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Sectoral Asset Management Inc.: investment adviser

Sectoral Asset Management Inc. is an investment adviser registered with the SEC (file 801-60079, CRD 110345). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$331.4M
Discretionary
100%
Accounts
8
Employees
20
In advisory roles
11
Disclosures
0

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports no custody of client cash or securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles7$331.4M100.0%

How it is paid

  • A percentage of assets under your management
  • Performance-based fees

Services

  • Portfolio management for individuals and/or small businesses
  • Portfolio management for pooled investment vehicles (other than investment companies)
  • Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
Jerome Georges PfundSectoral Asset Management Holding Ltd.PersonE 75% or moreYes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

The firm answered No to every disciplinary question on Form ADV (Item 11).

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

Sectoral Asset Management, filed Mar 26, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

Sectoral Asset Management Inc. (“Sectoral” or the “Adviser”), founded in 2000, is an asset management firm specializing in managing global equity portfolios in the healthcare sector. The Adviser, based in Montreal, Quebec, Canada, is a wholly owned subsidiary of Sectoral Asset Management Holding Limited, which is principally owned by the Adviser’s founder, Jérôme G. Pfund, CFA. The Adviser provides advisory services to institutional clients, primarily located in Europe and Asia, and to offshore venture capital funds or pooled funds that are exempt from registration under the Investment Company Act of 1940 (the “Company Act”).

Read the rest of Item 4 (318 more words)

The Adviser provides investment advisory services to sophisticated institutional and professional investors, interested in investing in the healthcare sector and who understand the high risk associated with it. The clients can select the investment strategy offered by the Adviser and may impose restrictions on investing in certain securities and types of securities within the healthcare universe. As of December 31, 2025, Sectoral had approximately $331.4 million in assets under management, all of which are managed on a discretionary basis. Sectoral’s mandate with each of its clients and the terms of any investor’s investment in a fund managed by Sectoral are governed exclusively by the terms of that fund’s organizational documents, private offering memorandum or other disclosure documents, limited partnership agreement (if any), investment management agreement, and subscription agreement (the “governing documents”). All discussions in this brochure of funds managed by the Adviser, their investments, the strategies Sectoral uses in managing its funds, and the fees associated with an investment in the funds are qualified in their entirety by reference to such funds’ governing documents. The Advisor has recently launched a proprietary long/short equity trading strategy for the firm’s own account. This activity is led by the senior portfolio manager as part of internal strategy development and testing. The proprietary strategy is not offered to clients and does not involve client assets. The proprietary strategy may involve investments in the same securities, and at times the same positions, as those held in client portfolios, which may give rise to potential conflicts of interest related to trade timing, allocation, and use of research. Because the same research resources and personnel may be involved in both proprietary and client-related activities, this arrangement may create actual or perceived conflicts of interest. The Advisor has implemented policies and controls designed to ensure that client interests remain paramount. These conflicts are addressed through internal controls, including clientfirst trading policies, restricted lists, and compliance monitoring.

Item 5. Fees and compensation

Separate Accounts - Basic Fee Schedule: The Adviser charges a fee consisting of a percentage of assets under management. The Adviser’s basic fee schedule is equal, on an annual basis, to 1% of assets under management. The basic fee schedule is negotiable. In certain circumstances, the Adviser may negotiate a performance fee arrangement, which will comply with the applicable requirements of Rule 205-3 under the Investment Advisers Act of 1940 (the “Advisers Act”). Fees are payable in arrears, on a monthly, quarterly, or semi-annual basis, based on the average market value of assets under management for the given period. Compensation is not payable before the services are provided.

