analyzing information or investment opportunities. Such use or expected use of AI poses certain risks. AI is highly reliant on the collection and analysis of large amounts of data and complex algorithms, and limitations on the ability to incorporate relevant data and bias, conflicts of interest, or errors in the construction of AI can limit its accuracy and effectiveness. The Firm has limited ability to verify the accuracy of AI’s outputs and whether the outputs implicate third party intellectual property rights. AI could also be misused by the Firm, third parties, or their personnel, and AI’s reliance on large amounts of data increases cybersecurity risks associated with its use. AI technology, its applications in the investment sector and economy more broadly, and the relevant legal and regulatory frameworks continue to rapidly evolve. The costs related to using AI and of monitoring and responding to evolving laws and regulations, as well as the consequences of non-compliance, could have an adverse effect on the Firm, its Clients, and portfolio investments. Correlation Risk. The Clients may be exposed to correlated risks. These occur when funds and other investors hold similar positions and employ similar strategies, resulting in intensified risks leading to potential cascading loss in times of market stress. Spread Trading. A part of the Firm’s strategy may involve spread positions between two or more securities positions. To the extent the price relationships between such positions remain constant, no gain or loss on the positions will occur. Such positions, however, do entail a substantial risk that the price differential could change unfavorably, thus causing a loss to the spread position. The Firm’s strategy also may involve arbitraging among two or more securities. This means, for example, that we may cause the Clients to purchase (or sell) securities (on a current basis) and take offsetting positions in the same or related securities. To the extent the price relationships between such positions remain constant, no gain or loss on the positions will occur. These offsetting positions entail substantial risk that the price differential could change unfavorably causing a loss to the position. Moreover, the arbitrage business is extremely competitive, and many of the major participants in the business are large investment banking firms with substantially greater financial resources, larger research staffs and more investment professionals than will be available to the Firm. Arbitrage activity by other larger firms may tend to narrow the spread between the price at which we may cause the Clients to purchase a security and the price that we expect the Clients will receive upon consummation of a transaction. Technical Trading Strategies. The buy and sell signals generated by certain strategies of the Firm are not based on any analysis of fundamental supply and demand factors, general economic factors or anticipated world events but generally upon factors such as studies of actual daily, weekly and monthly price fluctuations, volume variations, changes in open interest and correlations and variance measures. The profitability of any technical trading strategy depends upon occurrence in the future of major price moves or trends in the instruments traded. In the past there have been periods without discernible trends and presumably similar periods will occur in the future. The best trading strategy will not be profitable if there are no trends of the kind it seeks to follow. In addition, a technical trading strategy may be profitable for a period of time, after which the strategy fails to detect correctly any future price movements. Accordingly, technical traders often modify or replace their strategy on a periodic basis. Any factor that may lessen the prospect of major trends in the future (for example, as increased governmental control -15DM_US 600580726-4.145893.0005

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Our Clients are the Funds and the Account, as described in Item 4 above. The Funds are generally formed as partnerships and limited companies in U.S. and foreign jurisdictions. The Funds are generally open to, among others, institutions, pension plans, endowments, high net-worth individuals, family offices, funds of funds, sovereign wealth funds, financially sophisticated individuals, and other sophisticated investors. The Account is owned by a leading global alternative investment firm. We may in the future provide investment advice to separately managed accounts for institutional and other client types. Although Investors in the Funds are subject to an initial subscription minimum of $1,000,000, the minimum may be waived in accordance with the applicable Fund’s Governing Documents. Certain of the Funds admit only investors that are “accredited investors” within the meaning set forth in Regulation D under the Securities Act of 1933 and “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act. Certain other Funds require investors to meet certain suitability qualifications, such as being both (A) “accredited investors” under SEC Regulation D of the Securities Act of 1933 and (B) “qualified purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company Act. It is anticipated that any future pooled investment vehicle managed by Vestal Point will have similar eligibility standards as the Funds. Vestal Point also provides advisory services to the Account on a discretionary basis in accordance with the Advisory Agreement. With respect to the Accounts, Vestal Point does not have any standard requirements for opening or maintaining a separately managed account and may, in its discretion, require a different investment minimum for any account managed in the future.

