HILLHOUSE INVESTMENT MANAGEMENT, LTD.

Overview Founded in June 2005, Hillhouse Investment Management, Ltd. (“HIM”) provides investment advice to clients organized as privately-offered pooled investment vehicles or similar structures (the “Funds”) and may, from time to time, also advise managed accounts or similar relationships. The Funds and all such HIM-advised managed accounts are referred to herein as “clients.” HIM is a wholly-owned subsidiary of Hillhouse Group Limited, which itself is a wholly-owned subsidiary of Hillhouse Group Holdings Limited. Mr. Lei Zhang directly owns 100% of Hillhouse Group Holdings Limited. HIM is part of the “Hillhouse Investment Group,” a multinational group of related advisory entities. To comply with local operational requirements (including the issuance of local work visas), HIM engages local affiliates including those based in Hong Kong (Hillhouse Investment Management Limited), the People’s Republic of China (the “PRC” or “China”) (Hillhouse (Beijing) Advisory Limited and Shanghai Gaoling Equity Investment Management Ltd.), Singapore (HHLR Management Pte. Ltd.), the Cayman Islands and the United States (the “U.S.”) (Altitude Crest Partners Inc.). While these local affiliates are not registered as investment advisers with the United States Securities and Exchange Commission (the “SEC”), HIM subjects these local affiliates’ personnel to its compliance policies and deems their books, records, and personnel to be within the scope of HIM’s retention and production obligations. Another HIM affiliate, HHLR Advisors, Ltd. (“HHLR”), which is discussed in Item 10, is registered as an investment adviser with the SEC. While the investment programs and activities of HHLR and HIM overlap, HHLR generally focuses more on publicly-listed (or similarly liquid) investment opportunities, while HIM generally focuses more on less liquid investment opportunities, including venture capital, private equity, private debt and buyout transactions. HIM and HHLR also share certain policies, personnel and resources. Accordingly, certain information on HIM contained in this Brochure, including information regarding personnel, is presented on an aggregate basis for HIM, HHLR, and the local affiliates. Investment Philosophy and Strategies HIM’s investment philosophy is to seek long-term, risk-adjusted returns through bottom-up analysis and fundamental proprietary research. As part of HIM’s bottom-up analysis, it performs both qualitative and quantitative assessments of potential investments with a particular focus on opportunities upon which it can gain insights and discover value in an ever-changing world. In general, HIM’s client portfolios generally focus on less-liquid investment opportunities. However, client portfolios may also hold investments in publicly-listed securities or instruments with similar liquidity.

While HIM applies its general investment philosophy across all of its clients’ accounts, it operates numerous investment strategies by tailoring investment programs and trading and investment decisions for each client account. Investment strategies that HIM provides vary across clients and may vary over time. Markets and Investment Opportunities HIM primarily invests for client accounts in equity and debt securities, but could, and does, invest in a wide range of securities and other financial instruments including, without limitation: share capital; common and preferred stock (privately-placed and exchange-traded); shares of beneficial interest; partnership interests and similar financial instruments; bonds, notes, debentures and other debt instruments (whether subordinated, convertible, or otherwise); commodities; currencies; interest rate, currency, commodity, equity, debt, and other derivative products (including, without limitation, (i) futures contracts (and options on futures contracts) relating to stock indices, currencies, other financial instruments, and all other commodities, (ii) swaps, participatory notes, options, warrants, caps, collars, floors, and forward rate agreements, (iii) spot and forward currency transactions, and (iv) agreements relating to or securing such transactions); equipment lease certificates; equipment trust certificates; loans; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations; mutual funds; money market funds; structured securities; repurchase agreements; obligations of governments and instrumentalities; commercial paper; certificates of deposit; bankers’ acceptances; trust receipts; choses in action; real estate, including fee interests, leaseholds, mortgages, or other real estate assets; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government, or other entity whatsoever, whether or not publicly traded or readily marketable. HIM invests client assets in a wide range of countries, markets and exchanges throughout the world. Clients also face indirect exposure to some or all of the instruments and investments listed above through investments in special purpose vehicles and similar entities. Advisory Services HIM manages its current client accounts on a discretionary basis but could provide advisory services on a non-discretionary basis. HIM manages client accounts in accordance with any investment restrictions or guidelines set forth in the offering documents for each Fund or, for nonFund clients, in accordance with the authority delegated to it (including any limits on that authority) under the applicable client’s investment management agreement or governing documents. HIM consults with each client on its investment objectives and strategies and tailors its services and advice to those objectives and strategies. HIM had approximately $44.74 billion of assets under management as of December 31, 2022, all of which is managed on a discretionary basis. The amount of assets under management reported in this Brochure is lower than the amount of “regulatory assets under management” that HIM reports in Part 1, Item 5 of its Form ADV because Item 5 requires an adviser to report assets under management inclusive of any uncalled commitments and without deducting any outstanding indebtedness or other accrued but unpaid liabilities. To prevent the appearance of an overstatement of HIM’s assets under management, HIM has calculated assets under management in this Brochure

exclusive of uncalled commitments and taking into account certain unpaid liabilities and outstanding indebtedness. Fund Structures The structure of HIM’s advisory relationship can vary in accordance with a specific client agreement, and services can be provided by HIM directly or through an affiliate. Many Funds are organized as master-feeder structures. A master-feeder structure is commonly used to accumulate capital raised from U.S. taxable, U.S. tax-exempt, and non-U.S. investors into one central vehicle – a master fund – in order to enhance the critical mass of investable assets, improve economies of scale under which the fund arrangements operate and enhance operational efficiencies, thereby reducing costs. Other client relationships are structured without a master-feeder structure, such as a single partnership or company. HIM commonly serves as, controls, or is under common control with an entity that serves as, a general partner (or similar controlling entity) of Funds organized as partnerships or other structures. The general partner of one Fund could also act as the general partner (or similar controlling entity) of other Funds or investment vehicles. HIM and the other Hillhouse Investment Group entities advise, in addition to the Funds and accounts disclosed in Item 5.K. and Item 7.B. of Part 1A of the HIM and the HHLR Form ADVs, numerous non-U.S. accounts and vehicles (including PRC funds denominated in renminbi (“RMB”) and co-investment vehicles) which are deemed not to be advisory relationships within the scope of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) and which are not discussed in this Form ADV. Managed Accounts HIM currently does not, but may in the future, advise individualized managed accounts on terms that are agreed to with the applicable client. Co-Investments HIM and its affiliates, from time to time, form, sponsor, manage, arrange, offer or advise investment vehicles or accounts in connection with a particular investment strategy or theme, and also establish, sponsor or advise, on a transaction-by-transaction basis, an investment vehicle or account through which certain persons could invest alongside or independently of one or more clients (each such vehicle or account, a “Co-Investment Arrangement”) in companies in which one or more clients make, or have made, an investment (each, a “Portfolio Company,” and, collectively, “Portfolio Companies”). Certain Co-Investment Arrangements participate in individual investments or a series of related or unrelated investments alongside one or more other clients of HIM and its affiliates. Certain Co-Investment Arrangements also make investments independently of (and not alongside) other clients of HIM and its affiliates. In addition, certain Funds (and other HIM clients) from time to time co-invest with each other. HIM’s fee and compensation practices for Co-Investment Arrangements are subject to a case-by-case agreement with the applicable investor. At times, co-investors participating in a Co-Investment Arrangement pay no management fees or carried interest in connection with the co-investment, or pay them at a lower rate, and the transaction fees received by HIM or its affiliates in respect of a co-investor’s pro rata portion of

