Stempoint Capital LP: investment adviser

Pooled Investment Vehicles The Firm serves as the investment adviser to certain pooled investment vehicles which rely on the Section 3(c)(7) exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The pooled investment vehicles StemPoint Capital oversees include two (2) families of private investment funds that each respectively operate through master-feeder structures:

The first family of funds is comprised of: (i) StemPoint Capital Fund LP, a Delaware limited partnership (the “StemPoint Onshore Fund”), (ii) StemPoint Capital Offshore Fund Ltd, a Cayman Islands exempted company (the “StemPoint Offshore Fund”, together with the StemPoint Onshore Fund, the “StemPoint Feeder Funds”), and (iii) StemPoint Capital Master Fund LP, a Cayman Islands exempted limited partnership (the “StemPoint Master Fund”, together with the StemPoint Feeder Funds, the “StemPoint Fund”). The second family of funds is comprised of: (i) StemPoint Capital Opportunity Fund LP, a Delaware limited partnership (the “Opportunity Onshore Fund”), (ii) StemPoint Capital Opportunity Offshore Fund Ltd, a Cayman Islands exempted company (the “Opportunity Offshore Fund”, together with the Opportunity Onshore Fund, the “Opportunity Feeder Funds”), and (iii) StemPoint Capital Opportunity Master Fund LP, a Cayman Islands exempted limited partnership (the “Opportunity Master Fund”, together with the Opportunity Feeder Funds, the “Opportunity Fund”, together with the StemPoint Fund, the “Funds”, and each a “Fund”).

The StemPoint Fund’s investment objective is to earn an attractive return on capital by pursuing a long/short equity investment strategy. The StemPoint Fund focuses on the healthcare sector, which includes pharmaceuticals, biotechnology and life sciences, and other related sub-sectors. Typically, the StemPoint Fund’s overall portfolio will be longbiased. The StemPoint Fund invests in equity securities (including equity-linked or index-linked derivatives) but from time to time also invests in one or more of a broad range of financial instruments, including exchange traded and over-the-counter equity securities, bonds, convertible bonds, preferred stocks, warrants, bank debt and credit default swaps. Further, the StemPoint Fund invests from time to time in securities on both the secondary and new issue markets. The StemPoint Feeder Funds invest all of its

investable assets into the StemPoint Master Fund. The Opportunity Fund’s investment objective is to earn an attractive return on capital by pursuing a long-only equity investment strategy. The Opportunity Fund focuses on the healthcare sector, which includes pharmaceuticals, biotechnology and life sciences, and other related sub-sectors. The Opportunity Fund invests in equity securities (including equity-linked or index-linked derivatives), but from time to time also invests in one or more of a broad range of financial instruments, including exchange traded and over-thecounter equity securities, bonds, convertible bonds, preferred stocks, warrants, bank debt and credit default swaps. Further, the Opportunity Fund invests from time to time in securities on both the secondary and new issue markets. The Opportunity Feeder Funds invest all of its investable assets into the Opportunity Master Fund. Strategic Investor StemPoint Capital, its affiliates, and the Key Person have entered into agreements (collectively, the “Strategic Agreements”) with a significant institutional investor (the “Strategic Investor”) in connection with the Strategic Investor investing in a separately managed account managed by StemPoint Capital (the “Strategic Investor SMA”), which invests on a generally pari passu basis with the investments of the Opportunity Fund, subject to certain investment restrictions of the Strategic Investor, in return for management and incentive fees. Under the Strategic Agreements, the Strategic Investor is entitled to more favorable information rights in respect of the Opportunity Fund’s portfolios, “most favored nations” rights and certain other rights that differ materially from those available generally to investors in the Opportunity Fund. The Strategic Agreements also grant an affiliate of the Strategic Investor the right, subject to certain conditions, to receive a portion of the gross operating revenue of StemPoint Capital and its affiliates attributable to any investment fund, managed account or other investment product or service established, managed or provided by StemPoint Capital or its affiliates. The Strategic Agreements grant such affiliate of the Strategic Investor certain approval or consent rights with respect to StemPoint Capital and its affiliates, and as a result, StemPoint Capital and its affiliates may be unable to take certain actions, including with respect to other investment funds, managed accounts or other investment products or services established, managed or provided by StemPoint Capital or its affiliates, that they otherwise would pursue in the absence of the aforementioned approval or consent rights. StemPoint Capital has also entered into (i) a placement agreement with an affiliate of the Strategic Investor pursuant to which the affiliate will identify and introduce potential investors to the Funds at no additional cost other than expense reimbursements to be paid jointly and severally by StemPoint Capital, the Funds and the Funds’ respective general partners as well as certain indemnification rights, (ii) a service agreement with an affiliate of the Strategic Investor pursuant to which the affiliate provides facilities services in return for a fixed rent paid by StemPoint Capital, (iii) an outsourced trading services agreement with an affiliate of the Strategic Investor pursuant to which StemPoint Capital maintains an executing broker arrangement with the affiliate in exchange for commissions and other transaction costs, (iv) a client commission agreement with an affiliate of the Strategic Investor pursuant to which StemPoint Capital may accumulate

commission credits, which could be used to make payments to third parties from which StemPoint Capital receives services or products or soft dollar benefits, (v) a capital introduction services program through which an affiliate of the Strategic Investor introduces StemPoint Capital to potential investors without charging a separate fee and (vi) a side letter agreement with an affiliate of the Strategic Investor granting certain more favorable terms to such affiliate in connection with its investment in the StemPoint Onshore Fund. The Strategic Investor is not affiliated with StemPoint Capital and its respective affiliates. The Strategic Investor is not a sponsor to any of the Funds. The Strategic Investor does not have any responsibilities with respect to StemPoint Capital, its respective affiliates, or with respect to the Funds, and will not exercise any control over the day-to-day investment decisions of the Funds. The Strategic Investor owes no duty to the Funds or their investors and may act solely in its own interest in exercising its rights with respect to its investments and the agreements referenced above (including the Strategic Agreements). Sub-Advisory Relationship StemPoint Capital has entered into a sub-advisory agreement with a third-party investment manager (the “Sub-Advisory Agreement”), under which StemPoint Capital provides discretionary investment advisory services to a segregated portfolio company of one of the third-party manager’s private investment funds (the “Segregated Portfolio”, together with the Funds and the Strategic Investor SMA, the “Clients”) in accordance with the investment strategy selected by the third-party manager. Please refer to Item 8: Methods of Analysis, Investment Strategies and Risk of Loss for additional information regarding the investment strategies pursued by StemPoint Capital and their associated risks. *

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Except as otherwise described herein, the Clients are managed in accordance with the particular investment objectives, strategies, restrictions and guidelines set forth in the particular Client’s investment advisory agreement and any other relevant agreements, such as a Client’s organizational documents. The Clients generally are not permitted to impose restrictions on investing in specific financial instruments or types of financial instruments for their accounts, except as StemPoint Capital may otherwise agree in a particular case. With respect to the Funds, StemPoint Capital and its affiliates have entered into, and may enter into again in the future, side letter agreements with certain investors who are provided with terms and conditions that are more advantageous than those set forth in the respective Fund’s offering materials. Such terms and conditions include, but are not limited to, special rights to make future investments in a particular Fund or other investment vehicles or accounts managed by the Firm, different transparency rights, different reporting rights, different withdrawal/redemption rights, different fee terms, and/or terms to accommodate an investor’s particular legal, tax or regulatory requirements. Certain investors that have the benefit of a “most favored nation” provision

are given the opportunity to elect the rights and terms in any side letter or other similar agreement that are applicable to such investors. As stated above, the Strategic Investor and its affiliates have been granted more favorable information rights in respect of the Opportunity Fund’s portfolios, “most favored nations” rights, and certain economic and other entitlements that differ materially from those available generally to investors in the Opportunity Fund. StemPoint Capital does not participate in, nor does it sponsor, wrap fee programs. As of December 31, 2025, StemPoint Capital managed approximately $761,283,000 in regulatory assets under management, all on a discretionary basis. StemPoint Capital does not manage any assets on a nondiscretionary basis.

The general partner of the StemPoint Master Fund is eligible to receive a performance allocation, which is compensation that is based on a share of capital gains on or capital appreciation of the assets of the StemPoint Fund (if any). This compensation is 20.0% for Class A interests and 17.5% for Class F interests. Performance allocation paid is less management fees and subject to a loss carryforward.

Opportunity Fund: StemPoint Capital is entitled to receive a quarterly management fee from the Opportunity Fund, payable in advance. The management fee for a calendar quarter will equal 1/4 of the management fee for each sub-account balance maintained by the Opportunity Fund calculated as of the first business day of such quarter and the management fee will be prorated for any partial calendar quarter. “Applicable management percentage” means 1.0% (per annum) for Class A interests and their corresponding sub-accounts. If the performance allocation for a given year is greater than the management fee agreed upon with investors in the Opportunity Fund for that year, then the general partner of the Opportunity Master Fund is eligible to receive a performance allocation calculated with respect to each Opportunity Fund Class A interest subaccount that equal 30.0% of the excess (if any) of the capital appreciation of the

assets of such sub-account over a hurdle amount as outlined in the respective applicable offering documents. The performance allocation with respect to a subaccount for any performance period will be reduced (but not below zero) by an amount equal to the sum of the management fees payable by the Opportunity Fund in respect of such sub-account and any unrecovered Management Fee Carryforward (defined below) balance that has not been applied to reduce performance allocations from prior periods. To the extent any portion of the management fees payable in respect of a sub-account is not applied to reduce any performance allocation for such performance period (e.g., because the amount of management fees payable for such period exceeds the amount of the performance allocation for such period), such portion of the management fees will be carried forward to reduce any future performance allocations (such excess management fees carried forward, “Management Fee Carryforward”). StemPoint Capital’s fees with respect to the Funds are generally not negotiable. Notwithstanding the foregoing, the Firm offers more favorable fee terms to certain investors in a separate class in one or more of the Funds, including to the Firm’s employees, officers, consultants and associated persons or vehicles. StemPoint Capital has the ability to waive, reduce or calculate differently the management fee applicable to any investor of the Funds without the consent of, or notice to, any other investor. The management fee payable in respect of an investor will be specially allocated by the particular Fund to the sub-account maintained at the respective Funds with respect to such investor. The general partners of the respective Funds have the ability to reduce, waive or calculate differently the performance allocation with respect to any sub-account established from time to time with respect to any investor. With respect to the Strategic Investor SMA, StemPoint Capital is entitled to receive a quarterly management fee, payable in advance, calculated at a rate of 1.5% (per annum) based on the notional value of the managed account as of the first calendar day of each calendar quarter and is eligible to receive an annual incentive fee equal to 17.5% of the net profits for each fiscal year. In connection with the Sub-Advisory Agreement, StemPoint Capital is entitled to receive a monthly management fee of 0.50% (annualized), payable in advance, of the net asset value from each series of certain share classes of the Segregated Portfolio. The Firm is also eligible to receive an annual performance fee of 10% of the aggregate net profits allocated to each series of certain share classes of the Segregated Portfolio, subject to certain hurdles and high watermarks as specified in the offering documents of the Segregated Portfolio. In addition to the management fee and performance allocation or fee described above, each Fund shall bear its own expenses. Such expenses vary by Fund, but generally include, but are not limited to, the following: (A) organizational and offering expenses of each Fund, including, without limitation, all expenses incurred in connection with and directly and indirectly related to the formation, qualification, and registration and/or exemption from qualification and registration of the Funds and their ownership interests or shares and the offering, distribution, and processing of the ownership interests or shares under applicable U.S. federal and state law and foreign law, including but not

limited to legal, accounting, and auditing fees and expenses, printing and duplication expenses, mailing expenses, filing fees, solicitation and marketing expenses including travel and lodging expenses, and other related expenses; (B) ongoing operating expenses of the Funds, including ordinary and extraordinary legal expenses, accounting (including preparation of financial statements), auditing and tax preparation expenses (including estimates), directors’ fees, advisory committee member fees (in respect of members not affiliated with a Fund’s general partner), record keeping, administration expenses (including costs associated with any third-party administrator to the Funds), valuation expenses (including costs associated with any third-party independent valuation provider to the Funds or the Firm), the expenses of performance reporting and other communications with investors in the Funds, expenses associated with annual meetings of investors in the Funds, printing and duplication expenses, mailing expenses, indemnification expenses, regulatory compliance, the expenses of any independent advisory committee, the expenses of acquiring and maintaining liability insurance or bonds covering indemnified persons, including commissions, premiums and deductibles to obtain directors’ and officers’ liability and errors and omissions insurance (the Firm will bear one-half of the expense of such D&O and E&O coverage for officers and employees of the Firm), custodian and transfer agency services, fees and expenses relating to software tools, programs or other technology utilized in managing the Funds (including third-party software licensing, subscription implementation, data management and recovery services and custom development costs) and other regular or extraordinary fees and expenses associated with the operation of the Funds; (C) Fund investment expenses, including but not limited to, fees and expenses related to investments and potential investments, brokerage commissions, prime broker fees, initial and variation margin, interest and dividend expense, margins, option premiums, brokerage, floor, exchange, and clearinghouse commissions, memberships and fees, other transaction costs and expenses, currency hedging expenses, expenses relating to short sales, obligations incurred in connection with each Fund’s credit arrangements (including repayment obligations, interest, fees and expenses in connection with such credit arrangements), clearing and settlement charges, investment-related travel expenses incurred by personnel of the Firm, professional fees (including expenses of senior advisors, operating partners, consultants, investment bankers, attorneys, accountants and other experts as well as their respective travel, meals, accommodation and entertainment expenses) relating to the operation of the Funds or to the management of its investments, transmission costs, expenses associated with purchasing, licensing and subscribing for computer software and hardware relating to the operation of the Funds (including, without limitation, research, portfolio tracking, analytics, customer relationship management, project management, expense management, accounting, document management, and trading software such as Bloomberg), trade support services including, but not limited to, pre- and post-trade support software and related support services, appraisal costs, valuation expenses, due diligence costs, research and market data costs, publications, periodicals, data base services and data processing that are directly related to research activities on behalf of the Funds, risk analysis and risk reporting by third parties and risk-related and consulting services, fees of providers of specialized data and/or analysis as to specific companies, sectors or asset classes in which the Funds have made or intends to make an investment, and related expenses; and (D) legal fees and related expenses incurred in connection with each Funds’ investments or proposed investments or the ongoing existence of the Funds, including legal costs and related expenses of indemnified persons that may be payable by the Funds pursuant to any