Read the rest of Item 5 (464 more words)

Investors will normally incur fees related to custody and administration services, which will be also disclosed in relevant prospectus. Additionally, investors will normally incur brokerage and other transaction costs (refer to section 12). Public Investment Funds: The fee schedule is defined in the prospectus of each fund. The management fee may vary for each share class as determined in the pertinent prospectus. Investors will normally incur fees related to custody and administration services, which will be also disclosed in relevant prospectus. Additionally, investors will normally incur brokerage and other transaction costs (refer to section 12). Venture Capital Funds: The Adviser acts as investment adviser to the venture capital funds that are exempt from registration under the Investment Company Act. The management fee structure is defined in the governing document of each fund, the Limited Partnership Agreement (“LPA”). For the New Emerging Medical Opportunities (“NEMO”) venture capital funds, the Adviser receives management fee for the advisory services provided equal to, on a quarterly basis, 0.5% (2.0% on an annual basis) of the aggregate committed capital during the investment term, as defined in the LPA. After the expiration of the investment term, the fee is equal to, on a quarterly basis, 0.3125% (1.25% on an annual basis) of the aggregate committed capital until the end of the fund’s life. For Medtech Ventures Fund, the Adviser receives management fee for the advisory services provided equal to, on a quarterly basis, 0.625% (2.5% on an annual basis) of the aggregate committed capital, plus any applicable sales tax, during the investment term, as defined in the LPA. After the expiration of the investment term, the fee is equal to, on a quarterly basis, 0.5% (2.0% on an annual basis) of the net invested

capital plus any applicable sales tax, as defined in the LPA, until the end of the fund’s life. The Adviser may enter into agreements that have the economic effect of waiving, in whole or in part, the management fee borne by any Limited Partner. In addition, the venture capital funds charge carried interest as defined in each fund’s governing document. The Adviser is allocated a portion of the carried interest charged to the Fund; the allocation percentage is determined at the discretion of the General Partner of each fund. The management and performance-based fees charged to each of the venture capital fund are in addition to the other fees and expenses borne by such funds, including, but not limited to, organizational expenses, investment expenses (i.e., expenses related to the investment of the fund’s assets, including, without limitation, brokerage commissions and interest expense), legal expenses, audit and tax preparation expenses, taxes, fees and expenses of third-party administrators, directors, depository banks, custodians, and other service providers, expenses relating to the transfer of interests, and all other extraordinary expenses.

Item 6. Performance-based fees and side-by-side management

The Adviser will comply with the applicable requirements of Rule 205-3 under the Advisers Act in connection with the structuring of all performance-based fees. In any case where a performance-based fee is involved, the client or investor must acknowledge, at the time of entering into a performance-based fee agreement, that the client or investor is a “qualified client”. This type of fee arrangement may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case in the absence of a performance fee.

Read the rest of Item 6 (108 more words)

In addition, the performance-based fee may create an incentive for the Adviser to favor higher fee-paying client accounts over other client accounts (i.e., accounts not charged a performance-based fee) in the allocation of investment opportunities. The Adviser has implemented procedures for allocating investment opportunities that the Adviser believes are reasonably designed to ensure that all clients are treated fairly and equitably, and to prevent this conflict from influencing the allocation of investment opportunities among clients. See Item 12 below. Furthermore, because the performance-based fee is calculated on a basis that includes unrealized appreciation, the performance-based fee may be greater than if it were based solely on realized gains.

Item 7. Types of clients

Sectoral provides portfolio management services to investment companies (including mutual funds) and venture capital funds. Certain funds managed by Sectoral may not be available to U.S. investors, may limit the number of U.S. investors they will accept, or may require that any U.S. investors certify that they are “qualified purchasers” as defined in Section 2(a) (51) of the Investment Company Act of 1940. These funds also may impose qualification requirements with respect to non-U.S. investors.

Read the rest of Item 7 (128 more words)

Investors in venture capital funds managed by Sectoral generally are required to meet certain conditions, including a minimum initial investment (typically $1 million), minimum subsequent investments (typically $100,000), and other qualifications, such as net worth, investment sophistication, and country of residence. The funds may waive the minimum investment requirements at their discretion. Investors must submit a complete subscription agreement. Shares in certain funds managed by Sectoral may not be available to investors in certain markets. In addition, certain of the funds managed by Sectoral limit the ability of investors to withdraw capital or redeem or transfer their shares for a period of time after investment. These withdrawals, redemption or transfer provisions may differ among the different funds managed by Sectoral. A fund may waive or alter these requirements.

