JW Asset Management, LLC: investment adviser

JW Asset also provides investment management services to Insight Wellness Fund, LLC, which is managed by an unaffiliated managing member (not JW GP) and, except as noted or as the context otherwise requires, is also deemed a “Fund” for purposes of this brochure. Mr. Wild is responsible for all of the Funds’ investment decisions on behalf of JW Asset. Mr. Wild has over 25 years of experience as a portfolio manager and a fund manager. Over the course of his career he has focused on the healthcare industry including specialty pharmaceuticals, generic drugs, and cannabis. He is the executive chairman of TerrAscend Corp. (“TerrAscend”) and serves as a member of the board of Vitruvias Therapeutics, Inc. (“Vitruvias”), Allumia, Inc. (“Allumia”) and Tyson 2.0 Inc. (“Tyson”). Prior to the launch of JW Partners, LP in 1998, Mr. Wild was a practicing pharmacist. He graduated from Long Island University in 1996 with a Bachelor of Science in Pharmacy. Please see Item 8 herein for a brief discussion of JW Asset’s investment strategies (collectively, the “Strategies”). The Strategies generally focus on healthcare, consumer and retail sectors and are tailored to each specific Fund. Important information regarding an investment in a Fund, including the specific investment strategies and policies, fees and expenses, risk factors and other material terms, are set forth in each Fund’s Offering Documents. As of December 31, 2025 JW Asset’s discretionary regulatory assets under management were approximately $477 million.

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and current Internal Revenue Service (“IRS”) regulations prohibit fee payments to oneself and/or an affiliate from one's IRA or other self-directed retirement account. Accordingly, such an account of an officer of the General Partner or his or her spouse will be deemed to be a Related Partner and will not be subject to management fees or Performance Profit (as defined below) allocations. Except as otherwise provided in the relevant Fund’s Offering Documents, JW Asset and/or the General Partner (as applicable) shall bear and pay (without reimbursement by the relevant Fund) all reasonable and normal overhead expenses incurred in the operation of its business, including, among other things, office expenses, rent, employee salaries, telephone, postage and clerical costs (but not accounting, legal or other professional service costs). The respective Fund will pay or reimburse JW Asset and/or the General Partner (as applicable) for all other costs and expenses incurred by or on behalf of the respective Fund or for its benefit, including, without limitation, all costs and expenses associated with the organization of the Fund, all respective Fund trading costs and expenses (such as, for example, expenses related to short sales, option premiums, brokerage commissions and fees, clearing and settlement charges, custodial fees and expenses and service fees, securities transaction costs and research costs), taxes, all interest on Fund borrowings (on margin or otherwise), all accounting and legal fees, as well as extraordinary or nonrecurring expenses (such as litigation expenses), which expenses may be paid directly by the respective Fund or reimbursed to JW Asset and/or the General Partner (as applicable).

All such fees and expenses and other important information regarding an investment in a Fund, are more fully set forth in each Fund’s Offering Documents. Clients (i.e., Funds) may terminate JW Asset’s investment management services in accordance with the terms of their agreements with JW Asset. Withdrawals or redemptions by investors in a Fund are subject to the terms described in the applicable Fund’s Offering Documents. Upon termination of any Client account, or a withdrawal or redemption made by an investor in a Fund, any prepaid, unearned fees will be promptly refunded and any earned, unpaid fees will be due and payable. JW Asset deducts its management fee from the Funds’ assets (other than Insight Wellness). See Item 12 which describes the factors that JW Asset considers in selecting broker-dealers for Client transactions and determining the reasonableness of their compensation (e.g., commissions).

In the event that an investor withdraws, is required to withdraw or makes a substantial withdrawal from a Fund at any time other than at the end of a fiscal year, a Performance Profit allocation is made from that investor's account at the time of its withdrawal or substantial withdrawal as though it were being made at the end of a fiscal year. Performance Profit allocations do not apply to Related Partners except as directed by the General Partner. The General Partner of the Funds and/or JW Asset may be subject to conflicts of interest with respect to the Funds. JW Asset currently manages and makes investment decisions for several Funds with similar investment objectives and policies. The Funds, therefore, may compete with each other with respect to investment transactions. Furthermore, one or more of the Funds currently invests in private entities and/or start-ups in which JW Asset, its principals and/or

affiliates are also invested and which are partially or wholly controlled by JW Asset, its principals and/or affiliates. Certain Funds may have higher Performance Profit allocations than other Funds. Such arrangements may create an incentive for JW Asset to favor those accounts with a higher Performance Profit allocation over other accounts with a lower (or no) Performance Profit allocation in the allocation of investment opportunities. JW Asset has designed and implemented policies and procedures to prevent these potential conflicts from influencing the allocation of investment opportunities among Clients. See also Item 8. All fees and expenses and other important information regarding an investment in a Fund, are more fully set forth in each Fund’s Offering Documents.

extensive, bottom-up, due diligence of companies;

daily news surveillance and evaluation of all positions;

frequent management interaction in and onsite company visits when productive;

together with trusted partners, evaluation of clinical data and regulatory developments and analysis of therapeutic products and pricing power;

attendance at industry meetings and conferences throughout the year;

review of SEC and FDA filings as they become public;

analysis and review of portfolio companies, relying heavily on Mr. Wild’s background having previously worked as a pharmacist and 25+ years as a dedicated healthcare portfolio manager;

concentrated portfolios of best ideas with top 10 positions usually accounting for over 50% of the portfolio (initial positions usually kept below 15% of the public equity portfolio);

mitigated risk with respect to regulatory, political, and potential patent litigation whenever possible;

event driven trading, covered calls and strategic short positions to reduce overall volatility when opportunities present themselves.