indemnification obligations of the Funds, legal and compliance third-party fees and expenses allocated to the Funds to the extent such services are related to, or otherwise benefiting, the organizational, operational, investment or trading activities of the Funds, legal fees and other expenses incurred in connection with regulatory filings required of the Funds or necessitated by its operations or investments, including without limitation Schedules 13G or 13D (but excluding Form ADV, Form PF, Form CPO-PQR and Form 13F, if applicable), registration fees and expenses incurred in connection with the Firm’s compliance with AIFMD and MIFID II and the equivalent legislation in the UK, if applicable, litigation and threatened litigation, if any, expenses pertaining to legal inquiries (including regulatory examinations or “sweeps”), and any costs associated with proxy solicitation contests and the preparation of any letters with respect to plans and proposals regarding the management, ownership and capital structure of any portfolio company (and related anti-trust or other regulatory filings) by the Firm in connection with each Funds’ investments. StemPoint Capital’s Clients will incur other expenses in connection with the Firm’s advisory services. StemPoint Capital’s fees do not include transaction fees, brokerage commissions, custody fees and other related costs and expenses that will be incurred by a Client with respect to the transactions for its account. Please refer to Item 12: Brokerage Practices for further information relating to trading and investment related costs and expenses. The Strategic Investor SMA and the Segregated Portfolio pay their own expenses as set forth in the relevant respective offering materials or investment management agreements. StemPoint Capital is responsible for its own overhead expenses including salaries, employee benefits, bonuses, rent and other general and administrative expenses. To the extent that expenses to be borne by a Fund are paid by the Firm or the respective Fund general partner, the relevant Fund will reimburse that party for such expenses. If any of the above expenses are incurred jointly for the accounts of the Clients, such expenses will be allocated among such Clients in such manner as the Firm considers fair and reasonable. In addition, the general partner of a particular Fund may determine that certain expenses should be reallocated on a non-pro rata basis among investors in such manner as the general partner of the particular Fund considers fair and reasonable. With respect to terminating an advisory relationship, Clients and investors may withdraw/redeem all or a portion of its capital account or shares (as applicable), subject to certain limitations, including but not limited to, a lockup period for each contribution or purchase of interests or shares, required notice periods, restrictions on aggregate withdrawals, suspensions of withdrawal/redemptions, retentions of reserves, and delays in payment and/or distributions in kind. The timing of the payment of management fees, which varies based on the Client or on the Fund and share class in which the investor is invested, is specified in applicable advisory agreement of the Client and the confidential offering memorandum for the relevant Fund, respectively. Because management fees are paid in advance, Clients and investors are generally not permitted to redeem prior to the end of the period for which the management fee has been paid, and thus Clients and investors are not entitled to a refund of the management fee paid with respect to such period.

Neither StemPoint Capital nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products. It is critical that Clients and investors refer to the documents governing their relationship with StemPoint Capital for a complete understanding of how the Firm and its affiliates are compensated for its advisory services. The information contained in this Item 5: Fees and Compensation is a summary only and is qualified in its entirety by the relevant documents governing the Client or investor relationship.

Given StemPoint Capital provides investment advisory services to the Clients which provide the Firm with varying levels of compensation, there is a potential conflict of interest related to managing accounts that provide the Firm with performance-based fees alongside accounts that charge lower or no performance-based fees. Investors are provided with clear disclosure as to how performance-based compensation is charged with respect to a particular Client and the risks associated with such performance-based compensation prior to making an investment. Clients’ assets and liabilities are valued in accordance with the Firm’s valuation policy. In making valuation determinations, there is a potential conflict of interest, especially with respect to illiquid securities, as the valuation of such assets and liabilities affects the Firm’s compensation. There is no guarantee that the value determined with respect to a particular asset or liability by the Firm will represent the value that will be realized by the Clients on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. The Firm and its respective officers, directors, members or employees will devote such time to the management of Clients as they deem necessary. However, the Firm 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 Clients and/or may involve substantial time and resources of the Firm and its principals and employees. Conflicts of interest may arise in allocating investment opportunities, management time, services or other functions amongst Clients and such other accounts. In particular, the Firm has entered into an agreement with the Strategic Investor pursuant to which the

Firm manages a portfolio of the Strategic Investor’s assets through a separately managed account on a generally pari passu basis with the investments of the Opportunity Fund, subject to certain investment restrictions of the Strategic Investor, in return for management and incentive fees. However, the Firm recognizes that it is a fiduciary and, as such, must act in the best interests of its Clients. Further, the Firm recognizes that it must treat all Clients fairly and must refrain from favoring one Client’s interests over another. The Firm has adopted policies and procedures designed to address conflicts of interest, including procedures regarding the allocation and aggregation of investment opportunities among Clients and a Code of Ethics, which includes a standard of business conduct and established policies and procedures regarding personal securities transactions of StemPoint Capital personnel.

Interests in the Funds will generally be offered and sold only to sophisticated investors that are (i) “accredited investors” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and (iii) either “qualified purchasers” or “knowledgeable employees” as defined under Section 3(c)(7) and Rule 3c-5 under the Investment Company Act, respectively. Investors that invest in one or more of the Funds generally include educational endowments, high net worth individuals, family offices, trusts, foundations, fund of funds or other registered investment advisers. The minimum initial investment amount for the StemPoint Fund is $1 million for Class A interests and $10 million for Class F interests. Subsequent subscriptions must be at least $500,000 for Class A interests and $5,000,000 for Class F interests. The minimum initial investment amount for the Opportunity Fund is $1 million for Class A interests. Subsequent subscriptions must be at least $500,000 for Class A interests. However, these amounts can be waived or reduced at the discretion of the general partners and/or board of directors of each respective Fund.

The Firm aims to utilize an in‐depth, science‐driven approach to recognize underappreciated innovation that will deliver tangible impact to global health. StemPoint Capital applies its deep understanding of the biomedical landscape to pursue investment opportunities, across the biotechnology universe, with durable market potential and scientific differentiation that disrupt current standards‐of‐care. The Firm integrates bottom‐up analysis of companies to identify individual investment opportunities, with top‐down analysis of the biotechnology sector to form thematic views on the healthcare ecosystem. Thematic due diligence of therapeutic categories or modalities synergizes vertically along market capitalization and liquidity and encourages selection of structural winners and losers. This process of identifying potential investment opportunities is conducted continuously (on a day-to-day basis) in order to develop a consistent “pipeline” of attractive investments that is repeatable over time. StemPoint Capital makes use of publicly available information when researching investments. StemPoint Capital utilizes, among other things, Bloomberg, trade publications, published research, newspapers, SEC filings, company presentation materials, broadcast news and internet services. The due diligence process generally consists of interviews with company management and third-party industry professionals, and discussions with capital markets professionals. StemPoint Capital also makes use of relevant sell-side research provided by broker-dealers, generally to acquire an understanding of what the consensus opinion is on the security in question. There can be no assurance that the Clients’ investment objectives will be achieved. Investment results may vary substantially over time. The Firm is a fiduciary and understands it owes a duty of care and loyalty to each of its Clients. Nowhere in this brochure, nor in any of the applicable offering and governing documents entered into with Firm Clients, waives the Firm’s fiduciary obligations under applicable federal securities laws, including the Advisers Act.

Risks and Conflicts of Interest An investment in any Fund is speculative and involves a high degree of risk. The performance of any Fund may be volatile. No assurance can be given that StemPoint Capital’s investment decisions will result in profitable trades. The description of the risks below does not purport to be, and may not be relied upon as, a complete or comprehensive discussion of the risks associated with an investment in any of the Funds. Additional risks, including those of which StemPoint Capital is currently unaware or StemPoint Capital deems to be immaterial at this time, may have a material adverse effect on any Fund. If any of these risks occurs, an investor may lose all or part of its investment in a Fund. Prospective investors should carefully consider the following factors, in addition to the matters set forth elsewhere in applicable Confidential Offering Memorandums, prior to investing in a particular Fund. Prospective investors must rely upon their own examination of and ability to understand the nature of this investment, including the risks involved, in making a decision to invest in any Fund. There can be no assurance that any Fund will be able to achieve its investment objectives or that investors will receive a return of their capital. Structural Risks Limited Operating History. StemPoint Capital has a limited operating history. There can be no assurance that the Firm or the Clients will achieve their investment objectives. Any past performance of StemPoint Capital and their respective affiliates or other investment vehicles managed by any of them is not necessarily indicative of the future results of an investment with StemPoint Capital and should not be construed as an indication of the future results of any Client. Reliance on Judgment of StemPoint Capital. StemPoint Capital has broad discretionary authority to determine how the Firm will invest Client assets. While StemPoint Capital’s investment efforts are generally supported by fundamental research of major industry sectors, markets and financial instruments, StemPoint Capital is not required to conduct any minimum level of research or analysis in connection with making investment decisions for the Clients. Dependence on Key Personnel. The success of the Firm depends in substantial part on the skill and expertise of the Key Person, other key personnel and other employees of StemPoint Capital. There can be no assurance that such persons will continue to be employed by StemPoint Capital through the length of an investor’s investment. The loss of key personnel could have a material adverse effect on the Firm. In-Kind Distributions. Withdrawing Fund investors may receive in-kind distributions of securities or other assets from the applicable Fund, particularly where sufficient cash to satisfy withdrawal requests is not available for distribution, or where the distribution of cash or the liquidation of investments is impracticable or would be prejudicial to the applicable Fund or its investors. Securities or other investments so distributed may not be readily marketable or saleable or may be subject to significant transfer restrictions and

may have to be held for an indefinite period of time. An investor who receives a distribution in-kind will bear the risk of a direct investment in the securities or other assets so distributed until they can be sold and the risk that the value of such securities or other assets so distributed to be distributed in-kind declines between the withdrawal date and the date of such distribution, as well as the brokerage costs and potential price impact resulting from the disposal of such securities or assets. Expenses May be Significant. The Clients pay, as applicable, the management fee, brokerage commissions and other execution, leverage and administrative costs and other expenses whether or not they make any profits. While it is difficult to predict the future expenses of the Clients, such expenses may represent a substantial percentage of a particular Client’s net assets and may vary significantly from period to period. The Clients must make substantial profits to avoid depletion or exhaustion of its assets from these fees and expenses. If the Clients do not produce significant positive investment returns, these fees and expenses will reduce the amount of the investment recovered by the Clients to an amount less than the amount invested in by the Clients. Operational Risk. The Clients depend on StemPoint Capital to develop the appropriate systems and procedures to control operational risk. Operational risks arising from mistakes made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or from other similar disruptions in StemPoint Capital’s operations may cause the Firm to suffer financial losses, the disruption of its business, liability to clients or third parties, regulatory intervention or damage to its reputation. Human error (including, without limitation, trading errors), system failure or other problems with any of the operational processes could result in material losses or costs, which will generally be borne by the Clients. Financial Institutions Risk. The Firm relies upon third-party banks or other custodians to hold and safeguard Client assets. While the Firm carefully selects and monitors its custodians, there is no guarantee that such custodians will not experience financial difficulties or otherwise fail, which could prevent access to Client funds, securities, or credit facilities. These events could negatively impact performance or result in substantial delays in the return of capital to investors. Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the U.S. Federal Deposit and Insurance Corporation (“FDIC”) as receiver. Despite subsequent actions taken by the U.S. Department of the Treasury, the U.S. Federal Reserve and the FDIC to ensure that all depositors of SVB had access to all of their cash deposits following the closure of SVB, uncertainty and liquidity concerns in the broader financial services industry remain. The Firm regularly maintains cash balances at banks or other custodians in excess of the FDIC insurance limit. Each of these parties’ access to cash in amounts adequate to pay expenses, purchase new investments and otherwise operate its business could be significantly impaired by the financial institutions with which it maintains cash balances to the extent such financial institutions face liquidity constraints or failures. In addition,

investor concerns regarding the U.S. or international financial systems may increase the risk of default of particular investments held by the Firm, negatively impact market value, increase market volatility and cause credit spreads to widen and reduce liquidity, all of which could have a material adverse effect on the performance of investments, returns and the ability to make and/or dispose of investments. No assurance can be given as to the effect of these events on the value of, or markets for, investments, or the ability to recover therefrom. In addition, while it is not always possible to predict the extent of the impact that the failure of any financial institution or the high market volatility and instability of the banking sector could have on economic activity and the Firm in particular, the failure of other banks and financial institutions and the measures taken by governments, businesses and other organizations in response to these events could adversely impact the Firm and its investments. Systemic Risk. Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Firm interacts on a daily basis. Cybersecurity Risk. StemPoint Capital, the Firm’s service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect the Firm, its Clients, and investors, despite the efforts of StemPoint Capital and service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to the Firm. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to the systems of StemPoint Capital, the Firm’s service providers or counterparties or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of StemPoint Capital’s systems to disclose sensitive information in order to gain access to StemPoint Capital’s data or that of Clients and investors. A successful penetration or circumvention of the security of StemPoint Capital’s systems could result in the loss or theft of data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause the Clients, StemPoint Capital or their service providers to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. Artificial Intelligence and Machine Learning Risks. The emergence of recent and rapid technology developments in artificial intelligence and machine learning such as OpenAI and ChatGPT (collectively, “Machine Learning Technology”) can pose risks to the Firm and its Clients’ investments. As Machine Learning Technology’s popularity and functionality grows, the Firm from time to time uses Machine Learning Technology in various processes, including in connection with its investment research process. The Firm will likely be further exposed to the risks of Machine Learning Technology through third parties (including the Firm’s or Clients’ service providers or counterparties) that use