The Fund General Partner and the Firm are entitled to receive a performance-based compensation from every Client in the form of Incentive Allocations or performance-based fees related to the Account (the “Fees”) based on the investment performance of the applicable Client. (see Fund Incentive Allocation and Managed Accounts disclosures in Item 5: Fees and Compensation above). The Incentive Allocation or Fees could give rise to potential conflicts of interest, including the following: Allocation of Investment Opportunities The Incentive Allocation or Fees could create an incentive for Vestal Point, an affiliate of the Fund General Partner, to direct the best investment ideas to, or to allocate or sequence trades in favor of, (i) Clients with performance compensation arrangements over Clients that are not -10DM_US 600580726-4.145893.0005

charged, or from which the General Partner or the Firm will not receive Incentive Allocation or Fees, and (ii) Clients from which the General Partner or the Firm will receive a greater Incentive Allocation or Fees over Clients from which the General Partner or the Firm will receive lesser performance compensation. Valuation The Incentive Allocation or Fees could create an incentive for Vestal Point to be more aggressive with respect to valuations, especially with respect to illiquid securities, such as special investments. Risk The Incentive Allocation or Fees could create an incentive for the Firm to make investments that are riskier or more speculative than would be the case if a performance-based compensation arrangement were not in effect. Timing and Realization of Investments The Incentive Allocation or Fees could create an incentive for us to time investments, and the realization of investments, so as to maximize the Incentive Allocation or Fees rather than the return of the Client. There could be an incentive for the Firm to cause the Client to hold securities for longer than three years for the General Partner to be taxed at “long-term capital gain” tax rates with respect to related gains underlying the Incentive Allocation or Fees, although certain other taxable U.S. investors can achieve long-term capital gain tax rates on securities held for longer than one year, and the holding period does not generally have relevance for the tax treatment of investors who are not subject to U.S. income taxation or are “C” corporations. This dichotomy creates a potential conflict between the interests of the General Partner and the interests of other direct and indirect Investors. Further, the Clients may make investments or enter into transactions directly or indirectly through subsidiaries, intermediate funds, and/or special purpose vehicles, and, although the Clients will bear all costs associated with such entities, the use of such entities may be designed, in whole or in part, to maximize tax efficiencies with respect to the Incentive Allocation or Fees. Special Investments Certain other conflicts of interest may arise as a result of the terms of the Fund relating to special investments, particularly because unrealized appreciation and depreciation in special investments is not included in calculating the Incentive Allocation and amounts allocated to a special investment account. We have adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple accounts, including accounts with multiple fee arrangements, the allocation of investment opportunities and expenses. The Firm will generally allocate such expenses pro rata based upon the respective net asset values of such applicable Clients or respective size of investment by such applicable Clients in an underlying investment, as applicable. Notwithstanding the foregoing, the Firm may make non-pro rata allocations as it determines in its good faith discretion, fairly and equitably.

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As stated in Item 4 above, Vestal Point provides discretionary investment advisory services to domestic and offshore Funds and the Account. Vestal Point Partners GP, LLC serves as the Fund General Partner to the Funds and is affiliated with Vestal Point. Vestal Point has selected the directors for the Offshore Fund. Although these arrangements give Vestal Point heightened control and discretion over the Funds, Vestal Point seeks to manage any conflicts of interest by adhering to the investment strategy and investment allocation policy discussed in the Governing Documents. Neither we nor our management persons are registered as broker-dealers, or have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. Neither we nor our management persons are registered as or have any application to register as a futures commission merchants, commodity trading advisor, or an associated person of -46DM_US 600580726-4.145893.0005

the foregoing entities. Vestal Point meets the definition of an exempt Commodity Pool Operator. The Firm files for CFTC Rule 4.13(a)(3) exemptions for each of the Funds. Vestal Point does not recommend or select other investment advisers for its Clients.

Code of Ethics Vestal Point has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles: • •

• • •

Employees must at all times place the interests of the Clients and Investors first. Employees must ensure that all investment transactions (including personal trading transactions) must be conducted consistent with this Code, and in such a manner as to avoid any actual or perceived conflict of interest, or any abuse of an employee’s position of trust and responsibility. Employees must not misrepresent the Firm or their role within the Firm. Employees should not take inappropriate advantage of their position at Vestal Point. Employees must comply with all applicable federal securities laws.