Item 8. Methods of analysis, investment strategies and risk of loss

Analysis and Investment Strategies The Adviser is an investment manager specialized in the area of global healthcare. For healthcare equities, the Adviser employs a bottom-up investment approach that can be categorized as Growth at a Reasonable Price (“GARP”). Investments are selected using a focused stock selection process based on primary research of company fundamentals and in-depth due diligence on companies to assess their scientific, business, financial and ESG aspects. Given the complex nature of the sector, the Adviser relies on a global team of specialized individuals, many of whom have a background in both healthcare and finance.

Read the rest of Item 8 (1,500 more words)

The Adviser’s investment universe primarily contains companies listed worldwide in the following industries: Pharmaceuticals, Biotechnology, Life Sciences Tools and Services, Healthcare Providers and Services, Healthcare Equipment and Supplies and Healthcare Technology. The investment process encompasses stock selection, portfolio construction and risk management. Venture Capital Method of Analysis Initial due diligence on investment opportunities includes desk research, review of company material and publicly available information as well as first impressions with the target company’s management team. Once a deal is processed to the state of entering into a confidentiality agreement with the target company and obtaining a confidential information, more extensive due diligence is undertaken by contacting other investors, opinion leaders or business managers, who may provide further information on the target company’s science and technology. Third parties are also used on a select basis to validate the prospective investment’s attractiveness by reviewing patient level data, clinical trial protocols and other areas. Investment Strategies The NEMO venture capital strategy is typically 7-year late-stage venture capital fund, investing in emerging healthcare companies that are active in biotechnology and

medical technology with a return objective of 2-3x fund multiple. These funds can also be extended for up to two additional one-year periods based on the conditions defined in their respective limited partnership agreements. Based on previous funds experience and opportunities within the funds’ target universe, geographical concentration is expected to be 75%-85% in North America and 15%-25% in Europe. The Fund with Medtech Ventures strategy seeks capital appreciation by investing primarily in start-up stage businesses with strong growth potential located in Québec, other Canadian jurisdictions or non-Canadian jurisdictions operating in the medical technology sector and related sectors in accordance with the Investment Policy, as defined in the fund’s LPA. The term of the fund is 10 years, and it can be extended for up to two additional one-year periods based on the conditions defined in the LPA Principal Risks Investing in securities involves risks, clients bear the risk of loss (including entire loss of principal) on their investments. The following is a description of certain of the most significant risks involved in the Adviser’s strategies. Not all of these risks will be equally relevant to each Fund or client at any given time. Risks Associated with Investments in Securities Generally. Any investment in securities carries certain market risks. Such investments may decline in value for any number of reasons over which the Adviser may have no control, including changes in the overall market for equity and/or debt securities, and factors pertaining to particular portfolio securities, such as management, the market for the issuer’s products or services, sources of supply, technological changes within the issuer’s industry, the availability of additional capital and labor, general economic conditions, political conditions and other similar conditions. The value of a client’s investments will fluctuate, and there is no assurance that the client will achieve its investment objectives. Risk of Investment Concentration. The Adviser expects the funds and accounts it manages to have a concentrated portfolio at any time. In addition, a fund’s or account’s investments will be concentrated in a single industry or market sector. Investing a significant portion of a fund’s or account’s assets in a single issuer, industry or market sector will make the fund or account susceptible to a greater degree than would otherwise be the case to the Adviser’s judgment as to the potential of such investment and to risks affecting investments in such issuer, industry or market sector. Such concentration of investments will increase the volatility of the value of the fund’s or account’s portfolio investments. Healthcare Industry Risks. The specific risks faced by healthcare companies include:

• Extensive government regulation. Government regulation is a significant factor in the production and marketing of healthcare products. Research and development, testing, manufacture, marketing and sales of healthcare or related products by healthcare companies are subject to extensive regulatory oversight. This oversight may cause significant additional costs and/or delays in bringing products to market, and in turn, may cause significant losses to investors. • New and uncertain products and businesses. The business of a healthcare company may be in an emerging area. The success of any product, technology, or company as a whole will depend largely on, among other things, the: • Caliber of the underlying science. • Ability to obtain approval by regulatory agencies. • Acceptance of the innovation by potential customers. • Ability to attract and retain quality scientific and management personnel. • Ability to raise large amounts of capital. • Ability to protect proprietary information and intellectual property. • Ability to meet demand and manage growth. • Level of competition among peers. • Ability to keep up with rapidly changing technology. • Ability to achieve and maintain profitability. • Managed care limitations. Private insurance companies, health maintenance organizations, and governmental insurers are under increasing pressure to reduce expenditures, causing them to restrict products and procedures available to participants. These restrictions may impede the ability of healthcare companies to market their products successfully. • Potential liability. Healthcare companies may be exposed to potential product liability risks that are inherent in the testing, manufacturing and marketing of healthcare related products. These liabilities, if realized, could cause losses to these companies. Securities of Foreign Companies. Investments in foreign securities involve special risks, which include: • Unfavorable changes in currency rates and exchange control regulations. • Restrictions on, and costs associated with, the exchange of currencies and the repatriation of capital invested abroad. • Reduced availability of information regarding foreign companies. • Different accounting, auditing and financial standards and less stringent reporting standards and requirements that may apply to foreign companies.

• Reduced liquidity as a result of inadequate trading volume and governmentimposed trading restrictions. • Difficulty in obtaining or enforcing a judgment abroad. • Increased market risk due to regional economic and political instability. • Higher brokerage commissions and custody fees. • Securities markets which are subject to a lesser degree of supervision and regulation by competent authorities. • Foreign withholding taxes. • The threat of nationalization and expropriation. Small and Medium Capitalization Companies. Investing in the securities of companies with small or medium capitalizations can involve greater risk and price volatility than investments in larger, more established companies. Historically, stocks of small or medium capitalization companies and recently organized companies have been more volatile in price than those of the larger market capitalization companies. In addition, small or medium capitalization companies and unseasoned companies may have limited product lines, markets, or financial resources. These companies may depend upon a limited or less experienced management group. The securities of small capitalization companies may sometimes be traded only on over-the-counter markets or on a regional securities exchange. Also, these securities may not be traded daily or in the volume typical of trading on a national securities exchange. As a result, these securities may be hard to buy or sell at a fair price. PIPES. To the extent a fund or account invests in private placements of public securities (commonly known as “PIPES”), these securities are illiquid until they are publicly registered by the issuing company. There can be no assurance that the issuing company will register these securities in a timely manner, or at all. If these securities are not registered, it may take the fund longer to be able to liquidate these positions (if they can be liquidated) than would be the case for registered securities of the same company. Even if the Adviser is able to liquidate these securities, the prices realized on the resale of these illiquid securities may be substantially less than the price of the company’s registered securities listed on an exchange or quotation system. Private Equity Securities. Private equity securities of unseasoned companies present additional risks. Private equity investments are illiquid. Because there are no active or regulated trading markets for these investments, it may take longer or be impossible to liquidate these positions. Thus, a client’s ability to realize value from a private equity investment depends on the successful completion of the company’s initial public offering or the sale of the company to another company. A public offering or sale of the company may not occur until several years after the date of the client’s investment, if ever.

The information about private companies is generally less readily available than for public companies. Private equity investing is a highly specialized field. Limitation of Risk Disclosures. The foregoing list of risks does not purport to be a complete enumeration or explanation of the risks involved in the Adviser’s investment programs. Prospective investors in a fund managed by the Adviser should read the entire prospectus or offering memorandum (or equivalent) of the fund and the governing documents thereof and should consult with their own advisors before deciding whether to invest. In addition, as the Adviser’s investment programs develop and change over time, clients and Fund investors may be subject to additional and different risk factors. No assurance can be made that profits will be achieved or that substantial losses will not be incurred.

Item 9. Disciplinary information

Sectoral has no information applicable to this Item.

Item 10. Other financial industry activities and affiliations

The Adviser is a wholly owned subsidiary of Sectoral Asset Management Holding Limited (the “Holdco”), a Hong Kong corporation. Sectoral Asset Management Limited, also a wholly owned subsidiary of the Holdco, is registered as an asset manager in Hong Kong. The Adviser and Sectoral Asset Management Limited are under common control of the Holdco. The Adviser’s wholly owned subsidiary, Sectoral GP III, L.P. is the general partner of the NEMO III Fund. Sectoral GP IV S.à r.l., a privately limited liability company (société à responsabilité limitée) registered in Luxembourg, is a wholly owned subsidiary of the Holdco and is the general partner of NEMO GP IV SCSp, which in turn is the general partner of NEMO IV Fund. The Adviser and Sectoral GP IV S.à r.l. are under common control of the Holdco.