Machine Learning Technology, and the Firm may not always be aware of such use. The Firm cannot control the manner in which products created and/or utilized by third parties are developed or maintained. Furthermore, due to the rapidly evolving nature of Machine Learning Technology and its widespread potential uses, the Firm expects that its policies and procedures will continue to evolve in response to such unique challenges. Machine Learning Technology is often highly reliant on the collection and analysis of large amounts of data, and in many instances it may not be possible or practicable to incorporate all potentially relevant data into the dataset that Machine Learning Technology utilizes or to evaluate the source and the reliability of the data being analyzed. Further, the outputs of Machine Learning Technology may be inaccurate or unreliable and are also susceptible to errors in such outputs’ creation or subsequent analysis. Additionally, the use of Machine Learning Technology may involve (i) cybersecurity risks (including, but not limited to, the increased likelihood that the Firm, its Clients, or one or more investments become a victim of cybercrime), (ii) threats to proprietary and confidential information, (iii) intellectual property violations, and (iv) other risks that are not currently foreseen. Such inaccuracies, errors, risks, threats, and/or violations could have adverse impacts on the Firm and Client investment activities. Machine Learning Technology continues to develop rapidly, making it difficult to predict the future risks that may arise from such developments. Dependence on Service Providers. The Firm is also dependent upon their counterparties and the third-party service providers disclosed in certain governing documents, including the Firm, fund administrator, the prime brokers, the custodians, legal counsel and the auditor and any other service provider described therein (the "Service Providers"). Errors are inherent in the business and operations of any business, and although the Firm will adopt measures to prevent and detect errors by, and misconduct of, counterparties and Service Providers, and transact with counterparties and Service Providers it believes to be reliable, such measures may not be effective in all cases. Errors or misconduct could have a material adverse effect on the Clients and the investors’ investments therein. The Funds are reliant on the performance of the Service Providers. Each investor’s relationship in respect of its investment is with the Funds only. Accordingly, absent a direct contractual relationship between the investor and the relevant Service Provider, no investor will have any contractual claim against any Service Provider for any reason related to its services to the Funds. Instead, the proper plaintiff in an action in respect of which a wrongdoing is alleged to have been committed against the Funds, as the case may be, by the relevant Service Provider is, prima facie, the Funds, as the case may be. Insolvency of a Prime Broker. If a prime broker holding assets of the Funds enters into an insolvency proceeding (which may last many years), the use by the Funds of assets held by or on behalf of the prime broker may be restricted. In relation to the Funds’ right to the return of assets equivalent to those of the Funds’ assets which the prime broker sells, borrows, lends, pledges, re-pledges, hypothecates, re-hypothecates, transfers or otherwise uses for its own purposes, or in respect of which legal and beneficial title is transferred to a prime broker, the Funds will rank as one of that prime broker’s unsecured creditors and, in the event of the insolvency of the prime broker, the Funds might not be able to recover such equivalent assets in full. Depending on the amount of assets held at the prime broker at the time of such a proceeding, it may be possible that (a) the ability

of the Firm to fulfill the investment objective may be severely constrained, (b) the general partner of the respective Fund may be required to suspend the calculation of the net asset value of the Fund and as a result subscriptions for and withdrawals of interests, and/or (c) the value of interests may be otherwise affected. During such a proceeding, the Funds are likely to be an unsecured creditor in relation to certain assets and accordingly the Funds may be unable to recover such assets from the insolvent estate of the relevant prime broker in full, or at all. Possibility of Fraud or Other Misconduct of Employees and Service Providers. Misconduct by employees of the Firm, its service providers (including expert networks) and/or their respective affiliates could result in significant losses. Such misconduct may include binding the Clients to transactions that exceed authorized limits or present unacceptable risks, unauthorized trading activities, concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risks or losses), embezzlement and fraud. Losses could also result from actions by service providers (including expert networks), including, without limitation, failing to recognize trades and misappropriating assets. No assurances can be given that the Firm will be able to identify or prevent misconduct by employees or service providers, including expert networks, which misconduct could cause significant losses to the Clients. Business Continuity. StemPoint Capital and its affiliates currently operate in New York City. A disaster or disruption to the infrastructure that supports the city, or more specifically the office of StemPoint Capital, may have a material adverse impact on its Clients. Although StemPoint Capital has a business continuity plan to prepare for disasters and disruptions, there can be no assurance that the measures set forth in such plan will be sufficient. In addition, there are certain types of disasters that are not susceptible to risk mitigation and others are simply not foreseeable. Regulatory-Related Risks Limited Regulatory Oversight. While the Funds may be considered to be similar to investment companies, they are not required to and do not intend to register as such under the Investment Company Act in reliance upon an exemption available to privately offered investment companies, and, accordingly, the provisions of the Investment Company Act (which may provide certain regulatory safeguards to investors) will not be applicable. The Funds are not required to, and may not, maintain custody of its securities or place its securities in the custody of a bank or a member of a national securities exchange in the manner required of registered investment companies under rules promulgated by the SEC. A registered investment company which places its securities in the custody of a member of a national securities exchange is required to have a written custodian agreement, which provides that securities held in custody will be at all times individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company and which contains other provisions complying with SEC regulations. The Funds may maintain such accounts at brokerage firms which do not separately segregate such assets as would be required in the case of registered investment companies. Under the provisions of the Securities Investor Protection Act of 1970, the bankruptcy of any such brokerage firms might have a greater adverse effect on the Funds than would be the case if it maintained its accounts in accordance with the requirements applicable to registered investment companies.

Changing Regulatory Environment. The regulatory environment for private investment funds is evolving, and changes in regulation could occur that may adversely affect the Firm’s Clients. There is a possibility that, in the future, the Firm may be subject to new or revised legislation or regulations, which may be enforced by entirely new governmental agencies. Similarly, the Firm may be adversely affected as a result of new or revised legislation, or regulations imposed by the SEC, the Commodity Futures Trading Commission (“CFTC”), the IRS, the U.S. Financial Stability Oversight Council, the European Union Alternative Investment Fund Managers Directive, United Kingdom Financial Services Authority or other U.S. or non-U.S. governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. The Firm or some or all of the Clients also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any of the proposals will become law. Compliance with any new laws or regulations could be more difficult and expensive, and may affect the manner in which the Firm conducts business or make investments. New laws or regulations may also subject the Firm or some or all of the Clients to increased taxes or other costs. Regulatory Intervention. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to intervene, directly and by regulation, in certain markets, and may restrict or prohibit certain market practices. The length of such prohibitions and types of securities prohibited vary from country to country and may significantly affect the value of the Firm’s holdings. The Firm is also subject to the risk of the failure of any exchanges on which its positions trade or of the exchanges’ clearinghouses. Over the past several years, financial regulators have increased regulation and will likely continue to increase regulation in the near future. The effect of any regulatory change on the Firm could be substantial and adverse, and such regulation may impair the Firm’s ability to successfully execute its investment strategies and may increase the costs of its operations. Increased regulation and regulatory oversight of private investment funds and their managers may impose administrative burdens on StemPoint Capital, including, without limitation, responding to examinations and other regulatory inquiries and implementing policies and procedures. Such administrative burdens may divert StemPoint Capital’s time, attention and resources from portfolio management activities. Such regulatory inquiries are generally confidential in nature, may involve a review of an individual’s or a firm’s activities or may involve studies of the industry or industry practices, as well as practices of a particular institution. On July 21, 2010, major financial services reform legislation in the form of the DoddFrank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted. Among other things, the Dodd-Frank Act includes additional regulation of investment funds and their managers, including registration requirements as well as additional compliance, reporting and disclosure requirements. In addition, the DoddFrank Act grants the CFTC and SEC broad rulemaking authority to implement various provisions of the Dodd-Frank Act including comprehensive regulation of the over-thecounter (“OTC”) derivatives market. These regulations include derivative exchange trading and clearing requirements as well as requiring derivative dealers and major derivatives market participants to register with the SEC and/or the CFTC. The

implementation of the Dodd-Frank Act could adversely affect the Firm by increasing transaction costs and imposing restrictions on the investment or other operations of StemPoint Capital and its affiliates. In addition, there can be no assurance that recent tax reform or changes in U.S. economic policy will not have a material adverse effect on the investments and investment strategies pursued by the Firm. Significant Positions in Public Securities. In the event one or more of the Clients of the Firm acquire a significant stake in certain public securities and such stake exceeds certain percentage or value limits, one or more of the Clients may be subject to regulation and regulatory oversight that may impose trading restrictions, notification and filing requirements or other administrative burdens on the Firm. Any such requirements may impose additional costs on the investors and may delay the acquisition or disposition of the securities or the clients’ abilities to respond in a timely manner to changes in the markets with respect to such securities. In certain cases where one or more of the Clients advised by the Firm acquire beneficial ownership of more than 10% of a certain class of securities of a public company, place a director on the board of directors of such a company, or are otherwise deemed to be an “insider”, under Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”), one or more of the Clients may be subject to certain additional reporting requirements and may be subject to certain restrictions on their ability to buy and sell such securities within certain time periods. Furthermore, in such circumstances one or more of the Clients will be prohibited from entering into a short position in such issuer’s securities, and therefore limited in their ability to hedge such investments. Similar restrictions and requirements may apply in non-U.S. jurisdictions. These restrictions could limit one or more of the Clients’ ability to liquidate positions when they would otherwise prefer to do so, which could reduce returns to Clients and limit the ability of the Clients to meet redemption requests. Material Non-Public Information. As part of its investment advisory activities, StemPoint Capital may come into possession of material non-public information of an issuer that it will be prohibited from using for the benefit of the Firm. In such a circumstance, the Firm is generally restricted in its ability to buy and sell the public securities of such issuer. This may occur, for example, if StemPoint Capital is contemplating a transaction, including for an investment vehicle other than the Firm, and, as part of that process, obtains material non-public information of an issuer or is required to sign a nondisclosure agreement, even where the Firm will not participate in such transaction. In addition, the Firm’s compliance policies may impose internal trading restrictions on the securities of a particular issuer, even if trading in those securities is not strictly prohibited as a matter of law. If the Firm has an existing holding that is affected by the obtained material non-public information or the non-disclosure agreement or compliance, StemPoint Capital may not be able to sell or otherwise dispose of that position for a period of time and the Firm may experience a loss in value, including a total loss, of the position during this confidential period. StemPoint Capital may also inadvertently come into possession of material non-public information from an expert network, although StemPoint Capital has adopted a policy to minimize the risk of such exposure.

Corporate Access Meetings. From time to time, the Firm or its affiliates may participate in corporate access meetings with public company representatives and other issuer contacts, the purpose of which is to better understand public disclosures, business models, industry dynamics, and other matters consistent with the Firm’s ordinary-course research process. Due to these activities, the Clients may be restricted or prohibited from trading securities of the company because the Firm has obtained material non-public information or is deemed to be an “insider” for the purpose of the federal securities laws. If a company performs inadequately and the Clients are restricted in its ability to liquidate its investment in the company, it could have an adverse effect on the performance of the Clients. Reliance on Experts. The Firm engages and retains, from time to time and at the Client’s expense, strategic advisors, consultants, senior advisors and other similar professionals, including members of “expert networks” who are not employees or affiliates of the Firm. The nature of the relationship with each of these professionals and the amount of time devoted or required to be devoted by them may vary considerably. These professionals are expected to provide the Firm with industry-specific insights and feedback on investment themes, assist in transaction due diligence, and make introductions to and provide reference checks on management teams. In the event that material non-public information is obtained by such persons, the Clients may become (or may elect to become) subject to trading restrictions pursuant to the internal trading policies of the Firm or as a result of applicable law or regulations or be prohibited for a period of time from purchasing or selling securities, which prohibition may have an adverse effect on the Clients. The Firm may also become subject to legal, regulatory, reputational and other unforeseen risks as a result of these professionals’ high-profile positions or other action. ERISA. If the underlying assets of one or more Funds were considered “plan assets” of benefit plan investors, the applicable Fund’s general partner and the Firm each would be considered a fiduciary of such investors. Generally, the fiduciary provisions of ERISA require fiduciaries of a plan subject to ERISA to act for the exclusive benefit of the participants and the beneficiaries of the plans whose assets they manage; to employ the care, skill, prudence, and diligence that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; to diversify investments so as to minimize the risks of large losses; and to comply with constituent documents of such plans. If the assets of one or more Funds were considered “plan assets” for purposes of ERISA or Section 4975 of the Code, the applicable Fund’s general partner and the Firm would be prohibited from causing the applicable Fund to enter into certain transactions and would need to determine how the payment of the management fee and the performance allocation impacts ERISA or Section 4975 of the Code. In addition, the ERISA compliance obligations could adversely affect the investment activities of the applicable Fund. Investment-Related Risks Risks of Investments in Securities Generally. All securities investments risk the loss of capital. No guarantee or representation is made that the Firm’s investment program will be successful. The Firm’s investment program may involve, without limitation, risks associated with limited diversification, leverage, interest rates, currencies, volatility, tracking risks in hedged positions, security borrowing risks in short sales, credit

deterioration or default risks, systems risks and other risks inherent in the Firm’s activities. Certain investment techniques of the Firm can, in certain circumstances, magnify the impact of adverse market moves to which the Firm may be subject. In addition, the Firm’s investment in securities may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where the Firm may invest its assets. The Firm may be incentivized to hold its positions in investments longer for tax reasons. The Firm’s methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. General Economic and Market Conditions. Changes in general economic conditions may affect the Firm’s activities. Interest rates, general levels of economic activity, the price of securities, the price of commodities, the rate of inflation and participation by other investors in the financial markets may affect the value and number of investments made by the Firm or considered for prospective investment. The Firm’s investment strategy and the availability of investment opportunities relies, in part, on the continuation of certain trends and conditions observed in the market for various financial instruments and the larger financial markets and, in some cases, the improvement of such conditions. Consequently, the Firm may not be capable of, or successful at, preserving the value of its assets, generating positive investment returns or effectively managing risks. No assurance can be given that such conditions, trends or opportunities will arise or continue, as applicable. Events or circumstances that disrupt markets (e.g., without limitation inflation or deflation, changes in government policies, natural disasters, trade wars, armed conflicts, pandemics, political or social instability, terrorism and other unforeseen events that cannot be quantified), including the recent global outbreak of COVID-19, may have a material adverse impact on one or more of the Firm’s investments and the value of the Firm’s portfolio. These events may contribute to increased market volatility and economic uncertainty and/or deterioration as well as have a negative impact on economic fundamentals (including disruption of global supply chains), business activity, consumer confidence and/or the performance of essential government services. It is not possible to predict the severity of the effect that any such events would have on global economies or the value of the Firm’s investments. Credit Derivative Transactions. The Firm may be a user of credit derivatives for hedging purposes with respect to its investments. Such derivatives serve as contracts that transfer price, spread and/or default risks of debt and other instruments from one party to another. Such instruments may be based on the debt obligations of one or more debtors. The market for credit derivatives may be relatively illiquid, and there are considerable risks that may make it difficult either to buy or sell the contracts as needed or at reasonable prices. Sellers of credit derivatives carry the inherent price, spread and default risks of the debt instruments covered by the derivative instruments. Buyers of credit derivatives carry the risk of non-performance by the seller due to inability to pay. There are also risks with respect to credit derivatives in determining whether an event will trigger payment under the contract and whether such payment will offset the loss or payment due under

