Vestal Point Capital, LP: investment adviser

The Firm serves as the investment adviser, with discretionary trading authority, to pooled investment vehicles which are offered to investors on a private placement basis (each a “Fund” and collectively, the “Funds”). Vestal Point implements investment strategies for the Funds through a master-feeder structure. Vestal Point manages the following Funds: • • •

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

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

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

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

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

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

costs and expenses of leverage or any other borrowings of the Master Fund, or such subsidiaries and special purpose vehicles, including, without limitation, interest charges and fees; (n) expenses incurred in the collection of monies owed to the Funds, or such subsidiaries, intermediate funds and special purpose vehicles, as applicable; (o) auditing and accounting expenses, including, without limitation, expenses associated with the preparation of financial statements, tax returns and Schedules K-1, and the fees and expenses of the auditor; (p) any taxes, fees or other governmental charges, including, without limitation, any withholding taxes that are not Investor-Related Taxes (as defined below); (q) costs and expenses associated with investor communications and reports and the delivery thereof to investors; (r) the costs of service providers or software to measure or monitor risk metrics, to aggregate positions and/or to provide reporting with respect to risk metrics and/or positions; (s) costs and expenses associated with meetings of the Investors, including, without limitation, the reasonable costs of the Firm’s travel to such meetings; (t) insurance expenses, including, without limitation, general partner liability insurance and other policies, if any, including directors’ and officers’ liability insurance and errors and omissions insurance; (u) costs and expenses (including, without limitation, taxes, fees or other governmental charges) associated with the formation, organization and operation of any subsidiary, special purpose vehicle, alternative investment vehicle, holding company or similar entity formed with respect to investments, credit facilities or other transactions entered into for the benefit of the Master Fund or such subsidiaries and special purpose vehicles; (v) winding-up, liquidation, termination and dissolution expenses; (w) costs, fees, and expenses related to registration, qualification and/or exemption under any applicable U.S. federal, state, local or non-U.S. laws, rules or regulations, including, without limitation, blue sky fees, Form D, Form 8.3, CFTC filings and notices and other securities and/or investment-related filing expenses; (x) costs related to any transfers of Interests, unless otherwise charged to or borne by the applicable transferor and/or transferee; (y) expenses incurred in connection with the preparation of, and any amendment to, the partnership agreement, the subscription agreement, and the private placement memorandum of the Funds, as well as the preparation of, compliance with and amendment to any side letter entered into by the Funds; (z) expenses incurred in connection with pursuing, defending or participating in any litigation, arbitration, mediation or similar proceeding by the Funds or any such subsidiaries and special purpose vehicles; (aa) any extraordinary expenses (including, without limitation, all litigation-related and indemnification and contribution expenses, including, without limitation, the amount of any judgment or settlement paid in connection therewith); (bb) fees of the Master Fund’s directors and officers including any AML Officers; (cc) fees of the independent members of any advisory committee or governance board; (dd) the Management Fee and (ee) all other fees, costs, charges and expenses associated with the business, affairs and/or operations of the Fund, the Master Fund, or such subsidiaries and special purpose vehicles, including, without limitation, any other cost that may otherwise be paid with soft dollars pursuant to Section 28(e) of the Exchange Act. Generally, all expenses borne by the Funds, other than the Management Fee, the Incentive Allocation and any expenses that the Fund’s General Partner or the board of directors, respectively determine should be allocated to a particular Investor (e.g., Investor-related taxes and any expenses relating to any special investment), will be charged against the shares/interest of all the Investors on a pro rata basis. Notwithstanding the foregoing, any expense relating specifically to a special investment account, whether or not the corresponding special investment is consummated, along with a proportionate share of any expenses associated with audits, taxes and administration associated with such special investment, will be charged against the series or sub-series of shares/interest of Investors participating in such special investment account on a pro rata basis as described in more detail -9DM_US 600580726-4.145893.0005

in each Fund’s Governing Documents. The General Partner/Board of Directors may, however, allocate expenses on another basis, including by allocating certain expenses to certain (which may be less than all) Investors, if the General Partner/Board of Directors determines that such an allocation is more equitable or otherwise required by applicable law, rule or regulation. In addition, any Fund Expenses attributable solely to investments in “new issues” will be allocated solely to those Investors who participate in the relevant investments with respect to their relative interest in such investments. Further, the General Partner will have the right to charge any Investor, and not treat as a Fund Expense, any expense attributable to a single Investor or a group of Investors. From time to time, the Firm and/or its affiliates may elect to bear certain expenses on behalf of the Funds that are Fund Expenses. The Firm and/or its affiliates will not have any obligation to bear such expenses and may elect at any time (in whole or in part) to no longer bear such expenses on behalf of a Fund. To the extent that expenses to be borne by the Funds are paid by the Principal, the Fund General Partner, or the Firm, the Funds will reimburse such party for such expenses. The Funds do not have a predetermined limit on its ordinary or extraordinary operating expenses. The Funds’ actual annual operating expenses are disclosed in the Funds’ year-end audited financial statements, which are provided to each Investor. To the extent that Fund Expenses are attributable to multiple Clients, such amounts will be allocated in accordance with the Firm’s expense allocation policy and each Client’s Governing Documents, pursuant to which the Firm generally will allocate such expenses pro rata based upon the respective net asset values of such applicable Clients or respective size of investment by such applicable Clients in an underlying investment, as applicable. Notwithstanding the foregoing, the Firm could make non-pro rata allocations as it determines in its good faith discretion are fair and equitable in accordance with the Firm’s policies and procedures. Neither the Firm nor its employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products.

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

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Certain of the Funds admit only investors that are “accredited investors” within the meaning set forth in Regulation D under the Securities Act of 1933 and “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act. Certain other Funds require investors to meet certain suitability qualifications, such as being both (A) “accredited investors” under SEC Regulation D of the Securities Act of 1933 and (B) “qualified purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company Act. It is anticipated that any future pooled investment vehicle managed by Vestal Point will have similar eligibility standards as the Funds. Vestal Point also provides advisory services to the Account on a discretionary basis in accordance with the Advisory Agreement. With respect to the Accounts, Vestal Point does not have any standard requirements for opening or maintaining a separately managed account and may, in its discretion, require a different investment minimum for any account managed in the future.

Investment Objective The objective of the Clients is to consistently generate attractive risk-adjusted returns by investing primarily in the healthcare space, including, but not limited to, biotechnology, pharmaceuticals, medical devices, tools and diagnostics. The Clients invest in long and short positions of equities in these sectors across the full range of market capitalizations. It may maintain a net long or net short exposure on the aggregate portfolio level. The Clients aim to build a portfolio with low net exposure, allowing it to seek to produce attractive risk-adjusted returns regardless of the overall market or sector performance. In implementing its strategy, -12DM_US 600580726-4.145893.0005

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

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

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

of, or participation in, the markets) may reduce the prospect that the strategy will be profitable. Any factor that would make it more difficult to execute trades at the strategy’s signal prices, such as a significant lessening of liquidity in a particular market, also would be detrimental to profitability. Proprietary Trading Methods. Because the trading methods employed by the Firm on behalf of the Clients are proprietary to Vestal Point, an Investor will not be able to determine any details of such methods or whether they are being followed. New Strategies and Techniques. While Vestal Point will generally seek to employ the representative investment strategies and techniques discussed herein, the Firm (subject to the policies and control of the Fund General Partner, in its capacity as general partner of the Clients and investment manager for the Accounts) has considerable discretion in the types of securities that the Clients may trade and has the right to modify the investment strategies and techniques of the Clients without the consent of the investors. New investment strategies and techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings which could result in unsuccessful trades and, ultimately, losses to the Clients. In addition, any new investment strategy or technique developed by the Firm may be more speculative than earlier investment strategies and techniques and may involve material and as-yet-unanticipated risks that could increase the risk of an investment in the Clients. Alternative Data. The Firm uses certain alternative data in its investment process. Alternative data include datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather, medical databases, publications and conferences, applications and devices (such as smartphones) that generate location and mobility data, and government and other public records databases. These data are sometimes referred to as “big data” or “alternative data.” We may apply these 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 expected to be borne—in whole or in part—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 the Clients in numerous jurisdictions. We 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 or to the Clients. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of the Fund. Risks Relating to Market Conditions Generally Assumption of Catastrophe Risks. The Clients may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; social or political unrest; cyberterrorism; major or prolonged power outages or network interruptions; and public -16DM_US 600580726-4.145893.0005