Investment Strategies JW Asset’s Strategies are described briefly below: JW Partners, LP (“JW Partners”) The investment objective of JW Partners is to seek capital appreciation by investing primarily, but not exclusively, in growth companies in the healthcare (including companies which operate in the medical and adult-use cannabis markets), consumer and retail sectors. JW Partners invests in both public and private companies without restrictions or limits on the percentage allocations to specific investments. JW Asset seeks to capitalize on the absence of research coverage for many small and mid-sized companies by conducting its own proprietary investment research. The investment policies of JW Partners are based upon the belief that significant profit can be realized from a sophisticated and aggressive investment strategy, often independent of general market factors. JW Partners has had and intends to continue to have a relatively concentrated portfolio by focusing its investment activities on a relatively small number and limited variety of companies, with the expectation that such a concentrated investment strategy may lead to greater returns. JW Partners has made substantial investments in companies in the business of cultivating and selling medical and adult-use cannabis, such as TerrAscend. JW Partners is not limited to investing in any specific sector and may, within the limits established from time to time by JW Asset, pursue other investment opportunities as JW Asset may, in its sole discretion, determine. JW Asset will generally effect portfolio transactions for JW Partners without regard to holding periods and, as a result, the Fund’s portfolio turnover may be high. JW Partners may, from time to time, utilize certain investment techniques, including hedging, short-selling, margining its positions in the securities markets, securities lending, leveraging techniques, and other securities investment strategies. In certain other situations, JW Partners also may purchase or sell put or call options in connection with its positions in securities. JW Partners will invest, hold, sell, trade (on margin or otherwise), and otherwise deal in public and private securities and other intangible investment instruments. Investment instruments utilized may include publicly traded stocks, bonds, notes, options, warrants, rights, derivatives and other securities and instruments. JW Partners also may trade in publicly traded and over the counter options and invest in debt instruments.

JW Opportunities Fund, LLC (“JW Opportunities Fund”) The investment objective of JW Opportunities Fund is to seek capital appreciation by investing primarily, but not exclusively, in growth companies in the healthcare (including companies which operate in the medical and adult-use cannabis markets), consumer and retail sectors. JW Opportunities Fund invests in both public and private companies without restrictions or limits on the percentage allocations to specific investments. JW Asset seeks to capitalize on the absence of research coverage for many small and mid-sized companies by conducting its own proprietary investment research. The investment policies of JW Opportunities Fund are based upon the belief that significant profit can be realized from a sophisticated and aggressive investment strategy, often independent of general market factors. JW Opportunities Fund has had and intends to continue to have a relatively concentrated portfolio by focusing its investment activities on a relatively small number and variety of companies, with the expectation that such a concentrated investment strategy may lead to greater returns. JW Opportunities Fund has made substantial investments in companies in the business of cultivating and selling medical and adult-use cannabis, such as TerrAscend. JW Opportunities Fund is not limited to investing in any specific sector and may, within the limits established from time to time by JW Asset, pursue other investment opportunities as JW Asset may, in its sole discretion, determine. JW Opportunities Fund may trade, buy, sell (including sell short), and otherwise acquire, hold, dispose of (using margin and other forms of leverage) and deal in financial instruments and other rights and interests including, without limitation, listed and unlisted, registered and unregistered securities of various U.S. and international issuers, including, but not limited to, equity and equity-related securities (e.g., common stock, preferred stock, stock warrants and rights, convertible securities, “new issues” and indices related to any of the foregoing), exchange-traded funds, and other derivative instruments, currencies, interest rates, notes, bonds, warrants, debt instruments and other fixed income securities (corporate, derivative and governmental, rated and unrated, interestonly and principal-only), listed and over-the-counter derivative instruments (including credit derivatives) on all of the above instruments, rights to acquire the same of public and private issuers throughout the world, and such other instruments or interests as JW Asset deems appropriate. JW Asset will generally effect portfolio transactions for the Fund without regard to holding periods; as a result, at times the Fund’s portfolio turnover rate may be high.

JW Opportunities Fund may, from time to time, utilize certain investment techniques, including hedging, short-selling, margining its positions in the securities markets, securities lending, leveraging techniques, and other securities investment strategies. In certain other situations, the Fund also may purchase or sell put or call options in connection with its positions in securities. JW Growth Fund, LLC (“JW Growth”) The investment objective of JW Growth is to seek capital appreciation by investing in the growth opportunity presented by the expansion of the legalization of medical and adult-use cannabis. In pursuing this investment objective, JW Asset uses fundamental analysis to select investments in equity and debt securities of companies in the cannabis industry, but may opportunistically invest in other financial instruments. JW Growth invests in both public and private companies without restrictions or limits on the percentage allocations to specific investments. JW Asset implements its own investment process, which includes generating ideas, sourcing deals, conducting proprietary investment research, considering investment structures, optimizing portfolio management without compromising effective risk management measures, and consistently monitoring and re-evaluating investments. JW Asset seeks to invest JW Growth’s portfolio vertically across the following cannabis subsectors: dispensaries/retail, cultivation/production, AgTech, compliance/testing, banking, and pharmaceuticals, or as otherwise provided in JW Growth’s private placement memorandum. The primary geographic focus of JW Growth’s investments is North America (U.S. and Canada) but as the growth of the legal cannabis industry continues, JW Asset may invest opportunistically across the expanded accessible market. The investment policies of JW Growth are based upon the belief that significant profit can be realized from a sophisticated and aggressive investment strategy, often independent of general market factors. JW Asset seeks a long-term investment approach for the Fund, based on an event-driven trading strategy. JW Growth has and intends to continue to have a relatively concentrated portfolio by focusing its investment activities on a relatively small number and variety of companies, a significant portion of which may be privately-held entities, with the expectation that such a concentrated investment strategy may lead to greater returns. JW Asset generally intends to target investments of twenty (20) to thirty (30) long positions and up to five (5) short positions at any

