Redmile Group, LLC

Description of Advisory Firm. For the purposes of this brochure, the “Firm” means Redmile Group, LLC, a Delaware limited liability company, together (where the context permits) with its affiliated general partners of the Funds (each, a “General Partner”) and other affiliates that provide advisory services to and/or receive advisory fees from the Funds. Such affiliates are under common control with Redmile Group, LLC and possess a substantial identity of personnel and/or equity owners with Redmile Group, LLC. These affiliates may be formed for tax, regulatory or other purposes in connection with the organization of the Funds, or may serve as general partners of the Funds. The Firm was formed in March 2007 and became operational shortly thereafter. Jeremy Green is the managing member and principal owner of the Firm. The Firm generally provides investment management, advisory and sub-advisory services to investment vehicles that are exempt from registration under the Investment Company Act of 1940, as amended (together with any special purpose vehicles (“SPVs”) and other investment vehicles and accounts advised by the Firm, the “Funds”), focusing primarily on making investments in U.S. and non-U.S. healthcare companies. In limited circumstances, the Firm also provides certain consulting services. The Firm provides investment management and advisory services to open-end funds that invest primarily in public equities, closed-end venture capital or growth equity funds and closed-end funds that invest primarily in public equities. The firm also provides investment management and advisory services to certain SPVs which typically are structured to implement a specific trade thesis or to invest in and around a specific company. Certain open-ended Funds previously designated securities for which there was no ready market as “Designated Investments,” although the Firm has discontinued accepting new capital for participation in Designated Investments and does not intend to enter into any new Designated Investments (aside from follow-on investments in existing Designated Investments). Certain other investments that are reasonably deemed by the Firm to either exceed a Fund’s concentration or risk parameters then in effect or be subject to legal, contractual or other restrictions are designated as “Special Investments.” The Firm’s authority with respect to Special Investments only applies to then existing public positions that it reasonably expects to be able to exit within three to 12 months. The Firm provides investment supervisory services to each Fund in accordance with the limited partnership agreement (or analogous organizational document) of such Fund or separate investment and advisory, investment management or portfolio management agreements (each, an “Advisory Agreement”). Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable General Partner and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Advisory Agreements with the Funds and/or organizational documents of the applicable Funds. Investment restrictions for the Funds, if any, are generally established in the organizational or offering documents of the applicable Funds, Advisory Agreements and/or side letter agreements negotiated with investors in the applicable Funds (such documents collectively, a Fund’s “Organizational Documents”).

Description of Advisory Services. The Firm manages the portfolios of the Funds on a discretionary basis according to the investment objectives and restrictions of each Funds. The investment objective and strategy for each Fund is described in more detail in its Organizational Documents. Wrap Fee Programs. The Firm does not participate in wrap fee programs. Assets Under Management. As of December 31, 2025, the Firm had approximately $4.7 billion in client net assets under management on a discretionary basis. The Firm currently does not manage assets on a non-discretionary basis.

Management Fees. As compensation for investment supervisory services rendered to the Funds, the Firm receives from each such Fund a management fee (each, a “Management Fee”). The Management Fee is typically calculated based on the net assets of a limited partner’s capital accounts or a shareholder’s common shares, as applicable, before accrual of any applicable incentive allocation or fee or based on the aggregate capital commitments of limited partners. The precise amount of, and the manner and calculation of, the Management Fees for each Fund are established by the Firm and are set forth in such Fund’s Organizational Documents. The Management Fees and other fees and distributions described herein are generally subject to modification, waiver or reduction by the Firm in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which, to the extent permitted by applicable law, may not be disclosed to other investors in the same Fund. Specifically, the applicable General Partner and the Firm, each in their sole discretion, have in the past agreed, and may in the future agree, to waive or reduce the Management Fee charged to investors that are (i) those who provide strategic and/or technical advice to a General Partner, the Firm or their affiliates; (ii) General Partner members, Firm employees or affiliates of such General Partner or the Firm, and (iii) investors in one or more Funds who have a certain collective minimum capital commitment/investment. The fee structures described herein may be modified from time to time. Fees may differ from one Fund to another, as well as among investors in the same Fund. Management Fees vary Fund by Fund and may be payable monthly, quarterly, or semi-annually in advance. Upon termination of an Advisory Agreement, Management Fees that have been prepaid will be returned on a prorated basis. Furthermore, certain General Partners have entered into and may, in the future, enter into a side letter or similar agreement with an investor of any of the Funds, without the approval of any other investor, which has the effect of establishing rights under, or altering or supplementing the terms of a Fund’s Organizational Documents. Firm Expenses. To the extent provided in the Organizational Documents, and except as described herein as a Fund or portfolio company expense, the General Partner and/or the Firm will bear certain expenses and costs associated with the performance of its services, including the compensation and expenses of certain of its employees and general overhead expenses including,