health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which the Clients invest (or has a material negative impact on the operations of the Firm or the Service Providers), the risks of loss can be substantial and could have a material adverse effect on the Clients and the Investors’ investments therein. Furthermore, any such event may also adversely impact one or more individual Investors’ financial condition, which could result in substantial redemption requests by such Investors as a result of their individual liquidity situations and irrespective of Client performance. Climate Change-Related Risks. The environmental effects of climate change, including rising temperatures, extreme weather, fires, flooding, erratic weather fluctuations, agricultural failures and displacement and destabilization of human populations, could have materially adverse effects on the securities held by the Clients. The Firm believes that such risks may increase over time, although the time period over which these consequences might unfold is difficult to predict. In addition to the physical, economic and geopolitical risks associated with climate change, there are transition risks. The willingness of certain governments, industries and businesses, especially those that profit from, or have a reliance on, fossil fuels, to adapt to climate change or transition to sustainable practices may also adversely affect the securities held by the Clients. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain industries whose activities or products are seen as accelerating climate change, or ill-positioned in light of the economic and social demands imposed by climate change. In recent years, certain investors have incorporated the business risks of climate change and the adequacy of companies’ responses to climate change as part of their investment theses. These shifts in investing priorities may result in adverse effects on the trading price of securities if investors determine that a company has not made sufficient progress on climate change and environmental sustainability matters whether or not climate change proves to be as severe as predicted or preventable. The values of securities whose performance is linked to assets and revenue streams that are exposed to climate change risk may readily be affected by both long-term, systemic effects of climate change, as well as severe environmental events whose occurrence is inherently unpredictable. MiFID II. The package of European Union market infrastructure reforms known as “MiFID II” increased regulation of trading platforms and firms providing investment services in the European Union. Among its many market infrastructure reforms, MiFID II brought in: (i) significant changes to pre- and post-trade transparency obligations applicable to financial instruments admitted to trading on EU trading venues (including a new transparency regime for non-equity financial instruments); (ii) an obligation to execute transactions in shares and derivatives on an EU-regulated trading venue; and (iii) a new focus on regulation of algorithmic and high-frequency trading. These reforms may lead to a reduction in liquidity in certain financial instruments over time, as some of the sources of liquidity exit European markets, and may result in significant increases in transaction costs. Other regulatory changes, such as an increase in the scope of commodities and commodity derivatives regulation, including position limits and regulatory position management powers could, over time, similarly lead to liquidity reduction and/or an increase in costs and spreads -17DM_US 600580726-4.145893.0005

in the European commodities markets. Although the full impact of these reforms is difficult to assess at present, it is possible that the resulting changes in the available trading liquidity options and increases in transactional costs may have an adverse effect on the ability of the Firm to execute the investment program. 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 one-week 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. Investors should expect that the Clients will 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 Clients are a party may adversely affect the performance of the Clients. Potential Interest Rate Increases. Uncertainty of the U.S. and global economy, and sensitivity of interest rates to changes in U.S. government and other nations’ monetary and fiscal policies, including changes in the federal funds rate, create a risk that interest rates will be volatile in the future. Interest rate volatility is difficult to predict, and may cause the value of any assets sensitive to interest rates, including fixed income instruments, held by the Clients to decrease, which may result in substantial redemptions from the Clients that, in turn, force the Clients to liquidate such instruments at disadvantageous prices negatively impacting the performance of the Clients. Governmental Interventions. Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on the Clients’ strategies. Risks Relating to Private Investment Clients Generally

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Risk of Loss. No guarantee or representation is made that the Clients’ investment program, including the Clients’ investment objective, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of the Clients and the Firm (or investments otherwise made by the investment professionals of the Firm) are not necessarily indicative of their future performance. General Economic Conditions and Recent Events. Various sectors of the global financial markets have recently experienced extended periods of market volatility, such as disruptions in global supply chains, natural disasters due to climate change, high inflation, the ongoing invasion of Ukraine by Russian forces, the Israel-Hamas conflict, U.S. tariffs on Canada, Mexico, and China. These geopolitical conditions continue to disrupt global markets having an adverse effect on the financial markets domestically and globally. Consumer and business confidence could increase market volatility and reduce liquidity, which could cause a materially adverse effect on the Clients’ performance and overall ability to achieve its investment strategies. Systemic Risk. Systemic risk is the risk of broad financial system stress or collapse triggered by the default of one or more financial institutions, which results in a series of defaults by other interdependent financial institutions. Financial intermediaries, such as clearinghouses, banks, securities firms and exchanges with which the Client interacts, as well as the Client, are all subject to systemic risk. A systemic failure could have material adverse consequences on the Client and on the markets for the securities in which the Client seeks to invest. In recent years, retail investors have benefitted from increased access to the financial markets through smartphone and computer applications. Many of these retail investors have little or no experience investing in financial markets. The simultaneous rise of online social media platforms has created opportunities for these new market participants and established investors to discuss and share information about potential investments, whether or not such discussions or information are accurate or based on verifiable data. These social media interactions could motivate investors with a large amount of capital or large groups of investors with small amounts of capital (but which in the aggregate constitute a large amount of capital) to make investment decisions that may result in significant price fluctuations that appear divorced from common principles of fundamental analysis (e.g., the early 2021 price fluctuations in certain “meme stocks”). This type of risk was widely unforeseen at the time, and the rise of new participants in financial markets, new trading platforms and new methods of sharing information may, and likely will, give rise to similar unpredictable risks in the future. A concurrent sudden and dramatic increase in trading volume of securities and derivatives could lead to a loss of liquidity by certain brokers and clearinghouses, which could have further adverse effects on market participants or the market as a whole. Market volatility of this type is difficult to predict and can lead to significant losses to holders of implicated or related investments, including the Client. Risks Relating to the Investment Activities of the Clients Counterparty Risk. The Clients have and expect to continue to establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit the Clients to trade in any variety of markets or asset classes over time. However, there can be no assurance that the Clients will be able to establish or maintain such relationships. An inability to establish or maintain such relationships could limit the Client’s trading activities, create losses, preclude -19DM_US 600580726-4.145893.0005

the Clients from engaging in certain transactions or prevent the Clients from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships could have a significant impact on the Client’s business due to the Client’s reliance on such counterparties. The Clients may effect transactions in the “over-the-counter” (“OTC”) derivatives markets. The stability and liquidity of OTC derivatives transactions depend in large part on the creditworthiness of the parties to the transactions. In the OTC markets, the Clients enter into a contract directly with dealer counterparties that may expose the Clients to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide). In addition, the Clients may have a concentrated risk in a particular counterparty, which may mean that if such counterparty were to become insolvent or have a liquidity problem, losses would be greater than if the Clients had entered into contracts with multiple counterparties. Certain OTC derivative contracts require that the Clients post collateral. If there is a default by a counterparty, the Clients under most normal circumstances will have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs that could result in the net asset value of the Clients being less than if the Clients had not entered into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. In such case, the recovery of the Client’s securities from such counterparty or the payment of claims therefor may be significantly delayed and the Clients may recover substantially less than the full value of the securities entrusted to such counterparty. Collateral that the Clients post to its counterparties that is not segregated with a third-party custodian may not have the benefit of customer-protected “segregation” of such funds. In the event that a counterparty were to become insolvent, the Clients may become subject to the risk that it may not receive the return of its collateral or that the collateral may take some time to return. Further, no restrictions have been imposed by the Fund General Partner or the Firm on the collateral and asset reuse or re-hypothecation arrangements to which the Clients may agree with its brokers and custodians, and the Client’s prime broker and trading agreements may contain certain provisions that allow a counterparty to require additional levels of collateral for various reasons. If the Clients are unable to provide additional collateral, the lender could liquidate assets held in the account to satisfy such obligations, which could have extremely adverse consequences. In addition, the Clients may use counterparties located in jurisdictions outside the United States. Such local counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and their application to the Client’s assets are subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on the Clients and its assets. Investors should assume that the insolvency of any such counterparty would result in significant delays in recovering the Client’s securities from

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or the payment of claims therefor by such counterparty and a loss to the Clients, which could be material. Outsourced Trading. One or more broker-dealers may be engaged by the Firm on behalf of the Clients to execute and/or direct a portion of the Client’s trades on an outsourced basis. Consequently, Fund Expenses could be higher as a result of paying such third party than if the Firm traded directly with such brokers. Competition; Availability of Investments. Certain markets in which the Clients may invest are extremely competitive for attractive investment opportunities. As a result, there can be no assurance that the Firm will be able to identify or successfully pursue attractive investment opportunities in such environments. Volatility Risk. The Clients’ investment program may involve the purchase and sale of relatively volatile securities and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such securities and/or markets can adversely affect the value of investments held by the Clients. Significant Positions in Securities; Regulatory Requirements. In the event the Clients acquire a significant stake in certain issuers of securities and such stake exceeds certain percentage or value limits, the Clients may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the Clients and the Firm. Any such requirements may impose additional costs on the Clients and may delay the acquisition or disposition of the securities or the Client’s ability to respond in a timely manner to changes in the markets with respect to such securities. In addition, “position limits” may be imposed by various regulators that may limit the Clients’ ability to effect desired trades. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a Security. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. To the extent that the Clients’ position limits were aggregated with an affiliate’s position limits, the effect on the Clients and resulting restriction on its investment activities may be significant. If at any time positions managed by the Firm were to exceed applicable position limits, the Firm would be required to liquidate positions, which might include positions of the Clients, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, the Clients might have to forgo or modify certain of its contemplated trades. In addition, if the Clients, acting alone or as part of a group, acquires beneficial ownership of more than 10% of a certain class of securities of a public company or places a director on the board of directors of such a company, under Section 16 of the Exchange Act, the Clients may be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such Securities. Furthermore, in such circumstances, the Clients will be prohibited from entering into a short position in such issuer’s securities, and therefore limited in its ability to hedge such investments. Similar restrictions and requirements may apply in non-U.S. jurisdictions. Commodity Interest Trading Limit. The Fund General Partner currently operates the Clients subject to the CFTC Rule 4.13(a)(3) de minimis exemption (the “4.13(a)(3) Exemption”). While the 4.13(a)(3) Exemption provides relief from certain CFTC reporting and recordkeeping -21DM_US 600580726-4.145893.0005