one time. Notwithstanding the foregoing, the numbers and techniques described in this paragraph are guidelines only and in no way restrict JW Asset from exceeding such guidelines and numbers or employing other guidelines, as it deems appropriate, in its sole discretion, particularly when JW Asset believes it would be in the best interests of JW Growth to take advantage of specific opportunities. The assets of JW Growth may be invested and traded in a broad variety of securities and other instruments, whether traded on exchanges, over-the counter or negotiated on electronic markets. JW Growth will invest primarily in Canadian and other North American equity and debt securities, whether long or short, however, investments may include global securities and take a broad variety of forms. JW Growth may trade, buy, sell (including sell short), and otherwise acquire, hold, dispose of (using margin and other forms of leverage) and deal in financial instruments and other rights and interests including, without limitation, listed and unlisted, registered and unregistered securities of various U.S. and international issuers, including, but not limited to, equity and equity-related securities (e.g., common stock, preferred stock, stock warrants and rights, convertible securities, “new issues” and indices related to any of the foregoing), exchange traded funds, and other derivative instruments, currencies, interest rates, notes, bonds, warrants, debt instruments and other fixed income securities (corporate, derivative and governmental, rated and unrated, interest-only and principal-only), listed and over-the-counter derivative instruments (including credit derivatives) on all of the above instruments, rights to acquire the same of public and private issuers throughout the world, and such other instruments or interests as JW Asset deems appropriate. JW Asset will generally effect portfolio transactions for JW Growth without regard to holding periods; as a result, at times the Fund’s portfolio turnover rate may be high. JW Growth may, from time to time, utilize certain investment techniques, including hedging, short-selling, margining its positions in the securities markets, securities lending, leveraging techniques, and other securities investment strategies. In certain other situations, the Fund also may purchase or sell put or call options in connection with its positions in securities.

Insight Wellness Fund, LLC (“Insight Wellness Fund”) The investment objective of Insight Wellness Fund is to seek capital appreciation by investing in the substantial growth opportunity presented by the expansion of the legalization of medicinal and/or adult-use cannabis. In pursuing this investment objective, JW Asset uses fundamental analysis to select investments in equity and debt securities of companies in the cannabis industry, but may opportunistically invest in other financial instruments. The Fund will invest in both public and private companies without restrictions or limits on the percentage allocations to specific investments. JW Asset implements its own investment process, which includes generating ideas, sourcing deals, conducting proprietary investment research, considering

ideal

investment

structures,

optimizing

portfolio

management

without

compromising effective risk management measures, and consistently monitoring and reevaluating investments. The Insight Wellness Fund intends to have a relatively concentrated portfolio by focusing its investments on a relatively small number and variety of companies, a significant portion of which may be privately-held entities, with the goal that such a concentrated investment strategy may lead to greater returns.

Risks of Loss An investment in any of the Funds should be viewed as a speculative investment. None of the Funds is intended as a complete investment program. Each of the Funds is designed only for sophisticated investors who have adequate means of providing for their needs and contingencies without relying on distributions or withdrawals from their Fund accounts, who are financially able to maintain their investment and who can afford a loss of all or a substantial portion of their investment. There can be no assurance that the investment objectives or the strategies described above and more fully in the respective Fund Offering Documents will be achieved or will be successful. Investing in securities involves risk of loss that an investor in a Fund should be prepared to bear. The general risks of investment are set forth below, as well as those specific to one or more of the Funds. These risk factors do not purport to be a complete list or explanation of the risks involved in each Fund. The Offering Documents applicable to a Fund include a more detailed discussion of the material risks and the investment strategy for that Fund and should be read in conjunction with the risk factors identified below. Illiquidity. Securities in which a Fund invests may include positions for which there is no active trading market or which are only thinly traded or traded over-the-counter. A Fund may purchase unregistered securities and/or restricted securities, such as trade claims, for which there is no active trading market. Further, a Fund may receive unregistered and/or registered securities in exchange for securities that it acquired before the reorganization of the relevant issuer. For these and other reasons, a Fund's portfolio of securities may be illiquid. General Economic and Market Conditions. The success of a Fund’s activities will be affected by changes in general economic and market conditions, including, for example, interest rates, inflation rates, availability of credit, industry conditions, competition, technological developments, political and diplomatic events and trends, economic uncertainty, changes in laws (including laws relating to taxation of a Fund's investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). None of these conditions will be within the control of JW Asset. These factors may affect the level and volatility of the prices of securities or other financial instruments and the liquidity of a Fund’s investments. Volatility or illiquidity could impair a Fund’s profitability or result in losses. A Fund may maintain substantial trading