rent, utilities and expenses for administrative, clerical and related support services, except to the extent that legal, accounting or other specialized consulting, advisory or professional services are required that the General Partners, the Firm or an affiliate thereof would not normally be expected to render with their own professional staff (the costs of which services will be borne by the applicable Fund as detailed below). Fund Expenses. Subject to the Organizational Documents of the Funds, the Funds will generally bear organizational expenses, including expenses of their initial organization and the offering and/or sale of common shares or interests including, but not limited to, out-of-pocket costs incurred by or on behalf of the applicable General Partner or their respective affiliates in connection with the marketing, formation, and organization of the Funds and the General Partners, as applicable, including legal, accounting, travel, meeting, printing and other fees and expenses incident thereto as well as, with respect to certain Funds, private placement fees, finder’s fees or other similar fees paid to an independent third party in connection with the sale of interests. With respect to certain other Funds, the aforementioned expenses may be subject to a cap. Generally, the Funds will bear fees and expenses associated with the ongoing offering and/or sale of common shares or interests, including updating, supplementing and distributing of such amended Organizational Documents and other relevant materials. Each Fund will also bear all other expenses, fees, charges, taxes and liabilities relating to it to the extent not borne by its portfolio companies or portfolio investments including, but not limited to, the Management Fee or any other fees payable to the General Partners or the Firm, the registrar and transfer agent and the administrator; directors fees; all costs and expenses incurred in connection with the purchase, holding, monitoring, sale, proposed sale or transmittal of any Fund investment or of Fund assets (whether or not any such purchase or sale is consummated); research expenses; interest on and fees and expenses arising out of all margin accounts, indebtedness and other permitted borrowing made by such Fund; real property or personal property taxes on investments, including documentary, recording, stamp and transfer taxes; investment expenses such as brokerage fees or commissions, trading and support services including payments to assisting brokers, investment related travel expenses; direct fees and expenses such as legal fees and other due diligence expenses incurred related to the analysis, purchase, sale or exchange of securities or other investments (whether or not ultimately consummated) (including CoInvestments (as defined below), Designated Investments and Special Investments); expenses incurred in connection with the investigation, prosecution or defense of any claims by or against a Fund, including claims by or against a governmental authority; proxy voting service fees; consulting fees relating to investments or proposed investments; consulting fees paid to consultants that comprise an advisory board of the Firm; taxes applicable to a Fund on account of its operations and expenses associated with the preparation and filing of tax returns; any sales or other taxes, fees or government charges which may be assessed against a Fund; fees and expenses related to negotiating, drafting, preparing, reviewing, finalizing and coordinating signature of various agreements (e.g., non-disclosure agreements, term sheets, financing agreements, joint venture agreements, operating agreements, acquisition agreements, and other similar agreements) and related obligations with respect to know your customer and anti-money laundering matters; fees incurred in connection with the maintenance of bank or custodian accounts; all expenses incurred

in connection with the registration of a Fund’s securities under applicable securities laws or regulations; expenses incurred by the applicable General Partner in serving as the Fund representative; any fees or other compensation payable to placement agents or selling agents; all out-of-pocket expenses of preparing and distributing reports to partners; accounting fees and other fees and expenses relating to finance and accounting services (including outsourced finance and accounting services); costs and expenses associated with software and other technology services related to investment-related activities; fees and expenses relating to specialized consulting, advisory or professional services; fees and expenses relating to regulatory compliance, filing and reporting of a Fund (or that relates to or derives from a Fund’s investment activities), the applicable General Partner and/or the Firm (including but not limited to Form PF, Section 13 and Section 16 filings); meeting expenses; expenses associated with a Fund’s communications with partners, including preparation/distribution of financial statements, tax returns and annual or other reports to the limited partners; out-of-pocket costs associated with a Fund’s meetings or limited partner Advisory Committee (“Advisory Committee”) matters and expenses of members of the applicable Advisory Committee (including travel-related costs and expenses); all legal, custodial, audit, appraisal, administration, and other professional fees and expenses relating to a Fund and its activities; all expenses relating to litigation and threatened litigation involving a Fund, including indemnification expenses, discovery requests, the cost of liability and other premiums for insurance (including D&O and E&O insurance) to protect a Fund, the applicable General Partner, the members of the applicable General Partner and/or its managers, the Firm, the members, managers and employees of the Firm, directors, the members of the applicable Advisory Committee and any of their respective partners, members, stockholders, managers, managing directors, officers, directors, trustees, employees, consultants, agents or affiliates from liability to third parties that relate to the activities of a Fund and its investments; any other fees and expenses approved by a Fund’s Advisory Committee; and other similar fees and expenses, as well as any other fees or expenses incurred by the Firm or a Fund in connection with a Fund’s operations that are not specifically set forth above as being paid by the Firm. To the extent applicable, a Fund that is designed to accept subscriptions from pension and profit-sharing plans maintained by U.S. corporations and unions, individual retirement accounts and Keogh plans, (an “ERISA Fund”) will pay certain insurance costs (including D&O and E&O insurance for the Firm and directors) in accordance with the requirements of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Brokerage Fees. When a broker is used in connection with an investment by a Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. Allocation of Expenses. From time to time the Firm will be required to decide whether certain fees, costs and expenses should be borne by the Firm, a Fund, a portfolio company, co-investors and/or a third party (each, an “Allocable Party”) and if so, how such fees costs and expenses should be allocated among the relevant Allocable Parties. Certain fees, costs and expenses may be the obligation of one particular Allocable Party and may be borne by such Allocable Party, or fees, costs and expenses may be allocated among multiple Allocable Parties. The Firm allocates fees, costs and expenses in accordance with a Fund’s Organizational Documents. Typically, where fees,