Our Code of Ethics also requires employees to obtain pre-approval from the Chief Compliance Officer before engaging in any outside business activities or making any private investments. The Firm’s Code of Ethics also contains policies and procedures regarding gifts and entertainment with business associates and political contributions. We will provide a copy of our Code of Ethics to our Clients and Investors, or any prospective Client or Investor, upon request. Personal Trading and Transactions The Code of Ethics places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to Vestal Point on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, the Firm’s employees may not engage in personal securities trading in the healthcare sector and may only dispose of such securities held in their respective personal trading accounts. Any such disposition of securities must be pre-cleared by the CCO. However, related persons may purchase and sell mutual funds and broad-based exchange-traded funds (“ETFs”). Some Clients may invest in the same or similar mutual funds and ETFs. Employees are prohibited from participating in Initial Public Offerings (“IPOs”) or Initial Coin Offerings (“ICOs”). Employees are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. -47DM_US 600580726-4.145893.0005

Investments by the Principal and Employees of the Firm in the Fund and Other Accounts The Principal will, and employees of Vestal Point may, personally invest, directly and/or indirectly, in the Funds. Such Investors may be in possession of information relating to the Fund that is not available to other Investors and prospective Investors. The Principal and employees of the Firm are not required to keep any minimum investment in the Fund or the Offshore Fund and may invest in other accounts. It is expected that, if such investments are made, the size and nature of these investments will change over time without notice to Investors. Investments by the Principal and employees of the Firm in the Funds and/or other accounts could incentivize the Principal and employees of Vestal Point to increase or decrease the risk profile of the Funds. Cross Trades Vestal Point, from time to time, may determine that it would be in the best interests of the Clients to transfer a security from one Client to another (each such transfer, a “Cross Trade”) for a variety of reasons, including tax purposes, liquidity purposes, to rebalance the portfolios of the Clients, or to reduce transaction costs that may arise in an open market transaction. If the Firm decides to engage in a Cross Trade, we will determine that the trade is in the best interests of both of the Client’s accounts involved and take steps to ensure that the transaction is consistent with the Firm’s duty to seek best execution for each of those Client’s accounts. The Firm generally intends to execute Cross Trades, if at all, with the assistance of a brokerdealer that executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between two Client accounts may occur as an “internal cross,” where the Firm instructs the custodian for the Client accounts to book the transaction at the price determined in accordance with the valuation policy. If Vestal Point effects an internal cross, we will not receive any fee in connection with the completion of the transaction. Principal Transactions To the extent that Cross Trades are principal transactions (as such term is used under the Investment Advisers Act of 1940, as amended (the “Advisers Act”)) due to the ownership interest in a Client account by the Fund General Partner, the Firm or its personnel, the Fund General Partner and the Firm will comply with the requirements of Section 206(3) of the Advisers Act. In no event will any such transaction be entered into unless it complies with applicable law. Conflicts of interest likely could arise from the fact that the Firm, the General Partner and their affiliates currently, and may in the future, provide investment management services to the Funds and Account. Vestal Point currently manages the Funds and the Account. The Clients could have investment objectives, programs, strategies and positions that are similar to those of the Master Fund, although certain Clients may pursue investments that conflict or compete with, or are adverse to, the Master Fund. These activities could affect the prices and availability of securities in which the Master Fund invest. Even where Clients have similar investment objectives or strategies, the Firm could provide different advice or take different actions for different Clients, including the Master Fund. -48DM_US 600580726-4.145893.0005

These differences could relate to, among other things, variations in investment strategy, financing arrangements, regulatory considerations, tax treatment, restrictions or other factors the Firm considers relevant. As a result, the Clients could hold different positions, engage in different transactions and experience different investment performance. Conflicts of interest could also arise when the Firm makes decisions for the Master Fund in circumstances where the interests of Vestal Point or other Clients differ from those of the Master Fund. Vestal Point seeks to allocate investment opportunities among Clients in a manner it believes is fair and equitable over time, taking into account each Client’s investment objectives and other relevant factors, risks and limitations described in each Client’s Governing Documents. Generally, Vestal Point aims to manage the Master Fund and Account on a pari passu basis, other than with respect to Special Investments. However, the Firm is not obligated to recommend or effect a transaction for any Client solely because it recommends or effects the same or a similar transaction for another Client, if it determines that such transaction is not appropriate or suitable for that Client.