positions that can be adversely affected by the level of volatility in the financial markets; the larger the positions, the greater the potential for loss. The economies of non-U.S. countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource selfsufficiency and balance of payments position. Further, certain non-U.S. economies are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain non-U.S. countries may be based, predominantly, on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation. Sector Risk; Lack of Diversification. Since a Fund’s portfolio will generally be concentrated in the healthcare sector with a focus on the pharmaceutical and cannabis industries and may concentrate its assets in a relatively small number of positions and companies, it will be less diversified than funds investing in a broader range of industries and a greater number of companies and, therefore, could experience greater volatility than more diversified funds. Many healthcare companies are relatively small and have thinly traded equity securities, may not offer products or offer a single product, may have persistent losses during a new product’s transition from development to production or may experience erratic revenue patterns. In addition, the prices of the securities of healthcare companies may fluctuate widely due to patent considerations, intense competition, rapid technological change, obsolescence, and regulatory requirements of the U.S. Food and Drug Administration (the “FDA”), the Environmental Protection Agency, state and local governments and foreign regulatory authorities. Risks Relating to Markets. As the securities and options in which the Funds invest are traded on exchanges or over-the-counter, the value of such investments and the risks associated therewith vary in response to events that affect such markets which are beyond the control of the Funds and JW Asset. Leverage. A Fund may employ leverage. The degree of leverage that a Fund may utilize is generally not limited to any predetermined level. A Fund may implement leverage in any manner deemed appropriate by the Investment Manager, including by borrowing to buy securities and currencies or by entering into reverse repurchase agreements and derivative transactions that have the effect of leveraging the Fund’s investments. The amount of leverage

varies and at times may be substantial. To the extent that a Fund purchases securities and currencies with borrowed funds, its net assets will tend to increase or decrease at a greater rate than would be the case if borrowed funds were not used. If the interest expense on borrowings were to exceed the net return on the assets purchased with the borrowed funds, a Fund’s use of leverage would result in a lower rate of return than if the Fund’s investments were not leveraged. In the event a Fund obtains a credit facility, JW Asset’s investment discretion may be subject to certain limitations prior to and/or following an event of default. For example, pursuant to the terms of the credit facility, the Fund’s trading may have to abide by certain formulas, or the Fund may have to obtain the lender’s consent to engage in some or all transactions while the credit facility is outstanding. After the occurrence of an event of default (whether because of nonpayment or otherwise), it is likely that, among other consequences, the lender would be entitled to assume total control of the Fund’s assets and/or trading activities and no distributions would thereafter be made or redemptions effected without the lender’s consent. Start-Up Entities. A Fund may invest in start-up entities and may provide all or a portion of such entities’ initial capital. Start-up entities inherently have limited or no operating histories, and as such it may be difficult for the Investment Manager to evaluate the viability and/or potential prospects of any start-up entity in which a Fund invests. Investments in start-up entities involve a high degree of business and financial risk and can result in substantial losses. In the event a start-up entity in which a Fund invests is co-owned and/or controlled by principals of the Investment Manager, these risks may be enhanced, since the Investment Manager may have an incentive to make and/or maintain such investments even if they do not provide anticipated returns. There will not be any independent oversight with respect to these investments (or any investments). There is no guarantee that any of the start-up entities in which a Fund invests will be profitable. Cannabis Companies. While JW Asset limits the Funds’ cannabis and cannabis-related investments to those in companies that it considers to be best-in-class, with sophisticated and high-quality manufacturing and products, the legal cannabis industry is a very young, fastevolving industry with enormous exposure to regulation and regulatory changes. Certain of the Funds have made substantial investments in companies in the cannabis industry that have their origin in Canada, where cannabis for both adult-use and medical purposes has been legalized

nationally. Certain of those companies have expanded their operations to the United States and elsewhere, which involves an expanded set of risks. Regulation of Cannabis in the United States. As of the date of this brochure, substances contained

in

and

derived

from

the

cannabis

plant

(specifically,

the

substances

“tetrahydrocannabinols” (“THC”) and (“marijuana extract”) are classified as Schedule I controlled substances under the U.S. Controlled Substances Act of 1970, as amended (the “Controlled Substances Act”) and are therefore illegal under federal law for any purpose. Even in those states in which the use of cannabis has been legalized, its use remains a violation of federal law, with state and federal laws regarding cannabis often conflicting. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely cause significant financial harm to the cannabis businesses in which a Fund invests and the ability of the Fund to pursue its cannabis investment strategy. At the state level and local levels there is a bewildering patchwork of often conflicting and differing state and local laws and regulations pertaining to cannabis and cannabis-related products. As of the date of this brochure, numerous U.S. states and territories have passed laws for one or more of the following:

allowing cannabis use for medicinal and/or personal consumption, including the use of cannabidiol (a non-psychoactive component of cannabis with minimal THC extract ("CBD");

fully or partially decriminalizing possession of cannabis or permitting or facilitating the process of having past cannabis convictions expunged, vacated, otherwise set aside or sealed from the public. As noted above, these state laws are in conflict with the federal Controlled Substances Act, which makes cannabis sale and possession illegal on a national level. Although cannabis remains a Schedule I controlled substance, the Rohrabacher-Farr amendment (also known as the Rohrabacher-Blumenauer amendment) prohibits the use of federal funds in connection with investigating and prosecuting persons and entities complying with state medical cannabis laws. The Rohrabacher-Farr amendment has been renewed annually for the last several years as part of the appropriations process in Congress. Any failure to renew the Rohrabacher-Farr amendment or an aggressive regulatory approach to cannabis by the U.S. Department of Justice could have a chilling effect on the industry’s growth and be materially adverse to the Funds and their respective cannabis portfolio investments. There can be no assurance that the federal

government will not enforce federal laws relating to cannabis in the future and, as a result, there are no assurances that investments held in the Funds’ portfolios will not subject the investors to arrest, criminal prosecution, civil penalties, criminal or civil forfeiture of personal assets, loss of federal benefits, or other criminal, civil, or administrative consequences. There is no guarantee that the current administration, or any future administration, would continue the prior administration’s policy regarding the low priority enforcement of federal laws. The current administration and/or a future administration in fact could decide to enforce these federal laws more strictly. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to the Funds. Investors should be aware that cannabis may never be legalized federally in the United States.

