Sarissa Capital Management LP: investment adviser

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

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

In addition, each of the Funds have issued a special interest that entitles the strategic investor to receive distributions calculated in the same manner, and payable at the same times, as the Asset-Based Fee (each such interest, an “Asset-Based Special Allocation Interest”). The total annual amount borne by an Investor in respect of the Asset-Based Fee and the Asset-Based Special Allocation Interest will be equal to 1.00%-1.75% (depending on the class of interests or shares and other factors set out in the applicable Fund’s Governing Documents) of the net value of the Investor’s account balance or series of shares, as applicable. The Asset-Based Fee will be prorated for partial periods. Investors in the Domestic Feeder and Offshore Feeder will bear only a single level of Asset-Based Fees and Asset-Based Special Allocation Interests. The Asset-Based Fee and Asset-Based Special Allocation Interests with respect to the Domestic Feeder and the Offshore Feeder will be calculated at the level of the Domestic Feeder and Offshore Feeder and applied against their respective Master Fund’s capital accounts corresponding to the interests/shares with respect to which the Asset-Based Fee and such distributions are calculated. Each of the Funds also bear an annual performance-based allocation (the “Incentive Allocation”). In addition, each of the Funds have issued a special interest that entitles the strategic investor to receive allocations calculated in the same manner as the Incentive Allocation (each such interest, a “PerformanceBased Special Allocation Interest” and, together with the Asset-Based Special Allocation Interests, the “Special Allocation Interests”). The total amount borne by an Investor in respect of the Incentive Allocation and the Performance-Based Special Allocation Interest will be equal to 10%-20% (depending on the class of interests or shares) of net realized and unrealized appreciation otherwise allocable to such Investor’s account balance or series of shares, as applicable. The Incentive Allocation is generally calculated as of the last day of each fiscal year. The Incentive Allocation is subject to a high water-mark provision, such that generally an Investor will not be subject to an Incentive Allocation until any net loss previously allocated to such Investor’s account balance or series of shares, as applicable, has been offset by subsequent net profits. Investors in the Domestic Feeder and Offshore Feeder will bear only a single level of Incentive Allocation and allocations with respect to the Performance-Based Special Allocation Interests. The Incentive Allocation and allocations with respect to the Performance-Based Special Allocation Interests will be calculated at the Offshore Feeder level and allocated at the Master Fund level. The Asset-Based Fee, Asset-Based Special Allocation Interests, Incentive Allocation and PerformanceBased Special Allocation Interests will be adjusted for capital contributions and withdrawals/redemptions made during the applicable period.

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

While each Fund managed by Sarissa pays performance-based compensation, the Incentive Allocation is typically reduced or not charged to Investors that are affiliates or employees of Sarissa. A discrepancy in the fee structures may create an incentive for Sarissa to allocate investment opportunities to a particular client based on the potential fees earned by Sarissa and its affiliates with respect to each client. It is the policy of Sarissa and its affiliates to allocate investment opportunities fairly and equitably over time. This means that such opportunities will be allocated among those clients for which participation in the respective opportunity is considered appropriate by Sarissa and its affiliates, taking into consideration, among other factors (a) whether the risk-return profile of the proposed investment is consistent with the client’s objectives; (b) the potential for the proposed investment to create an imbalance in the client’s portfolio; (c) liquidity requirements; (d) potentially adverse tax consequences; (e) regulatory restrictions that would or could limit a client’s ability to participate in a proposed investment; and (f) the need to adjust the risk in the client’s portfolio. Such considerations may result in allocations among the Advisory Clients on other than a pari passu basis.