Read the rest in the brochure

Following is a description of some of the more significant investment strategies that the Firm uses on behalf of the Funds generally, investment instruments in which the Funds invest, and the risks associated with them. Not all of the investment strategies, investment instruments and associated risks are relevant to all Funds. Investment Objective. The Firm will implement the investment objectives of the Funds described in each Fund’s Organizational Documents. There can be no assurance that the investment objectives of the Funds will be achieved. Furthermore, an investment in the Funds may be deemed speculative and is not intended as a complete investment program. The Funds are designed for experienced and sophisticated persons who are able to bear the risk of the substantial impairment or loss of their investment in the Funds. Types of Investments. The Firm will seek to achieve the objectives of the Funds stated in their respective Organizational Documents, by investing primarily in U.S. and non-U.S. healthcare companies. Certain of the Funds invest in public equities, which sometimes includes investments in illiquid, publicly-quoted securities. These Funds from time to time also invest in private companies and/or non-equity asset classes where the Firm believes such investments offer an attractive risk-reward. Certain other Funds invest in or in both public equities and private equity investments structured as equity and equity-related investments, principally in healthcare related businesses. The Firm may also invest in fields related to healthcare where due diligence shows

that healthcare assets are the driving force behind value creation and in other sectors from time to time. Notwithstanding the foregoing, the Firm generally has broad and flexible investment authority. In order to maintain flexibility and to capitalize on investment opportunities as they arise, the Firm is not required to invest any particular percentage of the Funds in any type of investment or region, and the amount of the portfolios which is invested in any type of investment or which is weighted in different countries or different sectors can change at any time based on the availability of attractive market opportunities. Accordingly, investments may at any time include long or short positions, if applicable, in U.S. or non-U.S. publicly-traded or privately-issued common stocks, preferred stocks, stock warrants and rights, bonds, notes or other debentures or debt participations, convertible bonds, convertible preference shares, fund interests, swaps, options (including options on stock market indices), futures contracts, commodities, forward contracts and other securities or financial instruments including those of investment companies. Investment Approach/Strategy. The following are key principles behind the Firm’s investment approach and strategy:

The Firm has a broad healthcare focus. Healthcare is a truly global market. Generally, the Firm has a longer-term investment horizon. Fundamentals are key and drive real value. Patience is critical. While the Firm’s process is based on fundamental research, it recognizes that specific knowledge may not be useful for years.

Research Process. “Fundamental research” is central to the Firm’s investment process. The Firm seeks to recognize product cycles and investment themes before they become the focus of mainstream investors. As part of this process, the Firm utilizes a number of different avenues to provide information leading to an investment decision. The following are sources for the Firm’s ideas: (a) contacts with physicians; (b) focus outside of the United States; (c) dialogue with companies; (d) attendance at medical conferences; (e) meetings with private companies; and (f) regular dialogue within the team. The Firm utilizes a note and model process. The following are the Firm’s protocols:

Company Financial Models: The Firm maintains proprietary models on a broad range of companies, including investments by the Funds and potential future investments.

Market Models: The Firm also builds and maintains market models for a number of key medical markets.

Investment Theses: Investments are generally preceded by a research note explaining the thesis, the expected fair value and the risks inherent in such investment.

Regular Dialogue: The Firm shares findings from its research process with its team in brief research notes in order for it to internally leverage its information and ideas.

Associated Risks. While the following summary of certain of these risks should be carefully evaluated before making an investment in any Fund, it does not intend to describe all possible risks of such an investment. Risks to the Firm’s Funds include, but are not limited to, the following: Investment/Certain Risk: The Funds are speculative investments and are not intended as a complete investment program. Investment in the Funds is suitable only for persons who can bear the economic risk of the loss of their investment, who have limited need for liquidity in their investment and who meet the conditions set forth in each of the Funds’ offering documents. There can be no assurance that the Funds will achieve their investment objectives or any particular level of returns. Investment in the Funds involves significant risks. Future and Past Performance: The past performance of the Funds as well as the performance of other Funds advised by the Firm is not necessarily indicative of the Funds’ future results. While the Firm intends for the Funds to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurance that the Funds’ objectives will be achieved. Loss of principal is possible on any given investment. General Economic and Market Risk: The value of a Fund's investments could be affected by factors affecting the economy and securities markets generally, such as real or perceived adverse economic conditions, supply and demand for particular instruments, changes in the general outlook for certain markets or corporate earnings, interest rates, announcements of political information, natural disasters, outbreaks of disease or adverse investor sentiment generally. The market values of a Fund’s investments may decline for a number of reasons, including increases in defaults resulting from changes in overall economic conditions and widening of credit spreads. Unfavorable market conditions may also increase funding costs, limit access to the capital markets or result in credit terms changing or credit becoming unavailable. These events could have an adverse effect on a Fund’s investments and a Fund’s overall performance. A Fund is subject to the risk that natural disasters and geopolitical and other events (e.g., wars, terrorism and outbreaks of disease) will disrupt securities markets and adversely affect global economies and markets, thereby decreasing the value of a Fund’s investments. Events such as war, terrorism and related geopolitical risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Those events could also have an acute effect on individual issuers or related groups of issuers. These risks could also adversely affect individual issuers or related groups of issuers, securities markets, interest rates, auctions, secondary trading, inflation, deflation and other factors relating to a Fund's investments. At such times, a Fund's exposure to the risks described elsewhere in this section will likely increase. Market disruptions can prevent a Fund from implementing its investment program for a period of time and achieving its investment objective. For example, a disruption may cause a Fund’s derivatives counterparties to discontinue offering derivatives on some underlying commodities, securities, reference rates, or indices or to offer such products on a more limited basis, or the current economic crisis may strain the U.S. Treasury’s ability to satisfy its obligations.

