Vestal Point Capital LP

Item 5: Fees and Compensation

Vestal Point receives compensation based on assets under management and performance.
The fees and allocations applicable to each Client are set forth in detail in the corresponding
Governing Documents. All Clients and Investors should review the relevant Governing
Documents in conjunction with this Brochure for complete information on the fees and
compensation payable to the Firm in connection with its advisory services. A brief summary
of such fees is provided below.

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

DM_US 600580726-4.145893.0005

Vestal Point Capital, LP                                            Form ADV Part 2A Brochure

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
...

Item 7: Types of Clients

Our Clients are the Funds and the Account, as described in Item 4 above. The Funds are
generally formed as partnerships and limited companies in U.S. and foreign jurisdictions. The
Funds are generally open to, among others, institutions, pension plans, endowments, high
net-worth individuals, family offices, funds of funds, sovereign wealth funds, financially
sophisticated individuals, and other sophisticated investors.

The Account is owned by a leading global alternative investment firm. We may in the future
provide investment advice to separately managed accounts for institutional and other client
types.

Although Investors in the Funds are subject to an initial subscription minimum of $1,000,000,
the minimum may be waived in accordance with the applicable Fund’s Governing Documents.

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.