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Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") govern your access to and use of the website and any password-protected investor portal (together, the "Site") operated by Morningside Capital Inc. ("MCI," "we," "us," or "our"). By accessing or using the Site, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, please do not use the Site.

2. Description of the Site

The Site includes: (a) a public-facing informational website describing MCI and its business; and (b) a password-protected investor portal (the "Portal") through which authorized investors and their representatives may access fund reporting, statements, and related documents.

3. No Offer or Solicitation; No Investment Advice

Nothing on the Site constitutes an offer to sell, or a solicitation of an offer to buy, any security or investment product in any jurisdiction where such offer or solicitation would be unlawful. Any offering of securities by MCI or its affiliated funds is made only pursuant to definitive offering documents and applicable exemptions under securities law, and only to investors who qualify under those exemptions. MCI is registered as a Portfolio Manager and Exempt Market Dealer in the Canadian jurisdictions in which it operates.

Information on the Site is provided for general informational purposes only and does not constitute investment, legal, tax, or accounting advice. You should consult your own professional advisors before making any investment decision.

4. Eligibility and Portal Access

Access to the Portal is restricted to investors, prospective investors, and their authorized representatives who have been issued credentials by us. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us immediately at info@morningsidemgmt.com if you suspect unauthorized use of your account.

5. Acceptable Use

You agree not to: (a) use the Site for any unlawful purpose; (b) attempt to gain unauthorized access to any portion of the Site, other accounts, or related systems; (c) interfere with or disrupt the operation of the Site; (d) copy, reproduce, distribute, or create derivative works from Site content without our prior written consent; (e) use any automated means (bots, scrapers, or similar) to access the Site without authorization; or (f) engage in any conduct that is defamatory, unlawful, or that infringes the rights of others.

MCI may investigate and, where appropriate, cooperate with law enforcement authorities regarding any suspected violation of this section.

6. Intellectual Property

All content on the Site, including text, graphics, logos, and documents (the “Content”), is owned by or licensed to MCI and is protected by applicable intellectual property laws. Except as expressly permitted, you may not reproduce, modify, distribute, republish, or otherwise use any Content from the Site without our prior written consent. You do not acquire any ownership rights in the Content through your use of the Site.

7. Confidentiality of Portal Information

Any fund reports, statements, or other documents made available to you through the Portal are confidential and provided solely for your own use as an investor. You agree not to disclose or distribute this information to any third party without our prior written consent, except as required by law or to your own professional advisors on a need-to-know basis.

8. Third-Party Links

The Site may contain links to third-party websites. These links are provided for convenience only. MCI does not endorse and is not responsible for the content, accuracy, or practices of any linked third-party site, and accessing such sites is at your own risk.

9. Non-Solicitation of Ideas

MCI does not seek unsolicited ideas, suggestions, or materials regarding its products or services through the Site. Any such materials you send to us will not be treated as confidential, and MCI will be free to use them for any purpose without any obligation or compensation to you.

10. Disclaimer of Warranties

The Site and all Content are provided on an “as is” and “as available” basis, without warranties of any kind, whether express or implied, including warranties of accuracy, completeness, or fitness for a particular purpose, to the fullest extent permitted by applicable law. MCI does not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components.

11. Limitation of Liability

To the fullest extent permitted by applicable law, MCI and its directors, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of, or inability to use, the Site, even if advised of the possibility of such damages.

12. Indemnification

You agree to indemnify and hold harmless MCI and its directors, officers, employees, and agents from any claims, losses, or damages, including reasonable legal fees, arising out of your use of the Site or your violation of these Terms.

13. Relationship

Nothing in these Terms creates a partnership, joint venture, fiduciary, employment, or agency relationship between you and MCI. Your use of the Site does not, by itself, establish any advisory or client relationship with MCI.

14. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. You agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for any disputes arising out of these Terms.

15. Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be deemed severable and will not affect the validity or enforceability of the remaining provisions.

16. Entire Agreement

These Terms, together with our Privacy Policy and any other documents referenced herein, constitute the entire agreement between you and MCI relating to your use of the Site, and supersede any prior understandings or agreements on that subject.

17. Changes to These Terms

We may update these Terms from time to time. The updated version will be indicated by a revised “Updated on” date. Your continued use of the Site after changes take effect constitutes acceptance of the revised Terms.

18. Termination

We may suspend or terminate your access to the Site or the Portal at any time, with or without notice, including if we believe you have violated these Terms.

19. Contact Us

If you have questions about these Terms, please contact us at info@morningsidemgmt.com.

Updated on: August 1, 2026