Read the rest of Item 10 (231 more words)

Sectoral GP V S.à r.l., a privately limited liability company (société à responsabilité limitée) registered in Luxembourg, is a wholly owned subsidiary of the Holdco and is the general partner of NEMO GP V SCSp, which in turn is the general partner of the NEMO V Fund. The Adviser and Sectoral GP V S.à r.l. are under common control of the Holdco.

Sectoral GP VI S.à r.l., a privately limited liability company (société à responsabilité limitée) registered in Luxembourg, is a wholly owned subsidiary of the Holdco and is the general partner of NEMO GP VI SCSp, which in turn is the general partner of the NEMO VI Fund. The Adviser and Sectoral GP VI S.à r.l. are under common control of the Holdco.

The Advisor has a branch in Switzerland, where it conducts only marketing activities in the jurisdiction as Foreign Financial Service Provider under Financial Services Act (FinSA) and the corresponding Financial Services Ordinance (FinSO). FMV GP Inc, a private company (Société par actions ou compagnie) registered in Quebec, Canada, is a wholly owned subsidiary of the Holdco. The Adviser and FMV GP Inc are under common control of the Holdco. FMV Carry GP Inc, a private company (Société par actions ou compagnie) registered in Quebec, Canada, is a wholly owned subsidiary of the Holdco. The Adviser and FMV Carry GP Inc are under common control of the Holdco.

Item 11. Code of ethics, participation in client transactions and personal trading

The Adviser has adopted a Code of Ethics and Insider Trading Policies and Procedures as part of its compliance manual. The Code of Ethics provides that each employee should place the interests of the Adviser’s clients ahead of his or her own. Each employee is required to conduct all personal securities transactions in a manner that is consistent with the Code of Ethics and avoid any actual or potential conflict of interest. No employee may misuse information about client accounts, abuse his or her position of trust and responsibility or take inappropriate advantage of his or her position. The Code of Ethics prohibits employees from engaging in late trading with respect to any mutual fund.

Read the rest of Item 11 (711 more words)

All employees are required to obtain pre-clearance of certain transactions (including any initial public offerings and limited offerings) and are prohibited from trading in any securities in the healthcare sector for their own accounts or for any account in which they have a direct or indirect beneficial interest, other than in accordance with the Adviser’s Code of Ethics. The Adviser may invest in securities for its own portfolios under management or when implementing and testing new investment strategies. In the case of partial executions, the Adviser fills the proprietary portfolios last. The Adviser’s policy does not allow to aggregate trades by the proprietary portfolios with trades for other client accounts. The trades by the proprietary portfolio shall not be executed in a manner that is designed or could reasonably be expected to result in a more favorable execution

than the trades for other client accounts. In most cases, this will mean that trades for the proprietary portfolios that are not aggregated with orders for other client accounts will be executed after transactions, that have been contemporaneously placed on behalf of other client accounts, have been completed. A portfolio manager may batch non-ERISA client trades with those of a private investment company or other collective fund in which the Adviser or its principals and employees have a minority beneficial interest. Such a company or fund may not be favored in any way over other client accounts. In addition, the Adviser prohibits its officers, directors and employees from trading, either personally or on behalf of others, in securities on the basis of material nonpublic information regarding such securities or communicating material non-public information to others. Participation or Interest in Client Transactions. The Adviser may recommend the purchase of limited partnership interest in venture capital funds, in which its related person acts as general partner and the Adviser acts as an investment adviser. The Adviser will receive economic benefits in the form of management fees from providing advisory services to the limited partnership. Venture capital funds managed by the Adviser include both a management fee and a performance fee and, as a result, may have a different fee structure than that of certain separately managed accounts. When recommending the purchase of limited partnership interests in venture capital funds to U.S. clients, the Adviser will take both the fee structure and the investment guidelines of such client into consideration. Transaction Reporting. The Adviser requires all its personnel to submit quarterly reports of security transactions for their own accounts or any account in which they have a direct or indirect beneficial interest (“Reporting Accounts”). Reports need not be submitted: • For accounts that are not directly or indirectly controlled or influenced by the Adviser or the reporting individual, or • For transactions in money market instruments, direct obligations of the United States government, and shares of regulated mutual funds. All employees of the Adviser are prohibited from trading in listed healthcare companies worldwide and required to obtain approval of the Chief Compliance Officer for acquiring interests in unquoted healthcare companies globally. The Adviser requires employees to certify annually that they have complied with the Adviser’s Compliance Manual. The Adviser does not allow employees to accept gifts over US $250 from any person that does business with or on behalf of the Adviser. The Adviser requires its personnel