requirements, it generally requires the Clients to, among other things, have de minimis levels of commodity interest trading. Accordingly, the Clients will operate with significant restrictions upon its trading of the instruments that are restricted under the 4.13(a)(3) Exemption, such as commodity futures, Security futures options thereon and certain swaps. As a substitute for such instruments, the Clients may trade other instruments that are not restricted under the 4.13(a)(3) Exemption. As a result, the Clients may incur higher transaction costs or effect a less optimal hedge than it would otherwise be able to if it were not operated subject to the 4.13(a)(3) Exemption. Cybersecurity Breaches and Identity Theft Risk. The Firm and its affiliates’ information and technology systems are subject to a number of different threats or risks that could adversely affect the Clients and their Investors. Although the Firm has implemented various measures 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 Clients and its Investors, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, the Firm or the Clients could be materially adversely affected. For example, these systems are subject to a variety of risks, including but not limited to damage or interruption from computer viruses, network failures, computer and telecommunication failures, security threats (including ongoing cyber security threats to and attacks on information technology infrastructure), infiltration by unauthorized persons and other security breaches, usage errors by their respective professionals, the increased threat arising from state sponsorship of cybersecurity attacks, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Third parties could also attempt to fraudulently induce employees, customers, third-party service providers or other users of the general partners’ and the Firm’s systems to disclose sensitive information, including non-public personal information related to Investors (and their beneficial owners) in order to gain access to the general partners’ or the Firm’ data or that of the Clients’ Investors. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information, including nonpublic personal information related to Investors (and their beneficial owners of Investors) and material nonpublic information. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Firm’, its affiliates’, and/or the Clients’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to Investors (and the beneficial owners of Investors), material non-public information and the intellectual property and trade secrets and other sensitive information of the Firm or its affiliates. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. Any such failure or unauthorized disclosure of data could harm the Firm’s or the Clients’ reputation and require a significant investment to remedy the effects of any such failures, subject any such entity and their respective affiliates to legal claims, increased costs, financial losses, reputational harm, adverse publicity, regulatory intervention, and otherwise affect their business and financial performance. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. The service providers of the Firm and the Clients are subject to the same information security threats. If a service provider fails to adopt or adhere to adequate data security policies, or if the service provider’s network is breached, information relating to the transactions of the

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Clients and personally identifiable information of the Investors (and beneficial owners thereof) may be lost or improperly accessed, used, or disclosed. Business Continuity and Disaster Recovery Risk. The Firm and its Clients’ business operations may be vulnerable to disruption in the case of catastrophic events such as fires, natural disaster (e.g., tornadoes, floods, hurricanes and earthquakes), epidemics and pandemics, terrorist attacks or other circumstances resulting in property damage, network interruption and / or prolonged power outages. Although the Firm has implemented various measures to manage risks relating to these types of events, there can be no assurances that all contingencies can be planned for. If such business operations are disrupted or suspended for extended periods of time, the Clients may be adversely affected. Litigation Risk. Some of the tactics that the Firm may involve litigation. The Clients could be a party to lawsuits either initiated by it, or by a company in which the Clients invest, other shareholders of such company, or U.S. federal, state and non-U.S. governmental bodies. There can be no assurance that any such litigation, once begun, would be resolved in favor of the Clients. Exposure to Material Non-Public Information. From time to time, Vestal Point may receive material non-public information with respect to an issuer of securities. In such circumstances, the Clients may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position, (ii) establishing an initial position or taking any greater position and (iii) pursuing other investment opportunities. Such restrictions might apply with respect to the issuer(s) with respect to which the Firm receives such material non-public information, or other issuers. If such restrictions or limitations apply to securities in which the Clients have an existing investment, then the Clients may be prevented from exiting or reducing its investment in that position at the desired time, giving rise to substantial investment losses, which losses, in the case of a security in which the Clients has a short position, are, theoretically, unlimited. Currency Exchange Exposure. The Clients may invest in securities denominated in currencies other than the U.S. dollar. The Clients, however, values its securities in U.S. dollars. The Firm may or may not seek to hedge its non-U.S. currency exposure by entering into currency hedging transactions. There can be no guarantee that securities suitable for hedging currency or market shifts will be available at the time when Vestal Point wishes to use them, or that hedging techniques employed by us will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of the Clients’ positions denominated in currencies other than the U.S. dollar will fluctuate with U.S. dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies. Credit Ratings. In general, the credit rating assigned by a nationally recognized rating agency to a security represents such rating agency’s opinion of the safety of the principal and interest payments of the rated instrument based on available information. Such ratings are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of such securities. Such ratings also do not reflect macroeconomic or systemic risk, including the risk of increased illiquidity in the credit markets. Further, credit ratings may change over time due to various factors, including changes in the creditworthiness of the issuer and/or changes in the rating agency’s analytics and processes. It is possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events and, as a result, outstanding ratings may not reflect the issuer’s current credit standing. The Clients may incur

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losses if it makes investments based on credit ratings that subsequently change in a way not favorable to our investment objective. Risks Relating to Investment Strategies Long/Short. The success of the Client’s long/short investment strategy depends upon the Firm’s ability to identify and purchase securities that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities in the implementation of the Client’s long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying the Client’s positions were to fail to converge toward, or were to diverge further from values expected by the Firm, the Clients may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Clients to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Firm’s long/short strategies may become outdated and inaccurate as market conditions change. Event-Driven. The success of any “event-driven” strategies that the Clients employ will depend upon the Firm’s ability to make predictions about the likelihood that an event will occur and the impact such event will have on the value of a company’s securities. If the event fails to occur or does not have the foreseen effect, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Firm had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new Security, the value of which will be less than the purchase price to the Clients of the Security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can also be prevented or delayed by a variety of factors. Short Selling. The success of the Client’s short selling investment strategy depends upon the Firm’s ability to identify and sell short securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying Security could theoretically increase without limit, thus increasing the cost to the Clients of buying those securities to cover the short position. There can be no assurance that the Clients will be able to maintain the ability to borrow securities sold short. In such cases, the Clients can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Even though the Firm secures a “good borrow” of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing the Clients to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short by the Clients.

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In addition, the Clients may be required to provide additional margin to its counterparties, including its prime brokers, on short notice if the price of a security underlying a short position suddenly rises. If the Client is unable to deliver the additional margin required, the Clients may need to prematurely close out the short position at unattractive prices, thereby resulting in a substantial loss. Depending on the timing and magnitude of a price increase in respect of an open short position, the Client may be required to liquidate long positions to meet margin requirements, thereby further increasing the losses (or decreasing the gains) of the Client. Stock loan fees charged to the Clients for borrowing securities may be substantial, and will decrease any gains (or increase losses) associated with the short position. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the OTC market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the Clients may be entirely dependent on the willingness of OTC market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. A so-called “short squeeze” can occur when the price of securities in which the Client has an open short position rises sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seeking to cover their short positions in the same time frame by purchasing the security, resulting in a rapid price increase; (ii) market participants collectively purchasing a significant amount of shares, thereby causing a substantial increase in the price of such securities; or (iii) one or more lenders of a security that was used to facilitate a short position suddenly demanding the return of the security that has been loaned. A “short squeeze” may result in the Client having to prematurely close out a short position at relatively unattractive high prices, resulting in a substantial loss. Further, the risk of a “short squeeze” likely will increase if other short sellers, market participants and/or lenders become aware of the Client’s short positions, including as a result of legally required reporting with respect to Client’s ownership of options to purchase the underlying security being shorted. Certain jurisdictions have enacted restrictions on short selling (including wholesale bans, at times) as well as public disclosure requirements. If additional short selling restrictions and disclosure requirements are enacted, the prices of the instruments in which the Clients invest may be materially affected and the ability of the Firm to take advantage of opportunities for short selling may be significantly reduced. For instance, in October 2023 the SEC adopted rules that would require increased public disclosure of institutional investment managers’ short positions in equity securities and, separately, public disclosure of securities lending transactions, including loans used in connection with short sales. While these rules have been remanded to the SEC and ultimately may be revised or vacated, such rulemaking could negatively impact the Firm’s ability to take advantage of opportunities for short selling. Long-Term. The success of the Client’s long-term investment strategy, if any, depends upon the Firm’s ability to identify and purchase securities that are undervalued and hold such investments so as to maximize value on a long-term basis. In pursuing any long-term strategy, the Clients may forgo value in the short-term or temporary investments in order to be able to avail the Clients of additional and/or longer-term opportunities in the future. Consequently, the Clients may not capture maximum available value in the short term, which may be disadvantageous, for example, for Investors who withdraw all or a portion of their capital before such long-term value may be realized by the Clients. -25DM_US 600580726-4.145893.0005

Short-Term Market Considerations. The Firm’s trading decisions may be made on the basis of short-term market considerations, and the portfolio turnover rate could result in significant trading-related expenses. Leverage for Investment Purposes. The use of leverage will allow the Clients to make additional investments, thereby increasing its exposure to assets, such that its total assets may be greater than its capital. However, leverage will also magnify the volatility of changes in the value of the Client’s portfolio. The effect of the use of leverage by the Clients in a market that moves adversely to its investments could result in substantial losses to the Clients, which would be greater than if the Clients were not leveraged. Borrowing for Cash Management Purposes. The Clients have the authority to borrow for cash management purposes, such as to satisfy withdrawal requests. The rates at and terms on which the Clients can borrow will affect the operating results of the Clients. Collateral. The instruments and borrowings utilized by the Clients to leverage investments may be collateralized by all or a portion of the Client’s portfolio. Accordingly, the Clients may pledge its securities in order to borrow or otherwise obtain leverage for investment or other purposes. Should the securities pledged to brokers to secure the Client’s margin accounts decline in value, the Clients could be subject to a “margin call,” pursuant to which the Clients must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. The banks and dealers that provide financing to the Clients can apply essentially discretionary margin (i.e., “haircut,”) financing and collateral valuation policies. Changes by counterparties in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. Lenders that provide other types of asset-based or secured financing to the Clients may have similar rights. There can be no assurance that the Clients will be able to secure or maintain adequate financing. Borrowing Costs. Borrowings will be subject to interest, transaction and other costs, and other types of leverage also involve transaction and other costs. Any such costs may or may not be recovered by the return on the Client’s portfolio. Lending of Portfolio Securities. The Clients may lend securities on a collateralized and an uncollateralized basis from its portfolio to creditworthy securities firms and financial institutions. While a securities loan is outstanding, the Clients will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as interest on the investment of the collateral or a fee from the borrower. The risks in lending securities, as with other extensions of secured credit, if any, consist of possible delay in receiving additional collateral, if any, or in recovery of the securities or possible loss of rights in the collateral, if any, should the borrower fail financially. Diversification and Concentration. The Firm may select investments that are concentrated in a limited number or types of securities. In addition, the Client’s portfolio may become significantly concentrated in securities related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose the Clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities.