The legal cannabis industry in the U.S. is at an early stage of its development. Cannabis has been, and is expected to continue to be, a controlled substance for the foreseeable future. Consumer perceptions regarding legality, consumption, safety, efficacy and quality of cannabis are mixed and evolving. Consumer perception can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention and other publicity regarding the consumption of cannabis products. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the cannabis market or any particular product, or consistent with earlier publicly-available information. Future research, reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or public information could have a material adverse effect on the demand for cannabis and on the business, results of operations, financial condition and cash flows of the Funds’ respective cannabis portfolio investments, and in turn, of the Funds. Further, adverse publicity, reports or other media attention regarding cannabis in general, or associating the consumption of cannabis with illness or other negative effects or events, could have a material adverse effect on the Funds. As noted above, Investors should be aware that cannabis may never be legalized federally in the United States.

Conflicts of Interest. JW GP and/or JW Asset may be subject to significant conflicts of interest with respect to a Fund. For example, JW Asset currently manages and makes investment decisions for several Funds with similar investment objectives and policies. The Funds, therefore, may compete with each other with respect to investment transactions. Furthermore, one or more Funds currently invest in TerrAscend, private entities and/or start-ups in which JW Asset, its principals and/or affiliates are also invested and which are partially or wholly controlled by JW Asset, its principals and/or affiliates. As a result of the investment in and/or control of such entities by JW Asset, its principals and/or affiliates, JW Asset may have incentive to make and/or maintain such investments even if they are not performing well and there will not be any independent oversight with respect to such investments as set forth above. Reliance on JW GP, JW Asset, and Jason Wild. Certain management decisions with respect to the Funds are made by JW GP, although investment management responsibilities with respect to the Funds have been delegated by JW GP to the Investment Manager. In this respect, the Investment Manager has full discretionary authority to identify, structure, execute, administer, monitor and liquidate investments of the Funds. In exercising their authority, JW GP and the Investment Manager have no responsibility to consult with any investor in a Fund. Investors have no right or power to take part in the management of the Funds. Accordingly, no person should purchase an interest in a Fund unless such person is willing to entrust all aspects of the management of such Fund and the investment of its assets to JW GP and the Investment Manager, as applicable. For the foreseeable future, it is expected that Jason Wild will be the only person making investment decisions on behalf of the Investment Manager. As a result, the Funds’ potential for success is expected to be completely dependent on Mr. Wild’s abilities to manage the Funds’ respective investments, and the Funds would be severely adversely affected and will likely engage in orderly wind-down in the event the Investment Manager loses Mr. Wild’s services for any reason.

Participation on Boards, Creditor Committees and Other Advisory Committees. The Investment Manager anticipates that a Fund’s investment program will enable the Fund to place its representatives on the boards, creditor committees and/or other advisory committees of certain companies in which the Fund has invested. While such representation may enable the Investment Manager to be more involved and obtain greater transparency with respect to such companies and also enhance the sale value of the Fund’s investments therein, such

representation also may prevent the Fund from freely disposing of investments and may subject the Fund to additional liability. In addition, the Fund’s representatives who serve on such boards and/or committees have in the past and may in the future receive compensation from certain of these companies for their services. The receipt of such compensation creates a conflict of interest when the Investment Manager is making investment decisions concerning the companies in question. The Investment Manager has adopted compliance policies and procedures to identify such potential conflicts and, with active involvement of outside regulatory counsel, to take affirmative steps to mitigate any such potential conflict. Among other things, such policies and procedures require an employee of the Investment Manager to resign immediately from any representation that creates an actual conflict between the duties of the employee for the Investment Manager and the duties of the employee as a board representative for another company or entity. On behalf of each Fund, the Investment Manager will attempt to balance the advantages and disadvantages of such board, creditor committee or advisory committee representation when deciding whether and how to exercise a Fund’s rights with respect to such opportunities to participate in the management of such companies. The exercise of such rights on behalf of a Fund could produce adverse consequences in particular situations, including without limitation, increased risk of litigation. As discussed herein, Jason Wild is the Executive Chairman of TerrAscend as well as a large investor therein when taking into account the securities of TerrAscend held by entities under his control. Mr. Wild also serves on the boards of Vitruvias, Allumia and Tyson. Certain other personnel of the Investment Manager may also serve on the boards of portfolio companies held by one or more limited partnerships, limited liability companies and other investment vehicles, including entities for which JW Asset, JW GP and/or their respective affiliates serve as investment manager, director, general partner, managing member, or another capacity, and may in the future hold investments in portfolio companies for which personnel of the Investment Manager serve on the board. Investment Selection. If permitted, a Fund may engage in short sales, hedging, option trading, leverage and other strategies from time to time. A short sale will result in a gain if the price of the securities sold short declines between the date of the short sale and the date on which securities are purchased to replace those borrowed. A short sale will result in a loss if the price of the securities sold short increases. Any gain is decreased, and any loss is increased, by the amount of any payment, dividend or interest that the Fund may be required to pay with respect to the borrowed securities, offset (wholly or partly) by short interest credits. In a generally