to obtain advance approval to serve as a director or trustee of unaffiliated for-profit and non-profit organizations. The Adviser does not and will not, directly or indirectly, make payments to, or endorse or support political parties, public officials, PACs or political causes. No employee may, directly or indirectly, without the prior review and written approval of the CCO: •

Make any payments to, or for the benefit of or at the request of, any public official, PAC or political party;

•

Establish, maintain or control a PAC; or

•

Coordinate or solicit any person (including any family member, political party or PAC) to make payment to a public official, PAC or political party.

Existing or prospective clients may obtain a copy of the Adviser’s Code of Ethics upon request to their portfolio manager or directly to Jérôme Pfund, Sectoral Asset Management Inc., 1010 Sherbrooke St., West, Suite 1610, Montreal, Quebec, Canada H3A 2R7 or by telephone at (514) 849-8777.

Item 12. Brokerage practices

Brokerage Transactions. In placing orders for and selecting brokers and dealers to execute a client’s securities transactions, the Adviser seeks prompt execution of orders at the most favorable prices reasonably obtainable. In selecting brokers and dealers, the Adviser considers several factors, including, but not limited to, the following: • The overall direct net economic result to the client. • The financial strength, reputation, and stability of the broker or dealer. • The efficiency of the broker or dealer in executing previous transactions. • The ability of the broker or dealer to execute transactions in small capitalization and thinly traded stocks.

Read the rest of Item 12 (1,261 more words)

• If applicable, the ability of the broker or dealer to execute large transactions with the minimal adverse effect on the prices obtained by the client. • The availability and readiness of the broker or dealer to execute difficult transactions in the future. Directed Brokerage. The Adviser discourages, but does not prohibit, clients from directing brokerage transactions to a particular broker-dealer. Directing brokerage to

a particular broker-dealer may involve the following disadvantages to directed brokerage clients: • Impairing the Adviser’s ability to negotiate commission rates and other terms on behalf of directed brokerage clients. • Denying to directed brokerage clients the benefit of the Adviser’s experience in selecting broker-dealers who can efficiently execute difficult trades. • Limiting directed brokerage clients’ opportunities to obtain lower transaction costs and better prices by aggregating (“bunching”) their orders with orders for other clients. • Receiving less favorable prices on securities transactions to the extent that the Adviser must place transaction orders for directed brokerage clients after placing bunched transaction orders for other clients. Use of Soft Dollars to Obtain Research Services. Unless otherwise directed by a client, the Adviser may enter into “soft dollar” arrangements in accordance with Section 28(e) of the Securities Exchange Act of 1934 and the following policy. Where more than one broker-dealer is believed to be capable of providing the best combination of price and execution with respect to a particular portfolio transaction, the Adviser may select a broker-dealer which furnishes products and/or research services that provide assistance to the Adviser in the performance of its investment decision-making responsibilities. If the Adviser determines in good faith that the commission charged by a broker-dealer is reasonable in relation to the value of brokerage and research services provided by the broker-dealer, the Adviser may cause a client account to pay the broker-dealer an amount of commission greater than the amount another broker-dealer may charge, but generally within a competitive range for full service brokers. Research products or services that are eligible under a soft dollar arrangement may include: traditional research reports; market and economic data provided through financial and economic publications or through certain data services; advice from broker-dealers on order execution, strategies, and market participants; researchrelated seminars and conferences; software that provides analyses of securities portfolios or information on order execution, strategies, and market participants; and corporate governance and rating services. Brokerage products or services that are eligible under a soft dollar arrangement may include post-trade matching of trade information; electronic communication of allocation instructions; routing settlement instructions to custodians and clearing agents; connectivity services such as dedicated lines to broker-dealers or order management systems; trading software used to route orders to market centers;