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Lack of Control. The Clients may invest in debt instruments and equity securities of companies that it does not control, which the Clients may acquire through market transactions or through purchases of Securities directly from the issuer or other shareholders. Such securities will be subject to the risk that the issuer may make business, financial or management decisions with which the Clients does not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve the Client’s interests. In addition, the Clients may share control over certain investments with co-investors, which may make it more difficult for the Clients to implement its investment approach or exit the investment when it otherwise would. The occurrence of any of the foregoing could have a material adverse effect on the Fund and the Investors’ investments therein. Hedging Transactions. The Clients may utilize securities for risk management purposes in order to: (i) protect against possible changes in the market value of the Client’s investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect the Client’s unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any securities; (iv) enhance or preserve returns, spreads or gains on any Security in the Client’s portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of the Client’s securities; (vii) protect against any increase in the price of any securities that the Clients anticipate purchasing at a later date or (viii) act for any other reason that the Firm deems appropriate. The Clients will not be required to hedge any particular risk in connection with a particular transaction or its portfolio generally. The Firm may be unable to anticipate the occurrence of a particular risk and, therefore, may be unable to attempt to hedge against it. While the Clients may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Clients than if it had not engaged in any such hedging transaction. Moreover, the portfolio will always be exposed to certain risks that cannot be hedged. Risks Relating to Specific Sectors and Types of Companies Micro-, Small- and Medium-Capitalization Companies. Investments in securities of microand small-capitalization companies involve higher risks in some respects than do investments in securities of larger “blue-chip” companies. For example, prices of securities of micro- and small-capitalization, and even medium-capitalization, companies are often more volatile than prices of securities of large-capitalization companies and may not be based on standard pricing models that are applicable to securities of large-capitalization companies. Furthermore, the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) may be higher than for larger, “blue-chip” companies. Finally, due to thin trading in the securities of some micro- and small-capitalization companies, an investment in those companies may be illiquid. Risks of Investing in the Healthcare Sector. While investments in companies in the healthcare sector offer the opportunity for significant capital gains, such investments involve a high degree of business, financial, technological and regulatory risk, which can result in substantial losses. These risks include, but are not limited to, the following: • certain companies in the Client’s portfolio may have limited operating histories; • certain of these companies may not have sufficient management or marketing personnel with appropriate scientific or medical training, which may slow or impede the companies’ growth; • obtaining approval for new products from governmental agencies can often be a lengthy and expensive process, the outcome of which can be uncertain;

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• • • • •

certain of these companies may become involved in lawsuits related to their patents or products; products produced by certain of these companies may become obsolete; government policies and regulations applicable to certain of these companies may change in ways that adversely affect them; investor sentiments and preferences with regard to healthcare sector investments (some of which are generally perceived as risky) may change, which may have an adverse effect on the price of underlying securities; and U.S. stock markets may become more volatile, which may affect the prices of healthcare company securities and, in turn, may cause the performance of the Clients to experience substantial volatility.

The Clients may invest in the securities of healthcare companies engaged in the development of products or technologies or that are conducting clinical trials on products. Obtaining product approval often requires the submission of extensive preclinical and clinical data, information about product manufacturing processes, and inspection of facilities and supporting information for each therapeutic indication to establish a product candidate’s safety and efficacy. Varying interpretations of the data obtained from preclinical and clinical testing could delay, limit or prevent regulatory approval of a product candidate. The process of obtaining and maintaining regulatory approvals may vary and involves substantial regulatory discretion, is expensive and often takes many years, if approval is obtained at all. Failure to obtain and maintain regulatory approval for a product candidate following a business combination would have an adverse effect on value of the underlying securities of a healthcare company. Life Sciences (Including Biotechnology, Biopharmaceuticals and Genomics) Sector. In addition to the risks of investing in the healthcare sector generally, investments in the securities of companies in the life sciences (including biotechnology, biopharmaceuticals and genomics) sector means that the Client’s performance will be affected by additional risks particular to or having a disproportionate impact on this sector. For example, certain companies in which the Clients may invest may experience adverse impacts from: unanticipated delays in research and development efforts; previous preclinical testing or clinical trial results that ultimately are not indicative of future clinical trial results; errors in the conduct of clinical trials; adverse safety findings regarding products; clinical trial results that do not support submission of a marketing approval application for drug product candidates; intellectual property considerations; reliance on third-party manufacturers, collaborators, and clinical research organizations who may fail to perform according to agreed specifications; inability to control the development of out-licensed drug compounds or drug candidates; inability of collaborators to develop and commercialize product candidates; inability to maintain or obtain adequate product liability and other insurance coverage; adverse impact of technological advances and competition; inability to compete against third parties with greater resources; changes in pricing and reimbursements in the markets in which they compete; excessive leverage; limitations on their ability to incur additional indebtedness and incur liens on their assets restricting their ability to obtain additional capital when needed; cost of goods sold remaining high enough that it is difficult to achieve profitability; third-party payors for drugs or diagnostics rescinding or modifying their contracts or reimbursement policies or delaying payments; inability to expand as expected outside the United States; failure to receive reimbursement for a drug or diagnostic under changing Medicare rules; failure of physicians to prescribe a drug or diagnostic to the extent anticipated; inability to obtain inputs necessary to the manufacture of a drug or diagnostic at the anticipated cost; failure of information technology and telecommunications systems that are critical to their -28DM_US 600580726-4.145893.0005

business; failure to appropriately handle or dispose of biological and hazardous materials; misplaced reliance on third-party distributors; difficulties in integrating legacy companies from a merger or acquisition; inability to recruit talented personnel, including scientists; and changes in government policies or regulatory requirements of various federal and state agencies. Companies marketing pharmaceuticals and/or diagnostics are subject to competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting. The profitability of some companies in the pharmaceuticals and/or diagnostics industries may be dependent on a relatively limited number of products. Products can become obsolete due to industry innovation, changes in technologies or other market developments and many new products in the pharmaceuticals and diagnostics industries are subject to government approvals, regulation and reimbursement rates. Pharmaceutical and diagnostics companies may also be dependent on one or more wholesalers or distributors for product distribution. If a significant wholesaler or distributor should encounter financial or other difficulties, a pharmaceutical or diagnostics company might be unable to collect all or any of the amounts that the wholesaler or distributor owes such company. In addition, consolidation and integration of pharmacy chains and distribution may increase competitive and pricing pressures on pharmaceutical and diagnostics companies. Intellectual Property Considerations. The Clients may invest in the securities of companies that will need to obtain patents for their products, both in the United States and in other countries. The patent protection of the intellectual property of biotechnology and other healthcare companies in many countries is highly uncertain and involves complex legal, scientific and factual issues. Companies in which the Clients invest may face costs associated with prosecuting, maintaining, defending and enforcing patent claims and other intellectual property rights, be unable to obtain patent protection for discoveries or to in-license potential drug compounds or drug candidates or other technology. The policy regarding allowable claim matter of biotechnology or healthcare-related technology patents varies from jurisdiction to jurisdiction. Nascent Technologies. The Clients may invest in the securities and instruments of companies seeking to develop, prove, improve upon or utilize nascent or as-yet-unproven technologies. Such companies may have not reached a level of maturity that allows for a predictable level of reliability. Thus, while all investments entail a risk of loss of capital, investments in such securities and instruments should be considered substantially more speculative and significantly more likely to result in a loss of capital than many other investments. A risk in transacting in the securities and instruments of such companies is the prospect of rapid fluctuations in market price, due to a number of factors, including those discussed above. Further, notwithstanding the Firm’s view of the potential for companies in the genomics sector, a genomics-led transformation of the healthcare industry may be many years away, and companies working with genomics technologies may not become profitable or as profitable as the Firm expects for many years. Risks Relating to Specific Investments Equity Securities Generally. The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, the Clients may suffer losses if they invest in equity instruments of issuers whose performance diverges from the Firm’s expectations or if equity markets generally move in a single direction and the Client has not hedged against -29DM_US 600580726-4.145893.0005

such a general move. The Clients also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. 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 OTC 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. OTC 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. Convertible Securities. A convertible Security may be subject to redemption at the option of the issuer at a price established in the convertible Security’s governing instrument. If a convertible Security held by the Clients is called for redemption, the Clients will be required to permit the issuer to redeem the Security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Client’s ability to achieve its investment objective. Debt Securities. Debt securities of all types of issuers may have speculative characteristics, regardless of whether they are rated. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal in accordance with the terms of the obligations. Market Making by Dealers. The value of the Client’s fixed-income investments will be affected by general fixed-income market conditions, such as the volatility and liquidity of the fixedincome market, which are affected by the ability of dealers to “make a market” in fixedincome investments. In recent years, the market for bonds has significantly increased while dealer inventories have significantly decreased, relative to market size. This reduction in dealer inventories may be attributable to regulatory changes, such as capital requirements, and is expected to continue. As dealers’ inventories decrease, so does their ability to make a market (and, therefore, create liquidity) in the fixed income market. Especially during periods of rising interest rates, this could result in greater volatility and illiquidity in the fixed-income market, which could impair the Client’s profitability or result in losses.