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

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

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

securities may cause the performance of the Advisory Clients to experience substantial volatility; and many companies in the healthcare sector are subject to extensive government regulation. Obtaining approval for new products from governmental agencies can be lengthy, expensive, and uncertain. Any failure to obtain approval or other negative assessment for new or existing products from governmental agencies can result in significant decreases in the prices of a healthcare or related company securities which may cause a loss for the Advisory Clients. Activist Investments. The Funds are expected to invest in equity securities that Sarissa believes are undervalued by the marketplace and are likely to appreciate as a result of operational improvements, a change in corporate direction or management, capital allocation, balance sheet changes or other courses of action. In making such investments, the Funds may act alone or together with one or more other unaffiliated investors or investment managers acting as a group. In order to implement any actions deemed necessary to maximize value Sarissa, or other members of the investing group, may work with the management team of the target company or other unaffiliated investors of the target company to design an alternate strategic plan and assist them in its execution and may secure the appointment of persons selected by Sarissa or other members of the group to the company’s management team or board of directors. Sarissa, either alone or as part of a group, may also initiate investor proxy actions (including those that may be opposed by company management or other investors in the company). This activist investment strategy requires, among other things: (i) that Sarissa properly identify portfolio companies whose securities prices can be improved through corporate and/or other courses of action; (ii) that the Advisory Clients acquire sufficient securities of such portfolio companies at a sufficiently attractive price; (iii) that the Advisory Clients avoid triggering anti-takeover and regulatory obstacles while aggregating its position; (iv) that management of portfolio companies and other security holders respond positively to Sarissa’s proposals; and (v) that the market price of a portfolio company’s securities increases in response to any actions taken by portfolio companies. There can be no assurance that any of the foregoing will occur. Activist strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management or investors of the subject company; (ii) intervention of a governmental agency; (iii) efforts by the subject company to pursue a “defensive” strategy; (iv) market conditions resulting in material changes in securities prices; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; and (vi) the necessity for compliance with applicable securities laws and applicable state corporate laws. In addition, opponents of a proposed change may seek to involve regulatory agencies in investigating the transaction or the Advisory Clients and such regulatory agencies may independently investigate the participants in a transaction, including the Advisory Clients, as to compliance with securities or other laws. Furthermore, successful execution of an activist strategy may depend on the active cooperation of unaffiliated investors and others with an interest in the subject company. Other investors may have interests that diverge significantly from those of the Advisory Clients, and some of those parties may be indifferent to the proposed changes. Moreover, securities that Sarissa believes are fundamentally undervalued or incorrectly valued may not ultimately be valued as Sarissa anticipates in the capital markets at prices and/or within the timeframe Sarissa anticipates, even if Sarissa’s proposed changes are successfully implemented. Even if the prices for a portfolio company’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow the Advisory Clients to dispose of any or all of their securities or to realize any increase in the price of such securities. Sarissa or its affiliates may cause the Advisory Clients, either alone or together with others, to acquire a “control” position in any company and may secure the appointment of persons to such company’s management team or board of directors. In doing so, the Investors of the Advisory Clients will be required to acknowledge and agree that Sarissa, or its affiliates, may acquire fiduciary duties to such other company

and to such other company’s shareholders in addition to the duties that Sarissa, or its affiliates, owe(s) the Advisory Clients. Such fiduciary duties may require Sarissa, or its affiliates, to take actions that are in the best interests of the relevant company or its shareholders and Sarissa shall endeavor to act in such situations in the best interests of all parties concerned in accordance with the duties it owes to each such party. The Investors of the Advisory Clients will be required to acknowledge that situations may arise where Sarissa, or its affiliates, have a conflict of interests between the duties that they owe to such companies and their shareholders, on the one hand, and those that they owe to the Advisory Clients, on the other. Proxy Contests and Unsolicited Transactions. The Advisory Clients may purchase securities of a company that is the subject of a proxy contest, or at which the Advisory Clients intend to solicit proxies, in the expectation that new board members or amendments to the charter, bylaws or other corporate policies of the company will be able to improve the company’s performance or undertake various alternative courses of action so that the price of the company’s securities will increase. If the Advisory Clients are not successful in adding new board members or obtaining any such changes to charters, bylaws or corporate policies or if new management is unable to improve the company’s performance or undertake any such courses of action, the market price of the company’s securities may fall, which may cause the Funds to suffer a loss. Outsourced Trading Risk. The Firm may, from time to time, delegate trade execution responsibilities to third-party trading counterparties, including executing brokers, prime brokers, or outsourced trading providers. In such cases, the Firm may grant these counterparties limited discretion to determine the timing, sequencing, or pricing strategy for the execution of certain transactions. While this approach is intended to minimize market disruption and reduce transaction costs, it introduces risks that are outside the Firm’s direct control. These include the risk of execution slippage, suboptimal pricing, delay in execution, or imperfect alignment with Sarissa’s investment intent. The Firm monitors these arrangements, but there can be no assurance that such delegated execution will consistently result in better outcomes for Advisory Clients. Litigation and Regulatory Investigations. Some of the activist tactics that the Advisory Clients may use involve litigation. The Advisory Clients could be a party to lawsuits either initiated by them, by a company in which the Advisory Clients invest, other shareholders of such company or state and federal governmental bodies. There can be no assurance that any such litigation would be resolved in favor of the Advisory Clients and there is a risk of monetary damages or equitable relief against the Advisory Clients. In addition, as activist investors, the Advisory Clients may be subject to formal or informal investigations or inquiries by the Securities and Exchange Commission (“SEC”) and other governmental and self-regulatory organizations in connection with its activities, particularly with respect to a proxy contest. Litigation and regulatory investigations may involve distraction of Sarissa’s time and significant expenses to the Advisory Clients. Additionally, regulatory investigations or inquiries, to the extent known to Investors, may result in redemptions by some Investors irrespective of the substance, merits or ultimate outcomes of such investigations or inquiries. Directorships on Boards of Portfolio Companies. The Advisory Clients may obtain rights to participate substantially in and to influence substantially the conduct of management and the board of directors of issuers of securities acquired by it. Sarissa, its related persons, affiliates or designees may serve as directors of companies in which the Advisory Clients invest. In the event that material non-public information is obtained with respect to such companies, the Advisory Clients become subject to trading restrictions pursuant to the internal trading policies of such companies or as a result of applicable law or regulations, the Advisory Clients may be prohibited for a period of time from purchasing or selling the securities of such companies, which may have an adverse effect on the Advisory Clients.