software that provides algorithmic trading strategies, and software used to transmit orders to direct market access systems. The Adviser may also enter into arrangements with brokers regarding the allocation of minimum annual amounts of brokered transactions to such brokers. In exchange, the Adviser would receive from such brokers research products and/or services and research-related software. A transaction would be placed with such brokers only if consistent with the best execution policies described above (which would take into account the provision of research and related services) and the Adviser would terminate any such arrangement or compensate the broker in cash for such research or software to the extent it cannot fulfill the arrangement consistent with such policies. Some “mixed-use” products or services could be used by the Adviser for both research/execution and non-research purposes, such as administration or marketing. If these products or services are obtained with soft dollars, the Adviser would allocate their cost between research and non-research uses. The Adviser would use its own hard dollars to pay that part of the cost which is attributable to non-research uses. Some brokerage and research services received may benefit client accounts other than the account generating the soft dollar credits. The Adviser’s receipt of brokerage or research services will not reduce a client’s investment management fees. Bunching Orders. Although it need not do so, the Adviser may aggregate or “bunch” orders for multiple client accounts when the Adviser believes that bunching will result in a more favorable overall execution. If appropriate, the Adviser will allocate these bunched orders at the average price obtained. Proprietary Portfolios. Conflicts may arise in connection with the management of proprietary portfolios formed from time to time in order to establish new investment strategies. The Adviser has adopted a Code of Ethics and Insider Trading Policies and Procedures as part of its compliance manual to deal with these issues – refer to Item 11 of this Brochure. Balancing the Interests of Multiple Client Accounts. The Adviser may manage multiple accounts with similar investment objectives and strategies or may manage accounts with different objectives or strategies that may trade in the same securities. Despite these similarities, the Adviser’s portfolio decisions about each client’s investments and the performance resulting from these decisions may differ from those of other clients. Conflicts of Interest Involved in the Adviser’s Management of Multiple Client Accounts. The Adviser’s CEO, Head of Public Equities and CCO regularly monitor the portfolios to determine whether the specific instructions/restrictions of each client are being met.

The Adviser will not necessarily purchase or sell the same securities for client accounts at the same time or in the same proportionate amounts for all eligible clients. When the Adviser purchases thinly traded securities or oversubscribed public offerings, it may not be feasible to allocate a transaction pro rata to all eligible clients. Therefore, not all clients will necessarily participate in the same investment opportunities or participate on the same basis. Allocating Investment Opportunities. The Adviser allocates investment and trading opportunities among various clients (including the sequence of placing orders) in a manner believed by the Adviser to be fair and equitable to each client over time. In making these allocations and in departing from a proportionate allocation based on the relative sizes of client accounts, the Adviser will consider the following factors: • The client’s investment objectives and strategies; • The cash flows and amount of investment funds available to each client; • The amount already committed by each client to a specific investment; • Each client’s risk tolerance and the relative riskiness of the investment; • Whether a proportionate allocation would result in odd lot positions; • Whether a proportionate allocation would, given the size of a client account, result in a position that is too small to be meaningful or too large to maintain an appropriate level of diversification. For clients that are Venture Capital Funds, the allocation of IPO opportunities, where a portfolio company of such Funds is involved, will be fulfilled first on the amount committed and reserved to support the IPO from the inception of the investment in that company. Transactions Between Client Accounts. The Adviser prohibits any cross transactions between client accounts and by/to any principal accounts. If a portfolio manager desires to enter into such a transaction, provided it is not expressly forbidden by law or disallowed by the fund’s investment guidelines, he shall obtain the prior permission of the CCO. Cross-trading with an account governed by ERISA will be permitted only if the transaction is effected in accordance with Section 408(b) (19) of ERISA and in accordance with written cross-trading policies and procedures that are fair and equitable to all accounts participating. Any cross transactions would be effected at an independently determined market price and at half the normal brokerage commissions. Although each client may incur customary custodian and transfer fees, none of these fees will be paid to the Adviser.