Market uncertainty may have a significant impact on the business of a Fund. Among other things, the level of investment opportunities may decline from the Firm’s current expectations. One possible consequence is that a Fund may take a longer than anticipated period to invest capital and/or a Fund may be relatively concentrated in a limited number of investments. Consequently, during this period, the returns (if any) realized by investors may be substantially adversely affected by the unfavorable performance of a small number of these investments. Although the Firm may believe that certain market dislocations may result in attractive investment opportunities, a Fund may not be able to time the acquisition or disposition of its investments correctly, which could result in further depreciation in values. Changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the jurisdictions in which a Fund may invest, and any negative sentiments towards the U.S. as a result of such changes, could adversely affect the performance of a Fund’s investments. In particular, the outcome of U.S. presidential and other elections creates uncertainty with respect to the legal and regulatory regimes in which the Funds and their investments operate, which could have a material adverse impact on the Funds and their investments. In addition, negative sentiments towards the U.S. among nonU.S. customers and among non-U.S. employees or prospective employees could adversely affect sales or hiring and retention, respectively, in investments. Risks Related to Pandemics and Other Diseases: Events such as health pandemics or outbreaks of disease may lead to increased short-term market volatility and may have adverse long- term effects on the U.S. and world economies and markets generally. For example, in 2020, a new and highly contagious form of coronavirus disease, COVID-19, spread to numerous countries, prompting precautionary government-imposed closures and restrictions of certain travel and businesses in many countries. This and other pandemics or outbreaks could result in a general economic decline in a given region, or globally, particularly if the outbreak persists for an extended period of time or spreads globally. This could have an adverse impact on the Funds’ investments, or the Funds’ ability to source new investments or to realize their investments. Pandemics and similar events could also have an acute effect on individual issuers or related groups of issuers and could adversely affect securities markets, interest rates, auctions, secondary trading, ratings, credit risk, inflation, deflation and other factors relating to the Funds’ investments or the Firm’s operations. Additionally, the risks related to health pandemics or outbreaks of disease are heightened due to uncertainty as to whether such an event would qualify as a force majeure event. If a force majeure event is determined to have occurred, a counterparty to a Fund or an investment may be relieved of its obligations under certain contracts to which it is a party, or, if it has not, a Fund and its investments may be required to meet their contractual obligations, despite potential constraints on their operations and/or financial stability. Either outcome could adversely impact investments and the Funds’ performance. Custody and Banking Risks: The Funds will maintain funds with one or more banks or other depository institutions (“banking institutions”), which may include U.S. and non-U.S. banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom

Read the rest in the brochure

The Firm serves as investment manager to the Funds. Investment advice is provided directly to the Funds (subject to the direction and control of the General Partner of each such Fund, if applicable) and not individually to investors in such Fund.

With respect to certain Funds, a portion of the net investment proceeds will be distributed, if earned, to the applicable general partner or their respective affiliates, as carried interest distributions. Each General Partner of a Fund is a related person of the Firm. Carried interest paid by a Fund is indirectly borne by investors in such Fund. For certain other Funds, the Firm charges an incentive allocation or incentive fee where applicable calculated as a percentage of each investor’s share of net profits (together with carried interest distributions, “Performance-Based Fees”). Certain Funds and investors in such Funds (including the Management Group (as defined below)) may incur lower or no Performance-Based Fees and the General Partner or the Firm, as applicable,

in its sole discretion, has in the past agreed, and may in the future agree, to waive or reduce Performance-Based Fees charged to investors that are members, directors, principals, employees or affiliates of the General Partner or the Firm, relatives of such persons and certain large, strategic or other investors. Performance-Based Fees create an incentive for the Firm to recommend investments that are riskier or more speculative than those that the Firm would recommend under a different fee arrangement. In the allocation of investment opportunities, performance-based fee arrangements also create (i) an incentive for the Firm to favor clients with performance or incentive fee arrangements over clients that are not charged, or from which the Firm will not receive, a performance fee; and (ii) an incentive for the Firm to favor clients from which the Firm will receive a greater performance fee over clients from which the Firm will receive a lesser performance fee. Generally, and except as may be otherwise set forth in the Organizational Documents of the Funds, this conflict is mitigated, at least in part by the Firm’s implementation of its allocation policy and reviews of trade allocations. See also Item 11 below regarding allocation for additional information relating to how conflicts of interests are generally addressed by the Firm.

Neither the Firm nor any of the Firm’s management persons are registered, or have an application pending to register as: a) a broker-dealer or a registered representative of a broker-dealer; or b) a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entity. Given the relationship between the Firm and the General Partners, it is likely that the General Partners are deemed related persons or affiliates of the Firm. For a description of material conflicts of interest created by the relationship among the Firm and the General Partners, as well as a description of how such conflicts are addressed, please see Item 11 below. Neither the Firm, nor the General Partners recommend or select other investment advisers for their clients for compensation.