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Interest Rate Risk. Changes in interest rates can affect the value of the Client’s investments in fixed-income instruments. Increases in interest rates may cause the value of the Client’s debt investments to decline. The Clients may experience increased interest rate risk to the extent it invests, if at all, in lower-rated instruments, debt instruments with longer maturities, debt instruments paying no interest (such as zero-coupon debt instruments) or debt instruments paying non-cash interest in the form of other debt instruments. Prepayment Risk. The frequency at which prepayments (including voluntary prepayments by the obligors and accelerations due to defaults) occur on debt instruments will be affected by a variety of factors including the prevailing level of interest rates and spreads as well as economic, demographic, tax, social, legal and other factors. Generally, obligors tend to prepay their fixed-rate obligations when prevailing interest rates fall below the coupon rates on their obligations. Similarly, floating-rate issuers and borrowers tend to prepay their obligations when spreads narrow. In general, “premium” securities (securities whose market values exceed their principal or par amounts) are adversely affected by faster than anticipated prepayments, and “discount” securities (securities whose principal or par amounts exceed their market values) are adversely affected by slower than anticipated prepayments. Since many fixed-rate obligations will be discount instruments when interest rates and/or spreads are high, and will be premium instruments when interest rates and/or spreads are low, such debt instruments may be adversely affected by changes in prepayments in any interest rate environment. The adverse effects of prepayments may impact the Client’s portfolio in two ways. First, particular investments may experience outright losses, as in the case of an interest-only instrument in an environment of faster actual or anticipated prepayments. Second, particular investments may underperform relative to hedges that the Firm may have constructed for these investments, resulting in a loss to the Client’s overall portfolio. In particular, prepayments (at par) may limit the potential upside of many instruments to their principal or par amounts, whereas their corresponding hedges often have the potential for unlimited loss. Zero-Coupon and Deferred Interest Bonds. Zero-coupon bonds and deferred interest bonds are debt obligations issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the Security at the time of issuance. While zero-coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations that provide for regular payments of interest. High-Yield. Bonds or other fixed-income securities that are “higher yielding” (including noninvestment grade) debt securities are generally not exchange-traded and, as a result, these securities trade in the OTC marketplace, which is less transparent and has wider bid/ask spreads than the exchange-traded marketplace. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions, which could lead to the issuer’s inability to meet timely interest and principal payments. High-yield securities are generally more volatile and may or may not be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High-yield securities may also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these lower-rated -31DM_US 600580726-4.145893.0005

and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higherrated securities. Companies that issue such securities may be highly leveraged and may not have available to them more traditional methods of financing. In addition, the Clients may invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. The Clients may invest in obligations of issuers that are generally trading at significantly higher yields than had been historically typical of the applicable issuer’s obligations. Such investments may include debt obligations that have a heightened probability of being in covenant or payment default in the future or that are currently in default and are generally considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically, such workout or bankruptcy proceedings result only in partial recovery of cash payments or an exchange of the defaulted Security for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. Corporate Debt. Bonds, notes and debentures issued by corporations may pay fixed, variable or floating rates of interest, and may include zero-coupon obligations. Corporate debt instruments may be subject to credit ratings downgrades. Other instruments may have the lowest quality ratings or may be unrated. In addition, the Clients may be paid interest in kind in connection with its investments in corporate debt and related financial instruments (e.g., the principal owed to the Clients in connection with a debt investment may be increased by the amount of interest due on such debt investment). Such investments may experience greater market value volatility than debt obligations that provide for regular payments of interest in cash and, in the event of a default, the Clients may experience substantial losses. Mezzanine Debt. Mezzanine debt is typically junior to the obligations of a company to senior creditors, trade creditors and employees. The ability of the Clients to influence such company’s affairs, especially during periods of financial distress or following an insolvency, will be substantially less than that of such senior creditors. Mezzanine debt instruments are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt instruments have historically been higher than for investment-grade instruments. In the event of the insolvency of a portfolio company of the Clients or similar event, the Client’s debt investment therein will be subject to fraudulent conveyance, subordination and preference laws. Stressed Debt. Stressed issuers are issuers that are not yet deemed distressed or bankrupt and whose debt securities are trading at a discount to par, but not yet at distressed levels. An example would be an issuer that is in technical default of its credit agreement, or undergoing strategic or operational changes, which results in market pricing uncertainty. The market prices of stressed and distressed instruments are highly volatile, and the spread between the bid and the ask prices of such instruments is often unusually wide. Non-Performing Nature of Debt. Certain debt instruments may be non-performing or in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to such debt instruments. -32DM_US 600580726-4.145893.0005

Troubled Origination. When financial institutions or other entities that are insolvent or in serious financial difficulty originate debt, the standards by which such instruments were originated, the recourse to the selling institution, or the standards by which such instruments are being serviced or operated may be adversely affected. Equitable Subordination. Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). If the Clients engage in such conduct, the Client may be subject to claims from creditors of an obligor that debt held by the Client should be equitably subordinated. Investments Within the Same Capital Structure. The Firm and the Accounts may from time to time invest in different parts of the capital structure of an issuer than the Clients, which could give rise to potential conflicts of interest. For example, the Clients may invest in the debt of an issuer that an Other Account holds the equity. An investment in the different tranches of an issuer’s capital structure may create incentives for the Firm to cause the Clients to invest in more senior positions of the relevant issuer, as such investments will benefit other clients of the Firm. Further, if any such issuer becomes insolvent or suffers financial distress, decisions about what action should be taken in a troubled situation may need to be made, including without limitation, (i) whether or not to enforce claims or other remedies, (ii) whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, (iii) how to vote on a creditors committee or restructuring committee and (iv) how to exercise shareholders’ voting rights with respect to such issuer. There may be a conflict between the interests of the Clients and the Other Accounts insofar as such issuer may be unable to satisfy the claims of all classes of its creditors and Security holders. There may also be a conflict between the interests of the Clients and the Other Accounts with respect to negotiating investment terms on behalf of each such entity and/or in connection with any major exit transaction or other major corporate event. The Firm will seek to resolve such conflicts of interest in a manner which is fair and equitable to the Fund and the Other Accounts involved. However, under these circumstances, it may not be feasible to reconcile such conflicting interests in a way that adequately protects any particular party’s interests. Derivative Instruments. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, credit risk, legal risk and operations risk. The regulatory and tax environment for derivative instruments in which the Clients may participate is evolving, and changes in the regulation or taxation of such instruments may have a material adverse effect on the Clients. Derivative Reporting. Most swap transactions have become subject to anonymous “real time reporting” requirements, meaning that information relating to transactions entered into by the Clients will become visible to the market in ways that may impair the Client’s ability to enter into additional transactions at comparable prices or could enable competitors to “front run” or replicate the Client’s strategies. -33DM_US 600580726-4.145893.0005

Central Clearing. In order to mitigate counterparty risk and systemic risk in general, various U.S. and international regulatory initiatives, including EMIR, are underway to require certain derivatives to be cleared through central clearinghouses. In the United States, clearing mandates affect certain interest rate and credit default swaps. The CFTC and the SEC may introduce clearing requirements for additional classes of derivatives in the future. EMIR also requires OTC derivatives contracts meeting specific criteria to be cleared through central counterparties. While such clearing requirements may be beneficial for the Clients in many respects (for instance, they may reduce the counterparty risk to the dealers to which the Clients would be exposed under non-cleared derivatives), the Clients could be exposed to new risks, such as the risk that an increasing percentage of derivatives will be required to be standardized and/or cleared through central clearinghouses, and, as a result, the Clients may not be able to hedge its risks or express an investment view as well as it would have been able to had it used customizable derivatives available in the OTC markets. The Clients may have to split its derivatives portfolio between centrally cleared and OTC derivatives, which may result in operational inefficiencies and an inability to offset risk between centrally cleared and OTC positions, which could lead to increased costs. Another risk is that the Clients may be subject to more onerous and more frequent (daily or even intraday) margin calls from both the Client’s FCM and the clearinghouse. Virtually all margin models utilized by the clearinghouses are dynamic, meaning that unlike traditional bilateral swap contracts, in which the amount of initial margin posted on the contract is typically static throughout the life of the contract, the amount of the initial margin that is required to be posted in respect of a cleared contract will fluctuate, sometimes significantly, throughout the life of the contract. The dynamic nature of the margin models utilized by the clearinghouses and the fact that the margin models might be changed at any time may subject the Clients to an unexpected increase in collateral obligations by clearinghouses during a volatile market environment, which could have a detrimental effect on the Clients. Clearinghouses also limit collateral that they will accept to cash, U.S. treasuries and, in some cases, other highly rated sovereign and private debt instruments, which may require the Clients to borrow eligible securities from a dealer to meet margin calls and raise the costs of cleared trades to the Clients. In addition, clearinghouses may not allow the Clients to portfoliomargin its positions, which may increase the Client’s costs. Although standardized clearing for derivatives is intended to reduce counterparty risk (for instance, it may reduce the counterparty risk to the dealers to which the Clients would have been exposed under OTC derivatives), it does not eliminate risk. Derivatives clearing may also lead to concentration of counterparty risk, namely in the clearinghouse and the Client’s FCM, subjecting the Clients to the risk that the assets of the FCM are insufficient to satisfy all of the FCM’s payment obligations, leading to a payment default. The failure of a clearinghouse or FCM could have a significant impact on the financial system. Even if a clearinghouse does not fail, large losses could force significant capital calls on FCMs during a financial crisis, which could lead FCMs to default and thus worsen the crisis. Swap Execution Facilities. In addition to the central clearing requirement, certain swap transactions are required to trade on regulated electronic platforms such as swap execution facilities (“SEFs”), which require the Clients to subject itself to regulation by these venues and subject the Clients to the jurisdiction of the CFTC. CFTC rules governing the operation of SEFs continue to evolve. -34DM_US 600580726-4.145893.0005