any investment will not offset the management fee paid by the applicable Fund to HIM or its affiliate. Co-investors will likely also acquire their interest in the Portfolio Company at the same time as the applicable Fund or purchase their interest from the applicable Fund after such Fund has consummated the full investment. Moreover, investors approached as potential co-investors will in most cases not bear any transaction costs of investments that are not consummated or be subject generally to the same risks to which the applicable Fund is throughout the investment process. In sum, awarding a co-investment opportunity to an investor generally will afford it proportionately greater exposure to a particular investment at a proportionately lower cost. In addition, co-investors might have the ability to elect whether or not to participate in follow on investments. Co-investors, however, could be subject to different liquidity terms or achieve different economic returns than other investors in the applicable Fund investing in the same Portfolio Companies. For example, co-investors may not have the ability to leverage certain opportunities, or may not be able to accept or transact in certain distributions in kind available to the investors in the applicable Fund, which could impact liquidity, the timing of distributions, or returns. When HIM determines to offer co-investment opportunities, HIM generally has complete discretion to determine to whom HIM will offer these co-investment opportunities. HIM could offer co-investment opportunities to some investors but not all of them, will generally determine the terms and conditions of co-investments in its sole discretion, and the allocations of any coinvestment opportunities among investors (to the extent any investor is offered any co-investment opportunities) will not correspond to their pro rata interests in the applicable Fund. HIM takes into account various facts and circumstances deemed relevant for determining allocations relating to co-investment opportunities and establishing co-investment structures. Such factors include, among others, a potential co-investor’s certainty of funding and execution; the potential coinvestor’s size of commitment to the applicable Fund; expertise of the co-investor and its ability to make a meaningful contribution to the co-investment such as in sourcing or completing the transaction or providing operational skill or insight; preferences of the target company; the overall strategic benefit to the transaction, the applicable Fund or HIM in offering a co-investment opportunity to the potential co-investor; the expertise of the potential co-investor with respect to the geographic location or business activities or industry of the prospective target company; the investment objectives and existing portfolio of the potential co-investor; the legal or regulatory constraints to which the proposed investment is expected to give rise; ease of process with respect to arranging a co-investment group; other potential legal, regulatory, tax, reporting, public relations, competition, confidentiality, financial and other factors; and other facts or circumstances that HIM deems appropriate or relevant. HIM is not required to consider all of these factors, and some factors will be more or less important depending upon the nature of the particular investment and related circumstances. HIM expects to allocate certain co-investors a greater proportion of an investment opportunity than others as a result of these factors. HIM, at times, causes a Fund to temporarily warehouse a portion of an investment opportunity in order to facilitate a co-investment by one or more affiliated or third-party co-investors and fund such warehoused investment by calling capital from investors of such Fund and/or drawing down on the applicable Fund’s credit facility. If such co-investment is not ultimately consummated, the Fund will end up holding a larger portion of such investment than it otherwise expected or desired to hold, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic or business conditions.

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General Clients typically compensate HIM, in part, on the basis of asset management fees calculated as a percentage of the funded and unfunded capital commitments of a client, or of a client’s assets under management. HIM generally deducts or charges asset management fees from or to client accounts on a quarterly basis and such fee rates are individually agreed to with HIM’s clients. In certain instances, HIM (or its affiliate) may charge a one-time upfront fee or other aggregated fees paid in advance. Asset management fees that are deducted or charged on a quarterly basis are generally payable by clients in advance of the beginning of each calendar quarter. HIM also enters into arrangements to receive performance-based fees/allocations, with rates and other terms being individually agreed to with the applicable client. HIM assesses performancebased fees/allocations based on realized capital appreciation and may, in the future, assess such fees/allocations on unrealized capital appreciation. In certain instances, such performance fees/allocations are subject to a threshold amount, hurdle, benchmark, or preferred return. In some cases, HIM receives a portion of its clients’ realized investment profits as performance fees/allocations upon disposition of the relevant investment, but in other cases HIM deducts or receives performance-based fees/allocations from client accounts annually, or collects them directly from clients on an annual basis, which such fees/allocations generally are rolled over or reinvested into client accounts, thereby increasing HIM’s proportionate interest in such client accounts. HIM’s fee and compensation practices for Co-Investment Arrangements are subject to a case-by-case agreement with the applicable client. Neither HIM nor any of its “supervised persons” (as defined in the glossary of terms to the SEC Form ADV) accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Performance-Based Compensation HIM receives performance-based fees and allocations, as described above. HIM agrees to or arranges such fees/allocations with clients before entering into advisory relationships and fees and other economic terms are agreed to on a client-by-client basis and terms vary among clients. The receipt of performance-based compensation creates an incentive for HIM to make investments that are riskier or more speculative than those HIM would otherwise make in the absence of such incentive compensation. HIM addresses this conflict by focusing on long-term relationships with its clients and Fund investors, and by managing the Funds in accordance with the applicable advisory agreement and/or governing documents. HIM charges clients both asset-based fees and performance-based fees/allocations. Charging assetbased fees and performance-based fees/allocations creates a conflict of interest because it creates an incentive to allocate the best-performing assets into client accounts on which HIM charges performance-based fees/allocations. Additionally, the allocation of performance fees and allocations at different rates, or subject to different hurdle rates or preferred returns, creates an incentive for HIM or its affiliates to disproportionately allocate time, services, or functions to

accounts or vehicles with higher fees/allocations (or subject to a lower hurdle rate or preferred return), or to allocate investment opportunities to such accounts or vehicles. HIM and its advisory affiliates recognize the possibility of such a conflict being detrimental to their clients and seek to address it through HIM’s allocation policies, procedures, processes and other relevant measures. Please see Item 4, “Investment Allocations and Related Conflicts” for additional information on HIM’s investment allocation policies, procedures, and processes. HIM does not charge performance-based fees where such an arrangement would violate Section 205 of the Advisers Act, pursuant to Rule 205-3 thereunder. Valuation of Assets The asset management fees and the performance-based fees/allocations charged to or made by a client are calculated based on valuations ascribed to a client’s holdings by HIM, which presents a conflict. Valuations are also used for determining the prices at which interests in Funds are redeemed, purchased, or reinvested, underscoring the importance of the need to address any such conflict. HIM addresses this conflict by adhering to its valuation practices, which include: •

Engaging third party administrators, auditors, pricing sources, and valuation agents, from time to time, to assist in certain valuation processes and confirmations; and

•

A Valuation Committee that seeks to implement HIM’s valuation policies and procedures and to make determinations and recommendations regarding the valuations ascribed to client holdings.