Trading Code of Ethics The Firm has adopted a Code of Ethics (“Code”) that describes the standards of business conduct that it requires of employees (and any others subject to the Code) and establishes procedures intended to help the Firm detect and prevent potential conflicts of interest’. The Code, which is designed to comply with Rule 204A-1 under the Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. Furthermore, the Code and the Firm’s Policies and Procedures Manual strictly prohibit:

Using any device, scheme or artifice to defraud, or engaging in any act, practice, or course of conduct that operates or would operate as a fraud or deceit upon, any client or prospective client or any party to any securities transaction in which the Firm or any of its clients is a participant; Making any untrue statement of a material fact or omitting to state to any person a material fact necessary in order to make the statements the Firm has made to such person, in light of the circumstances under which they are made, not misleading; Engaging in any act, practice, or course of business that is fraudulent, deceptive, or manipulative, particularly with respect to a client or prospective client; and Causing the Firm, acting as principal for its own account or for any account for which the Firm or any person associated with the Firm acts as a fiduciary, to make an investment in violation of any applicable law, rule or regulation of a governmental agency.

Under the Code, employees are required to report personal securities holdings initially and on an annual basis. In addition, the Firm monitors all employees’ securities transactions including that employees must arrange for brokerage data feeds or duplicate copies of their brokerage statements to be sent to the Chief Compliance Officer or his/her delegate. The Code includes procedures for and restrictions on employee trading including certain restrictions with regard to the purchase and/or sale of securities in the healthcare sector and requirements that employees make a written request for and receive clearance from the Firm’s Chief Compliance Officer or his/her delegate before they buy or sell certain other securities. The Code also contains procedures to prevent inappropriate trading while the Firm is in possession of material nonpublic information. A copy of the Code of Ethics is available to any client or prospective client upon written request to ir@redmilegrp.com or redmile_legal@redmilegrp.com. Participation or Interest in Client Transactions The Firm and certain employees and affiliates of the Firm may invest in and alongside the Funds, either through the General Partners, as direct investors in the Funds or otherwise. A Fund or its General Partner, as applicable, may reduce all or a portion of the Management Fee, Performance34

Based Fees or other incentive compensation related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Conflicts of Interest The Firm and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction-related, investment advisory, management, consulting and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund will, from time to time, conflict with the interests of the Firm, other Funds or their respective affiliates. Certain of these conflicts of interest, as well as a description of how the Firm addresses such conflicts of interest, can be found below. The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Fund. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. Resolution of Conflicts As noted in Item 4 above, the Firm serves as the investment manager to the Funds. In addition, the Firm, its affiliates, including the General Partners, and their respective principals, affiliates and employees as well as business associates and other “friends and family” of the Firm (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related programs, family investment vehicles and other estate planning vehicles) (collectively, the “Management Group”) conduct investment activities for their own accounts or accounts of the Management Group and create potential conflicts of interest (see Management Group Conflicts, below). In the case of all conflicts of interest, the Firm’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Firm’s best judgment, but in its sole discretion. In resolving conflicts, the Firm considers various factors, including the interests of the applicable Fund with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: (1)

The Firm will consider the appropriateness of an investment from the viewpoint of a Fund;

(2)

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the Organizational Documents for the Funds;

(3)

Certain Funds have established an Advisory Committee, consisting of representatives of investors not affiliated with the Firm. On any issue involving actual conflicts of interest, the Firm will be guided by its good faith discretion;

(4)

Where the Firm deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price;

(5)

The Firm has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest; and

(6)

Prior to subscribing for interests in a Fund, each investor receives or can access information relating to significant potential conflicts of interest arising from the proposed activities of the Fund.

While the Firm endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that the Firm will identify or resolve all conflicts in a manner that is favorable to the Funds and the Funds’ investors may not be entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Allocation of Investments In connection with its investment activities, the Firm may encounter situations in which it must determine how to allocate investment opportunities (including follow-on investments) among various clients and other persons, which may include, but are not limited to, the following:

The Funds;

Any co-investors or co-investment vehicles that have been formed to invest side-by-side with one or more Client in all or particular transactions entered into by such Clients(s) (the co-investors or investors in such co-investment vehicles which may include the Management Group and/or individuals and entities that are not investors in any Clients (“Third Parties”));

The Management Group and/or Third Parties that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Clients in particular transactions entered into by such Clients(s); and

The Management Group and/or Third Parties acting as “co-sponsors” with the Firm with respect to a particular transaction.

The Firm makes allocation determinations consistent with the Funds’ Organizational Documents and in accordance with its written policies and procedures. The Funds are generally subject to investment allocation guidelines (collectively, “Investment Allocation Guidelines”). Investment

Allocation Guidelines are generally set forth in the Funds’ Organizational Documents. To the extent the Investment Allocation Guidelines of a Fund do not include specific allocation procedures and/or allow the Firm discretion in making allocation decisions among the Funds, the Firm will follow the process set forth below. After determining which Funds and/or other parties are eligible to participate in an investment opportunity, the Firm assesses whether an investment opportunity is appropriate for a particular Fund, based on several factors, including but not limited to the Fund’s investment objectives, strategies and structure, which are typically reflected in such Fund’s Organizational Documents. Prior to making any allocation to a Fund of an investment opportunity, the Firm determines what additional factors may restrict or limit the offering of an investment opportunity to the Fund. Possible restrictions include, but are not limited to:

Obligation to Offer: the Firm may be required to offer an investment opportunity to one or more Funds.

