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Eversept Partners, L.P.: investment adviser

Eversept Partners, L.P. is an investment adviser registered with the SEC (file 801-108771, CRD 282358). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$2.7B
Discretionary
100%
Accounts
9
Employees
10
In advisory roles
5
Disclosures
0

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Registered funds1$35.4M1.3%
Private funds and other pooled vehicles8$2.6B98.7%

How it is paid

  • A percentage of assets under your management
  • Performance-based fees

Services

  • Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940)
  • Portfolio management for pooled investment vehicles (other than investment companies)

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
Kamran (NMN) MoghtaderiPersonManaging principalE 75% or moreSep 2015Yes

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
Kamran (NMN) MoghtaderiEversept 1 LLCPersonE 75% or moreYes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

The firm answered No to every disciplinary question on Form ADV (Item 11).

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

Part 2A, filed Mar 31, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

Eversept Partners, L.P., a Delaware limited partnership (“Eversept”), was founded in September 2015 by Kamran Moghtaderi to provide discretionary investment advisory services to pooled investment vehicles operating as private investment funds. Eversept currently sponsors the following U.S. and non-U.S. private investment funds, which it manages and directs the investment and reinvestment of assets for: o

Eversept Global Healthcare Fund, L.P., a Delaware limited partnership (the “GHC Master Fund”);

o

Eversept Global Healthcare Offshore Fund, Ltd., a Cayman Islands exempted company (the “GHC Offshore Fund”, and together with the GHC Master Fund, the “GHC Funds” or the “GHC Fund”);

o

Eversept ELS Master Fund, L.P., a Cayman Islands exempted limited partnership (the “ELS Master Fund”);

o

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Eversept ELS Offshore Fund, Ltd., a Cayman Islands exempted company (the “ELS Offshore Fund”, and together with the ELS Master Fund, the “ELS Funds” or the “ELS Fund”);

o

Eversept Generations Fund, L.P., a Delaware limited partnership (the “EGF Master Fund”, and together with the GHC Master Fund and ELS Master Fund, the “Master Funds” or the “Master Fund”); and

o

Eversept Generations Offshore Fund, Ltd., a Cayman Islands exempt company (the “EGF Offshore Fund” and together with EGF Master Fund, the “EGF Funds” or the “EGF Fund”).

The EGF Funds follow a substantively similar investment strategy as the long-only share class of the GHC Funds. The ELS Funds are a customized fund-of-one created and managed for a single alternative investment adviser. Eversept also provides discretionary investment advisory services to other persons, including to third-party private investment funds on a sub-advisory basis and to separately managed accounts (“Other Accounts”), which generally invest on a pari-passu basis with one or more of the Investment Funds (as defined below) in accordance with the terms of the respective sub-advisory or investment advisory agreement. Additionally, Eversept provides discretionary investment sub-advisory services to a non-traded registered investment company. Such services are not discussed herein as investors can find more information about the related fees and operating expenses in the respective fund’s prospectus. An affiliate of Eversept, Eversept GP, LLC (“GP I”), a Delaware limited liability company, acts as the general partner of the GHC Master Fund, Eversept GP II, LLC (“GP II”), a Delaware limited liability company, acts as the general partner of ELS Master Fund, and Eversept GP III, LLC (“GP III”, together with GP I and GP II, the “GPs” or the “GP”), a Delaware limited liability company, acts as the general partner of EGF Master Fund. Kamran Moghtaderi is the managing principal of Eversept, and managing member of GP I, GP II and GP III and directly and indirectly owns 100% of these entities.

Each of the GHC Funds and the EGF Funds may be referred to individually in this Brochure as an “Eversept Fund” and together as the “Eversept Funds”. Each of the GHC Funds, the ELS Funds and the EGF Funds may be referred to individually in this Brochure as an “Investment Fund” and together as the “Investment Funds”. Each of the Investment Funds and the Other Accounts may be referred to individually in this Brochure as a “Fund” and together as the “Funds”. The terms for each Investment Fund are disclosed in detail in the relevant Investment Fund’s offering documents that are provided to prospective investors prior to investment. Eversept acts as the investment manager of each Investment Fund. In addition, Eversept provides discretionary investment advisory services to one or more Other Accounts. The investment objectives, fee arrangements and terms of Other Accounts are individually negotiated and often differ, perhaps materially, from the Eversept Funds. Such terms include enhanced ability to withdraw cash or securities from the accounts (or terminate Eversept’s authority to trade such account) subject only to limited restrictions provided in the account agreement, as well as distinct and highly negotiated investment strategies and fee structures. Such Other Account relationships are typically subject to significant account minimums. In the future, Eversept or its affiliates may (i) act in an investment advisory capacity to certain whollyowned subsidiaries and trading vehicles of the Investment Funds used to carry out certain investment objectives of the Investment Funds, (ii) provide investment advisory services to other investment funds, and (iii) provide discretionary and/or non-discretionary services to Other Accounts (all present and future advisory clients of Eversept, including the Funds and the Other Accounts, the “Advisory Clients”). As further described in Item 8 below, the primary source of return generation of the Investment Funds comes from investing and trading in a broad array of securities and financial instruments, domestic and foreign, publicly traded or privately placed. Additionally, Eversept may allocate certain Funds’ capital to hedging activities designed to preserve capital and mitigate risk. The hedging activities may involve the Investment Funds owning financial instruments or entering into hedging agreements which may include a wide range of securities, options, futures, swaps and other assets Eversept deems appropriate. Generally, investors in any of the GHC or EGF Funds do not have the ability to individually tailor their investments or impose specific investment restrictions. However, when deemed appropriate, a GHC Fund may create a special class of interests or shares to accommodate a particular investor’s or a group of investors’ unique investment restrictions. From time to time the Funds also enter into side letters and other agreements and arrangements with certain investors which provide terms and conditions that are more advantageous than those set forth in the applicable Funds’ offering materials. Such terms and conditions may include special rights to make future investments in the Funds or other investment vehicles or accounts managed by Eversept, different transparency rights, reporting rights, and/or different fee terms. Eversept does not participate in wrap fee programs. As of December 31, 2025, Eversept and its affiliates manage approximately $1.7 billion of Advisory Client assets on a discretionary basis and does not currently manage any assets on a non-discretionary basis. It should be noted that the assets under management disclosed here has been calculated differently than that of “regulatory assets under management” as disclosed in Eversept’s Form ADV Part 1, Item 5.F.

Item 5. Fees and compensation

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

The GHC Funds – Class A/Class F-B: Eversept receives a management fee, payable quarterly in advance, equal to 0.4375% (1.75% per annum) of the value of each investor’s capital account or shares. Eversept also receives an annual incentive allocation or fee equal to 20% of net profits of the GHC Fund subject to the return of any amount in the loss recovery account.

o

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The GHC Funds – Class F-A: Eversept receives a management fee, payable quarterly in advance, equal to 0.3125% (1.25% per annum) of the value of each investor’s capital account or shares. Eversept also receives an annual incentive allocation or fee equal to 15% of net profits of the GHC Fund subject to the return of any amount in the loss recovery account. Class F-A terms revert to Class A terms effective January 1, 2027.

o

The GHC Funds – Class L-A: Eversept receives a management fee, payable monthly in advance, equal to 0.0833% (1.00% per annum) of the value of each investor’s capital account or shares. Eversept also receives an annual incentive allocation or fee equal to 20% of net profits of the GHC Fund subject to a hurdle and the return of any amount in the loss recovery account.

o

The GHC Funds – Class M-A/Class M-B1/Class-B2: Individually negotiated.

o

The GHC Funds – Class S/Class L-S: Individually negotiated.

o

The EGF Funds – Class L: Eversept receives a management fee, payable monthly in advance, equal to 0.0833% (1.00% per annum) of the value of each investor’s capital account or shares. Eversept also receives an annual incentive allocation or fee equal to 20% of net profits of the EGF Fund subject to a hurdle and the return of any amount in the loss recovery account.

o

The ELS Funds – Individually negotiated.

o

Other Accounts – Individually negotiated.

Class F-A and Class F-B of the GHC Funds are founder classes and are closed to new investments. Class M-A, Class M-B1 and Class-M-B2 of the GHC Funds are classes of interests/shares offered to clients of a third-party selling agent. Class L-A and Class L-S of the GHC Funds and Class L of the EGF Funds are classes of interests/shares that invest in long-only portfolios (see additional details relating to these classes in the relevant fund documents). Eversept or its affiliates deduct fees from the Eversept Funds’ assets. The management fee is generally paid to Eversept from the Eversept Funds either quarterly or monthly in advance (adjusted for subscriptions during the calendar quarter). In the event of a withdrawal/redemption request made other than as of the last day of a month or quarter, as applicable, Eversept or its affiliates will not refund management fees for the remaining period. The incentive allocation or fee, as applicable, is generally allocated or paid to Eversept, its affiliates or designated person(s) at the end of each fiscal year (adjusted for any withdrawals or redemptions during the year) or upon any investor redemption in an amount based on the portion of the investment redeemed.

Eversept’s fees with respect to the Eversept Funds are generally not negotiable. Notwithstanding the foregoing, Eversept has elected to waive or offer reduced fees to certain investors in one or more Eversept Funds, including to investors that are affiliates or employees of Eversept, members of the immediate families of such persons and trusts or other entities for their benefit, or for certain large or strategic investors. Investors in certain classes of interest in the Eversept Funds are generally limited in their ability to terminate their participation in a Fund. In addition to other redemption and transfer restrictions that are described in each Eversept Fund’s governing documents, certain classes of interests in the Eversept Funds limit redemptions such that redemption requests are subject to a quarterly gate equal to a percentage of an investor’s capital account balance. To the extent a redemption request exceeds such limit, the excess will be deferred and treated as a request for redemption on each of the next successive quarterly redemption dates until fully satisfied. In addition to the management fee and incentive allocation or fee described above, each Eversept Fund shall bear its own expenses. Such expenses vary by Eversept Fund, but generally include the following (note, however, that this is not a complete list of expenses): (A) all expenses incurred in connection with the ongoing offer and sale of interests of the Eversept Fund, including, but not limited to, expenses (including compliance related expenses) incurred by the GP or Eversept pursuant to applicable law in connection with the offer and sale of such Interests in any jurisdiction, (B) all operating expenses of the Eversept Fund such as tax preparation fees, governmental fees and taxes, insurance, administrator fees (including trade affirmation and trade break reconciliation fees), advisory committee member fees, communications with investors, and ongoing legal, compliance costs of the Eversept Fund (including, without limitation, expenses relating to preparation of regulatory filings (such as Schedule 13Fs, Schedule 13Hs, Schedule 13Gs, Schedule 13Ds, Form PF and Form D/Bluesky) and of third-party compliance consultants to assist with such filings), accounting, auditing, bookkeeping, consulting and other professional fees and expenses; (C) all Eversept Fund trading and investment related costs and expenses (e.g. brokerage commissions, margin interest, expenses related to short sales, custodial fees and clearing and settlement charges) and research related expenses including: travel; airfare; car rental; taxi fare; hotel accommodations and meals; market data; news and quotation equipment; conferences; subscriptions to publications; consultants; legal; investment research, broker research, and other research related costs and services; (D) all fees to protect or preserve any investment held by the Eversept Fund, as determined in good faith by GP or its delegate; (E) all fees and other expenses incurred in connection with the investigation, prosecution or defense of any claims by or against the Eversept Fund; and (F) indemnification, insurance (including a portion of D&O/E&O and indemnification insurance) and other extraordinary expenses. An investor in an Eversept Fund may be bearing expenses (including litigation expenses) incurred by the Eversept Fund relating to investment(s) that such investor has not participated in. To the extent that expenses to be borne by an Eversept Fund are paid by Eversept or the GP, the relevant Eversept Fund will reimburse that party for such expenses. Refer to Item 12 – Brokerage Practices for further information relating to trading and investment related costs and expenses. Other Account clients typically pay their own expenses as set forth in the relevant offering materials or investment management agreement. In the event expenses are required to be allocated amongst Advisory Clients, the Adviser will seek to allocate the expenses in a fair and equitable manner taking into account the extent to which each Advisory Client benefits from the particular product or services. Depending upon the nature of the expense, the allocation methodology applied by the Adviser may vary. Such methodologies may include allocating the expense (i) on a pro rata basis in proportion to the relevant Advisory Clients’ assets under management or relative use of the item of expense (or relative participation in an investment, if the expense is related to such investment); (ii) equally among all participating Advisory Clients; or (iii) in another manner that the Adviser deems fair and equitable. Eversept renders its services to Advisory Clients at its own expense and will be responsible for its overhead expenses including office rent; utilities; furniture and fixtures; stationery; secretarial/internal administrative services; salaries and bonuses; entertainment expenses; employee insurance and payroll taxes.

It is critical that investors refer to the relevant Eversept Fund’s offering documents for a complete understanding of how Eversept is compensated for its advisory services. The information contained in this Item 5 is a summary only and is qualified in its entirety by the relevant Eversept Fund’s offering documents.