HIM’s valuation policies and procedures generally (i) seek to ensure that HIM’s determinations of fair value of client assets is appropriate, (ii) require all such determinations to be made in good faith, and (iii) address relevant accounting standards. Specific valuation procedures differ based on the type of security and/or instrument and the observability of market inputs. Certain terms related to HIM’s valuation policies and procedures are incorporated into written investment management agreements entered into with its clients and/or a Fund's governing documents. There can be no assurance that the value assigned to an investment at a certain time will equal the value that a client is ultimately able to realize. Expenses and Other Fees Each client bears its own expenses and HIM’s general policy is that it assesses expenses against client accounts to the extent that such expenses are permissible client expenses under the applicable client agreements. Allocable client expenses generally include: management fees and performance fees/allocations; organizational and administration fees and expenses; taxes; costs incurred in connection with the researching, evaluation, acquisition, monitoring and disposition of investments (whether or not consummated); transaction costs; financing costs; insurance costs; certain regulatory and tax compliance costs; and fees relating to service providers engaged for a client’s business and operations, including, without limitation, attorneys, auditors, accountants, valuation services, consultants, and custodians; and such other fees and expenses as are provided for under the arrangement with each client. HIM (or an affiliate), in certain circumstances, will

pay a client expense out-of-pocket and be reimbursed by offsetting from proceeds otherwise payable to such client. Certain expenses are charged to more than one client, in which case HIM determines the appropriate allocation of expenses among each client depending on the nature of the expense. Certain expenses are allocated between clients on a pro rata basis (as appropriate) while others are allocated more specifically based on other factors, such as the relevant clients that have incurred the cost or received the benefit arising from the expenses. Clients incur brokerage and other transaction costs. Please see Item 12, “Brokerage Practices” below for a discussion of certain brokerage expenses. HIM has no affiliated broker-dealers. HIM could elect to (or to cause its affiliates to) rebate, offset or return directly to the client account cash and non-cash consideration received or due to it as a result of actions taken with respect to a client’s investment, including, e.g., customary break-up fees, commitment fees, monitoring and directors’ fees and transaction, financing, divestment and other similar fees (all to the extent that the receipt of such monies is consistent with applicable law). HIM’s and its affiliates’ obligations to do so will be governed by the agreements with each affected client, which could include provisions on the calculation of non-cash consideration. HIM or its affiliates currently, and will from time to time, provide services (including advisory services) to Portfolio Companies. In such a situation, HIM (or an HIM affiliate) is, and will be, entitled to compensation from these Portfolio Companies, notwithstanding the fact that HIM (or any such affiliate) is entitled to compensation from the parent client entity. The receipt of such compensation could adversely impact the performance of the relevant Portfolio Companies, and the amount of such compensation and its financial impact on a Portfolio Company may not be specifically reported to investors or clients. In certain cases, HIM (or a relevant affiliate) could be obligated to, in accordance with the agreements with each relevant client, or could determine to, rebate, offset, or return directly to the client account compensation owed to it by a client by some or all of the compensation payable to it by a Portfolio Company, but this will not always be the case. Please see Item 10, “Relationships and Transactions with Portfolio Companies” for additional information on HIM’s services arrangements with Portfolio Companies. There can be no assurance that any such compensation will be established on an arm’s length basis. Out-of-pocket expenses associated with a completed investment made by the applicable client generally are borne by the relevant Portfolio Company or a related investment vehicle through which the investment is made by such applicable client and may be capitalized as part of the acquisition price of the relevant transaction to the extent not reimbursed by a third party. Where the relevant Portfolio Company bears such expenses, each direct and indirect equity owner of the company will indirectly bear a portion of such expenses. In certain transactions, however, certain expenses could be allocated to and borne by (a) holding companies or other vehicles through which certain, but not all, of the direct and indirect equity owners of the Portfolio Company invest or (b) a specific client. For instance, certain deal expenses required to be incurred due to regulatory requirements relating to a specific client may in some situations be allocated to such client. In such circumstances, this will result in such client bearing a greater portion of such costs and expenses than would be the case if such costs were paid by the relevant Portfolio Company.

Refunds and Fee Waivers In the event of the termination of a client’s advisory agreement during a quarterly period, to the extent required under such client’s advisory agreement, such client, without request, will receive a pro rata refund of the portion of the asset management fee paid in advance for the remaining balance of the quarter. Certain one-time or other up-front fees may not, in accordance with the terms of the relevant client agreement, be refunded, reduced, or waived based upon a shorter service period. Additionally, unless otherwise agreed to with a client, HIM generally assesses a pro rata asset management fee to any client account created on any date other than the first day of any calendar quarter. HIM has the authority to, in its sole discretion, waive all or part of any fees or expenses payable by or attributable to its clients, their underlying investors, or other clients. Certain of HIM, its affiliates and/or each of their personnel have invested in one or more of the Funds directly or indirectly through vehicles established by HIM or its affiliates for their personnel. HIM, its affiliates and/or many of its affiliates’ personnel are not generally subject to asset management fees or performance-based fees/allocations with respect to their investments in the Funds.

Methods of Analysis HIM’s research process employs a variety of techniques, including fundamental, quantitative, qualitative and cyclical analysis, with the specific techniques employed being determined on a client-specific basis. HIM focuses on developing a deep, fundamental understanding of investment opportunities through rigorous due diligence and analysis. HIM’s bottom-up approach to analysis and research is generally conducted on a company-by-company basis, but could extend to competitors and industries. HIM evaluates the up-side and down-side of the companies and opportunities identified and monitors them closely and conducts, as appropriate, on-site visits, cross-checks, and detailed financial analysis of investment opportunities. HIM’s analysis continues with ongoing due diligence and monitoring after an investment is entered into a client’s portfolio. Sources of Information HIM incorporates local expertise stemming from grassroots research to generate powerful independent and proprietary views that drive its investment strategy. HIM generally adheres to an exhaustive research framework, including, as appropriate, face-to-face communication with management, analysis of publications and other media, site visits, expert networks, analysis of data and information from clients and Portfolio Companies, and dialogue with suppliers, customers, and competitors. Please see Item 10, “Expert Networks” and “Data” below for some potential conflicts of interest that are expected to arise from using these sources of information. Investment Strategies General Strategy. HIM invests globally and focuses on understanding fundamental risks, uncovering long-term growth potential, and targeting industries that it understands and can monitor. HIM’s investment decisions are based on bottom-up analysis and research. HIM generally focuses on private (or otherwise less liquid) investment opportunities, including venture capital, private equity, private debt and buyout transactions, across multiple industries, but a material portion of client investments could become listed and HIM could also participate in publicly-listed (or similarly liquid) investment opportunities. Broadly speaking, HIM’s investment recommendations and decisions are made based on fundamental analyses. However, HIM may purchase and sell investments for clients at what it considers to be advantageous times (for example, if HIM views the economic value of a particular