The EU regulatory framework governing derivatives is set not only by EMIR but also by MiFID II. Among other things, MiFID II requires transactions in derivatives to be executed on regulated trading venues. It is not clear whether these trading venues will benefit or impede liquidity, or how they will fare in times of market stress. Trading on these trading venues may increase the pricing discrepancy between assets and their hedges as products may not be able to be executed simultaneously, therefore increasing basis risk. It may also become relatively expensive for the Clients to obtain tailored swap products to hedge particular risks in its portfolio due to higher collateral requirements on bilateral transactions as a result of these regulations. Margin Requirements for Non-Cleared Swaps. Rules issued by U.S., EU and other regulators globally (the “Margin Rules”) impose various margin requirements on all swaps that are not centrally cleared, including the establishment of minimum amounts of initial margin that must be posted, and, in some cases, the mandatory segregation of initial margin with a third-party custodian. Although the Margin Rules are intended to increase the stability of the derivatives market, the overall amount of margin that the Clients will be required to post to swap counterparties may increase by a material amount, and, as a result, the Clients may not be able to deploy capital as effectively. Additionally, to the extent the Clients are required to segregate initial margin with a third-party custodian, additional costs will be incurred by the Clients. Call and Put Options. The Clients may incur risks associated with the sale and purchase of call options and put options. Under a conventional cash-settled option, the purchaser of the option pays a premium in exchange for the right to receive upon exercise of the option (i) in the case of a call option, the excess, if any, of the reference price or value of the underlier (as determined pursuant to the terms of the option) above the option’s strike price or (ii) in the case of a put option, the excess, if any, of the option’s strike price above the reference price or value of the underlier (as so determined). Under a conventional physically settled option structure, the purchaser of a call option has the right to purchase a specified quantity of the underlier at the strike price, and the purchaser of a put option has the right to sell a specified quantity of the underlier at the strike price. A purchaser of an option may suffer a total loss of premium (plus transaction costs) if that option expires without being exercised. An option’s time value (i.e., the component of the option’s value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the purchaser at various times prior to its expiration date, the purchaser’s ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of the transaction may provide for the option to be exercised automatically if it is in-the-money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or non-occurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the “style” of the option. Uncovered option writing (i.e., selling an option when the seller does not own a like quantity of an offsetting position in the underlier) exposes the seller to potentially significant loss. The potential loss of uncovered call writing is unlimited. The seller of an uncovered call may incur large losses if the reference price or value of the underlier increases above the exercise price by more than the amount of any premiums earned. As with writing uncovered calls, the risk -35DM_US 600580726-4.145893.0005

of writing uncovered put options is substantial. The seller of an uncovered put option bears a risk of loss if the reference price or value of the underlier declines below the exercise price by more than the amount of any premiums earned. Such loss could be substantial if there is a significant decline in the value of the underlier. Warrants. Warrants generally are exercisable for a certain period of time at a certain purchase price that is based on the valuation of a certain Security as of a certain date. In the event that the price per share of such Security does not exceed the exercise price of a warrant during the period when such warrant is exercisable, the warrants may not have any value. Additionally, until the Clients acquire such Security upon exercise of all or a portion of the warrant, such warrant generally will not provide the Clients with any rights of a holder of such Security. Furthermore, upon exercise of such warrant, the Clients generally will be entitled to exercise the rights of a holder of such Security only as to matters of which the date to exercise such rights occurs on or after the exercise date. Index or Index Options. The value of an index or index option fluctuates with changes in the market values of the assets included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular asset, whether the Clients will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the assets generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular assets. Index Futures. The price of index futures contracts may not correlate perfectly with the movement in the underlying index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, participants may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause price distortions. Successful use of index futures contracts by the Clients also is subject to the Firm’s ability to correctly predict movements in the direction of the market. Credit Default Swaps. Credit default swaps can be used to implement the Firm’s view that a particular credit, or group of credits, will experience credit improvement or deterioration. In the case of expected credit improvement, the Clients may sell credit default protection in which it receives a premium to take on the risk. In such an instance, the obligation of the Clients to make payments upon the occurrence of a credit event creates leveraged exposure to the credit risk of the referenced entity. The Clients may also buy credit default protection with respect to a referenced entity if, in the Firm’s judgment, there is a high likelihood of credit deterioration. In such instance, the Clients will pay a premium regardless of whether there is a credit event. Futures Contracts. The value of futures contracts depends upon the price of the securities, such as commodities, underlying them. The prices of futures contracts are highly volatile, and price movements of futures contracts can be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, as well as national and international political and economic events and policies. In addition, investments in futures contracts are also subject to the risk of the failure of any of the exchanges on which the Client’s positions trade -36DM_US 600580726-4.145893.0005

or of its clearinghouses or counterparties. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day, no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Clients from promptly liquidating unfavorable positions and subject the Clients to substantial losses or prevent it from entering into desired trades. Also, low margin or premiums normally required in such trading may provide a large amount of leverage, and a relatively small change in the price of a Security or contract can produce a disproportionately larger profit or loss. In extraordinary circumstances, a futures exchange or the CFTC could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract. Non-U.S. Futures Transactions. Foreign futures transactions involve executing and clearing trades on a foreign exchange. This is the case even if the foreign exchange is formally “linked” to a domestic exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, the Clients may not be afforded certain of the protections which apply to domestic transactions, including the right to use domestic alternative dispute resolution procedures. In particular, funds received from customers to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on domestic exchanges. In addition, the price of any foreign futures or option contract (and, therefore, the potential profit and loss resulting therefrom) may be affected by any fluctuation in the foreign exchange rate between the time the order is placed and the time the foreign futures contract is liquidated or the time the foreign option contract is liquidated or exercised. Forward Contracts. The Clients may enter into forward contracts and options thereon, including non-deliverable forwards. The principals who deal in the forward contract market are not required to continue to make markets in such contracts. There have been periods during which certain participants in forward markets have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. The imposition of credit controls or price risk limitations by governmental authorities may limit such forward trading to less than that which the Firm would otherwise recommend, to the possible detriment of the Clients. In its forward trading, the Clients will be subject to the risk of the failure of, or the inability or refusal to perform with respect to its forward contracts by, the principals with which the Client trades. Client assets on deposit with such principals will also generally not be protected by the same segregation requirements imposed on certain regulated brokers in respect of customer funds on deposit with them. The Firm may order trades for the Clients in such markets through agents. Accordingly, the insolvency or bankruptcy of such parties could also subject the Clients to the risk of loss. Contracts for Differences. Contracts for differences (“CFDs”) are privately negotiated contracts between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer the difference between the nominal value of the underlying instrument at the opening of the contract and that instrument’s value at the end of the -37DM_US 600580726-4.145893.0005

contract. The underlying instrument may be a single Security, stock basket or index. A CFD can be set up to take either a short or long position on the underlying instrument. The buyer and seller are both required to post margin, which is adjusted daily. The buyer will also pay to the seller a financing rate on the notional amount of the capital employed by the seller less the margin deposit. As is the case with trading any financial instrument, there is the risk of loss associated with trading a CFD. There may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. A further risk is that adverse movements in the underlying Security will require the posting of additional margin. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract may be reduced. Entry into a CFD transaction may, in certain circumstances, require the payment of an initial margin and adverse market movements against the underlying stock may require additional margin payments. CFDs may be considered illiquid. To the extent that there is an imperfect correlation between the return on the Client’s obligation to its counterparty under the CFDs and the return on related assets in its portfolio, the CFD transaction may increase the Client’s financial risk. Failure to Enter into Offsetting Trade. To the extent the Clients invests in a futures contract or long option, unless an offsetting trade is made, the Clients would be required to take physical delivery of the commodity underlying the future or option. To the extent the Firm fails to enter into such offsetting trade prior to the expiration of the contract, the Clients may suffer a loss since neither the Clients nor the Firm has the operational capacity to accept physical delivery of commodities. Exotic Options. Exotic options are typically, but not always, traded over the counter. OTC contracts may not trade in a liquid market and pricing may be opaque. The illiquidity of these markets can be exacerbated in times of market stress. The Clients may incur substantial costs entering into and exiting positions that could have a material impact on performance. Exotic options may be subject to a higher degree of pricing risk; as demonstrated by instances in which different counterparties in the market employ different valuation and pricing methodologies to the same exotic option. Because exotic options can often be highly customized, there is lower visibility with respect to the pricing and valuation of these instruments. Exotic options may be subject to high levels of price volatility. For example, in the case of barrier options, as the price of the asset underlying the option trades closer to a barrier level, the delta of the option (i.e., the ratio of the change in the price of the underlying asset to the corresponding change in the price of the option) and the gamma of the option (i.e., the rate of change of the delta with respect to the underlying asset’s price) may become very high. Exotic options may be subject to higher levels of model risk than commonly traded options because standard models are not able to adequately capture or predict the risks associated with the exotic options. Exotic options may be “path dependent.” This means that their terminal value (at exercise or expiration) depends upon the value of the underlying asset, not only at the time of exercise or expiration, but also at prior points in time. In this sense, the option’s terminal value depends upon the “path” taken by the underlying asset over the life of the option. For example, a barrier option’s value at expiration depends upon both the value of the underlying asset at expiration and whether the past value of the underlying asset ever satisfied a barrier condition. In contrast, a vanilla option (e.g., a call option) is not path dependent. Its value at exercise or expiration depends on the value of the underlying asset only at that point in time. The additional features incorporated by exotic options require additional judgments regarding the likelihood of certain conditions being satisfied, any one of which can result in loss if made incorrectly. An OTC option may be closed out only with the -38DM_US 600580726-4.145893.0005