Item 6. Performance-based fees and side-by-side management

As described in Item 5 above, Eversept or Eversept’s affiliates or designated person(s) receive performancebased compensation in the form of an incentive allocation or fee. It should be noted that the possibility that Eversept, its affiliates or designated person(s) could receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for Eversept to effectuate larger and more risky transactions than would be the case in the absence of such form of compensation.

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Given Eversept provides investment advisory services to the Investment Funds and Other Accounts which provide Eversept with varying levels of compensation, there is a potential conflict of interest related to managing accounts that provide Eversept with performance-based fees alongside accounts that charge lower or no performance-based fees. To address these conflicts of interest, the Firm will generally make allocation decisions based upon the best interests of all Advisory Clients on a fair and equitable basis consistent with the Firm’s fiduciary obligations. Eversept’s policies require it to allocate investments among Advisory Clients in a manner which it believes to be fair and equitable and prohibit the Firm from basing an allocation decision on any of the following, or similar, reasons: (i) to generate higher fees paid by one Advisory Client over another, or to produce greater fees to the Firm or any of its affiliates; (ii) to develop a relationship with an existing or potential investor in an Advisory Client; (iii) to induce future services or benefits to be rendered to the Firm or any employee of the Firm. Certain Other Accounts employ an investment program and strategy substantially similar to that of one of the Eversept Funds and may hold certain overlapping positions with other Eversept Funds. From time to time, any of these Other Accounts have preferential liquidity rights and/or fee structures compared to the Eversept Funds, including the ability to withdraw cash or securities from the account (or terminate Eversept’s authority to trade such account), subject only to limited restrictions provided in the account agreement. These preferential terms could have a negative impact on the performance of other Advisory Client(s), particularly with respect to thinly traded securities. In addition, certain Advisory Clients may hold positions in an issuer that are opposite from those held by other Advisory Clients (e.g., one Advisory Client may hold a long position in a security sold short by another Advisory Client) as a result of differing investment programs. In such instances, transactions executed on behalf of one or more Advisory Clients may have an impact on the performance of the security to the benefit or detriment of the other Advisory Clients holding the opposite position.

Item 7. Types of clients

Eversept provides investment advisory services to the Advisory Clients. contributions or account balances in the Advisory Clients are as follows:

The minimum capital

o

The GHC Funds – Class A/Class F-A/Class F-B/Class L-A/Class L-S/Class S: $5 million initial capital contribution and $1 million additional capital contribution, each subject to the sole discretion of GP I or the GHC Fund board to accept lower amounts. Additionally, GP I may disallow the partial withdrawal of capital by any investor, if as a result of, or prior to, such withdrawal, the aggregate balance of such investor’s capital account(s) would be less than $100,000.

o

The GHC Funds – Class M-A/Class M-B1/Class M-B2: Individually negotiated.

o

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The EGF Funds – Class L: $5 million initial capital contribution and $1 million additional capital contribution, each subject to the sole discretion of GP III or the EGF Fund board to accept lower amounts. Additionally, GP III may disallow the partial withdrawal of capital by any investor, if as a result of, or prior to, such withdrawal, the aggregate balance of such investor’s capital account(s) would be less than $100,000.

o

The ELS Funds – Individually negotiated.

o

Other Accounts – Individually negotiated.

Item 8. Methods of analysis, investment strategies and risk of loss

All references to the GHC Fund in this Item 8 refer to GHC Fund Class A, and may include one or more other Funds or Other Accounts, to the extent applicable based on the investment mandate of such other Fund or Other Account. Methods of Analysis and Investment Strategies The GHC Fund was organized for the purpose of investing and trading in a broad array and type of securities and financial instruments, domestic and foreign, publicly traded or privately placed, including, but not limited to, common and preferred stocks, bonds and other debt securities, convertible securities, limited partnership interests, mutual fund shares, options,

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warrants, custom baskets, commodities, futures, derivatives (including swaps, forward contracts and structured instruments), currencies, monetary instruments and cash and cash equivalents. Eversept is eligible to trade a limited amount of commodities or financial futures on behalf of the GHC Fund by virtue of certain Rules adopted by the CFTC pursuant to the Commodity Exchange Act (“CEA”) that provides for exemptions from registration as a commodity pool operator and commodity trading adviser. The following is a general description of the principal types of securities in which the GHC Fund may invest, certain trading techniques that it may employ, the investment criteria that it plans to apply, and the guidelines that it has established with respect to the composition of its investment portfolio. The following description is merely a summary and an investor should not assume that any descriptions of the specific activities in which the GHC Fund may engage are intended in any way to limit the types of investment activities which the GHC Fund may undertake or the allocation of Fund capital among such investments. Eversept reserves the right to alter any GHC Fund investment policy or strategy as deemed appropriate from time to time in its discretion without obtaining investor approval. However, Eversept will notify investors prior to any material alteration of the GHC Fund’s investment policy or strategy. The GHC Fund’s investment objective is to seek positive absolute returns primarily through a combination of long investment positions and short selling to achieve capital appreciation, while also attempting to preserve capital and mitigate risk through diversification of portfolio investments and hedging activities. No assurance can be given, however, that the GHC Fund will achieve its objective, and investment results may vary substantially over time and from period to period. Overview - Eversept anticipates that most of the GHC Fund’s assets will be invested on a global basis in publicly traded equity securities. In addition, Eversept has a long-term investment horizon and believes this to be a key source of investment “edge.” Furthermore, particularly on the long side, Eversept intends to concentrate investments in their highest conviction ideas. As a result, a significant portion of the GHC Fund’s assets may be invested in securities of a limited number of issuers and the GHC Fund’s investments may experience significant volatility. The GHC Fund will focus the majority of its research efforts towards investments related to the healthcare and life sciences industries, but it will opportunistically participate in other sectors. In carrying out the GHC Fund’s investment objective Eversept focuses on long and short positions which Eversept has a reasonable expectation will produce positive returns. The GHC Fund’s long position purchases are typically securities that Eversept believes to be undervalued or which Eversept believes will increase in value for any other reason, and the GHC Fund’s short position purchases are typically securities that Eversept believes to be overvalued or which Eversept believes will decrease in value for any other reason. Additionally, Eversept might use long or short trading strategies to generate profits from irrational market behavior or short-term valuation anomalies. Consistent with Eversept’s investment philosophy, the GHC Fund is not constrained by diversification requirements or any other limitations as to the types of securities, other investment instruments, industries, sectors, countries or asset classes that may be invested in by the GHC Fund. The GHC Fund’s investment strategy may also include exchange traded funds, bonds,

convertible securities, contingent value rights, options, event-driven investments, private placements and the use of leverage. Eversept’s investment philosophy is based upon having a long-term focus, concentrating capital behind the strongest ideas and capitalizing on investment ideas ahead of the broader market. Kamran Moghtaderi (the “Portfolio Manager”) has over two decades of experience investing in healthcare on a global basis in both developed and emerging markets across all capitalization spectra. Long positions – Eversept takes into consideration and weighs, among other characteristics, an array of stock-specific and economic factors prior to making an investment. Stock-specific factors – In selecting a company as an investment candidate, Eversept will employ a detailed fundamental analysis coupled with behavioral analysis of investor reaction to a stock price, prior to making an investment. Shorting – Eversept also intends to sell short individual securities as a means of attempting to reduce risk and increase performance. In similar fashion to taking long positions, Eversept takes into consideration and weighs, among other characteristics, an array of stock-specific and economic factors prior to selling short an individual security. Eversept believes that by focusing on specific companies that are experiencing any one or more of these elements, Eversept should be able to identify profitable short sale candidates in most market environments. Strategies and Diversification – Although the strategy and asset allocation utilized by the GHC Fund is primarily centered on publicly traded equities on a global basis, Eversept will remain flexible in its investment approach in order to place the GHC Fund in the best position to capitalize on opportunities in the financial markets. Eversept may employ other strategies and may take advantage of opportunities in diverse asset classes if they meet Eversept’s standards of investment merit. Accordingly, and consistent with Eversept’s approach, there are no fixed diversification requirements or other limitations as to the types of securities or other instruments, industries, sectors, countries or asset classes that the GHC Fund may invest in. Furthermore, Eversept might find a set of investments that it believes to be so compelling in their reward versus risk profile that it may concentrate the GHC Fund’s investment portfolio in a small number of such investments. Illiquid Investments - From time to time Eversept may make investments in one or more of the following: (i) privately offered securities and other similarly illiquid securities that, in the sole opinion of Eversept, are subject to regulatory, contractual or other restrictions on disposition; (ii) structured products and overthe-counter derivative transactions that, in the sole opinion of Eversept, cannot be replicated by other securities available in the market, thereby making it (in each case) difficult or impossible to value accurately such securities, products or transactions; (iii) investments that are illiquid due to regulatory action, bankruptcy or insolvency of an issuer or counterparty, or otherwise and/or (iv) other investments that GP I, in consultation with Eversept, determines would be in the best interests of the investors not to include in the Net Asset Values of their capital account(s), including, but not limited to, convertible securities and contingent value rights (each such security, product, transaction or investment is referred to herein as a “Illiquid Investment”). Eversept, in its sole discretion, shall determine whether an investment should be categorized as a Illiquid Investment regardless of whether such investment otherwise falls within one of the categories noted above. If Eversept designates an asset as an Illiquid Investment, the investors at the time of such designation will have a proportionate interest in such investment and the investors may not make withdrawals with respect to such Illiquid Investment until a Liquidity Event (as defined below). Investors who are admitted to the GHC Fund after the date on which an Illiquid Investment was designated generally are not entitled to participate in the gain, loss or income of such Illiquid Investment. Management fees will continue to be payable with respect to an Illiquid Investment based on the fair value of such Illiquid Investment as of the relevant calculation date. The performance allocation will not be allocated with respect to an Illiquid Investment until the liquidation of such Illiquid Investment or the determination by GP I (in consultation with Eversept) that such Illiquid Investment is no longer illiquid (a “Liquidity Event”). Upon a Liquidity Event with respect to an Illiquid Investment, any net appreciation attributable to such Illiquid Investment

will be aggregated with the net appreciation or depreciation attributable to all other assets of the GHC Fund in determining the applicability of the performance allocation in the manner discussed herein. The GHC Fund, in the discretion of GP I, may invest in or hold Illiquid Investments through separate or wholly-owned limited liability companies, limited partnerships, liquidating trusts or special purpose vehicles. Furthermore, the GHC Fund may create a separate class of Interests with respect to an Illiquid Investment, in which event (i) the GHC Fund will invest in such Illiquid Investment only with assets attributable to investors who have specifically elected to participate in such Illiquid Investment and (ii) an investment in such Illiquid Investment by the GHC Fund will be subject to such additional terms (including the deduction of management fees and the allocation of the performance allocation) as provided in the Illiquid Investments Supplement to the GHC Fund’s offering memorandum applicable to such Illiquid Investment. Additional information regarding other features of the GHC Fund’s investment program is set forth below. Macro Trades – From time to time, Eversept may use commodities, futures, currencies or other instruments to express a macro view with respect to global economic issues or for hedging purposes. Such positions will represent a small portion of the GHC Fund’s overall portfolio. Event-Driven and Special Situation Investments – Investments in the healthcare sector may be particularly prone to having their price affected by company specific events, including clinical trial outcomes, regulatory decisions, product launches, and product liability lawsuits. Eversept closely follows events such as these and may make investment decisions based upon anticipated outcomes. In addition, the GHC Fund may invest in companies based on the occurrence or non-occurrence of other situations or events, including (but not limited to) spin-offs, mergers and acquisitions, rights offerings, restructurings and bankruptcies. Eversept believes that many such special situations and events carry a high probability of indiscriminate selling or neglect of valuable assets for reasons other than a lack of investment merits. Occasionally, the GHC Fund may engage in risk arbitrage transactions that Eversept believes represent a favorable risk/reward opportunity. Risk arbitrage opportunities generally arise during corporate mergers, leveraged buyouts or takeovers. Frequently, the stock of the company being acquired will trade at a significant discount to the announced deal price. This discount compensates investors for the time value of money and the risk that the transaction may be canceled. If the discount is significantly greater than Eversept’s assessment of the underlying risk, the strategy will be implemented. As with options and fixed income securities, Eversept intends to use event-driven investments as a tactical, opportunistic strategy and not as part of the GHC Fund’s primary investment strategy. Options and Other Derivative Securities – Eversept utilizes derivative securities, primarily options. Eversept may purchase and write put and call options that are traded on national securities exchanges or over-the-counter markets, as well as on electronic communications networks. Options can be used in many ways such as to increase market exposure (i.e., for purposes of leverage), to reduce overall market exposure (i.e., for hedging purposes), to increase the portfolio’s current income, or to reduce the cost basis of a new position. The GHC Fund may also utilize certain options, such as various types of index or “market basket” options (both long and short), in an effort to hedge against certain market related risks, as Eversept deems appropriate. Eversept believes that the use of options and other derivatives may help reduce risk and enhance investment performance. Fixed Income Securities – Eversept may invest in fixed income securities (bonds) as part of the strategic operations of the GHC Fund. Eversept may take advantage of special investment opportunities in the high yield and convertible segments of the fixed income market. Eversept may also seek opportunities in government issued fixed-income securities as deemed appropriate. Private Placements – In addition to investing in publicly traded common equities, the GHC Fund may invest in privately placed unregistered securities that do not have a readily ascertainable market value or other illiquid securities which may be valued but are not freely transferable. Eversept may designate such investments as Illiquid Investments.