another instrument. In the past, buyers and sellers of credit derivatives have found that a trigger event in one contract may not match the trigger event in another contract, exposing the buyer or the seller to further risk. In addition, the Firm will invest in bank debt, either through a direct assignment, whereby the Firm is listed as the owner of the instrument on the books and records of the agent bank, or through a participation or similar interest, whereby the Firm is not treated as a direct owner of the underlying instrument and is therefore subject to the risk of nonperformance by the counterparty to the transaction. Interest Rate Fluctuations. General interest rate fluctuations may have a negative impact on the Firm’s investments and investment opportunities and accordingly may have a material adverse effect on the Firm’s investment objectives and the rate of return on invested capital. In addition, an increase in interest rates could make it more expensive to utilize leverage in making investments. Fixed Income Securities. The Firm may invest in bonds or other fixed income securities, including, without limitation, bonds, notes and debentures issued by corporations; debt securities issued or guaranteed by a government or one of its agencies or instrumentalities; and commercial paper. Fixed income securities pay fixed, variable or floating rates of interest. The value of fixed income securities in which the Firm may invest will change in response to fluctuations in interest rates. In addition, the value of certain fixed income securities can fluctuate in response to perceptions of creditworthiness, political stability or soundness of economic policies. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). Equity Securities and Equity-Related Instruments. The Firm invests long and short in equities and equity-related instruments under its investment program. Stocks, options and other equity-related instruments may be subject to various types of risk, including market risk, liquidity risk, counterparty credit risk, legal risk and operations risk. In addition, equity-related instruments can involve economic leverage and may, in some cases, involve significant risk of loss. “Equity securities” may include common stocks, preferred stocks, interests in real estate investment trusts, convertible debt obligations, convertible preferred stocks, equity interests in trusts (including shares issued by trusts registered as investment companies under the Investment Company Act), partnerships, joint ventures or limited liability companies and similar enterprises, warrants and stock purchase rights. In general, stock values fluctuate in response to the activities of individual companies and in response to general market and economic conditions. Accordingly, the value of the stocks and other securities and instruments that the Firm holds directly or indirectly may decline over short or extended periods of time. The stock markets tend to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline. The volatility of equity securities means that the value of an investment in the Firm may increase or decrease significantly over relatively short periods. Issuers could also divert or abscond with assets, fail to follow disclosed or agreed upon investment strategies, provide false reports of operations or engage in other misconduct, resulting in losses to the Firm.

Small to Medium Capitalization Companies. The Firm invests a portion of the assets it manages in the stocks of companies with small- to medium-sized market capitalizations. While StemPoint Capital believes these investments often provide significant potential for appreciation, those stocks, particularly smaller-capitalization stocks, involve higher risks in some respects than do investments in stocks of larger-capitalization companies. For example, prices of such stocks are often more volatile than prices of largecapitalization stocks. In addition, due to thin trading in some such stocks, an investment in these stocks may be more illiquid than that of larger capitalization stocks. Risks Related to Pandemics and Other Diseases. The international transmission of COVID-19 and efforts to contain its spread have resulted in, among other things, border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and customer activity, fluctuating consumer demand for goods and services, event cancellations and restrictions, school closures, service cancellations, reductions and other changes, significant challenges in healthcare service preparation and delivery, prolonged and/or reoccurring lockdowns and stay-athome orders, labor shortages, vaccine mandates, as well as general concern and uncertainty. Even as restrictions have been lifted in certain jurisdictions, they have been reimposed in others, and this pattern may continue for the foreseeable future. Although the long-term economic fallout of COVID-19 is difficult to predict, it has and is likely to continue to contribute to market volatility. It may lead to a prolonged economic slowdown given the disruption to supply chains, loss of jobs and volatility in consumer spending across sectors and industries worldwide, which may materially adversely affect Clients and their performance. Health crises caused by the outbreak of COVID-19 may also exacerbate other pre-existing political, social, economic, market and financial risks. Although many global economies have begun to re-open as infection and hospitalization rates decline, some economies, including those of countries with limited access to COVID-19 vaccines, have struggled to control the spread of the virus and re-open their economies. As a result, it remains unclear how COVID-19 will impact global markets in the future. All of the foregoing could have an adverse impact on the performance of the Firm’s investments and its ability to source new investments or to realize its investments. If a force majeure event is determined to have occurred, a counterparty to the Firm may be relieved of its obligations under certain contracts to which it is a party, or, if it is determined not to have occurred, the Firm may be required to meet their contractual obligations, despite potential constraints on their operations, liquidity and/or financial stability. Either outcome could adversely impact the Firm’s investments and performance. Additionally, the COVID-19 pandemic could also continue to have an acute effect on individual issuers or related groups and the industries in which companies in which the Firm has invested operate. Decisions by the Firm to retain cash or delay investment may adversely impact returns. The ongoing market volatility and uncertainty could also adversely affect the Firm’s operations. In particular, negative performance, and general economic distress across markets, could spur significant redemptions. In such a scenario, the Firm could have difficulty liquidating assets to fulfill such requests at desirable prices or be unable to fulfill requests entirely, requiring a suspension of redemptions. Similarly, large redemptions, even when fulfilled, could make it difficult for the Firm to execute its

investment strategy or could cause breaches of various trading agreements, causing further distress and performance decline. Force Majeure. The Firm may be affected by force majeure events such as events beyond the control of the party claiming that the event has occurred including, without limitation, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, and labor strikes. Some force majeure events may adversely affect the ability of the Firm to perform its obligations until it is able to remedy the force majeure event. In certain circumstances, the Firm may be a party to a contract which does not provide a remedy in favor of the Firm if a force majeure event occurs. In this event, the Firm may be required to continue to comply with its obligations (including, but not limited to, payment or performance of its obligations) under the contract even though it may not receive some or all of the benefits to which it is entitled under such contract. Such a circumstance may cause the Firm to suffer economic loss, and such loss may be exaggerated if a force majeure event subsists for an extended period of time. In addition, the cost to the Firm of repairing or replacing damaged assets resulting from such a force majeure event could be considerable. Certain force majeure events such as war or an outbreak of an infectious disease could have broader negative impact on the world economy and international business activity generally or in any of the countries in which the Firm will invest. A resulting negative impact on economic fundamentals and consumer confidence may increase the risk of default of particular investments, negatively impact market value, increase market volatility, and cause credit spreads to widen and reduce liquidity, each of which could have a material adverse effect on the performance of the Firm’s investments, returns and the ability of the Firm to make and/or dispose of investments. No assurance can be given as to the effect of these events on the value of, or markets for, investments, or the Firm’s ability to recover therefrom. Furthermore, insurance to cover any losses that result from such events may not be available on acceptable terms or altogether. Concentration and Lack of Diversification. The Firm will not be managed with the goal of diversifying its investments broadly across issuers, industries, countries, regions or markets. It is expected that a significant percentage of the Firm’s assets will be concentrated in a few issuers, and that there will be significant exposure to issuers in the healthcare sector, including pharmaceuticals, biotechnology and life sciences, and other related sub-sectors. Concentration of investments in a limited number of issuers or securities, industries or industry groups, or countries or regions can increase investment risk and portfolio volatility. As a result of this lack of diversification, a significant loss in any one position may have a material adverse effect on the Firm’s performance. Risk of Investing in the Healthcare Sector. Investing in securities and other instruments of healthcare companies involves substantial risks, including (but not limited to) the following: certain companies in the portfolio of the Firm may have limited operating histories; scarcity of management and marketing personnel with appropriate scientific or medical training may slow or impede companies’ growth; the possibility of lawsuits related to patents or products; obsolescence of products; change in government policies; changing investor sentiments and preferences with regard to healthcare sector investments (some of which are generally perceived as risky) may have an adverse effect on the price of underlying securities; volatility in the stock markets affecting the prices

of healthcare company securities may cause the performance of the Firm to experience substantial volatility; and many companies in the healthcare sector are subject to extensive government regulation. Healthcare and life sciences related companies are generally subject to greater governmental regulation than other industries 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. In addition, obtaining approval for new products from governmental agencies can be lengthy, expensive and uncertain. Any failure to obtain approval or other negative assessment for new or existing products from governmental agencies can result in significant decreases in the prices of the subject healthcare company securities, or even in the securities of related healthcare companies, which may cause a loss for the Firm. The U.S. government and other governments have a significant interest in pursuing healthcare reform. In the U.S., the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (“ACA”), enacted a number of major changes to health care delivery and how it is paid for. Emblematic of the unpredictability surrounding healthcare regulation, several challenges to provisions of the ACA have been brought by states and other parties. Although the U.S. Supreme Court has upheld the ACA’s basic provisions, the law continues to be challenged in court, and it remains unclear whether there will be changes made to the law in the future. New laws, regulations and judicial decisions, or new interpretations of existing laws, regulations and decisions, that relate to healthcare availability, methods of delivery or payment for products and services, or sales, marketing or pricing, may increase costs of operations for companies in which the Firm invests, which could have a material negative impact on their overall performance. Short Sales. A short sale involves the sale of a security that the Firm does not own in the expectation of purchasing the same security (or a security exchangeable therefore) at a later date at a lower price. To make delivery to the buyer, the Firm must borrow the security, and the Firm is obligated to return the security to the lender, which is accomplished by a later purchase of the security by the Firm. In some cases, the lender may rescind the loan of securities, and cause the borrower to repurchase shares at inflated prices, resulting in a loss. When the Firm makes a short sale in the United States, it must leave the proceeds thereof with the broker and it must also deposit with the broker an amount of cash or marketable securities sufficient under current margin regulations to collateralize its obligation to replace the borrowed securities that have been sold. If short sales are effected on a foreign exchange, such transactions will be governed by local law. A short sale involves the risk of a theoretically unlimited increase in the market price of the security. In addition, there can be no assurance that securities necessary to cover a short position will be available for purchase. There is the risk that the securities borrowed by the Firm in connection with a short sale would need to be returned to the lender on short notice. If such request for return of securities occurs at a time when other short sellers of the subject securities are receiving similar requests, a “short squeeze” can occur, wherein the Firm might be compelled, at the most disadvantageous time, to replace the borrowed instruments previously sold short with purchases on the open market possibly at prices significantly in excess of the proceeds received earlier in originally selling the securities

short. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating any loss. In early 2021, several prominent examples of short squeezes occurred, driven at least in part by trading activity attributed to participants on social media networks. Such trading activity targeting particular securities presents risks to short selling transactions in those (and potentially other) securities by the Firm. To the extent such trading activity continues to occur, and particularly if positions held by the Firm are intended targets of such activity, the Firm may be adversely affected. The extent to which the Firm will engage in short sales depends upon StemPoint Capital’s investment strategy and perception of market direction. Restrictions on Short Selling. Many regulators, including the SEC and the U.K. Financial Services Authority, have imposed restrictions and reporting requirements on short selling. These restrictions and reporting requirements may prevent the Firm from successfully implementing its investment strategy and provide transparency to the Firm’s competitors as to its positions, thereby having a detrimental impact on the Firm’s returns. Absent an exemption and subject to certain limited exceptions, Rule 105 of Regulation M promulgated under the Exchange Act prohibits any account of the Firm from purchasing securities in any firm commitment, underwritten follow-on or secondary offering of equity (or equity-linked) securities for cash when an account of the Firm has effected short sales in such securities within a "restricted period" prior to the pricing of the offering. If the Firm cannot meet an exemption to Rule 105, this would result in restrictions in the Firm's trading activity, and may adversely impact the performance of the Firm and its Clients. In addition, on October 13, 2023, the SEC adopted new rule 13f-2 (“Rule 13f-2”) of the Exchange Act. Rule 13f-2 requires institutional investment managers to report equity security short positions to the SEC on new Form SHO. While the Form SHO information that the Firm will file with the SEC (if any) is treated as confidential, the SEC plans to publish aggregated data derived from Form SHO submissions within a month of the end of each reporting period. This information published by the SEC will be the aggregated gross short position for each class of equity security and the aggregate of the net activity reported by all reporting managers for each equity security. In addition, each month the SEC also plans to publish similar aggregated Form SHO data for the prior 12 months that reflect updated information that accounts for any changes that result from amendments and restatements to Form SHO filings. While the short position information provided by the Firm to the SEC will be confidential and not available to the public, market participants will now have monthly visibility, albeit on an aggregate basis, into the magnitude of open short positions with respect to a particular issuer. The disclosure that will be provided pursuant to Rule 13f-2 increases the risk that a “short squeeze” could occur in one or more short positions maintained by the Firm because market participants will now have a broad and regularly recurring information regarding the open short positions. Event-Driven Strategies. Event-driven strategies seek to identify security price changes resulting from corporate events such as restructurings, mergers, takeovers, spin-offs, exchange offers, tender offers and other special situations. Corporate event arbitrageurs