company to be uncorrelated with the price at which such company’s shares trade and wants to capture a buying or selling opportunity in the market). Short Strategy and Hedging. HIM, from time to time, utilizes short sales and maintains short positions in order to hedge risks that are present in or that could affect a client portfolio, to generate returns for a client account, or to structure and manage risks in an investment strategy. Risk Factors Clients should be aware that any investment with HIM involves a high degree of risk and is suitable only for investors of substantial means who have no need for liquidity with respect to the amount invested and can afford to lose all of their investment. There can be no assurances that HIM’s clients will receive any return of, or on, their capital. Investors are advised to review the applicable Fund’s offering materials for a more extensive description of the risks of investing in the Funds. General Risks Investment risks include, but are not limited to, the following: Risk of Loss. HIM does not guarantee the future performance of any client portfolio, the success of any investment decision, strategy, or advice that HIM could employ or provide, or the success of HIM’s overall management of any client. Any investment made in connection with HIM’s advice or management involves significant risk, including the risk of loss of all or substantially all capital invested. Investors should be prepared to bear the loss of the entire amount of their investment. International Investments Risk. HIM’s investments include equity and debt securities in a number of international jurisdictions including securities with a substantial relationship with Asia and also securities relating to the United States and Europe. International investments involve a broad range of political, economic, legal, tax, and financial risks. Many of these risks are not typically associated with investments in securities of companies in economies that are developed and have been regulated over a longer period of time. These risks include: (i) less publicly available information; (ii) varying levels of governmental regulation and supervision; (iii) the difficulty of enforcing legal rights in a foreign jurisdiction and uncertainty as to the status, interpretation and applications of laws and (iv) foreign exchange controls. Moreover, non-U.S. companies may not be subject to the same accounting, auditing, and financial reporting standards, practices, and requirements comparable to those applicable to companies in other countries or regions, such as U.S. companies. Further, investing in securities of non-U.S. entities that are generally denominated in non-U.S. currencies and utilization of options on nonU.S. securities involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of the U.S. government or entities organized or domiciled in the U.S. These considerations include, among others, changes in exchange rates and exchange control regulations; political and social instability; expropriation or confiscatory taxation; imposition of foreign taxes; less liquid markets and less publicly available information than is generally the case in the U.S.; higher transaction costs; foreign government restrictions;

less government supervision of exchanges, brokers and issuers; greater risks associated with counterparties and settlement; difficulty in enforcing contractual obligations and legal rights, and uncertainty as to the status, interpretation and application of laws; and greater price volatility. Further, income or proceeds received by a client from sources within some countries could be reduced by withholding and other taxes imposed by such countries. Any such taxes paid by a client will reduce its net income or return from such investments. Emerging Markets Risk. Investing in an emerging market involves additional risks and special considerations not typically associated with investing in other more established economies or securities markets. Emerging economies differ from other large economies in many respects, including the level of development, growth rate, and allocation of resources. Such risks could include: (i) increased risk of nationalization, expropriation of assets, or confiscatory taxation; (ii) greater social, economic, and political uncertainty, including war; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity, and smaller capitalization of securities markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii) increased likelihood of governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (ix) differences in auditing and financial reporting standards, which could result in the unavailability of material information about issuers; (x) less extensive regulation of the securities markets; (xi) longer settlement periods for securities transactions and less reliable clearance and custody arrangements; (xii) less protection through registration of assets; (xiii) less developed corporate laws regarding fiduciary duties of officers and directors and protection of shareholders and other interest holders; and (xiv) less developed laws regarding internal controls designed to ensure the accuracy of financial reporting and third-party attestation of the effectiveness of those controls. Moreover, the value of HIM’s investments could be adversely affected by uncertainties associated with international political developments. Changes in political, economic, and social conditions and government policies in Asia could have a substantial detrimental impact on HIM’s clients’ investments. These changes could include: (i) promulgation of new laws, regulations, and economic policies; (ii) changes in the interpretation or enforcement of laws or regulations; (iii) introduction of measures to control inflation or stimulate growth; (iv) changes in the rate or method of taxation; and (v) the imposition of additional restrictions on currency conversion and remittances abroad. Political/Sovereign Risk. With respect to any emerging market country, there is a heightened risk of nationalization, expropriation or confiscatory taxation, political changes, government regulation, economic or social instability or diplomatic developments (including war) which could affect adversely the economies of such countries and the value of clients’ investments in those countries. In addition, the inter-relatedness of the economies in emerging market countries has deepened over the years, with the effect that economic difficulties in one country often spread throughout the region. No assurance can be given that clients’ investments will not be adversely affected by circumstances in countries outside of where investments are located.

Availability of Suitable Investment Opportunities and Investment Risk. For HIM’s investment strategies to be successful, it must be able to identify and select appropriate investment opportunities. Additionally, HIM competes for investment opportunities with operating companies, financial institutions, and other institutional investors, including private equity, hedge, and other investment funds, which could negatively impact HIM’s ability to take advantage of suitable investment opportunities. Successful implementation of the investment strategy adopted by HIM requires accurate assessments of general economic conditions, the detailed analysis of individual companies or industries, the relationship between a security and its derivatives, the risk correlation between a wide variety of investments, and the future behavior of other financial market participants. Even with the most careful analysis, the direction of the financial markets is often driven by unforeseeable economic, political, and other events and the reaction of market participants to these events. HIM’s clients should be aware that the value of their investments and the return derived from them could fluctuate. There can be no assurance that HIM’s strategy will be successful and an unsuccessful strategy could result in significant losses to HIM’s clients’ investments. Further, there can be no assurance that the investments HIM chooses will achieve HIM’s clients’ investment objectives. Additionally, though investments are monitored in accordance with HIM’s policies, as well as risk management policies and restrictions in prospectuses, investment advisory agreements or governing documents, there can be no guarantee that losses will be avoided at all times. There is a risk that HIM’s clients’ investments will be lost entirely or in part. Past performance should not be construed as an indication of the future results of an investment that HIM monitors, recommends, or trades for its clients. Strategy Risk. Fundamental analysis, by itself, does not attempt to anticipate market movements. This presents a potential risk and, although HIM considers overall market conditions in its investment strategies, the price of a security could move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the investment. Likewise, HIM’s long-term growth strategy might not take advantage of short-term gains that could be profitable. If HIM’s predictions are incorrect, a security could decline sharply in value before client investments are sold. Hedging Policies/Risks. In connection with the consummation of investments, HIM’s clients might or might not employ hedging techniques designed to protect such clients against adverse movements in currency or prices. In the event a client does employ hedging techniques, it will do so in order to: (i) protect against possible changes in the market value of such client’s investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect such 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 such client’s portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of such client’s securities; (vii) protect against any increase in the price of any securities such client anticipates purchasing at a later date; or (viii) act for any other reason that HIM deems appropriate. HIM’s clients are not generally required to hedge any particular risk in connection with a particular transaction or its portfolio generally. HIM might be unable to anticipate the occurrence of a particular risk and, therefore, might be unable to attempt to hedge against it. While HIM’s clients could enter into hedging transactions to seek to reduce risk, such transactions could result in a poorer overall performance for HIM’s clients than if they had not