Item 13. Review of accounts

Account Review. Each client account managed by the Adviser is monitored and reviewed regularly by the CEO, Head of Public Equities and CCO to determine whether the specific instructions/restrictions of the client are being met. The Adviser will furnish regular monthly or quarterly reports based on clients’ instructions. The reports will generally consist of a portfolio appraisal, a summary of transactions, and performance information. The Adviser will furnish monthly qualitative and quantitative reports to investment companies. Investors in all the venture capital funds, to which the Adviser serves as investment manager, will receive annual financial statements audited by an independent public accounting firm. Investors in such funds also receive quarterly investment letters by electronic means that include commentary and performance information.

Item 14. Client referrals and other compensation

With respect to its communications to U.S. clients and funds that are offered/sold to investors in the U.S., Sectoral has solicitor or referral agreement with Butler Capital Partners, (“Butler”) LLC, a registered broker dealer and member of FINRA/SIPC. The fee paid to the third-party solicitors is a percentage of the management fees paid to Sectoral by the referred investors in the products introduced by third party solicitors, during the period during which such investors remain invested in the products or shorter.

Item 15. Custody

The Adviser does not have custody over client funds or securities, except that the Adviser may be deemed to have custody of client assets as a result of its management mandate in the venture capital funds, to which the Adviser or one of its affiliates serves as general partner or equivalent. The funds and securities held in such venture capital funds are held by qualified custodians. Where applicable, the respective qualified custodian will send quarterly account statements directly to investors of the venture capital fund. As noted in Item 13 above, investors in the funds receive the applicable annual financial statements audited by an independent public accounting firm. Investors in the Adviser’s venture capital funds are urged to carefully review such statements.

Item 16. Investment discretion

Sectoral usually receives discretionary authority from the client at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account. When selecting securities and determining amounts, Sectoral observes the investment policies, limitations and restrictions of the clients for which it advises. For registered investment companies, Sectoral’s authority to trade securities may also be limited by certain federal securities and tax laws that require diversification of investments and favor the holding of investments once made. Investment guidelines and restrictions are provided to Sectoral in writing.

Item 17. Voting client securities

The Adviser has adopted Proxy Voting Policies and Procedures pursuant to Rule 206(4)-6 of the Advisers Act. The following is a summary of its Policies and Procedures: • Unless otherwise specifically directed by a client in writing, the Adviser is responsible for the voting of all proxies related to securities that it manages on behalf of its clients. • The Adviser believes proxy voting is included within the investment discretion clients have given to it under the Investment Management Agreement entered into with each client, and as such it will act prudently and in the client’s best interest when voting proxies. • The Adviser has established policies and procedures that are designed to mitigate the likelihood of a material conflict of interest.

Read the rest of Item 17 (231 more words)

To address potential material conflicts between a client’s interests and Adviser’s interests, the Adviser has implemented the mitigating measures that include, but not limited to, voting in accordance with pre-determined guidelines; engaging an independent third party to provide voting recommendations; and prohibiting the Adviser’s staff from serving on the Board of Directors of publicly traded companies without prior approval. • The Adviser has retained ISS to facilitate the proxy voting process. Although the Adviser relies upon research in establishing proxy voting guidelines, the Adviser may deviate from ISS recommendations. ISS is required to vote in accordance with guidelines agreed to between ISS and the Adviser. A summary of the proxy voting guidelines, prepared by ISS and agreed to by the Adviser, is available upon request.

Clients may obtain a copy of the Adviser’s Policies and Procedures upon request to their portfolio manager or directly to Mr. Jérôme G. Pfund, Sectoral Asset Management Inc., 1010 Sherbrooke St., West, Suite 1610, Montreal, Quebec, Canada H3A 2R7 or by telephone at (514) 849-8777. ISS maintains copies of all client proxies and a record of how they were voted so that it may respond to any question clients may have regarding them. Clients may obtain information about how their proxies were voted upon request to Mr. Pfund. If any client would rather vote their own proxies, they should contact Mr. Pfund to make that arrangement.

Item 18. Financial information

Sectoral has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding.

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.