Leverage – The GHC Fund may increase its use of leverage by various means, which may include: increasing the number and extent of its “long” positions by borrowing (e.g., by purchasing securities on margin) and entering into short sales. Moreover, the amount of any borrowing used to create leverage by the GHC Fund may also be limited by regulations imposed by the Federal Reserve Board and by the availability and cost of credit. Eversept does not anticipate that the GHC Fund will incur indebtedness in connection with its operations, other than interest on margin debts or deposits with respect to securities positions. Other Investments – Eversept may also invest some of the GHC Fund’s assets in short-term United States Government obligations, certificates of deposit, commercial paper and other money market instruments, including repurchase agreements with respect to such obligations, to enable the GHC Fund to make investments quickly and to serve as collateral with respect to certain of its investments. If Eversept believes that a defensive position is appropriate because of expected economic or business conditions or the outlook for security prices, or Eversept determines that opportunities for investing are unattractive, then a greater percentage of Fund assets may be invested in such obligations. The GHC Fund may also engage in securities lending activities. From time to time, in the sole discretion of Eversept, cash balances in the GHC Fund’s brokerage account may be placed in a money market fund. Set forth below is a review of investment processes that Eversept may employ in carrying out its investment strategy. This review is not comprehensive and the investment processes employed by Eversept may change and evolve as new and existing processes are developed. Quantitative and Qualitative Screens – Eversept employs quantitative and qualitative screens to identify potential long investments and short sale ideas for the GHC Fund’s portfolio. Quantitative screens are used to focus on and identify valuation, operating trends and technical factors of an underlying security, its industry and competitors. Eversept tends to utilize independent resources for quantitative screens, such as Bloomberg. Qualitative screens are used to identify security-specific opportunities based on sector trends, supply chains, competitors, and geographic anomalies (finding trends in a particular market that will carry over into other markets). Eversept’s primary sources for qualitative screens include: company visits; a network of industry contacts developed by the Portfolio Manager through over two decades in the global investment management business; independent industry specialists and consultants; local and global brokers with a niche expertise; industry conferences; investment conferences; internal research; scientific and medical journals; trade and financial publications; and newspapers and other periodicals. Identifying and Evaluating Investments – In general, Eversept conducts research to identify and evaluate potential investments for the GHC Fund. Eversept intends to utilize a fundamental bottom-up investment research process to analyze companies on an individual basis. Eversept will also consider industry and sector themes utilizing the scientific and clinical literature, attending conferences, taking reference to sellside research and research publications, consulting with industry experts and key opinion leaders, and talking to management teams of potential investments and/or management teams of competitors, suppliers, and customers. Company-specific analyses include the review of public filings and relevant research analyst reports. Particular attention is paid to changing industry structures and the relative competitive positioning of the company being researched relative to the anticipated industry changes. In addition, Eversept’s fundamental research will focus on many factors, such as, a company’s balance sheet, cash position, product offering, bargaining power with customers and suppliers, its valuation relative to its growth and to that of its industry, the historical trading patterns of the company’s securities, and forecasts and projections for the relevant industry group. In addition to the previously cited fundamental research criteria, stock price valuation will be assessed from a variety of perspectives, including sales and earnings history and outlook, historical and estimated cash flows, historical and projected earnings growth, comparison with competing and related companies and investor expectations. Relationship with Portfolio Companies – Although Eversept does not anticipate taking an active role in the affairs of the companies in which the GHC Fund has a position, it will be the policy of the GHC Fund to take such steps as are necessary to advance its economic interests. Eversept reserves the option to accept a role on the board of directors of, or any formal or informal advisory position with, any portfolio company in which the GHC Fund holds securities.

Portfolio Evaluation – Once an investment opportunity is determined to be attractive, Eversept will evaluate the effect of adding that investment to the GHC Fund’s portfolio. Eversept will seek to understand risks and relationships between the various investments within the portfolio. Eversept will monitor the GHC Fund’s positions to ensure that the investment thesis behind each is intact. Eversept will also conduct ongoing monitoring of investment positions relative to the aggregate portfolio in order to manage overall portfolio risk and to capitalize on trading opportunities. Development and Risks of Eversept’s Trading Strategy – The development of a trading strategy is a continuous and evolving process, and the GHC Fund’s trading strategy and methods may be modified from time to time. The GHC Fund’s trading methods are confidential, and descriptions of them in the GHC Fund’s offering memorandum are general in nature. The GHC Fund’s trading strategies may differ from those used by Eversept and its affiliates with respect to other accounts they manage. Trading decisions require the exercise of judgment by Eversept. Eversept may, at times, decide not to make certain trades, thereby foregoing participation in price movements which would have yielded profits or avoided losses. Investors cannot be assured that the strategies or methods utilized by Eversept will result in profitable trading for the GHC Fund. The GHC Fund’s investment program entails substantial risks and there can be no assurance that its investment objectives will be achieved. The practices of options and derivatives trading, short selling, use of leverage and other investment techniques employed by the GHC Fund can, in certain circumstances, maximize the adverse impact to which the GHC Fund’s investment portfolio may be subject. Risk of Loss Operating History. Although the Portfolio Manager has over two decades of experience investing in healthcare on a global basis in both developed and emerging markets, and across all capitalization spectra, prior to the Eversept, the Portfolio Manager has not exercised exclusive control over the day-to-day management of an investment management company until the formation of Eversept. Although the GHC Fund has been operating since 2011, the past investment performance of the GHC Fund should not be construed as an indication of the future results of an investment in the GHC Fund. In addition, the past investment performance of any other entities or accounts managed by Eversept or any of its employees or affiliates, including Kamran Moghtaderi, is not indicative of the future performance of the GHC Fund. The GHC Fund’s investment program should be evaluated on the basis that there can be no assurance that Eversept’s assessment of the short-term or long-term prospects of investments will prove accurate or that the GHC Fund will achieve its investment objective. Dependence Upon Eversept and the Portfolio Manager. The GHC Fund’s success will depend on the management of Eversept and on the skill and acumen of the Portfolio Manager. If the Portfolio Manager should die, become incompetent or disabled or otherwise cease to participate in the GHC Fund’s business, the GHC Fund’s ability to select attractive investments and manage its portfolio could be severely impaired. An investor should be aware that the investor will have no right to participate in the management of the GHC Fund, and the investor will have no opportunity to select or evaluate any of the GHC Fund’s investments or strategies. Accordingly, the investor should not invest in the GHC Fund unless the investor is willing to entrust all aspects of the management of the GHC Fund and its investments to the discretion of Eversept. Limited Liquidity of Interests/Shares. An investment in the GHC Fund involves substantial restrictions on liquidity and its interests/shares are not freely transferable. There is no market for the interests/shares in the GHC Fund, and no market is expected to develop. Additionally, transfers are subject to the consent of GP I, which consent may be granted or withheld in GP I’s sole discretion. Consequently, investors will be unable to redeem or liquidate their interests/shares except by making withdrawals from the GHC Fund in accordance with the governing document of the GHC Fund (the “Fund Governing Document”). Investors may be unable to liquidate their investment promptly in the event of an emergency or for any other reason. Although an investor may attempt to increase its liquidity by borrowing from a bank or other institution,

interests/shares in the GHC Fund may not readily be accepted as collateral for a loan. In addition, the transfer of interests/shares as collateral or otherwise to achieve liquidity may result in adverse tax consequences to the transferor. If a portion of the GHC Fund’s assets are invested in illiquid investments, including securities, obligations, and other instruments and assets for which no market exists and/or which are restricted as to their transferability under federal or state securities laws, the GHC Fund may take longer to liquidate these positions than would be the case for publicly traded investments because of the absence of any trading market for these investments. Although these investments may be resold in privately negotiated transactions, the prices realized on these sales could be less than those originally paid by the GHC Fund. Further, companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. In-Kind Distributions; Liquidating SPVs. The GHC Fund anticipates that all distributions to investors will be made in cash, but there can be no assurance that the GHC Fund will have sufficient cash to satisfy withdrawal requests. The GHC Fund may make distributions in kind in the sole discretion of GP I and without notifying non-affected investors, including without limitation, due to the inability to liquidate investments during a timeframe which would provide adequate funds to pay requested withdrawals. Inkind distributions may be comprised of, among other things, interests in special purpose vehicles or trading vehicles (each, a “Liquidating SPV”) holding investments that were held or are being held by the GHC Fund, or participations or other derivatives instruments referring to such investments held by the GHC Fund. If the GHC Fund makes an in-kind distribution to a withdrawing investor then, unless otherwise determined by GP I in its sole discretion, such withdrawing investor will receive interests in a Liquidating SPV or other asset, the value of which will reflect such withdrawing investor’s share of the net asset value of the applicable investment on the relevant withdrawal date. A distribution in respect of a withdrawal may be made in cash or in-kind, or any combination thereof, as determined by GP I, in its sole discretion. GP I will determine the percentage of any distribution to be made in cash and the percentage to be made in-kind, as well as the particular investments, if any, to be distributed. Unless otherwise determined by GP I in its sole discretion, distributions that are made in-kind will, to the extent practicable, not be disproportionately allocated to any investor. However, a prior or contemporaneous in-kind distribution to some investors will not affect the GHC Fund’s right to distribute cash to the same or other investors. The GP I expects that, in the event that the GHC Fund utilizes a Liquidating SPV to facilitate in-kind distributions, Eversept would manage such Liquidating SPV with the intention of distributing the net proceeds attributable to the investments held by such Liquidating SPV as they are liquidated. The Liquidating SPV would not make new investments. Investments distributed in kind may be illiquid or difficult to value, may not be readily marketable or salable and may have to be held by such investor for an indefinite period of time. Such investments will continue to be subject to market conditions and may fluctuate in value following the relevant withdrawal date. There can be no assurance that the withdrawing investor will be able to liquidate such investments at a value equal to or greater than the value of the investments determined as of the relevant withdrawal date. The risk of loss and delay in liquidating these investments will be borne by the investor, with the result that such withdrawing investor may ultimately receive significantly less cash than it would have received following the withdrawal date if it had been paid in cash. Furthermore, to the extent that a withdrawing investor receives interests in a Liquidating SPV, such withdrawing investor will generally have no voting rights or any control over when and at what price the investments in such Liquidating SPV are sold. Lack of Registration. The interests/shares in the GHC Fund have neither been registered under the Securities Act of 1933, as amended (the “Securities Act”) nor under the securities or “blue sky” laws of any state and, therefore, are subject to transfer restrictions. In connection with an investor’s purchase of an interest/shares, the investor must represent that the investor is purchasing the interest/shares for investment purposes only and not with a view toward resale or distribution. Neither the GHC Fund nor GP I has any