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HIM serves as an investment adviser to pooled investment vehicles whose underlying investors are “accredited investors” (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended) and/or “qualified purchasers” (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended) and/or “knowledgeable employees” (within the meaning of Rule 3c-5 under the U.S. Investment Company Act of 1940, as amended). Underlying investors in the pooled investment vehicles HIM advises include endowments, foundations, nonprofit organizations, pensions, corporates, government entities, family offices, trusts, and other businesses or institutions. As noted in Item 4, HIM and the other Hillhouse Investment Group entities also advise non-U.S. accounts and vehicles (including co-investment vehicles) that are not deemed advisory clients under the Advisers Act and not discussed in this Brochure. HIM could also provide investment advice to institutional clients such as endowments, foundations, non-profit organizations, pensions, corporates, government entities, family offices, trusts, and other businesses or institutions. Minimum Account Size Certain of the Funds require a minimum capital commitment or investment amount, but the general partners of such Funds may accept capital commitments or investment amounts in lesser amounts in their sole discretion. HIM generally does not require clients or investors to maintain a minimum investment to continue an advisory relationship or to remain invested in the Funds.

Advisory Agreements HIM’s clients typically enter into a written investment management, advisory, or similar agreement (and/or enter into or become subject to a limited partnership or similar organizational agreement with HIM or one of its affiliates) in establishing an advisory relationship with HIM or its affiliates. HIM will not assign any advisory agreements without client consent.

HIM receives performance-based compensation as described in Item 5, “Fees and Compensation” above. As described above, HIM does not engage in side-by-side management practices.

Neither HIM nor any member of its management is registered, or has an application pending to register, as a broker-dealer, a registered representative of a broker-dealer, a futures commission merchant (an “FCM”), a commodity pool operator (a “CPO”), a commodity trading advisor (“CTA”), or an associated person of a registered FCM, CPO, or CTA. HIM and/or certain of its affiliates act as CPOs for their clients, but they are exempt from registration with the Commodity Futures Trading Commission (the “CFTC”) pursuant to CFTC Rule 4.13(a)(3) under the U.S. Commodity Exchange Act. This exemption is based primarily upon clients’ limited commodity interest trading. Unlike registered CPOs, HIM and its relevant affiliates are not required to deliver to investors disclosure documents or certified annual reports contemplated by CFTC rules applicable to registered CPOs. Likewise, HIM and/or certain of its affiliates act as CTAs for some of their clients, but are exempt from registration as CTAs and therefore are not required to satisfy certain requirements contemplated by CFTC rules applicable to registered CTAs. All qualifying HIM personnel (and qualifying personnel of the non-U.S. affiliates discussed in Item 4) are treated as “access persons” by HIM within the meaning of Rule 204A-1 under the

Advisers Act, and are subjected to HIM’s Code of Ethics. Please see Item 11, “Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading” below for additional information about HIM’s Code of Ethics. An HIM affiliate, HHLR, is also an SEC-registered investment adviser. While HHLR and HIM, from time to time, invest in similar strategies or companies, HHLR generally focuses on publiclylisted (or similarly liquid) investment opportunities, while HIM generally focuses on private (or otherwise less liquid) investment opportunities, including venture capital, private equity, private debt and buyout transactions. Therefore, investment results could differ as between HIM’s clients and HHLR’s clients. To address these conflicts of interests, HIM has adopted policies, procedures, and processes, including an allocation policy. Please see Item 4, “Investment Allocations and Related Conflicts” for more information. HIM, HHLR and other entities are members of what is referred to as “Hillhouse Investment Group,” which is a multinational group of related advisory entities. Hillhouse Investment Group could engage in and provide a broad range of banking, advisory and investment services to their clients and customers. HIM believes that clients will generally benefit from the relationships and activities resulting from these services, which are expected to generate attractive investment opportunities and analytics. Nevertheless, situations arise in which the interests of Hillhouse Investment Group will conflict with the interests of clients or Fund investors, including those set forth below. Investments by Other Hillhouse Investment Group Clients. As a result of the expansive nature of Hillhouse Investment Group’s business, clients of the various members of Hillhouse Investment Group will invest in companies that could compete with, are customers of, or are service providers or suppliers to, the Portfolio Companies of one or more other clients. This would give rise to certain conflicts of interest. First, the various members of Hillhouse Investment Group could take actions for their clients and their Portfolio Companies for commercial reasons that have adverse consequences for other clients or their Portfolio Companies, such as seeking to increase market share at the expense of a Portfolio Company of another client (as a competitor), withdrawing business from a Portfolio Company of another client in favor of a competitor that offers the same product or service at a more competitive price (as a customer), increasing prices in lock step with other enterprises in the industry (as a supplier) or commencing litigation against a Portfolio Company of another client (in any capacity). Secondly, one member of Hillhouse Investment Group could obtain information while dealing with its clients and Portfolio Companies that it is prohibited from acting on or disclosing to another member of Hillhouse Investment Group as a result of confidentiality requirements or securities laws restricting activities while in possession of material non-public information, even though such action or disclosure would be in the clients’ interests. In such circumstances, HIM might not pursue certain actions on behalf of a client or a portfolio company, which could result in a benefit to another client. In addition, to the extent not restricted by confidentiality requirements, Hillhouse Investment Group would ordinarily seek to apply the experience obtained by managing each client to benefit other clients. Investing with Related Parties. Clients often make investments in the same Portfolio Company. Differences between each client, including their respective terms, investment periods, structures and investment strategies, could result in a given client making or exiting its investment at a different time, at a different effective price or with differing costs or terms than other clients.