Related Investments: the Firm may offer an investment opportunity related to an investment previously made by a Fund(s) to such Fund(s) to the exclusion of, or resulting in a limited offering to, another Fund.

Legal and Regulatory Exclusions: the Firm may determine that certain Funds or investors in such Funds should be excluded from an allocation due to specific legal, regulatory and contractual restrictions placed on the participation of such persons in certain types of investment opportunities.

Once the Firm identifies the Fund or Funds that are eligible to participate in a particular investment, the Firm, in its discretion, decides how to allocate such investment opportunity. In allocating such investment opportunity, the Firm may consider some or all of a wide range of factors, which include, but are not necessarily limited to, one or more of the following:

a Fund’s exposure to the securities, issuer or market in question;

the different liquidity positions and requirements of a Fund;

a Fund’s tax considerations;

a Fund’s regulatory considerations;

small share allocations, odd lots, foreign securities law restrictions or restrictions of a Fund;

the relative capitalization and cash availability of a Fund;

the relative risk and value at risk (“VAR”) profiles of a Fund;

different strategies or mandates of a Fund;

a Fund’s portfolio concentration considerations;

formal diversification requirements imposed by a Fund’s constituent documents;

borrowing base considerations of a Fund;

different historical and anticipated subscription and redemption patterns of a Fund;

minimum investment criteria or undesirable position size for a Fund;

a Fund’s ramp up and ramp down periods;

a Fund’s investment time horizon; and

adjustments that lead to cost savings or other transactional efficiencies for a Fund.

The application of the Investment Allocation Guidelines and factors set forth above will often result in allocation on a non-pro rata basis and there can be no assurance that a Fund will participate in all investment opportunities that fall within its investment objectives. The Firm makes allocation determinations based solely on the Firm’s expectations at the time such investments are made, however investments and their characteristics may change and there can be no assurance that an investment may prove to have been more suitable for another Fund in hindsight. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. For example, in allocating an investment opportunity among Funds with differing fee, expense and compensation structures, the Firm has an incentive to allocate investment opportunities to the Funds from which the Firm or its related persons derive, directly or indirectly, higher fees, compensation or other benefits. Notwithstanding the foregoing, the Firm will not allocate investment opportunities among the Funds based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any Fund or (ii) the profitability of any Fund. While the Firm determines how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which the Firm is subject, discussed herein, did not exist. In addition, the Management Group invests in Funds and therefore participates indirectly in investments made by the Funds in which they invest. Such interests will vary Fund by Fund and may create an incentive to allocate particularly attractive investment opportunities to the Fund in which such personnel hold a greater interest. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Fund. For example, additional conflicts could arise to the extent the Firm and/or its affiliates, or the Management Group, hold an outsized economic position in any of the participating Funds. In such cases, the Firm could be incentivized to manage such arrangements in a manner

Read the rest in the brochure

Selection of Brokers For each of the Funds, the Firm has, subject to the direction of such Fund’s General Partner, if applicable, sole discretion over the purchase and sale of investments (including the size of such

transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Fund involving a broker-dealer, the Firm will seek “best execution” of the transaction except to the extent it may be permitted to pay higher brokerage commissions in exchange for brokerage and research services (as discussed below). “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. While trade price is often a significant quantitative factor in best execution, the Firm also evaluates qualitative execution factors, such as research capabilities, success of prior research recommendations, ability to execute trades, nature and frequency of sales coverage, depth of services provided (including back office and processing capabilities), financial stability and responsibility, reputation, commission rates, responsiveness to the Firm and the value of research and brokerage products and services provided by such brokers. The determining factor is not the lowest possible commission cost alone. The Firm may place transactions with a broker or dealer that (i) provides the Firm (or an affiliate) with the opportunity to participate in capital introduction events sponsored by the broker-dealer or (ii) refers investors to the Fund or other products advised by the Firm (or an affiliate), if otherwise consistent with seeking best execution; provided the Firm is not selecting the broker-dealer in recognition of the opportunity to participate in such capital introduction events or the referral of investors. The Firm may employ one or more firms to provide various trading services and support to the Firm, including the direct execution of trades and the direction and allocation of orders (such firms, the “Assisting Brokers”). Expenses related to such Assisting Brokers will be borne by the relevant Fund. Aggregation of Securities Transactions When appropriate, the Firm often does, but is not required to, aggregate client orders to achieve more efficient execution or to provide for equitable treatment among accounts. These transactions may be made at slightly different prices, because of the volume of securities purchased or sold. As a result of aggregating trades, however, the price may be less favorable to a particular Fund than it would be if similar transactions were not being executed concurrently for other Funds. The Firm has implemented procedures intended to treat all Funds equitably in the aggregation process and over the course of a buying or selling program. If any order is not filled at the same price, orders are generally allocated on an average price basis. Research and Other Soft Dollar Benefits As noted above, the Firm may cause a client to pay a brokerage commission in excess of that which another broker might charge for effecting the same transaction in recognition of the value of the brokerage, research and other services and soft dollar relationships. Although the Firm believes that clients benefit from many of the services obtained with soft dollars generated by client trades, clients do not benefit exclusively. The Firm, its affiliates and other client accounts also derive direct or indirect benefits from some or all of these services, particularly to the extent that Redmile uses “soft” or commission dollars to pay expenses that the Firm would otherwise be required to pay or produce itself.