plans nor have they assumed any obligation to register these interests/shares in the GHC Fund. Accordingly, the interests/shares in the GHC Fund may not be transferred without an opinion of counsel to the GHC Fund that the transfer will not involve a violation of the registration requirements of the Securities Act. Ordinarily, this means that transfers will be restricted to instances of death, gift, or passage by operation of law. These restrictions on transfer are in addition to those found in the GHC Fund Governing Document. Withdrawal of Capital. An investor’s right to withdraw funds from the GHC Fund is subject to important limitations. GHC Fund investors may withdraw all or a portion of their capital account balance as of the last day of any calendar quarter, upon at least 45 days prior written notice, and at such other times as the Eversept may determine in its sole discretion. Substantial withdrawals by investors within a short period of time could require the GHC Fund to liquidate securities positions more rapidly than would otherwise be desirable, possibly reducing the value of the GHC Fund’s assets and/or disrupting the GHC Fund’s investment strategy. Reduction in the size of the GHC Fund could make it more difficult to generate a positive return or to recoup losses due to, among other things, reductions in the GHC Fund’s ability to take advantage of particular investment opportunities or decreases in the ratio of its income to its expenses. Limitations on Withdrawals. The GHC Fund may suspend or postpone withdrawals from capital accounts or the payment of any withdrawals in whole or in part (i) during the existence of any state of affairs which, in the opinion of GP I, makes the disposition of the GHC Fund’s investments impractical or prejudicial to the investors, or where such state of affairs, in the opinion of GP I, makes the determination of the price or value of the GHC Fund’s investments impractical or prejudicial to the investors; (ii) where any withdrawals or distributions, in the opinion of GP I, would result in the violation of any applicable law or regulation; or (iii) for such other reasons or for such other periods as GP I may in good faith determine. A GHC Fund investor seeking to make a full withdrawal from its capital account (excluding the portion of the investor’s capital account attributable to Illiquid Investments) (the “Liquid Capital Account”) may be subject to investor-level gate or maximum withdrawal amount. All amounts not withdrawn as of a withdrawal date by virtue of restrictions imposed by the investor-level gate shall remain invested in, and therefore will remain at risk in the GHC Fund. If a withdrawing Investor has more than one capital account, capital will be withdrawn on a “first in-first out” (“FIFO”) basis for the purposes of determining the Performance Allocation, unless the GP agrees to permit the Investor to withdraw capital from one or more capital accounts specified by the Investor in its withdrawal request. Accordingly, unless otherwise agreed, capital of the capital account of the withdrawing Investor representing the earliest contribution will be withdrawn first, until the balance of that capital account is zero, whereupon capital will be withdrawn from the capital account of such Investor representing the next earliest contribution, and so on. Withdrawals, Resignation and Transfers by GP I. Subject to prior notice, GP I may withdraw all or any of the value in GP I’s capital account (representing incentive allocations received by GP I) from the Master Fund on any withdrawal date, without the consent of or notice to any of the investors. GP I may resign at any time upon prior notice to the investors. Upon such resignation of GP I, or upon its bankruptcy or dissolution, the remaining investors have the right to appoint a substitute general partner, otherwise the Master Fund shall be dissolved. GP I may appoint additional general partners and to transfer its general partner interest to an affiliate without the consent of investors. Right to Dissolve the GHC Fund or Expel Investors. GP I or the board of directors of the Offshore Fund (the “Board”), as applicable, has the right to dissolve the GHC Fund at any time upon 30 days’ notice to the investors. Accordingly, there is a risk that if the GHC Fund’s assets become depleted and, as a result, the management fee and performance allocation become minimal, GP I or the Board, as applicable, may elect to dissolve the GHC Fund and distribute its remaining assets. GP I or the Board also has the right to expel an investor at any time, with or without cause, upon 5 days’ notice. Such mandatory withdrawal or expulsion could result in adverse tax and/or economic consequences to such investor. No person will have

any obligation to reimburse any portion of an investor’s loss -- upon dissolution, expulsion, withdrawal or otherwise. Furthermore, if the Portfolio Manager (i) is deceased or (ii) ceases to be the portfolio manager of the GHC Fund, the GHC Fund will promptly notify all investors, suspend withdrawals and begin an orderly wind-down procedure; provided that GP I, in consultation with Eversept, will use best efforts to liquidate the GHC Fund and distribute proceeds to investors as soon as practicable, taking into consideration the liquidity of the GHC Fund’s portfolio and the best interests of the GHC Fund as a whole. Operating Deficits. The expenses of operating the GHC Fund (including the management fee) may exceed its income, thereby requiring that the difference be paid out of the GHC Fund’s capital, reducing the GHC Fund’s investments and potential its profitability. No Distributions. The GHC Fund does not intend to make distributions to the investors, but intends instead to reinvest substantially all Fund income and gain, if any. Cash that might otherwise be available for distribution will also be reduced by payment of Fund obligations, payment of Fund expenses (including fees payable and expense reimbursements to GP I and/or Eversept) and establishment of appropriate reserves. As a result, if the GHC Fund is profitable, investors in all likelihood will be credited with Fund net income, and will incur the consequent income tax liability (to the extent that they are subject to income tax), even though investors receive little or no Fund distributions. Investment Expenses. The investment expenses (e.g., expenses related to the investment and custody of the GHC Fund’s assets, such as brokerage commissions, custodial fees and other trading and investment charges and fees) as well as other Fund fees (e.g., management fees and operating expenses) may, in the aggregate, constitute a high percentage relative to other investment entities. The GHC Fund will bear these costs regardless of its profitability. Substantial Fees and Expenses; Incentive Compensation. Eversept receives an annual management fee and GP I receives a performance based performance allocation. In addition, the GHC Fund pays all legal, regulatory, filing and accounting expenses, transaction fees and other related expenses. The expenses to which the GHC Fund will be subject could be substantial and will dilute returns realized by investors. Moreover, the performance allocation may provide an incentive for Eversept, an affiliate of GP I, to cause the GHC Fund to make more speculative, higher risk investments than would be the case in the absence of such arrangements. Broad Discretionary Power to Choose Investments and Strategies. While the GHC Fund’s strategies focus primarily on the healthcare sector, Eversept has discretion to make investments in other sectors. The GHC Fund Governing Document gives GP I broad discretionary power to decide what investments the GHC Fund will make and what strategies it will use. GP I has delegated such discretionary power to Eversept under the investment management agreement, subject to GP I’s supervision. While Eversept currently intends to use the strategies described in the offering memorandum of the GHC Fund, it is not obligated to do so, and it may choose any other investments and strategies that it believes are advisable. No Participation in Management. The investors have no right to take part in the conduct or control of the business of the GHC Fund. In connection with the management of the GHC Fund’s business, GP I, Eversept and their principals will devote only such time to Fund matters as they, in their sole discretion, deem appropriate. Limitation of Liability and Indemnification of GP I and Eversept. Under the Partnership Act, a general partner is accountable to the limited partners as a fiduciary and, consequently, is required to exercise good faith and integrity in handling partnership affairs. The GHC Fund Governing Document provides that GP I and Eversept shall be indemnified against, and shall not be liable for, any loss or liability incurred in connection with the affairs of the GHC Fund, so long as such loss or liability arose from acts performed in good faith and not involving gross negligence or willful misconduct. Therefore, an investor may have a more limited right of action against GP I or Eversept than an investor would have had absent these provisions in the GHC Fund Governing Document. It is the policy of the United States Securities and Exchange Commission that indemnification for violations of securities laws is against public policy and therefore unenforceable.

No Minimum Capitalization. No minimum level of capital is required to be maintained by the GHC Fund. As a result of losses or withdrawals, the GHC Fund may not have sufficient capital to diversify its investments to the extent desired or currently contemplated by GP I. No Minimum Size of Fund. The GHC Fund may begin operations without attaining any particular level of capitalization. At low asset levels, the GHC Fund may be unable to make its investments as fully as would otherwise be desirable or to take advantage of potential economies of scale, including the ability to obtain the most timely and valuable research and trading information from securities brokers. It is possible that even if the GHC Fund operates for a period with substantial capital, investors’ withdrawals could diminish the GHC Fund’s assets to a level that does not permit the most efficient and effective implementation of the GHC Fund’s investment program. Liability of an Investor for the Return of Capital Contributions. If the GHC Fund should become insolvent, the investors may be required to return any property distributed to them at the time the GHC Fund was insolvent, and forfeit their capital account. Delayed Schedule K-1s. Eversept will endeavor to provide a Schedule K-1 to each Investor for any given calendar year prior to April 15 of the following year. In the event that the Schedule K-1 is not available by such date, the Investors will have to file for an extension and pay taxes based on an estimated amount. Lack of Insurance. The assets of the GHC Fund are not insured by any government or private insurer except to the extent portions may be deposited in bank accounts insured by the United States Federal Deposit Insurance Corporation or with brokers insured by the United States Securities Investor Protection Corporation and such deposits and securities are subject to such insurance coverage (which, in any event, is limited in amount). Therefore, in the event of the insolvency of a depository or custodian, the GHC Fund may be unable to recover all of its funds or the value of its securities so deposited and neither GP I, Eversept nor the Portfolio Manager will be liable for such unrecovered funds and/or securities. Classes and Side Letters. The GHC Fund may, from time to time and in GP I’s sole discretion (without notification or approval of any investor) create new classes 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 and/or different rights (including, without limitation, with respect to access to information, management fees, incentive allocations, minimum investment amounts, investment portfolios, and liquidity terms) than other investors. As a result, should the GHC Fund experience a decline in performance over a period of time, an investor that is party to a Side Letter that permits less notice and/or different withdrawal times may be able to withdraw interests/shares prior to other investors. The GHC Fund will not be required to notify any or all of the other investors of any such classes or Side Letters or any of the rights and/or terms or provisions thereof, nor will the GHC Fund be required to offer such additional and/or different rights and/or terms to any or all of the other investors. Investors will have no recourse against the GHC Fund, GP I, Eversept and/or any of their affiliates in the event that certain investors receive additional and/or different rights and/or terms as a result of such Side Letters. Cross-Portfolio or Cross-Class Liability and Associated Conflicts. The GHC Fund may allocate profits and losses attributable to a certain type of investments or transactions to a particular investor or investors. By way of example, GP I may offer other classes of interests whose capital is allocated only to a particular portion of the GHC Fund's overall portfolio, and may invest such capital on a pari passu basis with investments made on behalf of other investors. While each investment made by an investor, regardless of class, represents a separate capital account and will be maintained with separate accounting records, the GHC Fund is one legal entity. Thus, all assets held by the GHC Fund will be subject to potential claims relating to liabilities of the GHC Fund, even if the liability relates to a particular type of investment in the GHC Fund's portfolio and/or a particular class of the GHC Fund in which not all investors participate. In practice, such cross-portfolio or cross-class liability will usually only arise where the capital accounts of investors having an interest in the assets to which such liabilities relate, become insolvent, exhausted or otherwise unable to meet all such liabilities.

To the extent that an investor participates solely in a certain portion of the GHC Fund’s portfolio, such investor's investment in the GHC Fund may be subject to greater or different risks than the investments of other investors, due to, among other reasons, geographic concentration of investments, differing degrees of diversification, greater use of borrowing and margin financing or a greater percentage exposure to certain instruments, including derivatives and other instruments with imbedded leverage. Artificial Intelligence Technologies. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), create opportunities for the Eversept, the GP, the Fund and the Funds investments, as well as risks. Eversept uses and expects to expand its use of AI Technologies in connection with its business, operational and investment research activities and expects the Fund’s service providers and counterparties to also use such technologies. Eversept will not be able to control the use of AI Technologies in third-party products or services. While actual usage of such AI Technologies will vary across Eversept’s business, the ultimate investment decisions for the Fund will be made by the Investment Team. Eversept has adopted and expects from time to time to update usage policies and procedures governing the use of AI Technologies by its personnel, but certain risks remain with such use. AI Technologies are highly reliant on the collection and analysis of large amounts of data and complex algorithms, but it is not possible to incorporate all relevant data into models that AI Technologies utilize to operate. Therefore, it is understood that data in such models may contain a degree of inaccuracy and error (potentially materially so) or otherwise be inadequate or flawed, which impact the effectiveness of AI Technologies. The volume and reliance on data and algorithms also make AI Technologies, and in turn the users of such AI Technologies (such as the Investment Manager), more susceptible to cybersecurity threats. Moreover, use of AI Technologies by Eversept, the GP and the investment team could include the inadvertent input of confidential information (including material non-public information and personal information), resulting in such confidential information becoming part of a dataset that is accessible by AI Technologies applications and users, potentially leading to legal and regulatory enforcement actions. Regulations related to AI Technologies may also impose certain obligations on organizations that use AI Technologies, and the costs of monitoring, responding and complying with such regulations could have an adverse effect on Eversept, the GP, the Fund and the Fund’s investments. AI Technologies and their future applications, as well as the compliance frameworks within which they operate, continue to evolve, and it is impossible to predict the full extent of current or future risks related thereto. Cybersecurity, Security Breaches and Disruptions. In the ordinary course of business, the GHC Fund, Eversept, GP I and their service providers collect and store, on such parties’ networks and/or on the networks of their third-party vendors, sensitive data including the intellectual property, trading data and personally identifiable information of the investors. The secure processing, maintenance and transmission of this information is critical to the GHC Fund’s operations. Eversept has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time resulting in the information stored therein being accessed, publicly disclosed, lost and/or stolen. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to Eversept may be susceptible to compromise, leading to a breach of Eversept’s network. Eversept’s systems or facilities may be susceptible to attacks by hackers and/or breaches as a result of employee error or malfeasance, government surveillance, or other security threats and technological disruptions. On-line services provided by Eversept to the investors may also be susceptible to compromise. Breach of Eversept’s information systems may cause information relating to the transactions of the GHC Fund and personally identifiable information of the investors to be lost or improperly accessed, used or disclosed. The service providers of Eversept and the GHC Fund are subject to the same electronic information security threats as Eversept. If a service provider fails to adopt or adhere to adequate data security policies, or in the