Situations could arise where other clients co-investing with a client invest on different (and more favorable) terms than those applicable to such client and have interests or requirements that conflict with and adversely impact such client (for example, with respect to the timing of acquisitions and disposals or control rights) and, accordingly, investments could be acquired at different times in different parts of the capital structure at lower or higher prices or valuations and on different terms than those upon which a given client acquires an investment. The different prices paid for, or terms of, securities held by clients will create conflicts of interest. The other clients’ view of the investment and their interests could diverge from those of a given client and the other clients will be acting in their own interests and could take actions that are adverse to the interests of such client, including actions that could affect the value of such client’s investment. Further, there can be no assurance that a given client and the other clients would exit such investment at the same time or on the same terms. This could cause the other clients to dispose of, increase their exposure to or continue to hold the investment at a time when a given client has adopted a different strategy. For example, following the initial public offering of a Portfolio Company in which both a given client and another client hold an interest, such client could exit at a different time and at a different valuation from another fund. As a result, the actions of the other clients could affect the value of such client’s investment. For example, a sale by another client of its investment could put downward pressure on the value of a given client’s interest if such client opts to hold such interest for a longer term. In addition, certain client investments are often pooled with one or more other clients (an “Asset Pool”), including for the purposes of seeking a full or partial exit from one or more investments, or obtaining leverage or other financing. For example, there could be situations in which it would be advantageous to the clients to pool certain investments together to obtain or access certain rights in respect to certain portfolio companies. In such circumstances, an Asset Pool could be managed or controlled by HIM or any of its affiliates (or controlled by a Fund). The consummation of any such transaction might not require the consent of the LP Advisory Committee (as defined below) or the investors and will involve the exercise of HIM’s and its affiliates’ discretion with respect to a number of material matters, which are likely to create actual or potential conflicts. For example, in determining the proportionate interest of each client in the Asset Pool (or particular classes or tranches of securities or other interests in the Asset Pool), HIM and its affiliates will be required to determine the relative value of assets contributed to the Asset Pool, and value of securities or interests (or particular classes or tranches thereof) issued by the Asset Pool. In making this determination HIM and its affiliates could, but are not required to, engage or seek the advice of any third party independent expert. However, even if such advice was sought, valuing such assets and interests and, therefore, the value of each client’s interest in, or proceeds received from, any Asset Pool, will be subjective. While HIM will seek to make allocation determinations in accordance with its policies and its duties, the appropriate allocation among each client of expenses and fees incurred or generated in the course of evaluating potential investments often will not be clear, in particular with respect to an investment that was not consummated and may not be proportional to invested capital or other metrics in specific instances or over time. Investing in Different Levels of the Capital Structure. Clients currently (and will in the future) invest in a broad range of asset classes throughout the corporate capital structure. As HIM and its affiliates establishes more funds, vehicles and accounts, including those that focus on different parts of the corporate capital structure (for example, preferred equity, convertible debt,

subordinated debt or senior debt), both the range of asset classes in the corporate capital structure in which clients invest and the extent of such investments by clients will increase. A given client could make investments in other parts of the capital structure of a company in which another client has or will have an investment in an equity or debt tranche. As an investment adviser to both clients, HIM would owe a fiduciary duty to both clients. Consequently, given the differing tranches and corresponding priorities in the capital structure of a single company, HIM would face a conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, one client and the other client (e.g., with respect to the structure and terms of the equity securities, the value of the equity securities, the enforcement of rights and remedies and the resolution of restructurings or bankruptcies). For example, a given client could acquire a significant equity stake in a company for which another client is a creditor, whether as a lender, holder of debt securities or otherwise. As a creditor of the company, the other client would have an incentive to take actions, consistent with its obligations to maximize returns to its investors that would be adverse to the interests of such client as a holder of more junior securities. The other client would be under no obligation to take any action or refrain from taking any action to prevent or mitigate any losses by such client. There can be no assurance that any such conflict will be resolved in a manner that is beneficial to any particular client. In certain situations, such conflicts may be resolved or mitigated pursuant to the terms of the relevant client agreements. There can also be no assurance that clients will invest in, or exit or otherwise achieve liquidity from, the same company at a similar time or on similar terms, and there can be no assurance that a given client’s return on any such investment will be similar to the returns achieved by another client, even if such client and such other client invest in the same or similar parts of a company’s capital structure. Similarly, depending on the nature of the securities or instruments held, the liquidity options available to each client are expected to vary. For example, the ability to syndicate or refinance the investment made by each client could differ materially. Also, to the extent that HIM could, through a given client’s governing rights with respect to such company, determine the terms and conditions (including price) that are offered and ultimately agreed to with another client, HIM will face a conflict of interest in respect of the advice it gives to, and the actions it takes on behalf of, such clients. There can be no assurance that such terms and conditions that are ultimately agreed to with such other client will reflect terms and conditions that could have been obtained in an arm’s length transaction with a non-affiliated party. In addition, where a given client and another client or other entity invest in different parts of the capital structure of a particular company, their respective interests are likely to diverge significantly in the case of financial distress of the company. If such other client or other entity had the potential to incur a loss on its investment as a result of such difficulties, HIM’s ability to recommend actions in the best interests of a client is likely to be impaired. Certain clients of HIM’s affiliates are also expected to invest in equity securities of publicly traded companies that are actual or potential Portfolio Companies of HIM. The trading activities of those clients could be different from, or inconsistent with, activities that are undertaken for the account of a given client in such securities or instruments. Due to various conflicts described herein, actions could be taken by HIM, and/or on behalf of a given client, that are adverse to other clients.

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General Code of Ethics HIM expects its employees to be responsible for maintaining the highest ethical standards when conducting business. In keeping with these standards, HIM’s employees must always place its clients’ interests ahead of their own. Moreover, HIM’s employees should adhere to the spirit as well as the letter of the law and be vigilant in guarding against anything that could inappropriately skew their judgment. Pursuant to Rule 204A-1 under the Advisers Act, HIM has adopted a Code of Ethics (the “Code”) which sets forth standards of business and personal conduct for all HIM employees, and addresses conflicts of interest that could arise from personal trading by employees or gifts and entertainment received or provided by employees. The Code sets forth, among other things, standards for the purpose of deterring wrongdoing and promoting: (i) honest and ethical reporting; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents; (iii) compliance with applicable laws, rules, and regulations; (iv) prompt internal reporting of violations of the Code; and (v) accountability for adherence to the Code. Clients or potential clients can obtain a copy of the Code by writing to HIM’s Chief Compliance Officer at the address on the cover page of this Brochure. As discussed in Item 10, qualifying personnel of the non-U.S. affiliates discussed in Item 4 are treated as “access persons” by HIM within the meaning of Rule 204A-1 under the Advisers Act, and are subjected to the Code. Interest in Client Transactions Clients of HIM and its affiliates (such persons, the “Other Hillhouse Investors”) from to time to time hold investments similar to or the same as those made or proposed to be made by other HIM clients. Investments held by Other Hillhouse Investors could be in the same or similar securities as those held by HIM’s other clients, but acquired at different times, at lower or higher prices or valuations, and on different terms than those upon which HIM’s clients acquire an investment. The different prices paid for, or terms of, securities held by the Other Hillhouse Investors creates conflicts of interest. HIM has adopted an aggregation and allocation policy to help assure investment opportunities are recommended or allocated in a fair and equitable manner. As described more fully in Item 5,“Fees and Compensation,” HIM takes various factors into account in making recommendation and allocation decisions.