Factors Considered in Selecting Broker-Dealers Vestal Point 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 Clients will be 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 the Firm and/or certain Accounts, but not beneficial to all Accounts. Subject to the Firm’s duty to seek best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loans, hold cash and short balances and provide other services, Vestal Point 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, and access to company management, deal flow and research. The Firm may receive consulting assistance services from its prime brokers, including consulting assistance with facilities management technology, design and build, real estate and third-party service providers, which services will be provided in complement to, and not in place of, the Firm’s independent professional advisors and service providers. The benefits provided to Vestal Point by receipt of such consulting assistance services may assist the Firm, either directly or indirectly, in the provision of efficient investment management services to Investors, but not necessarily to the Clients individually. Accordingly, the prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to Clients 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. The Firm need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Firm nor the Clients separately compensates any broker or dealer for any of these other services. -49DM_US 600580726-4.145893.0005

Vestal Point maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. Soft Dollars From time to time, Vestal Point may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting Client 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. The Firm 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). We believe it is important to our investment decision-making processes to have access to independent research. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by the Clients may be used by the Firm to service one or more Other Accounts, including Accounts that may not have paid for the soft dollar benefits. The Firm 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 the Firm (i.e., a “mixed use” item), the Firm will make a good faith allocation of the cost that 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 Vestal Point’s allocation of the costs of such benefits and services between those that primarily benefit the Firm and those that primarily benefit the Accounts. When Vestal Point uses brokerage commissions (or markups or markdowns) generated by any Accounts to obtain research or other products or services, the Firm receives a benefit because it does not have to produce or pay for such products or services. While the Firm is obligated to seek best execution for each Account, the fact that we can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer based on the Firm’s interests, to the exclusion of another broker-dealer that offers business terms that are also favorable to one or more Clients. Vestal Point will consider on a periodic basis 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 Clients 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 the Firm 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. Brokerage for Client Referrals Neither the Firm nor any related person receives client referrals from any broker-dealer or third party. However, from time to time, brokers may assist the Master Fund in raising additional funds from Investors. Additionally, brokers may provide capital introduction and -50DM_US 600580726-4.145893.0005

marketing assistance services, and representatives of the Firm may speak at conferences and programs sponsored by the brokers, for investors interested in investing in private investment funds. Through such events, prospective investors in the Fund may encounter representatives of the Firm. Brokers may also provide other services, including consulting services relating to technology and office space. Although neither the Firm nor the Master Fund compensates brokers for such assistance, events or services, or for any investments ultimately made by prospective investors attending such events, such activities may influence the Firm in deciding whether to use such broker in connection with brokerage, financing and other activities of the Master Fund. Subject to its obligation to seek best execution, the Firm may consider referrals of investors to the Fund in determining its selection of brokers. However, the Firm will not commit to an investor or a broker to allocate a particular amount of brokerage in any such situation. Directed Brokerage The Firm does not recommend, request or require that a Client direct the Firm to execute transactions through a specified broker-dealer. Trade Aggregation If Vestal Point determines that the purchase or sale of a security is appropriate with regard to the Clients, the Firm could, but is not obligated to, purchase or sell such a security on behalf of such Clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client generally will receive the average price, with transaction costs generally allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by the Firm. In the event of a partial fill, allocations may be modified on a basis that the Firm deems to be appropriate, including, for example, to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by us. As a result, certain trades in the same security for one Client (including a Client account in which the Firm and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another Client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. Trade Errors Trade errors involving transactions in any account directly or indirectly held by the Clients or any derivatives contract or other similar agreement of a Client and/or any trading vehicle (each, a “Trade Error”) may occur. Trade Errors include: (i) the placement of orders (either purchases or sales) in excess of, or less than, the amount of securities the account intended to trade; (ii) the sale of a security when it should have been purchased; (iii) the purchase of a security when it should have been sold; (iv) the purchase or sale of the wrong security; and (v) 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. The Firm will use commercially reasonable efforts to detect such errors prior to settlement and promptly correct them. To the extent that an error -51DM_US 600580726-4.145893.0005