rising market, the Fund's short positions may be more likely to result in losses because securities sold short may be more likely to increase in value. A short sale involves a finite opportunity for appreciation, but theoretically unlimited risk of loss. Hedging strategies in general are usually intended to limit or reduce investment risk, but can also be expected to limit or reduce the potential for profit. Depending on a Fund’s particular investment strategy, the Fund will invest in publicly traded and/or non-publicly traded securities including common stocks, preferred stocks, stock warrants and rights, bonds, debentures, convertible securities, and other debt obligations. It may also invest in interest bearing or interest rate sensitive marketable securities, forward contracts, currencies and other financial instruments and engage in short sales of securities. A Fund may invest on margin and may employ other leveraging strategies which can increase the profit potential of a securities portfolio but also increase the risk of loss and portfolio volatility. Margin trading requires the pledge of the Fund’s securities as collateral, and margin calls can result in the Fund being required to pledge additional collateral at the risk of being required to liquidate its securities holdings, which can result in the need to sell portfolio securities at substantial losses that would not otherwise be incurred. A Fund may lend securities to broker-dealers and other institutions as a means of earning additional income; such securities lending can be a significant source of revenue for a Fund. If the borrower becomes bankrupt or insolvent, the Fund could experience delays and costs in recovering its securities. To the extent that, in the meantime, the value of securities lent changes, a Fund could experience further losses. Security loans must be fully collateralized, and JW GP and/or JW Asset must be satisfied with the creditworthiness of the other party to the transaction.

A Fund may buy and sell options (including purchasing special expiration price options) to manage its exposure to changing interest rates, security prices and currency prices. Some options strategies, including buying puts and writing calls, hedge the Fund's investments against price fluctuations. Other strategies, including writing puts and buying calls, tend to increase market exposure. A Fund may invest in options based on any type of security or index related to its investments, including options traded on foreign exchanges and options not traded on exchanges. Options can be volatile investments involving a high degree of risk. If a Fund applies a hedge at an inappropriate time or judges market conditions incorrectly, options strategies may reduce the Fund's return. Options traded on foreign exchanges generally are not regulated by United States authorities and may offer less liquidity and less protection to the Fund if the

other party to the contract defaults. A Fund could also experience losses if the prices of option positions were to be poorly correlated with its other investments, or if it could not close its positions because of an illiquid secondary market. A Fund may also purchase put and call options on one or more baskets of securities of issuers in a particular industry or sector that JW Asset believes will increase or decrease in value generally as a group. Investing in securities of non-U.S companies, which are generally denominated in non-U.S. currencies, and in forward foreign currency exchange contracts, involves unusual risks not typically associated with investing in U.S. companies. These risks include, but are not limited to, less public information available regarding non-U.S. issuers, limited liquidity of non-U.S. securities and political risks associated with the countries in which non-U.S. securities are traded and/or in which non-U.S. issuers are located. A non-U.S. economy may differ favorably or unfavorably from the U.S. economy in, among other things, its growth of gross national product, rate of inflation, rate of savings and capital reinvestment, resource self-sufficiency and balance of payments positions. A Fund may invest in securities of non-U.S. governments (or agencies or subdivisions thereof), as to which some or all of the foregoing considerations may also apply. Any of such strategies that a Fund employs should be expected to increase a Fund's transaction costs, interest expense and other costs and expenses. No assurance can be given that short sales, hedging, leverage and other techniques and strategies will not result in material losses for the Fund. A Fund may have higher portfolio turnover than other investment funds. The brokerage commissions and other transaction costs incurred by a Fund will generally be higher than those incurred by a fund with a lower portfolio turnover rate. Investors in a Fund will have no opportunity to select or evaluate the investments or strategies of a Fund. All such investments and strategies are and will be selected by JW Asset or its delegees, if any. Absence of Regulatory Oversight. The offering of interests in the Funds has not been registered or qualified under U.S. securities laws, including the Securities Act, or the laws of any applicable jurisdiction. None of the Funds will register as an investment company under the Investment Company Act of 1940, as amended (the “Company Act”), in reliance upon the exclusion from the definition of an “investment company” provided by Section 3(c)(7) or 3(c)(1)

of the Company Act. Accordingly, investors do not have the benefit of all of the protections afforded by the Securities Act (which, among other things, requires specified disclosure in connection with the offering of securities) or the Company Act (which, among other things, would require that a fund’s board of directors, including a majority of disinterested directors, approve certain of its activities and contractual relationships, prohibit certain trading and investment activities, and prohibit such fund from engaging in certain transactions with its affiliates), nor have the Offering Documents of any Fund been reviewed or approved by any governmental or regulatory body. The Funds generally will maintain custody of their assets at brokerage firms that do not separately segregate such assets as would be required in the case of firms dealing with registered investment companies. Under the provisions of the Securities Investor Protection Act of 1970, as amended, the bankruptcy of any such brokerage firm may have a greater adverse effect on a Fund than would be the case if a Fund maintained its accounts in the manner required by the Company Act for registered investment companies. Return of Investments. If a Fund should become insolvent, the investors therein may be required to return with interest any distributions representing a return of capital, repay any distributions wrongfully made to them and forfeit any undistributed profits. Tax Aspects. The tax aspects of an investment in a Fund are complicated and each investor should have them reviewed by professional advisers familiar with such investor's personal tax situation and with the tax laws and regulations applicable to the investor and the relevant Fund. A Fund is not intended and should not be expected to provide any tax shelter, but is generally organized as a partnership to permit any distributions it might make to be made without being taxed as dividends. For a more detailed discussion of the income tax considerations associated with an investment in a Fund, see the discussions contained in the Offering Documents. Prospective investors are urged to consult their own tax advisers concerning the effect of federal, state and local taxes on an investment in a Fund. Special Situation Investments. From time to time, a Fund may invest its assets in privately offered or other securities, structured products, derivative transactions or any other financial instruments, assets or investments that JW Asset, in its sole discretion, determines (i) are difficult to value or liquidate, (ii) are subject to regulatory, contractual or other restrictions on disposition, (iii) may have current values that do not accurately, reasonably or fairly reflect intrinsic, true or potential value or (iv) would be in the interests of the investors to maintain their respective exposures to such securities, products, transactions, instruments, assets or investments in special situation sub-accounts (each such security, product, transaction, instrument, asset or investment held by an open-end Fund, a “Special Situation Investment”).