generally choose their investments based on their perceptions of the likelihood that the event or transaction will occur, the amount of time that the process will take and the perceived ratio of return to risk. The success of event-driven trading depends on the successful prediction of whether various corporate events will occur or be consummated. The consummation of mergers, exchange offers, tender offers and other similar transactions can be prevented or delayed, or the terms changed, by a variety of factors. There is no assurance that the Firm will correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a successful merger, exchange offer, tender offer or other similar transaction. Private Securities. The Firm has in the past, and may in the future, invested in privately issued securities of public and/or private companies, including warrants. There may be little or no publicly available information regarding the status and prospects of issuers of private securities. In such an instance, StemPoint Capital will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. In addition, such securities are less liquid than publicly traded securities and may be subject to legal and contractual restrictions on their disposition. The ability of the Firm to dispose of such securities at an attractive price may be dependent upon the issuer conducting a successful initial public offering. As such, there is no assurance that securities purchased by the Firm will be liquidated at a favorable price or at all. Investments in Convertible Securities. The Firm on occasion invests in convertible securities, which are securities that may be exchanged or converted into a predetermined number of the issuer’s underlying shares or the shares of another company, or securities that are indexed to an unmanaged market index, at the option of the holder during a specified time period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, stock purchase warrants, zero-coupon bonds or liquid-yield option notes, stock index notes, mandatories, or a combination of the features of these securities. Prior to conversion, convertible securities have the same general characteristics as non-convertible debt securities. As with all debt securities, the market value of convertible securities tends to decline as interest rates increase, and conversely, increase as interest rates decline. Convertible securities, however, also appreciate when the underlying common stock appreciates, and conversely, depreciate when the underlying common stock depreciates. Non-U.S. Investments. There are additional risks associated with non-U.S. investments, including the following: the unpredictability of international trade patterns; the possibility of governmental actions adverse to business generally or to non-U.S. investors in particular; changes in taxation, fiscal and monetary policies or imposition or modification of controls on non-U.S. currency exchange, repatriation of proceeds, or non-U.S. investment; the imposition or increase of withholding taxes on income and gains; price volatility; absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation which may result in lower quality information being available and less developed corporate laws regarding fiduciary duties and the protection of investors; governmental influence on the national and local economies; and fluctuations in currency exchange rates. In addition, collateral that is located outside of the United States may be subject to various creditor-protection laws, depending on the country and

the obligor, which laws may differ substantially from those applicable in the United States. Repatriation of investment income, capital and the proceeds from sales of investments by non-U.S. investors may require governmental registration and approval in some countries. The Firm could be adversely affected by delays in or a refusal to grant required governmental registration or approval for any such proposed repatriation. Certain non-U.S. countries have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on the economies and financing markets (both public and private) of certain countries in which the Firm may invest. There can be no assurance that high rates of inflation outside the United States will not have a material adverse effect on the investments of the Firm. In addition, non-U.S. investments may be denominated in currencies other than the U.S. Dollar, and hence the value of such investments will depend in part on the relative strength of the U.S. Dollar. The Firm may be affected favorably or unfavorably by currency control regulations or changes in the exchange rate between non-U.S. currencies and the U.S. Dollar. In addition, the Firm will incur costs in connection with conversions between various currencies. The Firm may, but is not obligated to, engage in currency hedging operations. There can be no assurance as to the success of any hedging operations that the Firm may implement. Leverage. The low margin and collateral deposits required to trade many exchangetraded derivatives may permit an extremely high degree of leverage. In addition, StemPoint Capital from time to time utilizes broker-provided margin arrangements in its trading on behalf of Clients. The degree of leverage that StemPoint Capital would utilize may not be limited to any predetermined level, but will be subject to applicable legal, regulatory or broker-imposed leverage limitations, to the extent applicable. As a result of trading with leverage, a relatively small price movement in a financial instrument’s price may result in immediate and substantial losses to Clients. Thus, like other leveraged investments, any trade may result in losses in excess of the amount invested. Clients may lose more than their initial margin deposit on a leveraged trade. In addition, if a Client is in a leveraged position, any losses would be more pronounced than if leverage were not used and, under particularly adverse circumstances, could exceed the Client’s capital under StemPoint Capital’s management. Should financial instruments purchased for Clients on margin decline in value, the Client could be subject to a “margin call” or other collateral call, pursuant to which the Client must either deposit additional funds or assets in its account or suffer mandatory liquidation of the relevant financial instruments. In the event of a sudden precipitous drop in the value of a Client’s assets, StemPoint Capital might not be able to liquidate assets quickly enough to cover a margin call or other collateral call. Hedging Transactions. The Firm has in the past, and may in the future, utilize financial instruments such as futures, options, swaps, forward contracts and other derivatives both for investment purposes and risk management purposes. Hedging against a decline in the value of a portfolio investment or market indices generally does not eliminate fluctuations in the values of portfolio investments or prevent losses if the values of such investments decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the portfolio investments’ value. Such

hedging transactions also limit the opportunity for gain if the value of the portfolio investments should increase. In addition, various investments within the strategy may involve hedges that are insufficient to offset anticipated market price changes. StemPoint Capital may utilize hedges, or choose not to hedge, based on judgments about economic or other factors that prove to be incorrect. Derivative Instruments in General. StemPoint Capital has in the past, and may in the future, use various derivative instruments, including options, futures, forward contracts, swaps and other derivatives, which may be volatile and speculative. Certain positions may be subject to wide and sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. Use of derivative instruments presents various risks, including the following:

Tracking Risk — When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment sought to be hedged may prevent the Firm from achieving the intended hedging effect or expose the Firm to the risk of loss.

Liquidity Risk — Derivative instruments, especially when traded in large amounts by a small number of counterparties, may not be liquid in all circumstances, so that in volatile markets the Firm may not be able to close out a position without incurring a loss.

Leverage Risk — Trading in derivative instruments can result in large amounts of leverage. Thus, the leverage offered by trading in derivative instruments may magnify the gains and losses experienced by the Firm and could cause a Client’s net asset value to be subject to wider fluctuations than would be the case if the Firm did not use the leverage feature in derivative instruments.

Hedging Risk — When a derivative is used as a hedge against an opposite position that the Firm also holds, any loss generated by the derivative should be substantially offset by gains on the hedged investment, and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains.

Investment Risk — When the Firm uses derivatives as an investment vehicle to gain market exposure, rather than for hedging purposes, any loss on the derivative investment will not be offset by gains on another hedged investment. The Firm is therefore directly exposed to the risks of that derivative. Gains or losses from derivative investments may be substantially greater than the derivative’s original cost.

Availability Risk — Derivatives may not be available to the Firm upon acceptable terms. As a result, the Firm may be unable to use derivatives for hedging or other purposes.

Credit Risk — When the Firm uses derivatives, it is subject to the risk that the other party to the agreement will not be able to perform.

Over-the-Counter Trading. Derivative instruments that may be purchased or sold by the Firm have in the past, and may in the future, included instruments not traded on an exchange. OTC options, unlike exchange-traded options, are two-party contracts with price and other terms negotiated by the buyer and seller. The risk of nonperformance by the obligor on such an instrument may be greater and the ease with which the Firm can dispose of or enter into closing transactions with respect to such an instrument may be less than in the case of an exchange-traded instrument. In addition, significant disparities may exist between “bid” and “asked” prices for derivative instruments that are not traded on an exchange. Derivative instruments not traded on exchanges are also not subject to the same type of government regulation as exchange-traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with such transactions. Highly Volatile Markets. The prices of derivative instruments, including options prices, are highly volatile. Price movements of forward contracts and other derivative contracts in which the Firm’s assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies and financial instrument options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. The Firm also is subject to the risk of the failure of the exchanges on which its positions trade or of their clearinghouses. Social-Media-Related Trading Volatility. Several stocks and other assets have recently been targeted for trading by participants on social media platforms. Recent changes to market structures and the low cost of trading for retail clients may exacerbate the volume of trading related to social media attention. This volume may be significant and may result in dislocations of prices, which may be difficult for the Firm to accurately predict. It is possible that Congress and regulators may react to the volatility relating to socialmedia related trading and restrict, or require the public reporting of, the ability to achieve the Firm’s trading objectives. Use of Options. The Firm from time to time buys or sells (write) both call options and put options, and when it writes options it does so on a “covered” or an “uncovered” basis. The Firm’s options transactions are sometimes part of a hedging tactic (i.e., offsetting the risk involved in another securities position) or a form of leverage, in which the Firm has the right to benefit from price movements in a large number of securities with a small commitment of capital. These activities involve risks that can be large, depending on the circumstances. In general, the principal risks involved in options trading (without taking into account other positions or transactions the Firm may enter into) can be described as follows: When the Firm buys an option, a decrease (or inadequate increase) in the price of the underlying security in the case of a call, or an increase (or inadequate decrease) in the security in the case of a put, would result in a total loss of the Firm’s investment in the option (including commissions). The Firm could mitigate those losses by selling short

the securities as to which it holds call options or taking a long position (e.g., by buying the securities or buying options on them) on securities underlying put options. When the Firm sells (writes) an option, the risk can be substantially greater than when it buys an option. The seller of an uncovered call option bears the risk of an increase in the market price of the underlying security above the exercise price. This risk is theoretically unlimited unless the option is “covered.” If it is covered, an increase in the market price of the security above the exercise price would cause the Firm to lose the opportunity for gain on the underlying security assuming it bought the security for less than the exercise price. If the price of the underlying security were to drop below the exercise price, the premium received on the option (after transaction costs) would provide profit that would reduce or offset any loss the Firm suffered as a result of owning the security. The seller of an uncovered put option theoretically could lose an amount equal to the entire aggregate exercise price of the option, if the underlying security were to become valueless. If the option were covered with a short position in the underlying security, this risk would be limited, but a drop in the security’s price below the exercise price would cause the Firm to lose some or all of the opportunity for profit on the “covering” short position assuming the Firm sold short for more than the exercise price. If the price of the underlying security were to increase above the exercise price, the premium on the option (after transaction costs) would provide profit that would reduce or offset any loss the Firm might suffer in closing out its short position. Stock Index Options. The Firm from time to time also purchases and sells call and put options on stock indices listed on securities exchanges or traded in the OTC market for the purpose of realizing its investment objectives or for the purpose of hedging its portfolio. A stock index fluctuates with changes in the market values of the stocks included in the index. The effectiveness of purchasing or writing stock index options for hedging purposes will depend upon the extent to which price movements in the Firm’s portfolio correlate with price movements of the stock indices selected. Because the value of an index option depends upon movements in the level of the index rather than the price of a particular stock, whether the Firm realizes gains or losses from the purchase or writing of options on indices depends upon movements in the level of prices in the stock market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular stocks. Accordingly, successful use by the Firm of options on stock indices will be subject to StemPoint Capital’s ability to correctly predict movements in the direction of the stock market generally or of particular industries or market segments. Swap Transactions. The Firm from time to time engages in certain types of swap transactions, including, but not limited to, equity, currency, interest rate and credit default swaps. An equity swap is an agreement to exchange streams of payments computed by reference to a notional amount based on the performance of a basket of stocks or a single stock. Currency swaps involve the exchange of cash flows on a notional amount of two (2) or more currencies based on their relative future values. Interest rate swaps involve an exchange of interest payments on a specific notional principal amount and often involve exchanging a fixed amount per payment period for a payment that is not fixed (the floating side of the swap would usually be linked to another interest rate such as SOFR (defined below)). A credit default swap is a specific kind of counterparty agreement

which allows the transfer of third-party credit risk from one party to the other whereby if certain prescribed events occur, the counterparty agrees to make certain payments to the other party based on the market value of such third party’s security and/or debt obligations in exchange for regular periodic payments from the other party. The Firm may use these transactions for speculative purposes, such as to obtain the price performance of a security without actually purchasing the security in circumstances where, for example, the subject security is illiquid, or is unavailable for direct investment or available only on less attractive terms. Since swaps do not generally involve the delivery of underlying assets or principal, any loss would likely be limited to the net amount of payments required by contract. In some swap transactions, the counterparty may require the Firm to deposit collateral to support its obligation under the swap agreement. If the counterparty to the swap defaults, the Firm would lose the net amount of payments that it is contractually entitled to receive, as well as any collateral deposits made with the counterparty. Investments in PIPES. The Firm has in the past, and may in the future, engaged in Private Investments in Public Equity (“PIPEs”) or private financing of public companies. PIPE transactions may involve the sale of equity-like securities of an already public company. In a PIPE transaction, the Firm may bear the price risk from the time of pricing until the time of closing. In addition, the Firm may have to commit to purchase a specified number of shares at a fixed price, with the closing conditioned upon, among other things, the preparedness of the SEC to declare effective a resale registration statement covering the resale, from time to time, of the shares sold in the private financing. In addition, since the Firm may take large ownership positions as part of PIPE transactions, even after the securities are saleable, it may take a significant period of time for them to be sold or distributed in an orderly manner during which time profit could have otherwise been realized or loss avoided and, in some cases, the Firm may be prohibited by securities laws or by contract from selling such public company securities for a period of time. American Depositary Receipts and Global Depositary Receipts. American Depositary Receipts (“ADRs”) are receipts issued by a U.S. bank or trust company evidencing ownership of underlying securities issued by non-U.S. issuers. ADRs may be listed on a national securities exchange or may be traded in the over-the-counter market. Global Depositary Receipts (“GDRs”) are receipts issued by either a U.S. or non-U.S. banking institution representing ownership in a non-U.S. company’s publicly traded securities that are traded on non-U.S. stock exchanges or non-U.S. over-the-counter markets. Holders of unsponsored ADRs or GDRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute investor communications received from the issuer of the deposited security or to pass through voting rights to the holders of depositary receipts in respect of the deposited securities. Investments in ADRs and GDRs pose, to the extent not hedged, currency exchange risks (including blockage, devaluation and non-exchangeability), as well as a range of other potential risks relating to the underlying shares, which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale of disposition proceeds, political or social instability or diplomatic developments that could affect investments in those countries, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding the underlying shares of ADRs and GDRs, and