Sarissa has implemented a policy to effectively provide to the Advisory Clients their pro rata share, as determined by Sarissa, of any director fees actually received by Sarissa or its related persons from portfolio companies in which the Advisory Clients are invested. This may be accomplished through the reduction of any Asset-Based Fees payable to Sarissa by the Advisory Clients upon payment of any such Asset-Based Fees or, to the extent such fees are paid in securities, upon the sale of such securities, as determined by Sarissa, in its sole discretion. For the avoidance of doubt, this policy only applies to fees in respect of directorships that were initially obtained by members of Sarissa’s management team pursuant to a proxy contest or settlement with Sarissa and the applicable portfolio company, or pursuant to an investment in the applicable portfolio company by the Funds. Members of Sarissa’s management team have retained and will continue to retain director fees they receive as a result of directorships that were not initially obtained by such persons (i) pursuant to a proxy contest or settlement with Sarissa and the applicable portfolio company, or (ii) pursuant to an investment in the applicable portfolio company by an Advisory Client, and any such amounts will not be remitted to the Advisory Clients or be reduced or offset against the Asset-Based Fees or other expenses borne by the Advisory Clients. Control Investments. The Advisory Clients may make control investments. These investments may involve certain risks, such as the risk of liability for environmental damage, product defect, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability characteristic of business operations may be ignored. In addition, in connection with the disposition of these investments, the Advisory Clients may make representations and warranties about the business and financial affairs of the investments typical of those made in connection with the sale of any business or may be responsible for the contents of disclosure documents under applicable securities law. The Advisory Clients may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations and warranties or disclosure documents turn out to be incorrect, inaccurate, or misleading. These arrangements may result in contingent liabilities, which will be borne by the Advisory Clients. Substantial Positions in Portfolio Companies. The Advisory Clients may acquire positions in the securities of companies that, by themselves or when combined with positions held in other accounts sponsored /or advised by Sarissa and its affiliates, comprise a substantial percentage of those companies’ outstanding securities. Sarissa, its affiliates or the Advisory Clients may be required to file with regulatory authorities reports of beneficial ownership of securities. In these cases, it may be difficult to liquidate or reduce the Advisory Clients positions in these securities at all or at favorable prices, preventing the Advisory Clients from realizing profit or avoiding loss. In addition, there may be other circumstances under which the aggregate holdings of a security by the Advisory Clients and other accounts sponsored or otherwise advised by Sarissa and its affiliates, or the involvement of Sarissa or its affiliates with the issuer of that security, limit the Advisory Clients’ ability to liquidate or reduce its position at all or at favorable prices. Focused Investment Risk. Overall risk is increased by focusing investments in a limited number of countries, regions, sectors or companies or industries with high positive correlations to one another. Securities, sectors, or companies that share common characteristics are often subject to similar business risks and regulatory burdens, and often react similarly to specific economic, market, political or other developments. Since the Advisory Clients expect to focus their investments in healthcare and healthcarerelated sub-sectors, and such companies or industries may have high positive correlations to one another, the Advisory Clients may be particularly vulnerable to events impacting such sectors and industries than if the Advisory Clients were invested in a more diversified manner. Concentration of Investments. Sarissa intends to concentrate a substantial portion of the Advisory Clients’ portfolios in a small number of investments, typically not more than 20 positions on the long side of the portfolio. Such concentration of risk may expose the Advisory Clients to losses disproportionate to