event of a breach of its networks, information relating to the transactions of the GHC Fund and personally identifiable information of the investors may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of Eversept’s or the GHC Fund’s proprietary information may have legal ramifications (including legal claims or proceedings, liability under laws that protect the privacy of personal information and regulatory penalties under federal and/or state securities laws) and may result in the disclosure or misuse of confidential information concerning the investors, cause financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational harm to GP I, Eversept and/or the GHC Fund and increase their respective costs. Any of the foregoing events could have a material adverse effect on the GHC Fund and the investors' investments therein. Securities of Healthcare-Related Companies; Concentration of Investments. The GHC Fund will invest primarily in companies engaged in the healthcare industry. Investment in the healthcare industry has its unique set of risks, including, but not limited to, risks associated with technical complexity, highly binary outcomes, regulatory scrutiny and clinical trial risks and any combination thereof. As a consequence the GHC Fund’s results will be more affected by industry specific events and trends than would be the case with a more diversified fund that invested across a variety of industries or sectors. Despite the GHC Fund’s long and short approach to investing, the GHC Fund will likely be affected by directional movements of the healthcare sector. Healthcare-related companies are generally subject to greater governmental regulation than other companies at both the state and federal levels. Changes in governmental policies may have a material effect on the demand for or costs of certain products and services. A healthcare-related company generally must receive government approval before introducing new drugs and medical devices or procedures. This process may delay the introduction of these products and services to the marketplace, resulting in increased development costs, delayed cost-recovery and loss of competitive advantage to the extent that rival companies have developed competing products or procedures, adversely affecting the company’s revenues and profitability. Government action is unpredictable and often inconsistent, increasing the risks associated with this process. Certain healthcare-related companies depend on the exclusive rights or patents for the products they develop and distribute. Patents have a limited duration and, upon expiration, other companies may market substantially similar “generic” products which cost less to develop and may cause the original developer of the product to lose market share or reduce the price charged for the product, resulting in lower profits for the original developer. Also, because the products and services of healthcare-related companies affect the health and well-being of many individuals, these companies are especially susceptible to product liability lawsuits. The share price of a healthcare-related company can drop dramatically not only as a reaction to an adverse judicial ruling, but also from the adverse publicity accompanying threatened litigation. In addition, the GHC Fund may invest in companies that are engaged in regulatory processes or are conducting clinical trials for potentially important products. In the event that the trials are unsuccessful or the entity is unable to comply with regulatory requirements or is unsuccessful in the regulatory process, the value of the relevant entity may decline significantly causing losses to the GHC Fund. Conversely, a short position could rise significantly, if, despite expectations, the company achieves significant success in such regulatory processes. In addition, certain of the entities in which the GHC Fund invests may have one or more streams of royalty payments. Failure to collect those payments or the discontinuation of payments may cause losses to the GHC Fund. Recently enacted legislation may significantly impact the profitability of companies operating in the healthcare sector by, among other things, limiting certain procedures eligible for reimbursement, regulating pricing of certain drugs and treatments, regulating reimbursement rates and other similar changes. In addition to investing primarily in the healthcare industry, the GHC Fund Governing Document does not limit the amount of the GHC Fund’s assets that may be invested in a single company, security, sub-sector, region or country. The GHC Fund may also invest outside the healthcare industry. The concentration of the GHC Fund’s portfolio in a small number of issuers would subject the GHC Fund to a greater degree of risk with respect to events adversely affecting such issuers or economic downturns in the healthcare industry as a whole.

The Effect of Healthcare Reform. In addition to historic and well-known regulation of healthcare-related companies, the United States enacted in 2010 a comprehensive set of laws and regulations (the Patient Protection and Affordable Care Act, etc.) that has significant effects (negative or positive) on healthcarerelated companies. Among other things, such legislation increased the number of individuals that are expected to be included in the existing private-insurance system; restricted the ability of insurers to deny coverage to individuals with pre-existing conditions; imposed significant new regulations on the operations of healthcare companies in various sub-sectors of the industry; increased tax burdens, regulation and the role of government in setting healthcare policy and made numerous other changes, the effects of which will likely play out over many years. The effect of this legislation on companies in the GHC Fund’s portfolios is difficult or impossible to predict, as it represents a significant departure point from historic regulation of companies in this sector, and could have an adverse effect on the GHC Fund’s investments or trading positions. The recently enacted healthcare laws and regulations might be repealed in the future and the effect of any subsequent or replacement legislation is unpredictable and unknown and might impair the profitability of the GHC Fund’s strategy or the healthcare sector. On August 16, 2022, former President Joe Biden signed into law the Inflation Reduction Act of 2022 which, among other things, authorized Medicare, the US public health insurance program for senior citizens and people with disabilities, to negotiate prices for some of the most expensive prescription medicines it covers. The act penalizes drug manufacturers that increase the prices of their products at rates faster than inflation and creates a cap on out-of-pocket drug costs for Medicare beneficiaries. In addition, the act also extended federal subsidies that help millions of people afford private health insurance purchased through a government-operated marketplace. President Trump has continued to negotiate with drug manufacturers to lower prescription drug prices for Medicare and Medicaid recipients through the use of “most favored nation” pricing. The use of “MFNs” and other such health reform endeavors may impact the Fund’s portfolio in ways which may be difficult to predict. Macroeconomic and Other Factors Affecting Healthcare Companies. As is the case for any given portfolio of securities positions, the values of those positions will be determined by a variety of factors: some related specifically to the companies and industries in which investments are made and others being extrinsic to those companies and industries. Healthcare companies at numerous times have been especially subject to such exogenous factors affecting their valuation. For example, large pharmaceutical companies or drug stores, which historically have had relatively stable and reliable series of cash flows, have at times been viewed as “defensive” investments, as those cash flows tend to remain relatively intact even during periods of low or declining economic growth. Thus, in such periods the share prices of those companies may trade at premiums to their fundamental valuations, and, conversely, in periods of robust economic growth, the prices of such companies may decline, even though their business fundamentals may be robust, as investors shift capital away from such “defensive” to more cyclical sectors of the capital markets. Conversely, smaller biotechnology companies, which may, for instance, be experiencing negative cash flow to fund development programs but which may trade based on the promise of future, albeit risky prospects, may thrive in such an economically-robust environment, as investors’ appetite for “risky” assets may be correlated with economic expansions of the type that benefit “cyclical” stocks. Other exogenous factors of these types, including levels of interest rates, credit spreads, perceptions of credit market health, sovereign credit risks, tax and regulatory policy and other factors entirely unrelated to the business fundamentals of the healthcare industry – all of which are extremely difficult to analyze and prognosticate – may nonetheless have a material effect on the valuation of the investments held by the GHC Fund. Recent Market Events Risk. Local, regional or global events such as war or other economic, political, or global macro factors and events could lead to a substantial economic downturn in the U.S. and global economies and have a significant impact on the Fund and its investments. The length of these events and the recovery from such downturns are uncertain and could last for an extended period of time and/or result in significant volatility, and many of the risks discussed herein associated with an investment in the Fund could be increased. High Growth Industry-Related Risks. The GHC Fund will have investments in the securities of high growth companies. These securities may be very volatile. In addition, these companies may face undeveloped or

limited markets, have limited products, have no proven profit-making history, may operate at a loss or with substantial variations in operating results from period to period, have limited access to capital or be in the developmental stages of their businesses, have limited ability to protect their rights to certain patents, copyrights, trademarks and other trade secrets, or be otherwise adversely affected by the extremely competitive markets in which many of their competitors operate. A company that has had a high growth rate in the past may trade at a high multiple. If the rate of growth slows the price of the company’s stock may suffer a substantial decline. Hedging Transactions. The GHC Fund may utilize financial instruments such as forward contracts, options and interest rate swaps, caps and floors to seek to hedge against fluctuations in the values of its portfolio positions resulting from changes in currency exchange rates, certain changes in the equity markets and changes in interest rates. Hedging against a decline in the value of portfolio positions does not eliminate fluctuations in the values of portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the portfolio positions’ value. Such hedging transactions also limit the opportunity for gain if the value of the portfolio positions should increase. Moreover, it may not be possible for the GHC Fund to hedge against a fluctuation at a price sufficient to protect the GHC Fund’s assets from the decline in value of the portfolio positions anticipated as a result of such fluctuations. For example, the cost of options is related, in part, to the degree of volatility of the underlying securities. Accordingly, options on highly volatile securities may be more expensive than options on other securities and of limited utility in hedging against fluctuations in those securities. Eversept is not obligated to establish hedges for portfolio positions or foreign currency exposure and may choose not to do so. To the extent that hedging transactions are effected, their success is dependent on Eversept’s ability to correctly predict movements in the direction of currency and interest rates and the equity markets or sectors thereof and such hedging transactions may cause the GHC Fund to suffer additional losses if Eversept’s prediction(s) are inaccurate. Portfolio Concentration. Because the GHC Fund’s investment portfolio will not necessarily be widely diversified, the portfolio may be subject to more, rapid changes in value than would be the case if the GHC Fund were required to maintain a wide diversification among different types of industries, markets, companies and/or securities and other instruments. Losses in one or more large positions in which the GHC Fund is concentrated, could materially adversely affect the GHC Fund’s performance in a particular period and could have a material adverse effect on the GHC Fund’s overall financial condition. More concentrated positions inherently bring more company-specific risk. Competition. The securities industry and the varied strategies and techniques to be engaged in by Eversept are extremely competitive, with each involving a degree of risk. The GHC Fund will compete with firms, including many of the larger securities and investment banking firms, which have substantially greater financial resources and research staffs. Market Volatility. The profitability of the GHC Fund substantially depends upon Eversept correctly assessing the future price movements of stocks, bonds, options on stocks, and other securities. Eversept cannot guarantee that it will be successful in accurately predicting price movements or other external factors that may create volatility. Assumption of Catastrophe Risks. The Fund may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters; war, terrorism and other armed conflicts; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which the Fund directly or indirectly invests (or has a material negative impact on the operations of the General Partner or the Investment Manager or on a counterparty), the risks of loss can be substantial and could have a material adverse effect on the Partnership and the Limited Partner’s investments therein. In addition, during any period of uncertainty, disruption and volatility in the economic and financial markets, no assurance can be provided that the net asset value of

the Partnership will reflect the actual price at which the Partnership’s portfolio could be liquidated, and Interests may be issued and withdrawals may be processed based on a net asset value that does not reflect the actual fair value of investments and other assets. Deterioration in Markets or the Economy in General May Cause the GHC Fund to Experience Losses. The last financial crisis in the U.S. and many non-U.S. economies, including the European sovereign debt and banking crises, resulted in an unusually high degree of volatility in the financial markets, both within and outside the United States. There is no assurance that these conditions will not repeat themselves in the next economic downturn. In addition, global economies and financial markets are substantially interconnected, which increases the possibilities that conditions in one country or region might adversely impact conditions in a different country or region. For example, issues involving "Brexit" (the withdrawal of the United Kingdom from the European Union) have had worldwide implications. Credit markets worldwide are also facing challenges due to the upcoming discontinuation of LIBOR and the need for interest rates payable on newly issued and existing instruments to be pegged to another market interest rate. The decline of economies in the U.S. and other jurisdictions may represent the beginning of a broader downturn in global markets. The GHC Fund’s investments may be materially adversely affected by such downturn. Fund’s Investment Activities. The GHC Fund’s investment activities involve a significant degree of risk. The performance of any investment is subject to numerous factors which are neither within the control of nor predictable by Eversept. Such factors include an array of economic, political, competitive and other conditions (including acts of terrorism or war) which may affect investments in general or specific industries or companies. Securities markets at times may experience increased volatility, which could adversely affect the ability of the GHC Fund to realize profits. Due to the very nature of the GHC Fund’s investing activities, it is possible that the GHC Fund’s financial performance may fluctuate substantially from period to period. Accuracy of Public Information. Eversept selects investments for the GHC Fund, in part, on the basis of information and data filed by issuers with various government regulators or made directly available to Eversept by the issuers or through sources other than the issuers. Although Eversept evaluates extensive amounts of information and data and typically seeks independent corroboration when Eversept considers it is appropriate and reasonably available, Eversept is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information is not available. Moreover, fundamental research, coupled with extensive due diligence, may not be sufficient to detect fraud by a portfolio company. General Economic Risks. General economic conditions of the business and financial condition of the company that issued a particular security may affect the GHC Fund’s activities. The GHC Fund’s investment activities will involve a variety of risks, including, but not limited to, risks associated with interest rates, default by issuers of securities, yield curve, inflation, liquidity, call options and credit spreads. In addition, general levels of economic activity, the price of securities and participation by other investors in the financial markets may affect the value and number of investments made by the GHC Fund. Material Non-Public Information. By reason of their responsibilities in connection with other activities of Eversept and/or its affiliates, including service as a member of the board of directors of a portfolio company and services in a consulting or advisory role to a portfolio company, the Portfolio Manager or other principals or employees of Eversept and/or its affiliates may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The GHC Fund will not be free to act upon any such information. Due to these restrictions, the GHC Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Equity Securities. The GHC Fund will hold long and short positions in common stock, preferred stock and/or other securities. Equity securities fluctuate in value, often based on factors unrelated to the fundamental economic conditions of the issuer, including general economic and market conditions, and these fluctuations can be pronounced.