non-U.S. companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. companies. Such risks may have a material adverse effect on the performance of such investments and could result in substantial losses. Newly Issued Instruments and Securities. The Firm occasionally invests in newly issued credit instruments, convertible instruments and/or equity securities. The risk of loss associated with securities purchased in initial public offerings is greater than those in connection with general securities trading. While StemPoint Capital believes that “new issues” offer significant potential for gain, the prices of newly issued securities may not increase as expected, and in fact may decline to a significant extent. If StemPoint Capital is not correct in its assessment of which new issues will appreciate, the Firm will suffer losses. If StemPoint Capital is unable to liquidate such positions in a timely manner, the Firm will be exposed to further losses which could be considerable. While StemPoint Capital believes it often provides significant potential for appreciation, new issuances of securities and other instruments involve higher risks in some respects than do investments in securities or other instruments on the secondary market. For example, prices of such securities are often more volatile than prices of more seasoned securities of issuers with a trading history. In addition, because the future trading volume for new issuances of securities and other instruments is unknown and may be small, an investment in those securities and instruments may be illiquid. Discontinuation of LIBOR. The London Interbank Offered Rate (“LIBOR”) for U.S. Dollars, which is commonly used as a reference rate within various financial contracts (any such rate, a “Reference Rate”), ceased publication after June 30, 2023 (the oneweek and two-month tenors of U.S. Dollar LIBOR ceased to be published after December 31, 2021). The Alternative Reference Rates Committee (the “ARRC”) convened by the Board of Governors of the Federal Reserve System (“FRB”) recommended certain SOFR term rates as the replacement (in commercial loan agreements) for U.S. Dollar LIBOR. The ARRC’s recommendations are consistent with replacements proposed under the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”), which became effective in March 2022, and the final rule implementing the LIBOR Act adopted by the FRB, which became effective in February 2023. The FRB also recommended certain SOFR-based replacements for derivative transactions. The Secured Overnight Financing Rate (“SOFR”) is a secured, risk-free rate, where LIBOR was an unsecured rate reflecting counterparty risk, and certain of the recommended replacement rates proposed by the ARRC and under the LIBOR Act included a credit spread adjustment to address this difference. However, in new issue transactions (i.e., transactions not transitioning from London interbank offered rates) a market practice developed to absorb the credit spread adjustment as part of the pricing spread over the applicable benchmark rate, as opposed to indicating a credit spread adjustment as a separate item (for example, as an adjustment to a SOFR-based benchmark rate) within the applicable benchmark rate. The Firm may be a party to SOFR-based contracts, or contracts utilizing different Reference Rates. Considered in their entirety, the impacts of the discontinuation of U.S. Dollar LIBOR on financial markets generally and on the specific financial contracts to which the Firm is a party may adversely affect the performance of the Firm’s investments.

Russian Invasion of Ukraine. There is currently an ongoing military conflict between Russia and Ukraine, which has caused disruption to global financial, trade and transportation systems. In response, the United States and multiple other countries have put in place sanctions and other severe restrictions or prohibitions on the activities of individuals and businesses connected to Russia. The extent and duration of the military action, resulting sanctions and resulting future market disruptions in the region and to the global economy are impossible to predict, but could be significant. Any disruptions caused by Russian military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences, sanctions, tariffs or cyberattacks on the Russian government, Russian companies or Russian individuals, including politicians, could have a severe adverse effect on Russia and the European region, including significant negative impacts on the Russian economy, the European economy and the markets for certain securities and commodities, such as oil and natural gas, and will likely have collateral impacts on those sectors globally as well as other sectors. How long such military action and related events will last cannot be predicted. As a result, the conflict between Russia and Ukraine and related events present material uncertainty and may have a material adverse effect on the Firm’s investments and the operations of its portfolio companies. Additionally, to the extent that third parties, investors, or related customer bases have material operations or assets in Russia or Ukraine, they may have adverse consequences related to the ongoing conflict. Israel-Palestine Conflict. On October 7, 2023, Hamas (an organization which governs Gaza, and which has been designated as a terrorist organization by the United States, the United Kingdom, the European Union, Australia and other nations), committed a terrorist attack within Israel (“Hamas Attack”). The ongoing conflict and rapidly evolving measures in response could have a negative impact on the economy and business activity globally (including in countries in which the Firm invests), and therefore could adversely affect the performance of the Firm’s investments. The severity and duration of the conflict and its future impact on global economic and market conditions are impossible to predict, and as a result, present material uncertainty and risk with respect to the Firm and the performance of its investments and operations, and the ability of the Firm to achieve its investment objectives. Similar risks exist to the extent that any portfolio entities, service providers, vendor or certain other parties have material operations or assets in the Middle East, or the immediate surrounding areas. The United States has announced sanctions and other measures against Hamas-related persons and organizations in response to the Hamas Attack, and the United States (and/or other countries) may announce further sanctions related to the ongoing conflict in the future. United States Military Operations in Iran. On February 28, 2026, the United States and Israel commenced joint military strikes against military, nuclear and related infrastructure targets within Iran. The strikes represent a significant escalation of hostilities following the June 2025 conflict in which U.S. forces struck Iranian nuclear facilities and Iran launched retaliatory missile attacks against U.S. military installations in the region. In retaliation for the February 28, 2026, strikes, Iran launched missile attacks against U.S. military installations in Qatar, Kuwait, the United Arab Emirates and Bahrain, as well as against targets in Israel and other countries in the region. The strikes were preceded by the largest U.S. military buildup in the Middle East since the 2003 invasion of Iraq, the collapse of multiple rounds of U.S.-Iran nuclear negotiations, and

Iranian naval provocations in the Strait of Hormuz. The severity, duration and ultimate outcome of the conflict, including whether it will expand into a wider regional confrontation, are impossible to predict. The conflict and any further escalation thereof may result in adverse changes to, among other things: (i) general economic, financial and market conditions, including increased volatility in U.S. and global capital markets and reduced investor appetite for risk assets; (ii) energy prices, which may contribute to inflationary pressures and reduce discretionary consumer spending; (iii) disruptions to global shipping lanes, particularly through the Strait of Hormuz, and broader supply chain disruptions; (iv) interest rates, currency exchange rates and the availability and cost of credit; (v) the imposition of new or expanded economic sanctions, which may create additional compliance obligations or restrictions for the Firm, its portfolio companies or their respective counterparties; (vi) increased risk of retaliatory cyberattacks against U.S. financial institutions and businesses, which could disrupt the Firm’s operations, those of its portfolio companies or those of their respective counterparties; and (vii) increased insurance costs or reduced availability of certain coverages, including terrorism and political risk insurance. Rising energy prices and interest rates resulting from the conflict may increase operating costs and reduce consumer and business spending, adversely affecting the Firm’s portfolio companies. The Firm’s counterparties, including lenders and service providers, may also be adversely affected by the conflict, creating additional indirect risks for the Firm and its Clients. The situation remains highly uncertain, and none of the Clients, the respective general partner of the Funds or the Firm can predict the ultimate impact of these events. Any of the foregoing could have a material adverse effect on the Firm’s business, financial condition, results of operations and prospects. Changes in Trade Policy and Other Government Policies. Changes in trade policies, including the imposition of tariffs or other trade restrictions, may adversely affect the Clients and the performance of its investments and operations, and the ability of the Firm to achieve its investment objectives. The current tariff environment remains uncertain and highly volatile, and it is difficult to predict the direction or scope of future tariff policies in the short term. The current U.S. administration has proposed and recently begun to implement global broad-based tariffs on imports from key trading partners to the U.S., including, but not limited to, Canada, China, the EU and Mexico. While the current U.S. administration has agreed to pause the implementation of certain tariffs (and the threat that additional tariffs may be imposed in the future) can be expected to lead to increased costs for the Clients’ portfolio companies, supply chain disruptions, and heightened market volatility. Tariffs may also reduce profit margins and affect overall competitiveness of the Clients’ portfolio companies. In response to tariffs, the Clients’ portfolio companies may face difficulties sourcing alternative suppliers or maintaining stable operations, and may pass costs onto customers, which could negatively impact the financial performance of the Clients. Retaliatory trade measures by governments have been proposed and, in certain instances, implemented, which can be expected to create further economic uncertainty and affect the valuation and performance of the Clients. Any such disruptions could adversely impact the performance of the Clients and consequently the returns generated for investors. Delayed Schedules K-1. The Firm may not be able to provide final Schedules K-1 to investors for any given fiscal year until significantly after April 15 of the following year.

The Firm will provide Schedules K-1 as soon as practicable after its receipt of all of the necessary information. Investors should be prepared to obtain extensions of the filing date for their income tax returns at the U.S. federal, state and local levels, and the Firm will not be liable for any costs incurred by an investor in connection with any such delays. Conflicts of Interest Clients and investors should be aware that there will be situations where StemPoint Capital and their respective affiliates may encounter potential conflicts of interest in connection with the Firm’s investment activities. The following discussion details certain potential conflicts of interest that should be carefully considered before making an investment. Devotion of Time and Resources. The Key Person, StemPoint Capital and its officers and employees will devote as much of their time to the activities of the Firm as they deem necessary and appropriate. Neither the Key Person nor StemPoint Capital is obligated to devote any specific amount of time, effort and/or resources to the affairs of the advisory business. Management of Other Accounts. The Firm has, and may in the future, established, sponsored, or be affiliated with, other investment funds or accounts (such other funds and accounts whether or not currently in existence, the “Other Accounts”). Other Accounts have, and may in the future, pursue investment strategies that differ from that of the Clients or engage in the same or similar businesses as the Clients and/or use the same or similar investment strategies. The Firm, its affiliates and their principals and employees may own all or a portion of such an Other Account. The Firm is not required to accord exclusivity or priority to particular Clients in the event of limited investment opportunities. The Firm and its affiliates are not restricted from forming additional investment funds or accounts, entering into other investment advisory relationships or engaging in other business activities, even though such activities may be in competition with the Clients for investment opportunities or otherwise and/or may involve substantial time and resources of the Firm and its principals and employees. In particular, the Firm has entered into an agreement with the Strategic Investor pursuant to which the Firm manages a portfolio of the Strategic Investor’s assets through a separately managed account on a generally pari passu basis with the investments of the Opportunity Fund, subject to certain investment restrictions of the Strategic Investor, in return for management and incentive fees. Allocation of Investment Opportunities; Bunched Orders. When it is determined, in StemPoint Capital’s sole and absolute discretion, that it would be appropriate for the Clients to participate in the same investment opportunity, StemPoint Capital will seek to execute orders for all of the participating investment accounts in a manner that it believes in good faith to be equitable, taking into account such factors as the relative amounts of capital available for new investments, relative exposure to short-term market trends, the investment programs and portfolio positions of the Clients for which participation is appropriate, the requirements of the governing documents of the participating Clients and such other factors as StemPoint Capital deems relevant. Orders may be combined for all such accounts if StemPoint Capital deems it appropriate, and if any order is not filled at

the same price, they may be allocated on an average price basis. In addition, the securities available for purchase by the Clients may be reduced at times as a result of such order aggregation by StemPoint Capital. Other Business Activities of Fund Service Providers. The Firm’s prime broker(s), administrators and custodians, if any, and their affiliates from time to time act as custodian, registrar, broker, administrator, trader, distributor or dealer in relation to, or be otherwise involved in, other funds or clients which have similar objectives to those of, or invest in similar securities to those held by, the Firm and its Clients. It is, therefore, possible that any of them or their respective principals, shareholders, members, directors, officers, agents or employees, in the ordinary course of business, have potential conflicts of interest with the Firm. In addition, subject to applicable law, any of the foregoing may deal, as principal or agent, with the Firm, provided that such dealings are carried out in accordance with applicable law. The Firm’s securities transactions can be expected to generate a substantial amount of brokerage commissions and other compensation, including clearing fees and charges, all of which the Clients, not the Firm, will be obligated to pay. The Firm generally has complete discretion in deciding which brokers and dealers the Clients use and in negotiating the rates of brokerage commissions and other compensation the Clients pay. As noted above, an affiliate of the Strategic Investor provides executing brokerage services to the Firm and, due to the financial relationship between the Strategic Investor and the Firm, the Firm has a potential conflict of interest in deciding whether to use the Strategic Investor’s affiliate for such brokerage services. The Firm has instituted policies and procedures to mitigate this conflict. Performance Allocation. The performance allocation may create an incentive for the Firm to cause the Clients to make investments that are riskier or more speculative than would otherwise be the case. Since the performance allocation is calculated on a basis that includes unrealized appreciation of the Clients’ assets, such performance allocation may be greater than if it were based solely on realized gains. Compensation of Employees. StemPoint Capital has agreed with the Strategic Investor not to permit the dilution of the Key Person’s equity ownership in StemPoint Capital without the consent of the Strategic Investor. This restriction could impact the ability of StemPoint Capital to raise additional capital, if necessary, through the issuance of equity or to attract or retain personnel although there is no restriction on the ability of StemPoint Capital to pay bonuses or issue “shadow equity” in the Firm. StemPoint Capital does not anticipate these restrictions will have a negative impact on the operations of the Firm. Placement Agents. StemPoint Capital may pay a portion of the management fee or the performance allocation, respectively, to compensate placement agents who assist investors in connection with an investment in the Funds. The prospect of receiving, or the receipt of, compensation as described in the preceding sentence by a placement agent may provide such placement agent with an incentive to favor sales of interests of the Funds over sales of interests of funds with respect to which such placement agent does not receive such compensation, or receives lower levels of such compensation. Placement agents may also seek to do business with and earn fees or commissions from affiliates of the Firm, as well as other third-party fund sponsors that may have similar or