counterparty, although either party may engage in an offsetting transaction that puts that party in the same economic position as if it had closed out the option with the counterparty; however, the exposure to counterparty risk may differ. OTC options generally involve greater credit and counterparty risk than exchange-traded options. Distressed Obligations. The obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems (including companies involved in bankruptcy or other reorganization and liquidation proceedings) are likely to be particularly risky investments, although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the risk that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate, recharacterize debt as equity or disenfranchise particular claims. Such companies’ obligations may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to the Client’s investment in any Security. Obligations in which the Clients invest may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that value of the assets collateralizing the Client’s investments will be sufficient or that prospects for a successful reorganization or similar action will become available. In any reorganization or liquidation proceeding relating to a company in which the Client invests, the Client may lose its entire investment, may be required to accept cash or securities with a value less than its original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from the Client’s investments may not compensate the Investors adequately for the risks assumed. In addition, under certain circumstances, payments and distributions may be disgorged if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new Security the value of which will be less than the purchase price to the Clients of the Security in respect of which such distribution was made. Exchange-Traded Funds. Exchange-traded funds (“ETFs”) are publicly traded unit investment trusts, open-end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying securities they are designed to track. ETFs are also subject to certain additional risks, including the risk that their prices may not correlate perfectly with changes in the prices of the underlying securities they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. Generally, each shareholder of an ETF bears a pro rata portion of the ETF’s expenses, including management fees. Accordingly, in

-39DM_US 600580726-4.145893.0005

addition to bearing their proportionate share of the Client’s expenses (e.g., Management Fees and operating expenses), Investors may also indirectly bear similar expenses of an ETF. Illiquid Securities. Certain Securities may be illiquid because, for example, they are subject to legal or other restrictions on transfer or there is no liquid market for such securities. Valuation of such securities may be difficult or uncertain because there may be limited information available about the issuers of such securities. The market prices, if any, for such securities tend to be volatile and may not be readily ascertainable, and the Clients may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the OTC markets. The Clients may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. As a result, the Clients may be required to hold such securities despite adverse price movements. Even those markets which the Firm expects to be liquid can experience periods, possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments have rapidly become illiquid. Further, because the Fund does not provide for the side-pocketing of illiquid investments, Investors who withdraw later in time or who never withdraw may bear the risk of a more significant participation percentage in illiquid investments that those Investors who have previously withdrawn. Initial Public Offerings. Investments in initial public offerings (or shortly thereafter) typically involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including the limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of the issuer. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. These factors may contribute to substantial price volatility for such securities and, thus, for the value of the Fund’s or the Client’s limited partnership interests. PIPE Transactions. Private investments in public companies whose stocks are quoted on stock exchanges or which trade in the OTC securities market, a type of investment commonly referred to as a “PIPE” transaction, may be entered into with smaller-capitalization public companies, which will entail business and financial risks comparable to those of investments in the publicly issued securities of smaller-capitalization companies, which may be less likely to be able to weather business or cyclical downturns than larger companies and are more likely to be substantially hurt by the loss of a few key personnel. In addition, PIPE transactions will generally result in the Clients acquiring either restricted stock or an instrument convertible into restricted stock. As with investments in other types of restricted securities, such an investment may be illiquid. The Client’s ability to dispose of securities acquired in PIPE transactions may depend on the registration of such securities for resale. Any number of factors may prevent or delay a proposed registration. Alternatively, it may be possible for securities acquired in a PIPE transaction to be resold in transactions exempt from registration in accordance with Rule 144 under the Securities Act, or otherwise under the U.S. federal securities laws. There can be no guarantee that there will be an active or liquid market for the stock of any small-capitalization company due to the possible small number of stockholders. As a result, even if the Clients are able to have securities acquired in a PIPE transaction registered or sell such securities through an exempt transaction, the Clients may not be able -40DM_US 600580726-4.145893.0005

to sell all the securities on short notice, and the sale of the securities could lower the market price of the securities. There is no guarantee that an active trading market for the securities will exist at the time of disposition of the securities, and the lack of such a market could hurt the market value of the Client’s investments. Preferred Stock. Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. Repurchase and Reverse Repurchase Agreements. In a reverse repurchase transaction, the Clients “buy” securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Clients, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by the Clients involve certain risks. For example, if the seller of securities to the Clients under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Clients will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Client’s ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that the Clients may not be able to substantiate its interest in the underlying securities. Finally, if a seller defaults on its obligation to repurchase securities under a reverse repurchase agreement, the Clients may suffer a loss to the extent that it is forced to liquidate its position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to by the defaulting seller. Similar elements of risk arise in the event of the bankruptcy or insolvency of the buyer. Restricted Securities. Restricted securities cannot be sold to the public without registration under the Securities Act. Unless registered for sale, restricted securities can be sold only in privately negotiated transactions or pursuant to an exemption from registration (e.g., under Rule 144A of the Securities Act). Although these securities may be resold in privately negotiated transactions, because there is often little liquidity for these securities, they may be difficult and take a substantial amount of time to sell, and the prices realized from these sales could be less than those originally paid by the Clients. Restricted securities may involve a high degree of business and financial risk, which may result in substantial losses. Special Purpose Acquisition Companies. A special purpose acquisition company (a “SPAC”) is a publicly traded company formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more undervalued operating businesses. Following the acquisition of a target company, a SPAC typically would exercise control over the management of such target company in an effort to increase the value of such target company. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust until the target company is acquired or a predetermined period of time -41DM_US 600580726-4.145893.0005

elapses. Investors in a SPAC would receive a return on their investment in the event that a target company is acquired and such target company’s value increased. In the event that a SPAC is unable to locate and acquire target companies by the deadline, the SPAC would be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to locate or acquire target companies by the deadline, (ii) assets in the trust may be subject to third-party claims against such SPAC, which may reduce the per share liquidation price received by the investors in the SPAC, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC may only be able to complete one business combination, which may cause it to be solely dependent on a single business, (v) the value of any target company may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust decline, (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the record date or the failure to vote against the acquisition and (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. In addition, most SPACs are illiquid and have a concentrated shareholder base that tends to be comprised of hedge funds (at least at inception). The Clients may invest in a SPAC that, at the time of investment, has not selected or approached any prospective target businesses with respect to a business combination. In such circumstances, there may be limited basis for the Clients to evaluate the possible merits or risks of such SPAC’s investment in any particular target business. To the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk. Structured Notes. Structured notes, variable rate mortgage-backed and asset-backed securities each have rates of interest that vary based on a designated floating rate formula or index. The value of these investments is closely tied to the absolute levels of such rates or indices, or the market’s perception of anticipated changes in those rates or indices. The movements in specific indices or interest rates may be difficult or impossible to hedge. Undervalued Securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Client’s investments may not adequately compensate for the business and financial risks assumed. Unlisted Securities. Unlisted securities may involve higher risks than listed securities. Because of the absence of any trading market for unlisted securities, it may take longer to liquidate, or it may not be possible to liquidate, positions in unlisted securities than would be the case for publicly traded securities. Companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. When-Issued and Forward Commitment Securities. The purchase of securities on a “whenissued” basis involves a commitment by the Clients to purchase or sell securities at a future date (typically one or two months later). No income accrues on securities that have been purchased on a when-issued basis prior to delivery to the Clients. When-issued securities may -42DM_US 600580726-4.145893.0005

be sold prior to the settlement date. If the Clients dispose of the right to acquire a when-issued Security prior to its acquisition, it may incur a gain or loss. In addition, there is a risk that securities purchased on a when-issued basis may not be delivered to the Clients. In such cases, the Clients may incur a loss. Risks Relating to Special Investments Liquidity of Special Investments. The Master Fund intends to make certain investments in Special Investments (which investments will be held only by Participating Investors). Such Special Investments may not be readily disposable and, in some cases, may be subject to contractual, statutory or regulatory prohibitions on disposition for a specified period of time. The market value of Special Investments may fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of financial markets, developments or trends in any particular industry and the financial condition of the issuers of the securities or other financial instruments in which the Master Fund invests. Capital invested in Special Investments generally is not available for withdrawal or distribution until a realization or deemed realization occurs with respect to the respective Special Investment. A Participating Investor will continue to participate in unrealized Special Investments irrespective of whether such Investor has otherwise withdrawn from the Funds, and the Master Fund may be required to hold Special Investments for several years, if not longer. Additionally, the Fund General Partner may designate a new Special Investment after an Investor has submitted a withdrawal request, but before a withdrawal date relating to such withdrawal request, which may reduce such withdrawing Investor’s withdrawal proceeds if there is insufficient cash available to pay such withdrawal proceeds. No Maximum Holding Period. Subject to the limitations described herein, the Fund General Partner has sole and absolute discretion as to whether to determine to designate an investment as a Special Investment, and the Fund General Partner is not obligated to immediately effect a realization or deemed realization upon the occurrence of a liquidity event (e.g., IPO, completed take-private investment, direct listing, SPAC business combination, merger, etc.). Uncertain Exit Strategies. Due to the illiquid nature of Special Investments, the Fund General Partner is unable to predict the ultimate exit strategy for certain of its Special Investments, or that one will definitely be available prior to the dissolution of the Funds. Exit strategies that appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political, regulatory or other factors. As a result, the Master Fund may be unable to dispose of certain illiquid investments in any particular timeframe or at a price that the General Partner deems advantageous. Follow-On Investments. The Master Fund may have the opportunity or be called upon to provide follow-on funding for a Special Investment or may have the opportunity to increase its position in a Special Investment. In the event the Master Fund participates in follow-on funding for a Special Investment, such follow-on investment will be treated as a separate Special Investment. For a variety of reasons, however, the Firm may decide not to provide such follow-on funding or increase its position in a Special Investment. The Firm may elect not to make such additional investments because, among other reasons, the Master Fund lacks available capital to do so or Vestal Point Capital does not believe that it is advisable to increase the concentration of the Master Fund’s investments. Declining to make such further investments could have a substantial negative impact on the Special Investment’s underlying issuer or portfolio company, may diminish the Master Fund’s ability to influence the -43DM_US 600580726-4.145893.0005