Investments in Undervalued Securities. The GHC Fund intends to invest in undervalued securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunities for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the GHC Fund’s investments may not adequately compensate for the business and financial risks assumed. The GHC Fund may make certain speculative investments in securities which Eversept believes to be undervalued, however, there are no assurances that the securities purchased will in fact be undervalued. In addition, the GHC Fund may be required to hold such securities for a substantial period of time before realizing their anticipated value. During this period, a portion of the GHC Fund’s funds would be committed to the securities purchased, thus possibly preventing the GHC Fund from investing in other opportunities. New Issues. The GHC Fund may invest in securities of companies in initial public offerings of any equity security (“new issues”) or shortly thereafter. Special risks associated with these securities may include a limited number of interests available for trading, unseasoned trading, lack of investor knowledge of the company, and a limited operating history. These factors may contribute to substantial price volatility for the interests of these companies and, thus, the interests/shares in the GHC Fund. The limited number of interests available for trading in some initial public offerings may make it more difficult for the GHC Fund to buy or sell significant amounts of interests without an unfavorable impact on prevailing market prices. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. In the event that the GHC Fund invests in new issues, certain investors who are “restricted” within the meaning of FINRA Rule 5130 or FINRA Rule 5131 will be prohibited from participating in such “new issues” in whole or in part. GP I, in its sole discretion, may make special allocations to prevent all or part of the beneficial interest in an investor’s capital account from participating in “new issues” so as to comply with FINRA Rule 5130 and FINRA Rule 5131. Small Companies. The GHC Fund may invest a portion of its assets in small and/or unseasoned companies with small market capitalizations. While smaller companies generally have potential for rapid growth, they often involve higher risks because they may lack the management experience, financial resources, product diversification, and competitive strength of larger companies. In addition, in many instances, the frequency and volume of their trading may be substantially less than is typical of larger companies. As a result, the securities of smaller companies may be subject to wider price fluctuations. When making large sales, the GHC Fund may have to sell portfolio holdings at discounts from quoted prices or may have to make a series of small sales over an extended period of time due to the lower trading volume of smaller company securities. Leverage. When deemed appropriate by Eversept and subject to applicable regulations, the GHC Fund may use leverage in its investment program, including the use of borrowed funds and investments in certain types of options, such as puts, calls and warrants, which may be purchased for a fraction of the price of the underlying securities while giving the purchaser the full benefit of movement in the market of those underlying securities. While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. To the extent the GHC Fund purchases securities with borrowed funds, the magnitude of gains and losses associated with such investments will be greater than if borrowed funds were not used. The level of interest rates generally, and the rates at which such funds may be borrowed in particular, could affect the operating results of the GHC Fund. If the interest expense on borrowings were to exceed the net return on the portfolio securities purchased with borrowed funds, the GHC Fund’s use of leverage would result in a lower rate of return than if the GHC Fund were not leveraged. If the amount of borrowings which the GHC Fund may have outstanding at any one time is large in relation to its capital, fluctuations in the market value of the GHC Fund’s portfolios will have disproportionately large effects in relation to the GHC Fund’s capital and the possibilities for profit and the risk of loss will therefore be increased. Any investment gains made with the additional monies borrowed will generally

cause the Net Asset Value of the GHC Fund to rise more rapidly than would otherwise be the case. Conversely, if the investment performance of the additional monies borrowed fails to cover their cost to the GHC Fund, the Net Asset Value of the GHC Fund will generally decline faster than would otherwise be the case. Certain of the GHC Fund’s trading and investment activities may be subject to Federal Reserve Board (“FRB”) margin requirements which are computed each day. At present, the FRB’s Regulation T permits a broker to lend no more than 50% of the purchase price of “margin stock” bought by a customer. When the market value of a particular open position changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a “margin call” on the customer is made. If the customer does not deposit additional funds with the broker to meet the margin call within a reasonable time, the customer’s position may be closed out. In the event of a precipitous drop in the value of the assets managed by the GHC Fund, the GHC Fund might not be able to liquidate assets quickly enough to pay off the margin debt and might suffer mandatory liquidation of positions in a declining market at relatively low prices, incurring substantial losses. With respect to the GHC Fund’s trading activities, the GHC Fund, and not the investors personally, will be subject to margin calls. Overall, the use of leverage, while providing the opportunity for a higher return on investments, also increases the volatility of such investments and the risk of loss. Investors should be aware that an investment program utilizing leverage is inherently more speculative, with a greater potential for losses, than a program that does not utilize leverage. In the event the GHC Fund obtains a credit facility, Eversept’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 GHC Fund’s trading may have to abide by certain formulas, or the GHC 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 GHC Fund’s assets and/or trading activities and no distributions would thereafter be made or withdrawals effected without the lender’s consent. Short Sales. Eversept intends to sell securities short. Short selling involves the sale of a security that the GHC Fund does not own and must borrow in order to make delivery in the hope of purchasing the same security at a later date at a lower price. In order to make delivery to its purchaser, the GHC Fund must borrow securities from a third party lender. The GHC Fund subsequently returns the borrowed securities to the lender by delivering to the lender the securities it receives in the transaction or by purchasing securities in the open market. The GHC Fund must generally pledge cash with the lender equal to the market price of the borrowed securities. This deposit may be increased or decreased in accordance with changes in the market price of the borrowed securities. During the period in which the securities are borrowed, the lender typically retains his right to receive interest and dividends accruing to the securities. In exchange, in addition to lending the securities, the lender generally pays the GHC Fund a fee for the use of the GHC Fund’s cash. This fee is based on prevailing interest rates, the availability of the particular security for borrowing and other market factors. Theoretically, securities sold short are subject to unlimited risk of loss because there is no limit on the price that a security may appreciate before the short position is closed. In addition, the supply of securities that can be borrowed fluctuates from time to time. The GHC Fund may be subject to losses if a security lender demands return of the lent securities and an alternative lending source cannot be found. In such event, the GHC Fund would be required to close out the short at an inopportune time. Such demands by lenders to return securities typically happen at times that are not advantageous to the GHC Fund and may cause the GHC Fund to incur a significant loss. Liquidity Risk. If the GHC Fund decides to invest in investments which are non-marketable or illiquid or the GHC Fund invests in securities that are or become non-marketable or illiquid, such that either no market exists for them or they are restricted as to their transferability under federal and state securities laws, the sale of these investments may be made at substantial discounts, delayed or impossible or the GHC Fund

may be required to hold such investments for significant periods of time. Furthermore, Eversept may designate such investments as Illiquid Investments. In addition, the illiquidity of a security or other instrument held by the GHC Fund may also make it difficult for Eversept to value such investments. During periods of market dislocation, the ability to receive reliable, independent third party mark -to -market valuations on assets and the ability to either buy or sell in a short period, if at all, at reasonable execution costs has been severely challenged. It may not always be possible for the GHC Fund to execute a buy or sell order on exchanges at the desired price or to liquidate an open position due to market conditions, including the operation of daily price fluctuation limits. Realization of value from such investments may be different in the short term, or may have to be made at a substantial discount to recent trading prices and/or Eversept’s assessment of fair value. If trading on an exchange is suspended or restricted, the GHC Fund may not be able to execute trades or close out positions on terms that Eversept believes are desirable. Options and Other Derivative Instruments. The GHC Fund may invest in derivative instruments. The prices of many derivative instruments, including many options and swaps, are highly volatile. Price movements of options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, national and international political and economic events and policies, and assumptions by valuation agents. The value of options and swap agreements also depends upon the price of the securities or currencies underlying them. The GHC Fund is also subject to the risk of the failure of any of the exchanges on which its positions trade or of their clearinghouses or of counterparties. The cost of options is related, in part, to the degree of volatility of the underlying securities. Accordingly, options on highly volatile securities may be more expensive than options on other securities. Put options and call options typically have similar structural characteristics and operational mechanics regardless of the underlying instrument on which they are purchased or sold. A put option gives the purchaser of the option, upon payment of a premium, the right to sell, and the writer the obligation to buy, the underlying security, commodity, index, currency or other instrument at the exercise price. A call option, upon payment of a premium, gives the purchaser of the option the right to buy, and the seller the obligation to sell, the underlying instrument at the exercise price. If a put or call option purchased by the GHC Fund were permitted to expire without being sold or exercised, the GHC Fund would lose the entire premium it paid for the option. The risk involved in writing a put option is that there could be a decrease in the market value of the underlying security caused by rising interest rates or other factors. If this occurred, the option could be exercised and the underlying security would then be sold to the GHC Fund at a higher price than its current market value. The risk involved in writing a call option is that there could be an increase in the market value of the underlying security caused by declining interest rates or other factors. If this occurred, the option could be exercised and the underlying security would then be sold by the GHC Fund at a lower price than its current market value. Purchasing and writing put and call options and, in particular, writing “uncovered” options are highly specialized activities and entail greater than ordinary investment risks. In particular, the writer of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security or currency above the exercise price of the option. This risk is enhanced if the security being sold short is highly volatile and there is a significant outstanding short interest. These conditions exist in the stocks of many companies. The securities necessary to satisfy the exercise of the call option may be unavailable for purchase except at much higher prices. Purchasing securities to satisfy the exercise of the call option can itself cause the price of the securities to rise further, sometimes by a significant amount, thereby exacerbating the loss. Accordingly, the sale of an uncovered call option could result in a loss by the GHC Fund of all or a substantial portion of its assets. Swaps and certain options and other custom instruments are subject to the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty.

Market or Interest Rate Risk. The price of most fixed income securities move in the opposite direction of the change in interest rates. For example, as interest rates rise, the prices of fixed income securities fall. If the GHC Fund holds a fixed income security to maturity, the change in its price before maturity may have little impact on the GHC Fund’s performance; however, if the GHC Fund has to sell the fixed income security before the maturity date, an increase in interest rates could result in a loss to the GHC Fund. Call Option Risk. Many bonds, including agency, corporate and municipal bonds, and all mortgage-backed securities, contain a provision that allows the issuer to “call” all or part of the issue before the bond’s maturity date. The issuer usually retains this right to refinance the bond in the future if market interest rates decline below the coupon rate. There are three disadvantages to the call provision. First, the cash flow pattern of a callable bond is not known with certainty. Second, because the issuer will call the bonds when interest rates have dropped, the GHC Fund is exposed to reinvestment rate risk – the GHC Fund will have to reinvest the proceeds received when the bond is called at lower interest rates. Finally, the capital appreciation potential of a bond will be reduced because the price of a callable bond may not rise much above the price at which the issuer may call the bond. Inflation Risk. Inflation risk results from the variation in the value of cash flows from a security due to inflation, as measured in terms of purchasing power. For example, if the Partnership purchases a 5-year bond in which it can realize a coupon rate of 5%, but the rate of inflation is 6%, then the purchasing power of the cash flow has declined. For all but inflation linked bonds, adjustable bonds or floating rate bonds, the Partnership is exposed to inflation risk because the interest rate the issuer promises to make is fixed for the life of the security. To the extent that interest rates reflect the expected inflation rate, floating rate bonds have a lower level of inflation risk. Investments in Non-U.S. Securities. The GHC Fund intends to invest and trade a significant portion of its assets in non-U.S. securities, which will give rise to risks relating to political, social and economic developments abroad, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuers and markets are subject: These risks may include political or social instability, the seizure by foreign governments of company assets, acts of war or terrorism, withholding taxes on dividends and interest, high or confiscatory tax levels, and limitations on the use or transfer of portfolio assets. Enforcing legal rights in some foreign countries is difficult, costly and slow, and there are sometimes special problems enforcing claims against foreign governments. Foreign securities often trade in currencies other than the U.S. dollar, and the GHC Fund may directly hold foreign currencies and may purchase and sell foreign currencies through forward exchange contracts. If the GHC Fund does not hedge its foreign currency exposure, changes in currency exchange rates will affect the GHC Fund’s Net Asset Value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. An increase in the strength of the U.S. dollar relative to these other currencies may cause the value of the GHC Fund’s investments to decline. Some foreign currencies are particularly volatile. Foreign governments may intervene in the currency markets, causing a decline in value or liquidity of the GHC Fund’s foreign currency holdings. If the GHC Fund enters into forward foreign currency exchange contracts for hedging purposes, it may lose the benefits of advantageous changes in exchange rates. On the other hand, if the GHC Fund enters forward contracts for the purpose of increasing return, it may sustain losses. Non-U.S. securities markets may be less liquid, more volatile and less closely supervised by the government than in the United States. Foreign countries often lack uniform accounting, auditing and financial reporting standards, and there may be less public information about their operations. Eversept may invest in emerging markets, many of which are subject to significant risks due to the general lack of infrastructure in their legal, judicial, regulatory and settlement systems. Investors in emerging market securities are subject to uncertainty regarding their rights and legal recourse. In particular, risks specifically associated with investments made on behalf of the GHC Fund in emerging market securities include: political risk; economic risk; and transaction risk.