Please see Item 5, “Fees and Compensation,” and Item 10, “Other Financial Industry Activities and Affiliations,” above for a discussion of the conflict of interest created by allocating investment opportunities among client accounts and how HIM addresses the conflict of interest. Personal Trading The Code is designed to assure that the personal securities transactions, activities, and interests of HIM’s employees do not interfere with their judgment in advising HIM’s clients. HIM discourages its employees from excessive personal trading due to the conflicts of interest (real and apparent) that such trading could present. Employees are required to seek pre-clearance for all reportable personal securities transactions and provide post-trading details of all approved personal trades. Employees are also required to provide HIM with detailed information regarding their reportable personal securities holdings, which they are required to update on a quarterly basis. Although employees are not prohibited from personal trading, employees are prohibited from short-term trading or speculation, and employees must present any investment opportunities suitable for any investment strategy of HIM’s clients to such clients prior to engaging in any transaction related thereto for personal benefit. To minimize the risk of conflicts of interests, employees and their immediate family members are not permitted to make personal trades in any security, company, asset, or investment product under research, traded in, or contemplated to be traded in by HIM, in each case without the consent of the Compliance Officer. Service on Boards of Directors Representatives of HIM, HHLR, or their other affiliates, from time to time, serve on the boards of directors of Portfolio Companies and other companies. A HIM representative serving as a director for a company has fiduciary duties to the company, as well as to HIM’s clients. These separate fiduciary obligations could create conflicts of interest that must be addressed to ensure the HIM representative serving as director does not breach his or her fiduciary obligations. In addition, if HIM obtains material, non-public information by virtue of a representative serving as a director of a company, HIM generally would be precluded from trading or making a recommendation with respect to the securities of such company. HIM has adopted internal policies and procedures to address conflicts of interest that arise from time to time in connection with service on the board of directors of a company. Other Business Ventures HIM, its affiliates, and its clients will engage in other business ventures to the extent not prohibited by agreements with its clients, independently or with others, including ventures involving investing in securities or managing or participating in other investment funds, or pursuing coinvestments with HIM’s clients or otherwise investing in Portfolio Companies independently of its clients. Other ventures undertaken by HIM and its affiliates in certain circumstances are competitive with its clients. Conflicts of interest arise as a result of such activities, including in allocating management time, services or functions and allocating investment opportunities. In addition, as discussed above, HIM and its affiliates provide investment advisory services to CoInvestment Arrangements and/or Portfolio Companies, and also invest directly or indirectly in investment opportunities. HIM recognizes the conflicts in these situations and relies upon its

allocation and other internal policies and procedures to ensure fair and equitable allocation of investment opportunities, and to address other conflicts of interest. Conflicted Transactions For a number of the Funds, HIM and its affiliates are and will be among the largest investors. As a result, certain transactions by such Funds could constitute “principal transactions” (as such term is used under the Advisers Act). With respect to principal transactions, cross trades, related-party transactions and other transactions and relationships involving potential conflicts of interest (collectively, “Conflicted Transactions”), the general partner of the relevant Fund will act in accordance with the policies and procedures established by HIM to address these potential conflicts of interest and to authorize or ratify such transactions. HIM expects that any Conflicted Transaction for which consent is required under its policies and procedures or applicable law to be submitted for review and approval to the relevant LP Advisory Committee or board of directors of the general partner of the relevant Fund (so long as the majority of the members of such board is comprised of independent directors) and the decision of the LP Advisory Committee or such board will be binding on the relevant Fund. Other conflicts not discussed above could arise in connection with the management and operation of HIM’s clients.

HIM has discretionary authority to invest client assets under its management and thereby direct trades. HIM chooses various brokers for more efficient and/or less expensive transactions, or for non-financial relationship reasons. HIM endeavors to select brokers that provide the best execution for securities transactions so that a client’s total costs or proceeds in each transaction are the most favorable under the circumstances (“Best Execution”). In selecting brokers to effect portfolio transactions, HIM considers various factors, including, without limitation: price; quality of execution, including the reliability, promptness, level of accuracy and confidentiality in executing orders; extensiveness of the broker’s distribution network; commission rates or other transaction costs; HIM’s access to the broker’s trading desk; the broker’s familiarity with HIM’s investment practices; and the value of certain brokerage or research services. HIM does not consider whether it receives client referrals from a broker-dealer or third party in selecting a broker. Directed Brokerage Clients sometimes request that HIM use a particular broker-dealer to effect transactions in recognition of services clients receive from the broker-dealer or from a third party. Any such request by a client must be accepted by HIM prior to implementation. A client’s direction of brokerage services could cost such client more money and could prevent such client from receiving the most favorable execution of such client’s transactions. Soft Dollar Arrangements While HIM currently does not have any formal soft dollar arrangements, HIM or its affiliates could enter into arrangements whereby HIM receives research or other products or services (other than

execution) from a broker or other third party in connection with client securities transactions, known as “soft dollar benefits.” These soft dollar benefits would be received in connection with commission fees paid to those brokers to execute client transactions. These research products and services would be intended to provide HIM with valuable research and services that HIM would otherwise have to produce or purchase from third parties with its own funds. Any transaction in which soft dollar benefits are being received will be carefully evaluated to determine that the transaction complies with HIM’s duty to seek Best Execution. However, as a result of any soft dollar benefits HIM receives, HIM could have an incentive to select or recommend a broker based on receipt of soft dollar benefits. Section 28(e) of the Securities Exchange Act of 1934 establishes a safe harbor allowing investment managers to use client funds, by way of commission dollars, to purchase certain “brokerage and research” services. Pursuant to this safe harbor, the brokerage and research services, if any, must provide HIM with lawful and appropriate assistance in the performance of its investment decisionmaking responsibilities. Further, HIM will make a good faith determination that the amount of commissions paid by clients is reasonable in light of the value of the brokerage or research services received. This means that clients could pay commissions to a broker in an amount greater than the amount another broker might charge. HIM would only enter into soft dollar arrangements if it believes that the products or services it could obtain through soft dollar arrangements would benefit all of its relevant client accounts, rather than benefitting just one account. HIM currently does not require soft dollar benefits to be allocated proportionately to the amount of soft dollar benefits generated by each client account. Therefore, it is possible that such soft dollar benefits could provide a benefit to some clients who have not generated a proportionate share of commissions used to pay for these benefits. However, it is also possible that clients could benefit from these arrangements to a greater extent than the commissions they generated. Trade Aggregation HIM generally aggregates its client orders when doing so will result in a better overall price for its clients’ trades and as otherwise consistent with the terms of its allocation policies. Aggregation or “bunching” describes a procedure whereby an investment manager combines the orders of two or more clients into a single order for the purpose of obtaining better prices and lower execution costs. Aggregation opportunities generally arise when more than one client is capable of purchasing or selling a particular security based on investment objectives, net asset value, available cash, lifespan of HIM’s clients and other factors. HIM will not aggregate orders among clients of HIM and/or its affiliates where such activity is inconsistent with or is prohibited by local law, regulations or exchange rules. This could lead to the inability for clients to participate in certain transactions due to market, regulatory, or deal-specific restrictions and requirements. HIM does not aggregate or bunch certain client orders of A Share Investments since A Share Investments are generally processed separately with respect to each client. This could lead to the inability for clients to participate in certain transactions due to market, regulatory, or deal-specific restrictions and requirements.