those incurred by the market in general if the investments that the Advisory Clients hold are disproportionately affected by adverse price movements. The Advisory Clients could be subject to significant losses if they hold a large position in a particular investment that declines in value or is otherwise adversely affected, including default of the issuer. Duration of Investment Positions. Sarissa may not know, except in the case of certain options or derivatives positions which have pre-established expiration dates, debt or other securities with a stated maturity date, the expected duration of any particular position at the time of initiation. The length of time for which a position is maintained may vary significantly, based on Sarissa’s subjective judgment of the appropriate point at which to liquidate a position to augment gains or reduce losses. Many of the Advisory Clients’ transactions may involve acquiring related positions in a variety of different instruments or markets at or about the same time. Frequently, optimizing the probability of being able to exploit the pricing anomalies among these positions requires holding periods of significant length. Actual holding periods depend on numerous market factors which can both expedite and disrupt price convergences. There can be no assurance that the Advisory Clients will be able to maintain any particular position, or group of related positions, for the duration required to realize the expected gains, or avoid losses, from such positions. Investments in Event-Oriented Situations. The price offered for securities of a company involved in an announced deal can generally represent a significant premium above the market price prior to the announcement. Therefore, the value of such securities held by the Advisory Clients may decline in the event the proposed transaction is not consummated or if the market price of the securities returns to a level comparable to the price prior to the announcement of the deal. Furthermore, the difference between the price paid by the Advisory Clients for securities of a company involved in an announced deal and the anticipated value to be received for such securities upon consummation of the proposed transaction will often be very small. If the proposed transaction appears likely not to be consummated, is not consummated or is delayed, the market price of the securities will usually decline, perhaps by more than the Advisory Clients anticipated profits. In addition, when the Advisory Clients have sold short the securities they anticipate receiving in an exchange or merger, and the proposed transaction is not consummated, the Advisory Clients may be forced to cover their short positions in the market at a higher price than its short sale, with a resulting loss. If the Advisory Clients have sold short securities that are the subject of a proposed cash tender offer or cash merger and the transaction is consummated, the Advisory Clients also may be forced to cover their short positions at a loss. The consummation of refinancings, restructurings, mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including but not limited to: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a regulatory agency; (iii) failure to approve a restructuring or refinancing by creditors acting individually or as part of creditor committees; (iv) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (v) in the case of a merger, failure to obtain the necessary stockholder approvals; (vi) market conditions resulting in material changes in securities prices; (vii) compliance with any applicable securities laws; and (viii) inability to obtain adequate financing. Often a tender or exchange offer will be made for less than all of the outstanding securities of an issuer or a higher price will be offered for a limited amount of the securities, with the provision that, if a greater number is tendered, securities will be accepted pro rata. Thus, a portion of the securities tendered by the Advisory Clients may not be accepted and may be returned to the Advisory Clients. After completion of the tender offer, the market price of the securities may have declined below the Advisory Clients’ cost, a sale of any returned securities may result in a loss.