A Fund has and may invest a significant portion of its assets in one or more Special Situation Investments. Because of the absence of any trading market, or of the limited trading available, for Special Situation Investments, a Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Accordingly, a Fund’s ability to respond to market movements may be impaired, and a Fund may experience adverse price movements upon liquidation of its Special Situation Investments. Although these securities may sometimes be resold in privately negotiated transactions, the prices realized on such sales could be less than those originally paid by the Fund and less than the fair market value of the Special Situation Investments sold, as determined by the third party valuation agent retained by the Investment Manager to value them. Additionally, accurately valuing and realizing such investments, or closing out positions in such investments at appropriate prices, may not always be possible. Any investment in a Special Situation Investment by a Fund will be subject to the deduction of management fees and will be taken into account for purposes of determining the Performance Profits in the same manner as all other investments of the Fund, as described herein. An investor will not be able to withdraw any portion of its interest in a Fund participating in any Special Situation Investment prior to the Disposition of such Special Situation Investment, and therefore may have to retain its interest in such Special Situation Investment for years after it has otherwise entirely withdrawn from the Fund and irrespective of changes in its own or general economic conditions. In addition, JW GP, in its sole discretion, may allow investors who invest in a Fund after the date on which a Special Situation Investment was acquired or designated as such by the Investment Manager to participate in such Special Situation Investment, thereby diluting the interests of existing investors participating in such Special Situation Investment. Although Special Situation Investments may be valued annually (or more frequently) by a third party valuation agent retained by the Investment Manager, there can be no assurance that such valuations will reflect the true fair market values of the Fund’s Special Situation Investments at the time such additional investors invest in the Fund. Factual Statements, Projection, and Other Information. Certain of the factual statements made in this brochure are based upon information from various sources believed by JW Asset to be reliable. Neither JW GP nor JW Asset has independently verified any such information and shall have no liability for any inaccuracy or inadequacy thereof. Except to the extent that legal counsel has been engaged solely to advise as to matters of law, no other party (including legal counsel to a Fund and the General Partner) has been engaged to verify the accuracy or adequacy of any of the factual statements contained in this brochure. In particular, neither legal counsel

nor any other party has been engaged to verify any statements relating to the experience, track record, skills, contacts or other attributes of the members of the General Partner or to the anticipated future performance of a Fund. Any estimates or projections as to events that may occur in the future are based upon the best judgment of the General Partner and JW Asset. There is no guarantee that any of these estimates or projections will be achieved. Actual results will vary from the projections and such variations may be material. Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or future. The foregoing does not purport to be a complete explanation of the risks involved in trading securities or with respect to any investment strategy. Note: JW Asset may add, modify and/or remove Strategies at any time pursuant to the Offering Documents. Greater detail regarding JW Asset’s methods of analysis, investment strategies, and risk of loss may be found in each Fund’s Offering Documents.

Code of Ethics JW Asset strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust and, therefore, has adopted a code of ethics (“Code of Ethics”) which describes the general standards of conduct that it expects of all its employees and focuses on specific areas where employee conduct has the potential to adversely affect the Clients, namely: misuse of confidential information, personal securities trading and outside business activities. Failure of an employee to uphold the Code of Ethics may result in disciplinary sanctions, including termination of employment by JW Asset. All employees must acknowledge the terms of the Code of Ethics annually, or when amended. Any Client or prospective Client and any investor in a Fund may request a copy of the Code of Ethics. Under the Code of Ethics, JW Asset’s employees are permitted to maintain personal trading accounts provided that such accounts are disclosed to JW Asset and any personal trading by Employees must be consistent with applicable law and with the Code of Ethics. Employees may buy, sell or hold for their own personal trading accounts securities that JW Asset also buys, sells or holds for the Funds subject to compliance with applicable laws, rules and regulations, the Code of Ethics, pre-approval, and a determination that no conflict of interest exists. See also “Personal Securities Trading” below.

Misuse of Nonpublic Information JW Asset’s Code of Ethics also addresses misappropriation of material nonpublic or proprietary information (e.g., insider trading). JW Asset’s insider trading prohibitions (i) apply to all its employees, (ii) extend to activities within and outside their duties as employees of JW Asset, and (iii) apply to investment interest-related information that is internal to JW Asset.

Participation or Interest in Client Transactions JW Asset may invest Client assets in securities where one or more principals of JW Asset has a vested interest or serves as director for the issuer. This presents a potential conflict of interest because JW Asset may have an incentive to make and/or maintain such investments even if they are not performing well and there will not be any independent oversight with respect to such investments, as set forth in Item 8. However, such relationships and potential conflicts of interest are fully disclosed to Clients and investors. See also Items 4, 5 and 8 above. JW Asset does not cross trade among Client accounts and does not plan to do so. To the extent necessary in the future, JW Asset has the discretion, as permitted under applicable law, to effect client cross-transactions. JW Asset may also engage an independent representative to satisfy the disclosure and consent requirements of Section 206(3) of the Advisers Act with respect to transactions entered into by Clients.