different investment objectives than the Firm. Prospective investors should recognize that each placement agent’s participation as placement agent for the interests may be influenced by its interest in such current or future fees and commissions. StemPoint Capital has entered into a placement agreement with an affiliate of the Strategic Investor pursuant to which the affiliate will identify and introduce potential investors to the Funds at no additional cost other than expense reimbursements to be paid jointly and severally by StemPoint Capital, the Funds and the respective Funds’ general partners as well as certain indemnification rights. Because the Strategic Agreements grant an affiliate of the Strategic Investor the right, subject to certain conditions, to receive a portion of the gross operating revenue of StemPoint Capital and its affiliates attributable to any investment fund, managed account or other investment product or service established managed or provided by StemPoint Capital or its affiliates, such affiliate (as placement agent) is subject to incentives to encourage investment in the Funds. Transactions with Other Investors. The Firm and its affiliates may, from time to time, enter into various transactions with certain investors in the Funds. The terms of such transactions will be negotiated on an arm’s-length basis. However, the Firm and its affiliates may be subject to a conflict of interest when determining such terms due to the benefit received from maintaining a counterparty investor’s investment in the Funds. In addition, the Firm, from time to time, allocates certain investment opportunities among one or more strategic investors (which may include third parties and/or investors in the Funds) such as the Strategic Investor or other accounts advised by the Firm. Cross Trades. The Firm from time to time determines that it would be in the best interests of the Clients to transfer a security from one account to another (each such transfer, a "Cross Trade") for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the accounts, or to reduce transaction costs that may arise in an open market transaction. If the Firm decides to engage in a Cross Trade, the Firm will determine that the trade is in the best interests of both of the accounts involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those accounts. The Firm generally intends to execute Cross Trades, if at all, with the assistance of a broker-dealer that executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between two (2) Clients may occur as an "internal cross", where the Firm instructs the custodian for the accounts to book the transaction at the price determined in accordance with the Firm’s valuation policy. If the Firm effects an internal cross, the Firm will not receive any fee in connection with the completion of the transaction. Proxy Voting. The Firm intends to cause the Fund’s and the Strategic Investor SMA to vote proxies or abstain from voting proxies in accordance with its proxy voting policy as in effect from time to time. The Firm at this time has determined that it is not in the best interest of the Fund’s and the Strategic Investor SMA to devote time and attention to the voting of proxies. Separate Agreements with Limited Partners. The Firm has entered into, and may enter into again in the future, side letter agreements with certain prospective or existing

investors whereby such investors may be subject to terms and conditions that are more advantageous than those set forth in applicable offering and governing documents. For example, such terms and conditions may provide for special rights to make future investments in one or more Funds, other investment vehicles or managed accounts; special withdrawal rights or better liquidity; transfer rights; a reduction in the management fee and performance fee to be borne by the investor; rights to receive reports from the applicable Fund on a more frequent basis or that include information not provided to other investors (including, without limitation, more detailed information regarding portfolio positions); rights to co-investment opportunities, and such other rights as may be negotiated by the applicable Fund and such investors and are not generally available to other investors. The Strategic Investor and its affiliates have been granted certain economic and other entitlements that differ from (and may be more favorable than) those available to investors in the Opportunity Fund. Alternative Data. The Firm may use alternative data in its investment process. Alternative data may consist of datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases (this data is sometimes referred to as “big data” or “alternative data”). The Firm intends to apply this alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are borne by the Firm (and indirectly by the Clients). No assurance can be given that the Firm will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for the Firm and/or the Clients in numerous jurisdictions. The Firm cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to the Firm and/or to the Clients. Conversely, any future limitations on the use of alterative data could have a material adverse impact on the performance of the Firm. Web Scraping. The Firm’s investment strategies involve on occasion the use of certain automated data collection to analyze prospective investments. Automated data collection refers to the use of a “robot” to collect data from web sites, including targeted data collection often set to regularly collect specific information from an individual website. Automated data collection may inadvertently (i) violate a website's end user license agreement terms, including but not limited to robot exclusion protocols – a direction that a website employs to direct the robot about which areas of the website may not be scanned or scraped; (ii) circumvent technical measures that a website operator has in place to stop automated data collection; (iii) give rise to claims under the Computer Fraud and Abuse Act if the collection evades technological measures used by the website operator to disable or redirect robots; (iv) overwhelm the information technology systems of the website operator by taking up the website’s operating bandwidth; (v) come into

possession of material nonpublic information or information that, when aggregated, could be considered material nonpublic information; (vi) give rise to copyright infringement claims (where the information that is taken by the data collector is protected by copyright); and (vii) give rise to trespass claims (where the data collection interferes with the website operator's systems or platform). The Firm makes good faith efforts to mitigate these risks. To the extent that the Firm has arrangements with third-party vendors who engage in automated data collection, the Firm conducts due diligence of such third-party vendors, but the Firm does not have the ability to supervise such thirdparty vendors on a day-to-day basis. INVESTING INVOLVES RISK OF LOSS THAT CLIENTS AND INVESTORS SHOULD BE PREPARED TO BEAR. STEMPOINT CAPITAL DOES NOT REPRESENT OR GUARANTEE THAT ITS SERVICES OR METHODS OF ANALYSIS CAN OR WILL PREDICT FUTURE RESULTS, SUCCESSFULLY IDENTIFY MARKET TOPS OR BOTTOMS, OR INSULATE CLIENTS AND INVESTORS FROM LOSSES DUE TO MARKET CORRECTIONS OR DECLINES. STEMPOINT CAPITAL CANNOT OFFER ANY GUARANTEES OR PROMISES THAT FINANCIAL GOALS AND OBJECTIVES WILL BE MET. PAST PERFORMANCE IS NOT AN INDICATION OF FUTURE PERFORMANCE.

StemPoint Capital, its affiliates and their respective management persons and other personnel serve as the investment manager and general partner to the Funds, some of which are considered to be their related persons due to the fact that they could be deemed under common control. There is a potential for such persons to have conflicts in allocating their

time and services among Clients. Such persons also recognize that they are fiduciaries and, as such, must act in the best interests of Clients. Further, they recognize that they must treat all Clients fairly and must refrain from favoring one Client’s interests over another. The Firm has adopted policies and procedures designed to address conflicts of interest, including procedures regarding the allocation and aggregation of investment opportunities among Clients, and a Code of Ethics, which includes a standard of business conduct and policies surrounding the personal securities transactions of StemPoint Capital personnel. Such persons will devote as much time to the activities of each Client as they deem necessary and appropriate for the Firm to perform its duties in accordance with its management agreements, and the amount of time devoted to different Clients may vary. In addition, the general partners of certain Funds are also related persons of the Firm. When a conflict of interest arises, the Firm endeavors to ensure that the conflict is resolved in a manner that is consistent with its fiduciary duties to its Clients. Certain Clients have investment objectives, programs, strategies and positions that are similar to or potentially conflict with those of other Clients, or from time to time could compete with or have interests adverse to other Clients. Such conflicts could affect the prices and availability of securities in which Clients invest. Even if a Client has investment objectives, programs or strategies that are similar to those of another Client, the Firm will give advice or take action with respect to the investments held by, and transactions of, such other Client that may differ from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, the first Client due to a variety of reasons, including, without limitation, differences between the investment strategy, financing terms, regulatory treatment and tax treatment of such Clients, or whether such Clients are ramping up or winding down. As a result, Clients have the potential to have substantially different portfolios and investment returns. Conflicts of interest also potentially arise when the Firm makes decisions on behalf of a Client with respect to matters where the interests of such Client differs from the interests of the Firm or one or more other Clients. StemPoint Capital, its employees, affiliates or their related persons also invest directly in one or more of the Funds. StemPoint Capital does not recommend or select other investment advisers for its Clients.

The Code sets forth a standard of business conduct that takes into account StemPoint Capital’s status as a fiduciary and requires Access Persons to place the interests of the Clients and their investors above their own interests and the interests of StemPoint Capital. The Code requires Access Persons to comply with applicable federal securities laws. The Code and other compliance policies include provisions relating to the confidentiality of Client information, a prohibition on insider trading, information barriers, a prohibition on rumor mongering, preapproval and disclosure of the provision and acceptance of gifts and business entertainment items, policies and procedures relating to interactions with public company contacts and use of expert networks, and personal securities trading procedures, among other things. Further, Access Persons are required to promptly bring violations of the Code to the attention of StemPoint Capital’s CCO. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code upon hire and on at least an annual basis thereafter. As discussed in further detail below, the Code also sets forth certain reporting and preclearance requirements with respect to personal trading by Access Persons. Access Persons must provide StemPoint Capital’s CCO with a list of their personal accounts and an initial holdings report within ten (10) days of becoming an Access Person. In addition, StemPoint Capital’s Access Persons must provide annual holdings reports and quarterly transaction reports in a timely fashion in accordance with Rule 204A-1 under the Advisers Act. The Code seeks to ensure the protection of nonpublic information about the activities of the Firm and its Clients. StemPoint Capital’s Clients or prospective clients may request a copy of StemPoint Capital’s Code by contacting Kevin Roan, StemPoint Capital’s CCO, at (929) 376-1311 or at kevin@stempointcapital.com. Personal Trading StemPoint Capital manages the potential conflicts of interest inherent in Access Person personal trading by rigorous enforcement of its Code, which contains significant limitations on an Access Persons personal investment activity, including pre-clearance requirements and reporting guidelines. As stated above, StemPoint Capital receives quarterly transaction and annual holdings reports in accordance with Rule 204A-1 under the Advisers Act which are reviewed by the CCO, or his designee, to ensure each Access Person is conducting his or her personal securities transactions in a manner that is consistent with the Code. Access Persons generally are prohibited from personal trading in publicly-traded “reportable securities” that comprise the investable universe of the Firm’s Clients. However, if upon hire, an Access Person holds any such reportable securities (“legacy positions”), the Access Person may retain them subject to preapproval by the CCO, or his designee, and close any such legacy positions, but may not make new investments in such securities while they are Access Persons of StemPoint Capital. Access Persons may trade in other securities, including for example noninvestable universe single-name investments, if they receive specific advance clearance of a proposed trade from the CCO. With exception to exchange-traded funds within the investable universe of the Firm, StemPoint Capital’s Access Persons may also purchase and sell a narrowly defined universe of instruments (e.g., mutual funds, money market funds, certificates of deposit, Treasury securities, open-end funds, non-investable

universe exchange-traded funds and municipal bonds) without pre-clearance. Personal trading in exchange-traded funds within the investable universe of the Firm’s Clients is allowed if the Access Person receives specific advance clearance of the proposed trade from the CCO. Access Persons desiring to engage in limited offerings and initial public offerings are also required to seek the prior written approval of the CCO. In addition, StemPoint Capital maintains a restricted list (the “Restricted List”) of companies about which a determination has been made that it is prudent to restrict trading activity. Securities included on the Restricted List include, but are not limited to, securities held by or being considered for purchase or sale on behalf of a Client or securities of a company about which investment personnel may have acquired material nonpublic information. In general, transactions in the securities of a company appearing on the Restricted List (whether on behalf of Clients or in personal accounts of Access Persons) will not be allowed. Notwithstanding the restrictions on trading reportable securities as described above, an Access Person may maintain an account which trades in such securities that are not subject to the reporting requirements of Rule 204A-1 under the Advisers Act if (a) the employee delegates to a professional investment adviser full investment discretion over the account, (b) the employee confirms that he or she will not exercise investment discretion over the account or directly or indirectly influence any investment decisions for the account, and (c) such professional investment adviser confirms that he or she will independently manage the account. Timing of Transactions StemPoint Capital generally buys or sells securities for one Client at the same time that it buys or sells the same security for one or more other Clients. This will typically happen when more than one Client is capable of purchasing or selling a particular security based on investment objectives, available cash, and other factors. This potentially creates a conflict of interest if one Client were to benefit from making the trade before or after another Client. StemPoint Capital will generally aggregate trades, subject to best execution, to avoid any such conflict of interest. See Item 12: Brokerage Practices below for a more detailed description of the Firm’s best execution practices. Participation or Interest in Client Transactions As a matter of policy, StemPoint Capital does not cause Clients to effect transactions in which such Client purchases securities or derivatives from, or sells securities or derivatives to, StemPoint Capital or its principals or affiliates (i.e., principal transactions), or in which one of StemPoint Capital’s affiliates acts as broker for both the Client’s account and the other party to the transaction (i.e., agency cross transactions). Unless otherwise agreed with a Client, and subject to applicable law, StemPoint Capital from time-to-time effects transactions between two (2) of its Clients (i.e., cross trades), either directly or through open-market transactions, where StemPoint Capital believes that such transaction is in the best interests of both participating Clients. Effecting cross trades has the potential to increase brokerage commissions and has the potential to result in certain Clients holding less of a profitable investment, or more of an unprofitable investment, than would be the case if there were no cross trades.

Additionally, StemPoint Capital, its employees, affiliates or their related persons from time to time invest directly or indirectly in any one, some, or all of the Clients. The fact that the Firm, its employees, affiliates or their related persons have a financial ownership interest in the Clients creates a potential conflict of interest in that it could cause the Firm to make different investment decisions than if they did not have such a financial ownership interest. Further, StemPoint Capital charges fees based on a percentage of assets under management. Such asset-based fee is payable without regard to the overall success or income earned by the Clients and therefore has the potential to create an incentive on the part of StemPoint Capital to raise or otherwise increase assets under management to a higher level than would be the case if StemPoint Capital were receiving a lower or no management fee. The receipt of performance-based compensation has the potential to create an incentive for StemPoint Capital to make investments that are riskier or more speculative than would be the case in the absence of a performance-based fee structure.

Consistent with such duty, in determining best execution, StemPoint Capital takes into account the full range and quality of a broker-dealer’s services, including such factors as available prices and rates of brokerage commissions, the value of ongoing relationships the Firm has with broker-dealers, and research and brokerage services provided by broker-dealers. StemPoint Capital does not select broker-dealers solely based on the lowest possible commission costs, but on the best qualitative execution and overall value. Moreover, StemPoint Capital does not measure best execution by the circumstances surrounding a single transaction but measures best execution instead over time. Consistent with such policy, consideration is given to a variety of factors, including, but not limited to, one or more of the following:

A broker-dealer’s execution capabilities with respect to the relevant type of order; The commissions rates charged by a broker-dealer, which may be based on the size of the order, the price of the security, and whether the receipt of products or services is involved; Historical net prices (after mark-ups, mark-downs or other transaction-related compensation) on other transactions;

The broker-dealer’s general reputation and ability to execute an order in an appropriate time frame (i.e., the overall responsiveness of the broker-dealer, as expressed in how well the broker-dealer serves the Firm and its Clients); The amount of business with each broker-dealer and the justification for directing trades to those broker-dealers, such as the quality, comprehensiveness, and frequency of research provided by the broker-dealer; The gross compensation paid to each broker-dealer; The competitiveness of commission rates and spreads, including the documentation to support such competitiveness, i.e., comparison of “standard” commission rates or “minimum” transaction costs between broker-dealers offering comparable products and services; The nature of the security and available market makers; Statistics or other information by independent consultants on the relative quality of executions/financial services by each broker-dealer; The financial strength (net capital), integrity, and stability of each broker-dealer, if relevant; The ability of the broker-dealer’s back office staff to respond promptly to inquiries during volatile markets; Access to underwritten offerings (initial and follow-on public offerings) and secondary markets; Attendance of research conferences; Block trading and block positioning capabilities; The ability of the broker-dealer to handle complex, difficult and variable number and size of trades; Idea generation; Confidentiality of trading activity; Market intelligence; Which broker-dealer’s have provided research that has been helpful in the management of Client accounts; Availability of securities to borrow for short sales; and The value of privacy considerations, liquidity, price improvement and lower commission rates on electronic communications.