Use of Leverage. The use of leverage may enable the Advisory Clients to achieve a higher rate of return than would be otherwise possible and may also amplify negative impacts. Generally, Sarissa will seek to balance the amount of leverage to be employed by the Advisory Clients and the estimated long-term volatility of the portfolios. The Advisory Clients’ perception of volatility is expected to change from time to time and the market for leverage is expected to be dynamic. Accordingly, the amount, sources and pricing of leverage utilized will also change. An inability of the Advisory Clients to obtain the desired amount of leverage, however, may limit the Advisory Clients’ overall investment exposure and may reduce the Advisory Clients’ performance. Leverage may take the form of any of the financial instruments described herein or in the relevant Governing Documents, including derivative instruments that are inherently leveraged and trading in products with embedded leverage such as options, short sales, swaps, and forwards. The use of leverage will allow each Advisory Client to borrow in order to make additional investments, thereby increasing its exposure to assets, such that its total assets are greater than its capital. The use of leverage will magnify the volatility of changes in the value of the investments of the Advisory Clients. Accordingly, any event that adversely affects the value of an investment would be magnified to the extent the investment is leveraged. The cumulative effect of the use of leverage by the Advisory Clients in a market that moves adversely to their investments could result in substantial losses to the Funds, which would be greater than if the Funds were not leveraged. In addition, the amount of the Funds’ borrowings and the interest rates on those borrowings, which will fluctuate, will have a significant effect on the Funds’ profitability. In general, the use of short-term margin borrowings with respect to portfolio securities results in certain additional risks to the Advisory Clients. For example, should the securities pledged to brokers to secure an Advisory Client’s margin accounts decline in value, such Advisory Client could be subject to a “margin call,” pursuant to which it must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the assets of an Advisory Client, such Advisory Client might not be able to liquidate assets quickly enough to satisfy its margin requirements. Side Letters. Sarissa, on behalf of the Funds, has the authority to create new classes, sub-classes, tranches, series, sub-series, or lots of interests/shares and enter into letter agreements or other similar agreements (collectively, “Side Letters”) with one or more Investors which provide such Investors with additional or different rights (including but not limited to, access to information, different Asset-Based Fees, Incentive Allocation and liquidity terms) than other Investors. In general, the Funds will not be required to notify any other Investors of any such Side Letters or any of the rights, terms or provisions thereof, nor will the Advisory Clients be required to offer such additional or different rights or terms to any other Investors. In addition, the holders of each class of interests/shares may have different rights than the holders of the other classes of interests/shares with respect to certain provisions including liquidity and fees. As a result, returns may vary among Investors. Notwithstanding the foregoing or anything herein to the contrary, to the extent any Investor in a Fund has or obtains any withdrawal/redemption rights that differ from the withdrawal/redemption rights set forth in such Fund’s applicable Governing Documents, all Investors will be notified of the exercise of any such rights and will be permitted to withdraw/redeem alongside such Investor in the same proportion as such Investor.

C.

Risks of Particular Types of Securities Recommended by Sarissa.

The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds. These risk factors include only those risks Sarissa believes to be related to the particular types of securities recommended by Sarissa. Investments in Equity Securities. The Advisory Clients intend to invest primarily in equity securities and related derivatives. The value of these financial instruments generally will vary with the performance of the issuer and movements in the equity markets. As a result, the Advisory Clients may suffer losses if they invest in equity instruments of issuers whose performance diverges from Sarissa’s expectations or if equity markets generally move in a single direction and the Advisory Clients have not hedged against such a general move. The market price of an equity investment may decline for a number of reasons that directly relate to the issuer, such as poor management performance or reduced demand for its goods or services. It also may decline due to factors which affect a particular industry, such as decline in demand, labor or raw material shortages or increased production costs. In addition, market prices may decline as a result of general market conditions not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. Further, equity investments may be even more susceptible to such events than other types of investments the Advisory Clients may make, given their subordinate position in the issuer’s capital structure. As such, equity investments generally have greater price volatility than fixed income and other investments with a scheduled stream of payments and the market price of equity investments is more susceptible to movement in a rapid or unpredictable manner. If the Advisory Clients purchase equity investments at a discount from their value as determined by Sarissa, the Advisory Clients risk that the market prices of these investments will not appreciate to that value or will decline for a variety of reasons, one of which may be Sarissa’s overestimation of the value of those investments. Equity investments trading at high multiples of current earnings may be more sensitive to changes in future earnings expectations than securities trading at lower multiples. At times when the market is concerned that these expectations may not be met, the market prices of those securities typically fall. Certain issuers may be subject to different, often less comprehensive accounting, reporting and disclosure requirements, may be listed on less liquid and more volatile markets and their equity securities may be subject to high brokerage commissions and other fees. Trading in Options and Swap Agreements. The Advisory Clients may buy or sell (write) both call options and put options (either exchange-traded, over the counter or issued in private transactions), and when they write options they do so on a “covered” or an “uncovered” basis. The Advisory Clients’ options transactions may be part of a hedging tactic or a form of leverage, in which the Advisory Clients have the right to benefit from price movements in a large number of securities with a small commitment of capital. These activities involve risks that can be large, depending on the circumstances. A call option is “covered” when the writer owns securities of the class and amount of those as to which the call option applies. A put option is “covered” when the writer has an open short position in securities of the relevant class and amount. When the Advisory Clients buy an option, a decrease (or inadequate increase) in the price of the underlying security in the case of a call, or an increase (or inadequate decrease) in the price of the underlying security in the case of a put, could result in a total loss of the Advisory Clients’