Section 28(e) of the Exchange Act is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Where applicable and except for services that would be a client expense or as otherwise described below, the Firm will limit the use of “soft dollars” to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between the Firm and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a selfregulatory organization such as comparison services, electronic confirms or trade affirmations. If applicable, the use of commissions arising from clients’ investment transactions for services other than research and brokerage will be limited to services that would otherwise be a client expense. The use of commissions to obtain such other services would be outside the parameters of Section 28(e). In some instances, the Firm receives a product or service that may be used only partially for functions within Section 28(e) (e.g. an order management system, trade analytical software or proxy services). In such instances, the Firm makes a good faith effort to determine the relative proportion of the product or service used to assist the Firm in carrying out its investment decisionmaking responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting the Firm in carrying out its investment decision-making responsibilities is paid through brokerage commissions generated by client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) is paid for by the Firm from its own resources unless it is attributable to items that would otherwise be a client expense in which case it will either be paid by the client or be paid through brokerage commissions generated by the client’s transactions. The Firm makes payments for eligible research and brokerage services either via a portion of the commission paid to the executing broker/dealer or through client commission sharing arrangements (“CSAs”). Any research received can be used to service all Funds to which it is applicable, whether or not a Fund’s commissions were used to obtain the research, and services received from a broker (or paid for by commissions paid to a broker) that executed transactions for a particular Fund will not necessarily be used specifically in providing investment advice to that particular Fund. Some Funds will generate more CSA credits than other Funds for a variety

of reasons, including but not limited to account size, trading frequency, and the investment strategy in which the account is managed. A conflict of interest exists when a broker-dealer provides such research or brokerage services, however, as the Firm will have an incentive to favor such broker-dealer over others that may charge lower commissions. Any such research or brokerage service may be broadly useful and of value to the Firm in rendering investment advice to all or a significant portion of the Funds, or may be relevant and useful for the management of one or only a few Funds’ accounts, regardless of whether such account or accounts paid commissions to the broker-dealer through which the research or brokerage service was provided. Although the Firm will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates likely results in higher transaction costs than would otherwise be obtainable. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services create a potential conflict of interest between the Firm and its clients. Prime Brokerage Practices The Funds typically have accounts at prime brokers that allow the Funds to receive services that include, but are not limited to, custody, margin financing, clearing, settlement, stock borrowing, and select technology services. The Firm may replace a Fund’s prime broker or appoint an additional prime broker at any time. The Firm also receives additional services from prime brokers, including technology services, capital introduction services, portfolio reporting and access to electronic communications networks. Although, the Firm will use a substantial portion of these services for research and trading on behalf of client accounts, some services may be used for administrative purposes, which would benefit the Firm and, which would not be within the safe harbor of Section 28(e). Prime brokers may provide services to the Firm in exchange for brokerage, custody and clearance fees and other charges, and if the Firm did not receive these services from the Funds’ prime brokers, the Firm would be required to bear the cost for all or some portion of them. The Firm is not required to direct a particular number of trades to a prime broker or to continue to use any prime broker, but the receipt of such services by the Funds and the Firm, creates an incentive for the Firm to continue to engage a prime broker and to direct business to one particular prime broker over another, even if such prime broker is not the most advantageous for a Fund. Trade Errors Trade errors may occur in connection with the Firm’s management of the Funds. The Firm has policies and procedures that address identification and correction of trade errors, consistent with applicable standards of care and any relevant offering documents. The Firm makes its determinations regarding trade errors pursuant to its policies and procedures on a case-by-case basis, in its discretion. Not all mistakes or errors that are caused by the Firm will be considered

trade errors, and not all trade errors will be considered compensable to the Funds. The Firm’s policies and procedures generally do not require perfect implementation of investment management decisions, trading, processing or other functions performed by the Firm. Generally, errors in judgment in making investment decisions for clients—which include errors in securities analysis—are not considered to be trade errors. Subject to the terms of the Organizational Documents of the Funds, if a trade error is the result of the Firm’s gross negligence, willful misconduct or fraud, any pertinent transaction will be corrected and the Firm will be responsible for any Funds losses from such. If the error is otherwise incurred as a result of conduct by the Firm on behalf of the Funds, the pertinent transaction will be corrected and the Funds will be responsible for the gain and/or loss associated with such error. The calculation of the amount of any gain or loss will depend on the particular facts surrounding the trade error, and the methodology used by the Firm to calculate gain or loss may vary. Compensation is generally expected to be limited to direct and actual out-of-pocket monetary losses (in certain circumstances, net of any associated gains) and will not include any amounts that the Firm deems to be uncertain or speculative, nor will it cover investment losses not caused by the trade error or other opportunity costs. Brokerage for Client Referrals. The Firm does not direct client transactions to a particular broker-dealer in return for client referrals. Directed Brokerage. The Firm does not recommend, request, require or permit a client to direct the Firm to execute transactions through a specified broker-dealer.