Risk of Default or Bankruptcy of Third Parties. The GHC Fund may engage in transactions in securities and financial instruments that involve counterparties. Under certain conditions, the GHC Fund could suffer losses if a counterparty to a transaction were to default or if the market for certain securities and/or financial instruments were to become illiquid. In addition, the GHC Fund could suffer losses if there were a default or bankruptcy by certain other third parties, including brokerage firms and banks with which the GHC Fund does business, or to which securities have been entrusted for custodial purposes. Strategy Restrictions. Certain institutions may be restricted from directly utilizing investment strategies of the type the GHC Fund may engage in. Such institutions should consult their own advisors, counsel and accountants. Trading Limitations. For all securities listed on a securities exchange, including options listed on a public exchange, the exchange generally has the right to suspend or limit trading under certain circumstances. Such suspensions or limits could render certain strategies difficult to complete or continue and subject the GHC Fund to loss. Also, such a suspension could render it impossible for Eversept to liquidate positions and thereby expose the GHC Fund to potential losses. Limited Regulatory Oversight. The GHC Fund is not registered as an “investment company” under the Investment Company Act of 1940, as amended (“Investment Company Act”). Additionally, neither GP I nor Eversept is registered as a commodity pool operator pursuant to the exemption provided under Section 4.13(a)(3) of the CEA and Eversept is not registered as a commodity trading adviser. Accordingly, investors will not benefit from some of the protections afforded by these statutes. Tax Risk. The tax aspects of an investment in the GHC 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 private investment vehicles. The GHC Fund is not intended and should not be expected to provide any tax shelter, but is organized as a limited partnership to permit any distributions it might make to be made without being taxed as dividends. Tax Exempt Entities. Certain prospective investors may be subject to federal and state laws, rules and regulations which may regulate their participation in the GHC Fund, or their engaging directly, or indirectly through an investment in the GHC Fund, in investment strategies of the types which the GHC Fund utilizes from time to time. While the GHC Fund believes its investment program may be appropriate for tax-exempt organizations for which an investment in the GHC Fund would otherwise be suitable, each type of exempt organization may be subject to different laws, rules and regulations, and prospective investors should consult with their own advisers as to the advisability and tax consequences of an investment in the GHC Fund. In particular, exempt organizations should consider the applicability to them of the provisions relating to “unrelated business taxable income.” Investments in the Master Fund by entities subject to ERISA, and other tax-exempt entities require special consideration. Unless GP I determines otherwise, tax exempt investors must invest in the Master Fund’s investment program through the Offshore Fund. Master Fund Tax Audit Risk. Under the general rule imposed under recently enacted legislation, an audit adjustment by the U.S. Internal Revenue Service (the “IRS”) of the Master Fund's U.S. tax return filed or required to be filed for any tax year beginning during or after 2018 (a “Reviewed Year”) could result in a tax liability (including interest and penalties) imposed on the Master Fund for the year during which the adjustment is determined (the “Adjustment Year”). The tax liability generally is determined by using the highest tax rates under the United States Internal Revenue Code of 1986, as amended (the “Code”) applicable to U.S. taxpayers in effect for the Reviewed Year, in which case any Adjustment Year investors could bear the audit tax liability at significantly higher rates (including interest and penalties) arising from audit adjustments and in amounts that are unrelated to their Reviewed Year economic interests in the Master Fund items that were adjusted. To mitigate the potential adverse consequences of the general rule, the Master Fund may be able to elect to pass through such audit adjustments for any year to its investors who participated in the Master Fund for the Reviewed Year, in which case each Reviewed Year participating investor (and not the Master Fund) generally would be responsible for the payment of any tax deficiency, determined after including their share

of the adjustments on their tax returns for the Adjustment Year.1 An investor may also be able to mitigate such adverse consequences by, after the audit adjustments are made, filing an amended U.S. tax return for the Reviewed Year and paying tax, if any, on its share of the items adjusted on audit. However, the extent to which the Master Fund and/or any investor will be able to mitigate the operation of the general rule under either of these alternatives is highly uncertain and may depend upon future regulatory guidance and amendments to the legislation. Business and Regulatory Risks of Hedge Funds. Legal, tax and regulatory developments that may adversely affect the GHC Fund could occur during the term of the GHC Fund. Securities and futures markets are subject to comprehensive statutes, regulations and margin requirements enforced by the SEC, other regulators and self-regulatory organizations and exchanges authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The regulatory environment for private funds is evolving, and changes in the regulation of private funds and their trading activities may adversely affect the ability of the GHC Fund to pursue its investment strategy, its ability to obtain leverage and financing and the value of investments held by the GHC Fund. There has been an increase in governmental, as well as self-regulatory, scrutiny of the alternative investment industry in general. For instance, the SEC issued an emergency order in September 2008 temporarily banning short-selling of publicly traded securities of certain financial firms and requiring institutional investment managers, including hedge fund managers, to file a report each week disclosing their short selling and short positions in most U.S.-listed equity securities for each day of the prior week. On or about the same time, other jurisdictions (e.g., United Kingdom, Australia, Ireland) enacted emergency regulations, imposing similar regulations to those enacted by the SEC. It is impossible to predict what, if any, changes in regulations may occur, but any regulations which restrict the ability of the GHC Fund to trade in securities or the ability of the GHC Fund to employ, or brokers and other counterparties to extend, credit in its trading (as well as other regulatory changes that result) could have a material adverse impact on the GHC Fund's portfolio. The GHC Fund, Eversept and/or GP I may also be subject to regulation in jurisdictions in which the GHC Fund and Eversept engage in business. Investors should understand that the GHC Fund's business is dynamic and is expected to change over time. Therefore, the GHC Fund may be subject to new or additional regulatory constraints in the future. This Memorandum cannot address or anticipate every possible current or future regulation that may affect Eversept, GP I, the GHC Fund or their businesses. Such regulations may have a significant impact on the investors or the operations of the GHC Fund, including, without limitation, restricting the types of investments the GHC Fund may make, preventing the GHC Fund from exercising its voting rights with regard to certain financial instruments, requiring the GHC Fund to disclose the identity of its investors or otherwise. GP I may, in its sole discretion, cause the GHC Fund to be subject to such regulations if it believes that an investment or business activity is in the GHC Fund's interest, even if such regulations may have a detrimental effect on one or more investors. Prospective investors are encouraged to consult their own advisors regarding an investment in the GHC Fund. MiFID II. The European Union’s (the “EU”) second Markets in Financial Instruments Directive 2014/65/EU, laws and regulations introduced by Member States of the EU to implement it and the EU’s Markets in Financial Instruments Regulation 600/2014 (together "MIFID II"), which came into force on 3 January 2018, impose new regulatory obligations and costs on EU trading venues and investment firms such as broker-dealers and distributors. While the AIFM Directive provides the legislative framework for alternative investment fund management, MiFID II covers virtually all other investment services and activities. MiFID II also encompasses market structural reforms and trading obligations, enhanced transparency requirements both pre- and post-trade

If such an election is made by the Master Fund, interest on any deficiency will be at a rate that is 2 percentage points higher than the otherwise applicable interest rate on tax underpayments.

and numerous investor protection-type requirements which extend to product design and governance to conflicts of interest and inducements. The United States is not part of the EU and has not implemented MiFID II. Nevertheless, MiFID II has extra-territorial reach beyond the EU and does impact non-EU entities depending on extent of nexus with the EU. Any regulatory changes arising from implementation of MiFID II may increase the expenses of the GHC Fund or Eversept related to compliance with MiFID II and may have a negative impact. In particular, MiFID II requires certain standardized OTC derivatives to be executed on regulated trading venues. The overall impact of MiFID II is uncertain and it is unclear how the OTC derivatives markets will adapt to these new regulatory regimes. MiFID II also introduces for the first time within the EU position limit and position reporting requirements in relation to certain commodity derivatives. These measures will impose restrictions on the positions that the GHC Fund may hold in certain commodity derivatives and will be require to more actively monitor such positions. If positions reach the position limit thresholds, the positions will have to be reduced in order to comply with such limits. In addition, MiFID II introduces wider transparency regimes in respect of trading on EU trading venues and with EU counterparties. MiFID II extends the pre- and post-trade transparency regimes from equities traded on a regulated market to cover equity-like instruments such as depositary receipts, ETFs and certificates that are traded on regulated trading venues as well as to cover non-equities such as bonds, structured finance products, emission allowances and derivatives. The increased transparency regime under MiFID II, together with the restrictions on the use of “dark pools” and other trading venues, will mean a wealth of new information relating to price discovery becoming available. Such increased transparency and price discovery may have macro effects on trading globally, which may have an adverse effect on the net asset value.

Item 9. Disciplinary information

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

Item 10. Other financial industry activities and affiliations

Neither Eversept nor any of its supervised persons is registered, or has an application pending to register, as a broker-dealer or representative of any broker -dealer. Neither Eversept nor any of its supervised persons are registered or applying to register as futures commissions merchants, commodity pool operators, commodity trading advisors, or associated persons of the foregoing entities. To the extent an Advisory Client trades or is deemed to trade in commodity interests, Eversept will maintain certain exemptions from registration with the U.S. Commodity Futures Trading Commission as a commodity pool operator or commodity trading adviser, as applicable, with respect to such Advisory Clients.

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Eversept, its affiliates and its officers, directors, and employees may become aware of, and participate in, business opportunities and investments in which Advisory Clients will not be given an opportunity to participate. Eversept will use its best efforts in connection with the purposes and objectives of each Advisory Client and will devote as much of their business time and effort to the affairs of each Advisory Client as may, in their judgment, be necessary to accomplish the investment objectives of the Advisory Client. Affiliated persons may conduct other business activities, including any business within the securities industry, whether or not such business is in competition with an Advisory Client. Without limiting the generality of the foregoing, Eversept or its affiliated persons may act as the investment adviser for others, may manage funds or capital for others, may have, make and maintain investments in their own name or through other entities, and may serve as officers, directors, consultants, partners or stockholders of one or more investment funds, partnerships, securities firms or advisory firms. It may not always be possible or consistent with the investment objectives of Advisory Clients for the same investment positions to be taken or liquidated at the same time or at the same price.

Item 11. Code of ethics, participation in client transactions and personal trading

Eversept has adopted a Code of Ethics, which is a part of Eversept’s compliance manual and has been designed to comply with the requirements of Advisers Act Rule 204A-1. Among other things, the Code of Ethics (i) requires that all employees comply with federal securities laws, (ii) requires that all employees submit to Eversept reports containing their personal securities holdings and transactions in reportable securities, and that Eversept review such reports, (iii) requires all employees to obtain pre-approval of all personal investments, with limited exceptions; and (iv) contains policies and procedures designed to prevent the misuse of material, non-public information. All personnel of Eversept are required to certify their compliance with the Code of Ethics no less than annually.

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Clients may request a copy of Eversept’s Code of Ethics by contacting Eversept at the address or telephone number listed on the first page of this Brochure. Eversept manages the potential conflicts of interest inherent in personal trading by employees (and certain immediate family members) through rigorous enforcement of its Code of Ethics, which requires, among other things, employees of Eversept to obtain prior approval from the Chief Compliance Officer (or his designee) before engaging in all securities transactions in their personal accounts in reportable securities, with limited exceptions. More specifically, the Code of Ethics contains certain limitations on employee personal investment activities intended to limit the conflict with the interests of Advisory Clients, including a general prohibition on holding single-name securities and derivatives thereof in personal accounts. Generally, if an employee beneficially owns single name securities upon joining Eversept, or obtains beneficial ownership of such securities through inheritance or gifting during their tenure with Eversept, the employee, unless a valid exception applies, must promptly liquidate any holdings in securities issued by companies in the investable universe of Advisory Clients. Employees may continue to hold securities issued by companies that are not in the investable universe of Advisory Clients but may not increase the size of such positions. Any dispositions of single-name holdings may be executed only with pre-approval from the Chief Compliance Officer (or his designee). Certain restrictions are also in place for the trading of ETFs (and their derivatives) focused on the investable universe of Advisory Clients. Employees are permitted to purchase and sell without pre-clearance a narrowly defined universe of instruments (e.g. mutual funds, municipal bonds, treasury securities) and may invest in private placements with preclearance. Eversept serves as the investment manager or sub-adviser to each Fund or Other Account. The activities of one Advisory Client may be in competition with another Advisory Client and/or may involve substantial time and resources of Eversept. Eversept, its employees, affiliates or their related persons may also invest directly or indirectly in any one, some, or all of the Funds. The fact that Eversept, its employees, affiliates or their related persons have a financial ownership interest in the Funds creates a potential conflict in that it could cause Eversept to make different investment decisions than if they did not have such a financial ownership interest. Further, Eversept or its affiliates charge the Funds fees based on a percentage of assets under management via the management fee and based on performance via the incentive allocation or fee. The management fee is payable without regard to the overall success or income earned by the Funds and therefore may create an incentive on the part of Eversept to raise or otherwise increase assets under management to a higher level than would be the case if Eversept were receiving a lower or no management fee. The receipt of an incentive allocation or fee by Eversept or its affiliates may create an incentive for Eversept to make investments for the Funds that are riskier or more speculative than it otherwise would. Furthermore, Eversept and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships, or from engaging in other business activities, even though such activities may be in competition with the existing Advisory Clients and/or may involve substantial time and resources of Eversept. These activities could be viewed as creating a conflict of interest in that the time and effort of the members of Eversept and its affiliates are not devoted exclusively to the business of the existing Advisory Clients, but are allocated between the business of the existing Advisory

Clients, the management of the monies of future Advisory Clients of Eversept and other activities or ventures, including ventures that are operating companies and/or ventures that compete with the Advisory Clients and/or portfolio companies of a Fund and/or related or unrelated employment, which result in various conflicts of interest between such persons and the Advisory Clients. Eversept uses its best judgment to be fair and equitable to all Advisory Clients to minimize this conflict of interest.