investment in the option. The Advisory Clients could mitigate those losses by selling short the securities as to which it holds call options or taking a long position on securities underlying put options. When the Advisory Clients sell (write) an option, the risk can be substantially greater than when they buy an option. The seller of an uncovered call option bears the risk of an increase in the market price of the underlying security above the exercise price. The risk is theoretically unlimited unless the option is “covered.” If it is covered, an increase in the market price of the security above the exercise price would cause the Advisory Clients to lose the opportunity for gain on the underlying security—assuming they bought the security for less than the exercise price. If the price of the underlying security were to drop below the exercise price, the premium received on the option would provide profit that would reduce or offset any loss the Advisory Clients might suffer as a result of owning the security. The seller of an uncovered put option theoretically could lose an amount equal to the entire aggregate exercise price of the option if the underlying security were to become valueless. If the option were covered with a short position in the underlying security, this risk would be limited, but a drop in the security’s price below the exercise price would cause the Advisory Clients to lose some or all of the opportunity for profit on the “covering” short position—assuming the Advisory Clients sold short for more than the exercise price. If the price of the underlying security were to increase above the exercise price, the premium on the option would provide profit that would reduce or offset any loss the Advisory Clients might suffer in closing out their short position. Swaps and certain options and other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty. In addition, the Advisory Clients also are subject to the risk of the failure of any of the exchanges on which it trades or of their clearinghouses. The Advisory Clients may enter into swap agreements. Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease the exposure of the Advisory Clients to long-term or short-term interest rates, non-U.S. currency values, mortgage securities, corporate borrowing rates, asset-backed securities, collateralized debt obligations, indices or other factors such as security prices, baskets of equity securities, or inflation rates. Swap agreements can take many different forms and are known by a variety of names. The Advisory Clients are not precluded from any particular form of swap agreement if Sarissa determines it is consistent with the Governing Documents. Swap agreements tend to shift investment exposure from one type of investment to another. For example, if the Funds agree to exchange payments in dollars for payments in non-U.S. currency, the swap agreement would tend to decrease the Advisory Clients exposure to U.S. interest rates and increase their exposure to non-U.S. currency and interest rates. Depending on how they are used, swap agreements may increase or decrease the overall volatility of the portfolios of the Advisory Clients. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency, individual equity values or other factors that determine the amounts of payments due to and from the Advisory Clients. If a swap agreement calls for payments by the Advisory Clients, the Advisory Clients must be prepared to make such payments when due. In addition, if a counterparty’s creditworthiness declines, the value of swap agreements with such counterparty can be expected to decline, potentially resulting in losses by the Advisory Clients. Forward Trading. Forward contracts and options thereon, unlike futures contracts, are generally not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. The principals dealing in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which

certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide-spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market the Advisory Clients trade in due to unusually high trading volume, political intervention, or other factors. The imposition of controls by government authorities might also limit such forward trading to less than that which Sarissa would otherwise recommend, to the possible detriment of the Advisory Clients. Market illiquidity or disruption could result in major losses to the Advisory Clients. Investments in Convertible Securities. The Advisory Clients may invest in convertible securities, which are securities that may be exchanged or converted into a predetermined number of the issuer’s underlying shares, the shares of another company or securities that are indexed to an unmanaged market index at the option of the holder during a specified time period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, stock purchase warrants, zero-coupon bonds or liquidyield option notes, stock index notes, mandatories or a combination of the features of these securities. Prior to conversion, convertible securities have the same general characteristics as non-convertible debt securities. As with all debt securities, the market value of convertible securities tends to decline as interest rates increase, and conversely, increase as interest rates decline. Convertible securities, however, also appreciate when the underlying common stock appreciates, and conversely, depreciate when the underlying common stock depreciates. PIPEs. The Advisory Clients may from time to time invest in private investments in public equities (“PIPEs”) transactions and thereby purchase securities that are not freely saleable. Unlike the purchase of freely tradable common stock in the open market, PIPEs generally involve contractual obligations by the issuer of such securities requiring the issuer to take certain actions, such as registering the securities or, in the case of convertible securities, issuing the underlying securities upon exercise of convertible securities and registering the underlying securities with the appropriate federal and state authorities for resale. In order for the Advisory Clients’ investment strategy to be effective, the issuer of such securities must abide by its contractual obligations. If an issuer fails to meet its contractual obligations, in addition to the possibility of being involved in costly litigation, the Advisory Clients may be unable to dispose of the securities at appropriate prices or may experience substantial delays in doing so and thus the Funds may not be able to realize the anticipated profit, with respect to such investment for a substantial period of time. There can be no assurances that any issuer will succeed in registering for public resale such securities held by the Advisory Clients or that registration of securities pursuant to any such arrangement will create liquidity. Preferred and Hybrid Securities Risks. The Advisory Clients may invest in preferred stock and hybrid securities, which have special risks. Preferred and hybrid securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If the Advisory Clients own a preferred or hybrid security that is deferring its distributions, the Advisory Clients may be required to report income for tax purposes even though they have not yet received such income. Some preferred and hybrid securities are non-cumulative, meaning that the dividends do not accumulate and need not ever be paid. Preferred and hybrid securities are subordinated to bonds and other debt instruments in an issuer’s capital structure and, therefore, will be subject to greater credit risk than more senior debt instruments. For example, deterioration in the credit quality of the issuer will cause greater changes in the value of such instruments than senior debt securities with similarly stated yield characteristics. Preferred and hybrid securities may be substantially less liquid than many other securities.

Debt Securities. From time to time, the Advisory Clients may invest in bonds or other fixed income securities, commercial paper, “higher yield” debt or other securities. It is likely that an economic recession could disrupt, perhaps severely, the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and interest thereon and increase the incidence of default for such securities. Liquidity and Valuation of Investments. The Advisory Clients may invest in securities that are subject to legal or other restrictions on transfer or for which no liquid market exists. The Advisory Clients may not be able to sell such securities when they desire or to realize what they perceive to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges, dealer discounts and other selling expenses than the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Liquidity in these securities is limited and liquidity with respect to lower-rated and unrated subordinated classes is often even more limited. As a result, calculating the fair market value of the Advisory Clients’ holdings may be difficult and there can be no assurance that Sarissa’s valuation will accurately reflect the value that will be realized by the Advisory Clients upon the eventual disposition of such investment. Disposition of such illiquid investments may also result in distributions in-kind to the Investors. Such investments could also impair the Advisory Clients’ ability to distribute withdrawal/redemption proceeds to a withdrawing/redeeming Investor in a timely manner. Sarissa will use valuation methodologies for such assets involving subjective determinations.

thrift institutions; accountants or accounting firms; lawyers; law firms; pension consultants; real estate brokers or dealers or other sponsors or syndicators of limited partnerships. Sarissa serves as investment adviser to the Advisory Clients and affiliates of Sarissa serve as GPs to the Funds. Sarissa, its affiliates, employees and/or their related persons may invest directly in the Funds. Investments in the Funds made by such persons may not be subject to the Asset-Based Fee and/or Incentive Allocation. Where appropriate Sarissa personnel may seek to be elected to or influence the boards of Advisory Clients investments. Sarissa does not recommend or select other investment advisers for Advisory Clients. The addition of future Advisory Clients could create a conflict of interest in that the time and effort of Sarissa, its personnel and affiliates would not be devoted exclusively to the business of the current Advisory Clients but would be allocated among a larger number of Advisory Clients. The Governing Documents of the Advisory Clients and Sarissa’s policies and procedures set forth guidelines as to the appropriate action to take with respect to managing and disclosing conflicts of interest as they arise.

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

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

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

Within 120 days after the end of each fiscal year each Fund Investor will receive the relevant Fund’s audited financial statements as discussed further below in Item 15 - Custody. Each Fund Investor will also receive monthly unaudited statements setting forth the net asset value of such Investor’s capital account or shares of the applicable Fund. Sarissa also provides periodic qualitative reports, monthly exposure reports and K-1 reporting (as applicable) s to Fund Investors.

However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the “Pooled Vehicle Annual Audit Exception,” which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements, prepared in accordance with U.S. generally accepted accounting principles to all investors within 120 days of the end of such Fund’s fiscal year. Investors should carefully review the audited financial statements of the Funds upon receipt.

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