underlying issuer or portfolio company’s future development, may result in dilution of the Master Fund’s investment in the underlying issuer or portfolio company and could impair the value of such underlying issuer or portfolio company and, in turn, the value of the securities or other financial instruments pertaining to such underlying issuer or portfolio company that are owned by the Master Fund. In the event the Master Fund elects to participate in followon funding for a Special Investment, there is a risk that the follow-on funding does not preserve, protect or enhance the existing investment, and the Master Fund may lose both its initial investment and the follow-on investment. Valuation of Special Investments. Each Special Investment generally will be valued at fair value. There is no guarantee that fair value will represent the value that will be realized by the Master Fund on the eventual realization or deemed realization of the investment or that would, in fact, be realized upon an immediate disposition of the investment. Inaccurate valuations of Special Investments could impact, among other things, the Management Fee borne by an Investor, which is calculated by reference to the fair value (as determined by the Firm in accordance with its Valuation Policy). Special Investment Concentration Risk. Investors will have different portfolio exposure to certain Special Investments, which may be less liquid than other investments made by the Master Fund and which may have a lower value than other investments (including other Special Investments) made by the Master Fund, as well as a greater share of expenses. Such significant participation in certain Special Investments and not others may negatively impact the liquidity and performance of investors. Fees. Although not currently expected, the Master Fund’s investments in Special Investments (and, in particular, privately-placed securities, including preferred equity) may be subject to substantial fees charged by third-party investment advisers to manage such investments. Such fees may include management or asset-based fees (fees that compensate an investment adviser on the basis of a share of net assets under management) and performance-based fees or allocations (fees or allocations that compensate an investment adviser on the basis of a share of capital gains upon or capital appreciation of the assets under management). The payment of such fees may adversely affect the return of the capital of the Master Fund. Risks Relating to Non-U.S. Investments and Non-U.S. Jurisdictions Non-U.S. Exchanges. The Clients may trade on exchanges or markets located outside the United States. Trading on such exchanges or markets is not regulated by the SEC and the CFTC and may, therefore, be subject to more risks than trading on U.S. exchanges, such as the risks of exchange controls, expropriation, burdensome taxation, moratoria and political or diplomatic events. Risks in investments in non-U.S. securities may also include reduced and less reliable information about issuers and markets, less stringent accounting standards, illiquidity of securities and markets, higher brokerage commissions and custody fees. Non-U.S. Investments. Investing in the securities of companies (and, from time to time, governments) outside of the United States involves certain considerations not usually associated with investing in securities of U.S. companies or the U.S. government, including political and economic considerations, such as greater risks of expropriation, nationalization, confiscatory taxation, imposition of withholding or other taxes on interest, dividends, capital gains, other income or gross sale or disposition proceeds, limitations on the removal of assets and general social, political and economic instability; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity -44DM_US 600580726-4.145893.0005

and in price volatility; the evolving and unsophisticated laws and regulations applicable to the securities and financial services industries of certain countries; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the Client’s investment opportunities. In addition, accounting and financial reporting standards that prevail outside of the United States generally are not as high as U.S. standards and, consequently, less information is typically available concerning companies located outside of the United States than for those located in the United States. As a result, the Clients may be unable to structure its transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce the Client’s rights in such markets. For example, securities traded on nonU.S. exchanges and the non-U.S. persons that trade these instruments are not subject to the jurisdiction of the SEC or the CFTC or the securities and commodities laws and regulations of the United States. Accordingly, the protections accorded to the Clients under such laws and regulations are unavailable for transactions on non-U.S. exchanges and with non-U.S. counterparties. Global Political Risks. Some of the companies in which the Clients may invest may be particularly exposed to the risk of political change and governmental action. With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of funds or other assets of the Clients, political or social instability, war or insurrection, terrorist attacks, or diplomatic developments that could affect the value and marketability of the Clients’ investments in those countries. Investing in such markets poses greater risks than investing in other countries. Securities of companies in these markets generally are more volatile and may be much more volatile than securities issued by companies located in other countries Dependence on Developing Countries. The level of commodity prices can fluctuate widely due to supply and demand disruptions in major producing or consuming regions. In particular, recent growth in industrial production and gross domestic product has made many developing countries, particularly China, disproportionately large users of commodities and has increased the extent to which commodity prices are dependent on the markets of those developing countries. Political, economic and other developments that affect these developing countries may affect the level of certain commodities and, thus, the value of the Client’s investments. Because certain commodities may be produced in a limited number of countries and may be controlled by a small number of producers, political, economic and supply-related events in those countries could have a disproportionate impact on the prices of commodity futures contracts and other types of financial instruments in which the Clients will invest. Events affecting the prices of commodities tend to affect prices worldwide, regardless of the location of the event. Investment in Emerging Markets. Investing in the securities of companies (and, from time to time, governments) in emerging markets, specifically, involves additional risks and special considerations not typically associated with investing in more established economies or markets. Such risks may include, in addition to the risks listed above in connection with non-U.S. investments generally, some if not all of which are heightened in the case of investments in emerging markets: higher dependence on exports and the corresponding importance of international trade; greater risk of substantial inflation; greater controls on foreign investment and preferential treatment for particular domestic industries or companies or other protectionist acts; increased likelihood of governmental involvement in and control over the economy; governmental decisions to -45DM_US 600580726-4.145893.0005

cease support of economic reform programs or to impose centrally planned economies; longer settlement periods for transactions and less reliable clearance and custody arrangements; and less-developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors. In addition, both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many emerging markets countries, and the tax systems of some emerging market economies have been marked by rapid change, which has sometimes occurred without warning and has been applied with retroactive effect, and in some cases, there is widespread non-compliance with tax laws, insufficient personnel to deal with the problem and inconsistent enforcement of the laws by inexperienced tax inspectors. All of such risk factors could potentially affect the Client’s ability to conduct effective due diligence in connection with its investments and to monitor investments or otherwise impact returns on any such investment. CFIUS and National Security/Investment Clearance Considerations. Investments by the Clients may involve the acquisition of an investment in a business connected with or related to national security or critical infrastructure, which may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) and/or non-U.S. national security/investment clearance regulators depending on the beneficial ownership and control of Interests in the Fund. In the event that CFIUS or another regulator reviews one or more of the Client’s proposed or existing investments, there can be no assurances that the Clients will be able to maintain, or proceed with, such investments on terms acceptable to the Firm. CFIUS or another regulator may seek to impose limitations on or prohibit one or more of the Client’s investments. Such limitations or restrictions may prevent the Clients from maintaining or pursuing investments, which could adversely affect the Clients’ performance with respect to such investment (if consummated) and, thus, a Client’s performance as a whole.

Neither we nor our management persons are registered as or have any application to register as a futures commission merchants, commodity trading advisor, or an associated person of -46DM_US 600580726-4.145893.0005

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

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

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

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

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

Subject to the Firm’s duty to seek best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loans, hold cash and short balances and provide other services, Vestal Point may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, and access to company management, deal flow and research. The Firm may receive consulting assistance services from its prime brokers, including consulting assistance with facilities management technology, design and build, real estate and third-party service providers, which services will be provided in complement to, and not in place of, the Firm’s independent professional advisors and service providers. The benefits provided to Vestal Point by receipt of such consulting assistance services may assist the Firm, either directly or indirectly, in the provision of efficient investment management services to Investors, but not necessarily to the Clients individually. Accordingly, the prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to Clients by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. The Firm need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Firm nor the Clients separately compensates any broker or dealer for any of these other services. -49DM_US 600580726-4.145893.0005

Vestal Point maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. Soft Dollars From time to time, Vestal Point may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting Client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. The Firm will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). We believe it is important to our investment decision-making processes to have access to independent research. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by the Clients may be used by the Firm to service one or more Other Accounts, including Accounts that may not have paid for the soft dollar benefits. The Firm will not seek to allocate soft dollar benefits to Accounts in proportion to the soft dollar credits the Accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to the Firm (i.e., a “mixed use” item), the Firm will make a good faith allocation of the cost that may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Vestal Point’s allocation of the costs of such benefits and services between those that primarily benefit the Firm and those that primarily benefit the Accounts. When Vestal Point uses brokerage commissions (or markups or markdowns) generated by any Accounts to obtain research or other products or services, the Firm receives a benefit because it does not have to produce or pay for such products or services. While the Firm is obligated to seek best execution for each Account, the fact that we can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer based on the Firm’s interests, to the exclusion of another broker-dealer that offers business terms that are also favorable to one or more Clients. Vestal Point will consider on a periodic basis the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of its Clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will the Firm make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. Brokerage for Client Referrals Neither the Firm nor any related person receives client referrals from any broker-dealer or third party. However, from time to time, brokers may assist the Master Fund in raising additional funds from Investors. Additionally, brokers may provide capital introduction and -50DM_US 600580726-4.145893.0005

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

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

federal tax information. Vestal Point intends to provide Investors these reports within an industry standard timeline for each respective item. Please see each Client’s Governing Documents for details on reporting.

However, we are not required to comply (or are deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because we comply with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

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

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

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