Personal Securities Trading Subject to compliance with applicable laws, rules and regulations and the limitations set forth in its Code of Ethics, employees may buy, sell or hold for their own personal trading accounts securities, including the same securities as Client accounts. JW Asset has adopted personal trading policies and procedures, which prohibit employees from benefitting personally from the trading activities of JW Asset Clients, to prevent conflicts of interest with its Clients. JW Asset at times may maintain a restricted list of securities that it and its employees may not trade in order to avoid the misuse of material non-public information or confidential Client information. Also, though JW Asset and its employees may invest in or hold the same securities that it recommends or previously recommended for its clients, JW Asset has adopted a policy in its Compliance Manual restricting the ability of JW Asset or its employees to benefit from Client trades in those securities, including by providing a no-trade window before an anticipated or pending Client trade and after a Client trade. JW Asset’s chief compliance officer periodically reviews the personal accounts of its employees for compliance with these policies and procedures.

Outside Business Activities Employees are permitted to engage in limited outside business activities provided these activities are pre-cleared by the chief compliance officer (and, with respect to any outside

business activities of the chief compliance officer, pre-cleared by Mr. Wild) and more importantly, do not create an actual or potential conflict of interest due to the amount of time spent on such activities and the investment-related nature of certain activities. If any activities are deemed to be in conflict with the Clients, such conflicts will be fully disclosed.

In selecting brokers for execution of a Fund’s trades, the Investment Manager will consider the full range of brokerage services provided, which may include a broker’s execution, clearance and settlement capabilities; its capital strength, stability, responsibility, reputation and reliability; the reasonableness of the broker’s commission rates (and other transactional charges); the nature and frequency of the broker’s sales coverage; its responsiveness to the Investment Manager; the broker’s depth of available services, arbitrage operations, bond capability and option operations; the availability of stocks to borrow for short trades; the broker’s willingness to execute related or unrelated difficult transactions in the future; and the broker’s back office, processing and special execution capabilities, and error resolution capabilities. In addition, the Investment Manager may consider in selecting brokers the nature and character of the particular security or instrument being traded and the activity existing and expected in the markets, including the size of the trade, the markets on which it is purchased or sold, the desired timing of the transaction and the pricing of the transaction. The Investment Manager also may consider the quality of the brokerage and research services, within the meaning of Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), that are provided to the Investment Manager by the broker (“Brokerage and Research”). The Investment Manager will not adhere to any rigid formulas in selecting brokers but will weigh the factors described above. Recognizing the value of one or more of these factors, the Investment Manager may pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction. The Investment Manager periodically will evaluate the placement of brokerage and the reasonableness of commissions paid.

To the extent the Investment Manager receives Brokerage and Research, it will be receiving a benefit by reason of the direction of such commissions because it will not need to produce or pay for the Brokerage and Research (or charge such expenses to clients). Thus, to the extent the Investment Manager uses commissions to obtain Brokerage and Research that would otherwise be an expense of the Investment Manager, such Brokerage and Research in effect will constitute additional compensation to the Investment Manager. As a result, the Investment Manager may have an incentive to select brokers based on such benefits. Brokerage and Research may be used by the Investment Manager in managing both a Fund’s assets as well as those of some or all of the Other Accounts. Some Brokerage and Research may not necessarily be used by the Investment Manager in managing the assets of the Fund even though the Fund’s commission dollars are provided for the Brokerage and Research. The Fund may not, in any particular instance, be the direct or indirect beneficiary of the Brokerage and Research provided. Brokerage and Research may include, among other things, proprietary research from brokers. Brokers may also provide the Investment Manager with third party research services. Research may be in oral or written form and may include, among other things research concerning market, economic and financial data, a particular aspect of economics or on the economy in general, statistical information, database information, data on pricing and availability of securities, non-mass-marketed financial publications, electronic market quotations, trading analytics, analyses concerning specific securities, companies, industries or sectors and market, economic and financial studies and forecasts. All soft dollar arrangements that the Investment Manager enters into will be within the safe harbor provided by Section 28(e) of the Securities Exchange Act. Pursuant to such safe harbor, Brokerage and Research services must provide lawful and appropriate assistance to the Investment Manager in the performance of its investment decision-making responsibilities. Further, the amount of commissions paid by a Fund must be reasonable in light of the value of the Brokerage and Research services offered, taking into account various factors, including commission rates, financial responsibility and strength and ability of the broker to efficiently execute transactions. Accordingly, if the Investment Manager determines in good faith that the amount of commissions charged by a broker are reasonable in relation to the value of the Brokerage and Research services provided by such broker, a Fund may pay commissions to such broker in an amount greater than the amount another broker might charge.

The Investment Manager may aggregate sale and purchase orders of securities held or purchased by a Fund with similar orders being made simultaneously for Other Accounts if, in the Investment Manager’s judgment, such aggregation is reasonably likely to result in an overall economic benefit to the Fund and the Other Accounts, in the aggregate, based on an evaluation that the Fund and the Other Accounts are benefited by relatively better purchase or sale prices, lower commission expenses or beneficial timing of transactions, or a combination of these and other factors. In many instances, the purchase or sale of securities for the Fund will be effected contemporaneously with the purchase or sale of like securities for Other Accounts. Such transactions may be made at slightly different prices, due to the volume of securities purchased or sold. In such event, the average price of all securities purchased or sold in such transactions may be determined, and in the Investment Manager’s exclusive discretion, a Fund may be charged or credited, as the case may be, the average transaction price. As a result, however, the price may be less favorable to the Fund than it would be if similar transactions were not being concurrently executed for Other Accounts.