Although StemPoint Capital will make a good faith determination that the amount of commissions paid is reasonable in relation to the value of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable (i.e., Clients may “pay up” for research and other services provided by the broker through the commission rate (“soft dollars”)). The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services (described below) create a potential conflict of interest between StemPoint Capital and its Clients. The Firm maintains policies and procedures for the review of quality of executions, including pre-approval of new broker-dealers and at least quarterly reviews by its Best Execution Committee.

StemPoint Capital does not currently utilize soft dollars. However, as stated above in Item 4: Advisory Business, StemPoint Capital has entered into a client commission agreement with an affiliate of the Strategic Investor pursuant to which StemPoint Capital may accumulate commission credits, which could be used to make payments to third parties from which StemPoint Capital receives services, products, or soft dollar benefits. As of the date of this brochure, the client commission agreement referenced is not active. If the Firm utilizes soft dollars in the future and it determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and research services provided by such broker, the Clients may pay commissions to such broker in an amount greater than the amount another firm might charge. Any such arrangements will be consistent with Section 28(e) of the Exchange Act, which permits the use of soft dollars in certain circumstances. The use of Client brokerage commissions to obtain research or other products or services would be a benefit to the Firm because the Firm would not have to produce or pay for the research, products, or services. In the event the Firm utilizes soft dollars, StemPoint Capital may receive a product or service that may be used only partially for functions within Section 28(e) (i.e., an order management system, trade analytical software or proxy services). In such instances, StemPoint Capital will make a good faith effort to determine the relative proportion of the product or service used to assist StemPoint Capital in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting StemPoint Capital in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by Client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by StemPoint Capital from its own resources or borne by the Client as an expense where allowable. Research and brokerage services obtained by the use of commissions arising from Client portfolio transactions may be used by StemPoint Capital in its other investment activities and thus, Clients may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. StemPoint Capital has no obligation to deal with any particular broker or dealer in executing transactions and will periodically review brokerage and soft dollar arrangements. Soft dollar arrangements present potential conflicts of interest in allocating securities transactional business to broker-dealers in exchange for soft dollar benefits, including an incentive to select a broker-dealer based on StemPoint Capital’s interest in receiving research or other products or services, rather than on the Clients’ interest in receiving the most favorable execution. A broker is not precluded from receiving business because it does not provide research and brokerage services beyond execution services. Commissions paid may vary throughout the year for purposes of obtaining soft dollar research. The Firm maintains policies and procedures for the review of soft dollar arrangements, including pre-approval of formal soft dollar arrangements and at least quarterly reviews by its Best Execution Committee.

Client Referrals from Brokers Neither StemPoint Capital nor any related person receives client referrals from any broker-dealer or third party. However, subject to best execution, the Firm considers, among other things, capital introduction and marketing assistance with respect to investors in the Funds in selecting broker-dealers for the Funds. The Firm has entered into agreements on behalf of the Funds with certain brokers-dealers that act as prime brokers or executing brokers on behalf of the Funds. These brokerdealers sponsor events, meetings or other communications between potential investors and StemPoint Capital. On occasion, StemPoint Capital’s personnel will speak at conferences and programs for potential investors interested in investing in hedge funds which are sponsored by those broker-dealers. These conferences and programs may be a means by which the Firm can be introduced to potential investors. Currently, neither StemPoint Capital, nor any of the Funds, compensate broker-dealers for organizing such “capital introduction” events or for any investments ultimately made by prospective investors attending such events (although either may do so in the future). While such events and other services provided by a broker-dealer may influence StemPoint Capital in deciding whether to use such broker-dealer in connection with brokerage, financing and other activities of the Funds (subject to its obligation to seek best execution on behalf of its Funds), the Firm will not commit to allocate a particular amount of brokerage to a broker-dealer in any such situation. See Item 14: Client Referrals and Other Compensation for further information regarding capital introduction services. Directed Brokerage The Firm does not recommend, request or require that a Client direct StemPoint Capital to execute transactions through a specified broker-dealer. However, a particular Client of the Firm has discretion to direct the Firm in writing not to use a particular broker-dealer to execute transactions for that particular Client account. Where the particular Client restricts the use of certain broker-dealers, it is possible that the Firm may be unable to achieve most favorable execution of Client transactions, and the Client may be disadvantaged as a result of a less favorable execution price and/or higher commissions. In addition, less favorable execution prices and/or higher commissions could result from the Client’s inability to participate in aggregate orders or other reasons. Directed brokerage potentially has the effect of reducing the ability of the Firm to negotiate volume discounts on brokerage and otherwise achieve benefits from larger trades. Allocation and Aggregation of Investments StemPoint Capital’s duty of loyalty to one Client can potentially conflict with its duty of loyalty to another, particularly with respect to allocations of investments. In order to mitigate this inherent potential conflict of interest among Clients, StemPoint Capital has adopted a policy to provide fair and equitable treatment to all Clients consistent with StemPoint Capital’s duty of loyalty. In particular, investments may not be allocated to one Client over another in order to, among other things: (i) favor one Client at the expense of another; (ii) generate higher fees paid by one Client over another, or produce greater performance compensation; (iii) develop a relationship with an investor or prospective investor or client; (iv) compensate an investor for past services or benefits rendered to

StemPoint Capital, or induce future services or benefits to be rendered to StemPoint Capital; or (v) equalize performance among different Clients, or for any other similar reason. In the event StemPoint Capital determines to buy or sell the same security on behalf of more than one Client, StemPoint Capital will generally aggregate trades (in accordance with trade guidelines, as applicable) with the broker on behalf of all such accounts in order to ensure fairness for all accounts. It is StemPoint Capital’s policy, when purchasing securities for more than one of its Clients (i.e., bunching orders), to purchase the quantity of such securities necessary to supply all Clients and to then average the aggregate costs over all securities purchased. Related benefits to such Clients also will be averaged over the securities purchased. In some circumstances, it may be appropriate for StemPoint Capital to buy or sell a security on behalf of more than one Client over a period of time. For example, if StemPoint Capital is buying a small capitalization and/or relatively illiquid security for more than one Client, StemPoint Capital may wish to fill the order over a period of days or even weeks. In such instances, although it may not be possible to aggregate orders for all Clients, StemPoint Capital still must allocate Clients’ orders pursuant to the allocation guidelines (as applicable). However, in the event that StemPoint Capital determines a need to buy or sell a security on behalf of more than one Client over a period of time, there can be no assurance of equality of treatment among all Clients. Trade Errors Trade errors involving transactions effected by StemPoint Capital on behalf of its Clients occur on occasion. StemPoint Capital will seek to detect prior to settlement and promptly correct and mitigate any losses resulting from trade errors and similar human errors involving any transaction on behalf of the Clients. Trade errors may result in losses or gains. Unless otherwise agreed with a particular Client, losses caused by trade errors committed by StemPoint Capital will ordinarily be borne by Clients, except for losses caused by StemPoint Capital’s bad faith, gross negligence, willful misconduct, actual fraud, or criminal conduct, which losses would then be borne by StemPoint Capital. To the extent a trade error is caused by a counterparty, such as a broker-dealer, StemPoint Capital will use reasonable efforts to try to recover any losses associated with such error from the counterparty. Any gains resulting from such errors will be retained by the affected Client(s). The evaluation of the standard of care exercised in committing a trade error will be performed by StemPoint Capital, in its sole discretion, and has a potential conflict of interest in making such a determination.

Firm; and Kevin Roan, CCO of the Firm. Specifically, Ms. Ross is responsible for managing the Firm’s portfolios and the risk management of such portfolios. Ms. Ross and Mr. Tan review the portfolios and research pipeline on an ongoing basis. In addition, Ms. Ross and Mr. Tan use an internally developed proprietary risk system to view the portfolios and exposures on a regular basis. Mr. Gorynski, in his capacity as CFO of the Firm, and in coordination with the independent third-party administrator, reconciles all trades on an accounting and book basis. Mr. Roan, in his capacity as CCO of the Firm, periodically reviews Firm investments with respect to consistency with the investment objectives and guidelines set forth in the respective advisory agreements and with applicable law and regulations. In addition, the Firm uses an independent third party to conduct annual financial audits of the accounts of the Funds. In addition to reviews in the ordinary course of business, a review of a Client account may be triggered by any unusual activity or special circumstances, including, but not limited to, changes in market, economic, or legal or regulatory conditions, changes in information or other factors regarding a particular investment, purchase or sales of investments, and other similar developments and events. The separate accounts advised by StemPoint Capital will receive all brokerage confirmations and periodic statements with respect to their accounts directly from the account custodian(s). Each account will also receive reports from StemPoint Capital with respect to their Client account in accordance with the terms of the applicable advisory agreement. With respect to the Funds, the independent third-party administrator conducts independent monthly verification of StemPoint Capital’s pricing of its investments held by the Funds and prepares quarterly investor transparency reports to the Funds, that includes among other items, the percentage (if any) of the relevant Fund’s investments for which the independent third party administrator was unable to verify prices. With respect to investors, the independent third-party administrator provides a monthly report to investors in the Funds that confirms capital balances, net income/loss, and performance for the month. StemPoint Capital also issues to investors in the Funds audited financial statements concerning their respective Fund no later than 120 days after the end of such fiscal year. StemPoint Capital also issues to investors Schedule K-1’s prepared by our auditor after the end of such Fund’s fiscal year. All such reports stated above are written.

to be paid jointly and severally by StemPoint Capital, the Funds and the Funds’ respective general partners as well as certain indemnification rights. All such compensation is fully disclosed to each investor consistent with applicable law. Investors in the Funds are not advisory clients of the Firm. All such referral activities are conducted in accordance with Rule 206(4)-1 under the Advisers Act, as well as relevant SEC guidance. The Firm executes Client transactions with broker-dealers that sponsor events, meetings or other communications between potential investors and the Firm. These capital introduction services are provided incidental to other brokerage services. The Firm is not compelled to engage broker-dealers that sponsor these capital introduction programs in order to be included at these events. However, these capital introduction events are typically sponsored by broker-dealers that provide necessary services to certain Clients, and have the potential to create the appearance of using the execution services of these broker-dealers in order to be invited to their capital introduction programs. The Firm does not pay to participate in these programs and does not cause Clients to execute transactions with such broker-dealers or pay higher commissions or other transaction costs to broker-dealers in connection with these programs or services. However, the Firm from time to time pays to attend certain conferences, seminars and other events that are attended by prospective investors, but are not specifically designed as capital introduction events. Furthermore, broker-dealers or their affiliates have the potential to introduce the Firm to prospective investors and will continue to have business relationships with, and execute brokerage transactions on behalf of, Clients.

A “qualified custodian” generally is a bank or savings association that has deposits insured by the FDIC, an SEC registered broker-dealer, a futures commission merchant or a foreign financial institution that holds segregated customer assets. StemPoint Capital may engage additional qualified custodians in the future. To ensure compliance with the Custody Rule, the Firm will ensure that the Funds are subject to annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board in accordance with its rules and that the Funds’ audited financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles are distributed to all investors no later than 120 days after the end of each fiscal year. The Funds are also subject to audit upon liquidation and the audited financial statements are distributed to all investors promptly after the completion of such audit. Additionally, the independent

third-party administrator for the Funds sends monthly account statements to investors. Investors should carefully review the audited financial statements of the Funds and monthly account statements upon receipt. As described in Item 13: Review of Accounts, the Funds have engaged an independent 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, in coordination with the CFO of the Firm, reconciles the Funds’ accounting records with the records of the prime brokers or custodians. Clients should receive periodic statements from the custodian that holds and maintains the relevant Client account. StemPoint Capital urges each Client to carefully review such statements and compare such official custodial records to any account statements that StemPoint Capital provides to such Client. StemPoint Capital’s statements may vary from custodial statements based on accounting procedures, reporting dates or valuation methodologies of certain securities or other instruments. StemPoint Capital generally is not deemed to have custody of the funds and securities of the Strategic Investor SMA and the Segregated Portfolio.

All limitations and restrictions placed upon a Client or investor’s investment, such as in the form of a side letter agreement, must be presented to the Firm and agreed to in writing by the Firm and such Client or investor. Each Fund’s investment strategy is set forth in detail in such Fund’s confidential offering memorandum (or similar document). Prospective investors are provided with a confidential offering memorandum prior to their investment and are encouraged to carefully review the confidential offering memorandum, along with all other relevant offering materials, to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Prospective investors should also consult with their legal, tax, or other advisors prior to making any investment. Prospective investors must also execute a subscription agreement, in which they make various representations, including representations regarding their suitability to invest in a high-risk investment.

Pursuant to StemPoint Capital’s proxy voting procedures, in the event StemPoint Capital receives proxies sent to a Client, the portfolio manager for the applicable Client account will be responsible for casting the proxy, consistent with StemPoint Capital’s general voting guidelines and other applicable Firm policies. However, StemPoint Capital may also engage an independent third party to cast any proxy votes on behalf of its Clients in the event that the CCO identifies a material conflict of interest in casting such votes. Clients may obtain a copy of StemPoint Capital’s complete proxy voting policies and procedures and information about how StemPoint Capital voted any proxies on behalf of such Client by contacting Kevin Roan, StemPoint Capital’s CCO, at (929) 376-1311 or at kevin@stempointcapital.com.