is caused by a counterparty, such as a broker-dealer, we will use commercially reasonable efforts to recover any losses associated with such error from the counterparty. Delays in recovery may mean that Investors who were Investors at the time of loss, but who have redeemed prior to recovery do not participate in any amounts recovered. Any amounts recovered will be for the benefit of Investors at the time of recovery. Pursuant to the exculpation and indemnification provided by the Master Fund to the Firm and its affiliates and personnel, the Firm and its affiliates and personnel generally will not be liable to the Master Fund for any act or omission, absent a violation of the standard of care described above under “Liability, Exculpation and Indemnification” of such person, and the Master Fund generally will 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 a violation of such standard of care by such person. As a result of these provisions, the Master Fund and Account (and not the Firm) 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 a violation of such standard of care by the relevant person. The Firm will not offset any such gains and losses resulting from Trade Errors and other errors unless the Firm determines that the underlying transactions constitute a single transaction or closely related series of transactions. The Firm will reimburse the Master Fund for losses for which the Firm is responsible under the exculpation provisions. Given the potentially large volume of transactions executed by the Firm on behalf of the Clients, investors should assume that Trade Errors and other errors will occur and that, to the extent permitted by applicable law and under the Governing Documents, the Clients will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the Firm or its affiliates or personnel.

We do not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person of the Firm for Client referrals.

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There are no legal or disciplinary events that are material to an evaluation of our advisory business or the integrity of our management.

Frequency and Nature of Review of Client Accounts Our Portfolio Manager and investment professionals periodically monitor and analyze the transactions, positions, and investment levels of the Clients to ensure that they conform with the investment objectives and guidelines that are stated in the applicable Governing Documents. In these reviews, which are performed on an ongoing basis, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting Investors will generally be provided with the following financial reports: unaudited monthly estimates, including unaudited investor statements, audited annual financial statements and, if applicable, necessary U.S. federal tax information. Vestal Point intends to provide Investors these reports within an industry standard timeline for each respective item. Please see each Client’s Governing Documents for details on reporting.

We are deemed to have custody of the Funds’ securities and funds because we have the authority to obtain funds or securities, for example, by deducting advisory fees from a Fund's account or otherwise withdrawing funds from a Fund's account. Account statements related to the Funds are sent by qualified custodians to Vestal Point. Account statements related to any Account will be sent by the qualified custodian directly to the Account owner on at least a quarterly basis. Account owners are encouraged to carefully review those statements. With respect to our Funds, we are subject to Rule 206(4)-2 (the “Custody Rule”) of the Advisers Act. However, we are not required to comply (or are deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because we comply with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

We have full discretionary investment authority with respect to the Clients, including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities. The Firm entered into an Advisory Agreement, or similar agreement, with each Fund and the beneficial owner of the Account, pursuant to which Vestal Point was granted discretionary trading authority. Our investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its Governing Documents. Similarly, our investment decisions and advice with respect to the Account are subject to such Account’s investment objectives and guidelines, as set forth in the Account’s Advisory Agreement, as well as any written instructions provided by the Account owner to us.

In compliance with Rule 206(4)-6 of the Advisers Act (the “Proxy Voting Rule”), we have adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Client’s best interests and is in line with the Client’s investment objectives. We have engaged ISS as our proxy advisory and processing agent. The Firm uses ISS’s implied consent service feature whereby our ballots are executed on our behalf as the ISS research and vote recommendations are completed. However, Vestal Point retains the ability to override the vote if we disagree with ISS’s recommendations. In addition to ISS, the Firm also relies on its prime brokers for corporate action notifications.

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If the Firm disagrees with the recommendation of ISS’s implied consent process, we may determine whether and how to vote corporate actions and proxies on a case-by-case basis. We may take into account all relevant factors, as determined by us in our discretion, including, without limitation: • • • •

the impact on the value of the securities or instruments owned by the relevant Client and the returns on those securities; the anticipated associated costs and benefits; the continued or increased availability of portfolio information; and industry and business practices.

In limited circumstances, we may refrain from voting Proxies where we believe that voting would be inappropriate, taking into consideration the cost of voting the Proxies and the anticipated benefit to our Clients. Generally, Clients may not direct our vote in a particular solicitation. Conflicts of interest may arise between the interests of the Clients, on the one hand, and Vestal Point or its affiliates, on the other hand. If Vestal Point determines that it may have, or is perceived to have, a conflict of interest when voting Proxies, Vestal Point will vote in accordance with its proxy voting policies and procedures and may retain the services of a proxy advisory firm to assist with its voting decision. Investors can request the Firm’s proxy voting policy, a record of its votes as well as contact the Firm with questions about any proxies received by the Funds or Account by contacting the Firm at the address listed on the first page of this Brochure or by contacting the Chief Compliance Officer.

We are not required to include a balance sheet for our most recent fiscal year, are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients and have not been the subject of a bankruptcy petition at any time during the past ten years.

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