For details regarding economic benefits provided to the Firm by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Items 11 and 12 above. The Firm has arrangements whereby the Firm compensates third parties for investor referrals (i.e., placement agents). In the future, the Firm and/or the Funds may enter into additional arrangements of this type, subject to terms of the Organizational Documents.

Fund investment positions are actively monitored and are reviewed regularly. Investors in the Funds typically receive either an unaudited monthly net asset value statement or an unaudited quarterly net asset value statement from the administrator or registrar and transfer agent. In addition, investors are provided audited financial statements of the Fund in which they are invested.

For purposes of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), the Firm will be deemed to have custody over the Funds’ assets. In accordance with the Custody Rule, a qualified custodian is not required to deliver quarterly account statements to the Funds or their respective investors as long as: (i) the Funds are audited by an independent public accountant that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board, (ii) the Funds’ audited financial statements are prepared in accordance with U.S. generally accepted accounting principles, and (iii) the Firm delivers such annual audited financial statements to investors within 120 days after the end of each Fund’s fiscal year.

Investment advice is provided directly to the Funds and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Advisory Agreements with the Funds and/or Organizational Documents of the applicable Fund. As the investment manager of the Funds, the Firm has broad discretion, without limitation, to determine:

the securities to be bought or sold for the Funds;

the amount and allocation of securities to be bought or sold for the Funds;

where applicable, the broker or dealer to be used for a purchase or sale of securities for the Funds; and

where applicable, the commission rates to be paid to a broker or dealer for the Funds’ securities transactions.

The Firm votes proxies for the Funds, as described below. The Firm has adopted and implemented policies and procedures that it believes are reasonably designed to have proxies voted in the best interest of its clients, in accordance with ERISA (as applicable), its fiduciary duties and SEC Rule 206(4)-6 under the “Advisers Act”. In situations where there is a conflict of interest between the Firm’s proxy voting policy and the interests of a Fund, the Firm will cast the vote in accordance with the client’s interests and directions. The Firm’s authority to vote the proxies of its clients is established in the Advisory Agreements and/or Organizational Documents with each Fund, and its proxy voting guidelines have been tailored to reflect these specific contractual obligations. ERISA requires fiduciaries to act “solely in the interest of the participants and beneficiaries of the plan” and “for the exclusive purpose of providing benefits to and defraying reasonable expenses of administering the plan.” The U.S. Department of Labor has held that the right to vote shares of stock owned by a pension plan is an asset of the plan, and therefore, the fiduciary’s responsibility to manage the plan’s assets includes proxy voting. Additionally, the U.S. Department of Labor recently finalized its rule on “Prudence and Loyalty in Selecting Plan Investments and Exercising

Shareholder Rights,” which governs how proxy voting decisions should be made by plan fiduciaries. The Firm has engaged a third-party proxy voting service (“the Proxy Service”), to furnish proxy voting research and execution services on behalf of the Funds. In general, the Firm relies on the Proxy Service to research proxy proposals and vote client proxies consistent with their guidelines without the Firm’s prior review or input. In certain cases, the Firm may review the Proxy Service’s recommendation before a proxy vote is cast. If the Firm determines that the Proxy Service’s vote recommendation is not in the best interests of our clients or in cases where the Proxy Service does not provide a vote recommendation, the Firm’s investment team will make an independent determination, consistent with the Firm’s proxy voting policy, as to whether and how to vote the proxy. The Firm’s Chief Compliance Officer has the responsibility to monitor proxy votes for any conflicts of interest, regardless of whether they are actual or perceived. The Firm’s Chief Compliance Officer will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Funds. The Funds, from time to time, engage in securities lending programs with third parties to enhance return on their investment assets, in which case the borrower of the security is entitled to vote the proxy. The Firm may decide whether to recall securities on loan to facilitate proxy voting on a case-by-case basis. The Firm retains the discretion to take no action with respect to a proposed vote if it determines that doing so is in the best interests of a Fund (for example, where the Firm determines that the cost of voting exceeds the expected benefit to a Fund). Copies of relevant proxy logs identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client upon written request to: ir@redmilegrp.com or redmile_legal@redmilegrp.com. Participation in Class Actions and Other Litigation Matters The Firm will have occasion to consider whether to participate in litigation on behalf of a Fund, including by filing proofs of claim in class actions. The Firm shall not be responsible for monitoring the pendency of class actions or other litigation matters that, in the Firm’s sole discretion, are believed unlikely to have a material bearing upon a Fund’s overall financial position. Additionally, the Firm has complete discretion to determine, based on the facts and circumstances of each case or on broader policy considerations, whether to file proof of claims for the Funds in any class action of which the Firm is made aware of. In some (if not all) circumstances, the Firm may determine it is in the best interests of the Fund not to file a proof of claim including where the costs associated with filing a proof of claim outweigh any potential benefits, as determined by the Firm in its sole discretion. Item 18 - Financial Information

Item 19 - Requirements for State-Registered Advisers