Neither HIM nor any related person of HIM, directly or indirectly, compensates any person for client referrals. Should HIM determine to enter into a solicitation arrangement for client referrals, HIM will disclose the arrangement in writing as required by Rule 206(4)-3 under the Advisers Act and will comply with all other applicable requirements of the Rule. No person, other than HIM’s clients, provides HIM with an economic benefit for providing advisory services to its clients. Please see Item 12, “Brokerage Practices,” above for a discussion of certain soft dollar benefits that HIM could receive in connection with certain brokerage relationships. Related persons of HIM serve as directors on the boards of public and private companies in which one or more of HIM’s clients invest. In certain circumstances, HIM receives director’s fees in connection with such service. Please see Item 11, “Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading,” for a description of HIM’s process for addressing conflicts of interest created by its related persons serving as directors.

To HIM’s knowledge, after due inquiry, there are no legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of HIM’s advisory business or the integrity of HIM’s management.

HIM reviews and evaluates its clients’ investment objectives and performance on a regular basis. HIM also reviews strategies to ensure compliance with investment objectives and restrictions. Reviews are primarily conducted by the relevant portfolio manager and could periodically be conducted by an investment committee that is comprised of HIM’s Chief Investment Officer, and other senior members of HIM’s research team. Fund investors receive an annual report containing audited financial statements, generally within 120 days following the end of the Fund’s fiscal year. Fund investors also receive relevant tax information for the Fund in which they are invested. In addition, clients and investors receive unaudited statements with information on their account activity on a quarterly basis (or on a more frequent basis, depending on the Fund terms or the client agreement). These written financial statements and reports typically do not include a listing of portfolio investments.

HIM is deemed to have custody over certain of its clients’ assets under Rule 206(4)-2 of the Advisers Act (the “Custody Rule”) because of its authority to access client assets and its role as a general partner of a Fund. The term “custody” is defined under the Custody Rule as holding, directly or indirectly, client funds or securities, or having any authority to obtain possession of them. HIM does not physically hold client assets. Instead, for clients within the scope of the Custody Rule, HIM maintains client securities and funds over which it has custody with a “qualified custodian” in accordance with the Custody Rule. Client funds and securities are held with a bank, broker-dealer, or other independent, qualified custodian. HIM’s Chief Compliance Officer is responsible for ensuring that any qualified custodian with custody of client assets that fall under the Custody Rule is properly qualified. Further, HIM could satisfy the audit provision of the Custody Rule through an annual audit of the relevant clients. Where required, audited financial statements are prepared and delivered to underlying investors in accordance with the

Custody Rule. Item 13, “Review of Accounts” above describes the content and frequency of other reports delivered to underlying investors.

HIM generally has discretionary authority to manage assets on behalf of its clients, including authority to determine which investments are bought and sold and the amounts appropriate for that client. HIM could, however, also enter into non-discretionary arrangements. As noted above under Item 7, “Types of Clients,” clients generally enter into written investment advisory agreements with HIM before establishing an advisory relationship with HIM and these agreements can contain limitations on HIM’s authority. For Funds and other categories of clients, limitations on HIM’s authority or other material terms of the advisory relationship can be found in written investment management agreements, in the organizational or governing documents of the applicable clients or in disclosure documents applicable to such clients.

HIM has and will accept proxy voting authority to vote client securities. This creates a potential conflict of interest because of the possibility of HIM voting client securities to further its own interests at the expense of its clients’ interests. HIM takes seriously its responsibility to exercise proxies on behalf of clients and have adopted written policies and procedures to do so in a manner consistent with Rule 206(4)-6 promulgated under the Advisers Act. These policies and procedures are reasonably designed to ensure that proxies are voted in the best interest of HIM’s clients, which generally means voting proxies with a view to enhancing the value of client securities. The financial interest of HIM’s clients is the primary consideration in determining how proxies should be voted. Further, as the decision to invest in a company normally represents confidence in the company’s management, HIM will typically give serious consideration to management recommendations. HIM will generally support management recommendations regarding internal operations and those without significant economic effects. Conversely, management proposals that are likely to have significant economic effects, involve management interests or where HIM lacks confidence in the management team will be subject to greater scrutiny on a case-by-case basis. The following is a brief summary of principles, rather than rules, that reflect the long-term approach that guides (but does not obligate) HIM’s investment and proxy voting decisions regarding common proxy proposals. 1. Board of Directors: HIM will generally support resolutions that promote the effectiveness of boards in acting in the best interest of shareholders. HIM generally supports the election of a majority of independent directors. 2. Auditors and Auditor Compensation: Where all members of a company audit committee are independent, HIM will generally support the election of directors, the appointment of auditors, and the approval of the auditor compensation recommended by the board of directors.

3. Changes in Capitalization: HIM recognizes the need for the management of a company to have flexibility to issue or repurchase shares to meet changing financial conditions. HIM will generally support changes in capitalization when a reasonable need for change is demonstrated. HIM is, however, aware that new shares could dilute the ownership interest of shareholders, and HIM will not generally support changes resulting in excessive dilution of existing shareholder value. 4. Corporate Restructuring, Mergers, and Acquisitions: HIM believes proxy votes dealing with corporate reorganizations are an extension of the investment decision. Accordingly, HIM will analyze such proposals on a case-by-case basis, weighing heavily the views of its research analysts that cover the company and its investment professionals managing the portfolios in which the stock is held. 5. Management Compensation: HIM’s goal is to support compensation arrangements that are tied to long-term corporate performance and shareholder value. These arrangements should better align management’s interests with those of shareholders and should induce management to purchase and hold equity in the company. Stock option plans that are overly generous or excessively dilutive to other shareholders generally will not be supported. 6. Other Issues: HIM will address business issues specific to a company or those raised by shareholders of a company on a case-by-case basis with a focus on the potential impact of the vote on value for its clients. Procedurally, HIM will take reasonable measures under the circumstances to obtain knowledge of meetings and other events giving rise to solicitation of proxies, assure that proxies are received in sufficient time for HIM to take action, vote proxies, and return the proxies to the parties soliciting them in time to be counted. Clients could direct (in certain cases) the vote of HIM in a particular solicitation, obtain information from HIM about how it voted clients’ securities, and obtain a copy of HIM’s proxy voting policies and procedures by writing to Hillhouse Investment Management, Ltd., Attn: Chief Compliance Officer, at the address on the cover page of this Brochure. If a HIM representative serves on the board of directors for a Portfolio Company in which a client invests, unique conflicts of interest in relation to proxies could exist. In such circumstances, HIM’s Chief Compliance Officer or its designee will undertake a review prior to any vote by the proxy recipient to determine whether a material conflict of interest exists between the applicable HIM representative and the interests of such client, or between the HIM representative and such client and company shareholders. In the event a material conflict of interest is identified, the Chief Compliance Officer or his or her designee will take such steps as he or she deems necessary to determine how to vote the proxy in the best interests of the relevant client. In each instance, when exercising their voting discretion, HIM’s representatives will seek to avoid any direct or indirect conflict of interest between a client(s) and their voting decisions.

There is no financial condition that is reasonably likely to impair HIM’s ability to meet its contractual commitments to clients.