Item 12. Brokerage practices

Eversept is responsible for the placement of the portfolio transactions of the Investment Funds and the negotiation of any commissions paid on such transactions. Portfolio securities normally are purchased through brokers on securities exchanges or directly from the issuer or from an underwriter or market maker for the securities. Purchases of portfolio instruments through a broker involve a commission to the broker. Purchases of portfolio securities from dealers serving as market makers include the spread between the bid and the asked price. Eversept also utilizes the services of one or more introducing brokers who will execute the Investment Funds’ brokerage transactions through the broker and custodian who will clear the Investment Funds’ transactions.

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Securities transactions for the Investment Funds are executed through brokers selected by Eversept in its sole discretion and without the consent of the Investment Funds. In placing portfolio transactions, Eversept will seek to obtain best execution for the Investment Funds, taking into account the following factors: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected, taking into account the size of order and difficulty of execution; the financial strength, integrity and stability of the broker; the broker’s risk in positioning a block of securities; the quality, comprehensiveness and frequency of available research services and other soft dollar items considered to be of value in accordance with the safe harbor discussed below; and the competitiveness of commission rates in comparison with other brokers satisfying Eversept’s other selection criteria. Eversept is authorized to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities to brokerage firms that provide it with such investment and research information or to pay higher commissions to such firms if Eversept determines such prices or commissions are reasonable in relation to the overall services provided. Research services furnished by brokers may include written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services; discussions with research personnel; and invitations to attend conferences or meetings with management or industry consultants. Eversept is not required to weigh any of these factors equally. Information so received is in addition to and not in lieu of services required to be performed by Eversept, and the management fee is not reduced as a consequence of the receipt of such supplemental research information. Research services provided by broker-dealers used by the Investment Funds may be utilized by Eversept and its affiliates in connection with their investment services for other clients and, likewise, research services provided by broker-dealers used for transactions of other clients may be utilized by Eversept in performing its services for the Investment Funds. Since commission rates in the United States are negotiable, Eversept’s selection of brokers on the basis of considerations which are not limited to applicable commission rates may at times result in the Investment Funds being charged higher transaction costs than it could otherwise obtain. The term “soft dollars” refers to commissions accumulated by brokers based on an investment manager’s transactions, on behalf of its clients, which may be used by the investment manager to acquire various products or services. The use of client commissions, known as soft dollars, to pay for these products and services (“soft dollar items”), including research and brokerage services, presents investment managers with potential conflicts of interest and may give incentives for investment managers to use certain brokers without regard to their obligations to their clients. For example, Eversept may receive soft dollar items that Eversept would otherwise be obligated to provide to, or acquire at its own expense for, the Investment Funds. Nonetheless, Eversept believes that such soft dollar items may provide the Investment Funds with benefits by supplementing the research and services otherwise available to the Investment Funds. Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), provides a “safe harbor” to investment managers who use soft dollars to obtain investment research and brokerage services. In order to qualify for the safe harbor, the products or services must provide assistance to the investment manager in the performance of its investment decision-making responsibilities, or must relate to the execution of a trade. Eversept intends to use soft dollars generated by eligible Advisory Client’s brokerage transactions to pay for research, other soft dollar items that fall within the safe harbor afforded by Section

28(e), or for products or services the expenses of which would otherwise be required to be paid by the Advisory Client and for certain products and services that might be considered partially within, and partially outside, the safe harbor, i.e. “mixed use” items. Certain of the investment research and brokerage services received by Eversept through soft dollar payments are typically broadly useful and of value to Eversept in rendering investment advisory services to all or a significant portion of its Advisory Clients, but may in certain circumstances be relevant and useful for the management of only one or a few Advisory Client’s accounts, or may be useful for the management of merely a segment of certain Advisory Clients’ accounts, regardless of whether any such account or accounts paid commissions to the broker-dealer through which such research service was obtained. Although Eversept believes that its Advisory Clients benefit overall from the products and services obtained with their soft dollars, Advisory Clients may not benefit equally. Eversept also directs some Fund brokerage business to brokers who refer prospective investors to the Investment Funds. Because such referrals, if any, are likely to benefit Eversept but will provide an insignificant (if any) benefit to investors, Eversept has a potential conflict of interest with an Investment Fund when allocating brokerage business to a broker who has referred investors to the Investment Fund. To prevent brokerage commissions from being used to pay investor referral fees, Eversept will not allocate brokerage business to a referring broker unless Eversept determines in good faith that the commissions payable to such broker are reasonable in relation to those available from non-referring brokers offering services of substantially equal value to an Investment Fund. The GP or Eversept may sell interests in the Eversept Funds through broker-dealers, placement agents and other persons and pay a marketing fee or commission in connection with such activities, including ongoing payments, at the GP’s or Eversept’s own expense (except in circumstances involving directed brokerage). In certain cases, the GP or Eversept reserves the right to pay a one-time fee or sales charge, on a fully disclosed basis, with the consent of the affected investor, to a broker-dealer or placement agent based upon the capital contribution of the investor introduced to an Investment Fund by such broker-dealer or agent. Any such sales charge would be assessed against the referred investor and would reduce the amount actually invested by the investor in the Investment Fund. Eversept may at times determine that certain securities will be suitable for acquisition by the Investment Funds and by other accounts managed by Eversept, and, possibly, including Eversept’s and/or the GP’s own accounts or accounts of an affiliate. If that occurs, and Eversept is not able to acquire the desired aggregate amount of such securities on terms and conditions which Eversept deems advisable, Eversept will endeavor to allocate in good faith the limited amount of such securities acquired among the various accounts for which Eversept considers them to be suitable. Eversept shall make such allocations among the accounts on a pro rata basis, except in circumstances where Eversept determines that a pro rata allocation would not be suitable given the investment policies, strategies and circumstances particular to the various accounts involved. In those circumstances, Eversept may make such allocations among the accounts in a manner which it considers to be fair under the circumstances and as measured over time, including, but not limited to, allocations based on relative account sizes, the degree of risk involved in the securities acquired, and the extent to which a position in such securities is consistent with the investment policies and strategies of the various accounts involved. Eversept may aggregate purchase and sale orders of securities held by one or more Investment Funds with similar orders being made simultaneously for other accounts or entities if, in Eversept’s reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to the respective Investment Funds based on an evaluation that the Investment Funds will be 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 Investment Funds will be effectuated simultaneously with the purchase or sale of like securities for other accounts or entities. In such instances, Eversept will average the price of all units of such security bought or sold by the Investment Funds and other advisory clients of Eversept in any single trading day (the “Average Price”). The price that the Investment Funds and such other Advisory Client(s) pay or receive for such securities bought or sold in the same trading day will be the Average Price multiplied by the number of units of such security bought or sold by the Investment Funds and such other Advisory Client(s), respectively. In rare

circumstances, Eversept may elect to use the actual purchase or sale price instead of the Average Price, if it determines, in its sole discretion, that using the Average Price would be unfairly prejudicial to the Investment Funds or such other Advisory Client(s). An individual trade may be effected at a price that is higher than would have been the case without the aggregation of orders, as contemplated by this paragraph. Eversept, however, believes that the aggregation as a whole will result in a net benefit to the Investment Funds. Eversept does not permit Fund investors to direct it to execute Fund transactions through specific brokerage firms.

Item 13. Review of accounts

The Investment Funds’ accounts are reviewed by the following individuals: Kamran Moghtaderi, Managing Principal of Eversept; Balkir Zihnali, Chief Operating Officer and Chief Compliance Officer of Eversept; and Ron Rosenstraus, Chief Financial Officer of Eversept. Specifically, Mr. Moghtaderi is responsible for managing Eversept’s portfolios and the risk management of such portfolios. Mr. Moghtaderi reviews the portfolios and research pipeline on an ongoing basis. In addition, Mr. Moghtaderi uses an internally developed proprietary risk system to view the portfolio and exposures on a regular basis. Mr. Rosenstraus, in his capacity as Chief Financial Officer of Eversept, in coordination with the independent administrator, reconciles all trades.

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Balkir Zihnali, in his capacity as Chief Operating Officer and Chief Compliance Officer of Eversept, periodically reviews Eversept’s investments with respect to consistency with applicable law and regulations. Eversept has engaged a third-party administrator to provide monthly unaudited statements to investors in the Investment Funds, and also provides periodic unaudited performance information, no less frequently than quarterly, and annual audited financial statements to investors in the Investment Funds. All such reports are written. The Investment Funds may agree to provide additional information to certain investors upon request.

Item 14. Client referrals and other compensation

Eversept has entered into written arrangements with third parties to solicit investors into certain of the Eversept Funds. All such compensation is fully disclosed to each investor consistent with applicable law. All such referral activities are conducted in accordance with SEC Rule 206(4)-1 under the Advisers Act as well as relevant SEC guidance. In general, third-party solicitors typically receive a portion of the fees otherwise payable to Eversept in relation to investments secured by the solicitors.

Item 15. Custody

Eversept or its affiliates, by virtue of their status as the investment manager or general partner (as applicable) of the Investment Funds, are deemed to have custody of client funds and securities because they have the authority to obtain client funds or securities, for example, by deducting advisory fees from a client’s account or otherwise withdrawing funds from a client’s account. Account statements related to clients are sent by qualified custodians to Eversept. To ensure compliance with Rule 206(4)-2 under the Advisers Act, all investors in the Investment Funds will be provided with audited financial statements, prepared by an independent accounting firm that is registered with and subject to review by the Public Company Accounting Oversight Board, in accordance with U.S.

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Generally Accepted Accounting Principles, within 120 days of the end of the respective Investment Fund’s fiscal year. Additionally, the administrator for the Investment Funds sends monthly account statements to investors. Investors should carefully review the audited financial statements of the Investment Funds and monthly account statements upon receipt. Eversept may use additional qualified custodians in the future. As described under Item 13, the Investment Funds have engaged a third-party administrator whose responsibilities include sending account statements to investors. Fund investors do not receive custodial or prime brokerage statements from the administrator; however, the administrator reconciles the Investment Funds’ accounting records with the records of the prime brokers or custodians. Eversept generally is not deemed to have custody of funds and securities held by the Other Accounts.

Item 16. Investment discretion

Eversept has discretionary authority to manage the investments of the Investment Funds and Other Accounts and is authorized to make purchase and sale decisions for those accounts. As explained in Item 4 above, individual investors in the Eversept Funds do not have the ability to impose limitations on Eversept’s discretionary authority. Prospective investors of the Investment Funds are provided with an offering memorandum prior to their investment and are encouraged to carefully review the offering memorandum, along with all other relevant offering documents, and to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Such prospective investors must also execute a subscription agreement, which constitutes a legal, valid and binding obligation of the investor, enforceable in accordance with its terms, and a limited partnership agreement.

Item 17. Voting client securities

Eversept understands and appreciates the importance of proxy voting and ensuring that its proxy voting procedures are clearly described to investors. To the extent that Eversept has discretion to vote the proxies of the Investment Funds and Other Accounts it manages and has a reason to vote, Eversept will vote (or abstain from voting) any such proxies in the best interests of the impacted Advisory Client(s). Prior to voting any proxies and, if applicable, Eversept’s Chief Compliance Officer (or his designee) will identify any potential material conflicts of interest related to the proxy in question.

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If a material conflict is identified, the Chief Compliance Officer (or his designee) will then decide (which may be in consultation with outside legal counsel or third-party compliance consultants) as to whether the conflict is material or not. If no material conflict is identified, Eversept will make a decision on how to vote the proxy in question. Eversept has retained a custodian/service provider to assist it with the receipt, processing and record-keeping of any proxies received on behalf of the Investment Funds. Additionally, Eversept may retain an independent third party to vote proxies in certain situations (including situations where a material conflict of interest is identified). Please let us know if you have any questions about, or would like to be provided with a copy of, our proxy voting procedures. Also, please let us know if you would like detailed information about how any proxies were actually voted by calling the Chief Compliance Officer, Balkir Zihnali, at (212) 271-4200.

Item 18. Financial information

Eversept is not required to include a balance sheet for its most recent fiscal year, is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to Advisory Clients, and has never been the subject of a bankruptcy petition.

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.