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Fairmount Funds Management LLC: investment adviser
Fairmount Funds Management LLC is an investment adviser registered with the SEC (file 801-116848, CRD 284844). 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
- $5.8B
- Discretionary
- 100%
- Accounts
- 4
- Employees
- 30
- In advisory roles
- 12
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and 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 type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 4 | $5.8B | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
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.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Peter Evan Harwin | Person | Managing member | D 50% to 75% | Oct 2016 | Yes | |
| Tomas Kiselak | Person | Managing member | D 50% to 75% | Oct 2016 | Yes |
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.
Fairmount Funds Management LLC - Part 2A, filed Mar 31, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Fairmount Funds Management LLC, a Delaware limited liability company (“Fairmount” or the “Firm”), was founded by Peter Harwin and Tomas Kiselak, the principal owners of the Firm (the “Managing Members”) in August 2016. The Managing Members are responsible for the Firm’s daily management and portfolio selection. Fairmount Healthcare Fund II GP LLC, Fairmount Healthcare Co-Invest III GP LLC, Fairmount Healthcare Co-Invest IV GP LLC, and Fairmount Healthcare Co-Invest V GP LLC, all Delaware limited liability companies (the “General Partners”), are affiliated with the Firm and owned by the Managing Members. Fairmount provides discretionary investment management services to qualified investors through its privately placed pooled investment vehicles (the “Funds”): (i)
Read the rest of Item 4 (373 more words)
Fairmount Healthcare Fund II LP (“Fairmount Healthcare Fund II”) and Fairmount Healthcare Feeder Fund II LP (“Offshore Fund II,” and together with Fairmount Healthcare Fund II, the “Partnerships”); and
(ii)
Fairmount Healthcare Co-Invest III LP (“Co-Invest III”), and Fairmount Healthcare Co-Invest IV LP (“Co-Invest IV”) and Fairmount Healthcare Co-Invest V LP (“Co-Invest V,” and together with Co-Invest III and Co-Invest IV, the “CoInvest Vehicles”).
The Partnerships are organized in a master-feeder structure, with Offshore Fund II investing substantially all its capital in Fairmount Healthcare Fund II. The Funds are open only to certain financially sophisticated and high net-worth individuals and entities, as more fully discussed in Item 7. Fairmount Healthcare Fund II, Offshore Fund II, Co-Invest III, Co-Invest IV, and Co-Invest V limited partners are collectively referred to herein as the “Investors” where applicable. Fairmount tailors its advisory services to the objectives of the Funds, not to the individual needs of any Investor. The terms and investment objectives and strategies applicable to the Funds are set forth in their respective confidential private placement memoranda, or similar documents, provided to Investors prior to the time of their investment. Fairmount has broad and flexible investment authority with respect to the Funds. Fairmount manages investments primarily focused on the healthcare and life sciences sector, including companies developing drugs, devices, diagnostics, services, and healthcare IT. Portfolio investments are generally comprised of common stock, preferred shares, warrants, options, baskets of securities, exchange-traded funds, restricted shares, contingent value rights, and interests in privately held companies (including companies formed by the Fairmount or an affiliate) or investments in other assets related to drug discovery and development. The Firm focuses on small and mid-size market capitalization companies and may invest long and/or short, with the discretion to hedge some or all of its positions. As of December 31, 2025, Fairmount managed approximately $5,600,000,000 in client assets, all of which were managed on a discretionary basis. Information about the Funds presented in this Brochure is indicative of Fund terms and practices. Fund interests are offered to eligible investors only through their respective confidential offering memoranda and other offering and governing documents, which should
be read in their entirety prior to investment. This Brochure is not an offer of interests in any Fund.
Item 5. Fees and compensation
Management Fee With respect to the Partnerships, Fairmount receives a management fee of 1.25% per annum based on the net asset value attributable to each Investor’s capital account. Management fees are paid quarterly in advance and are directly deducted from Investor accounts. The management fees are calculated independently by the Partnerships’ administrator and reviewed by Fairmount’s Chief Financial Officer. Fairmount may, in its discretion, waive, reduce, or rebate management fees with respect to certain Investors, including affiliates of the General Partners or Fairmount. No such waiver, reduction, or rebate will entitle any other Investor to similar treatment. Fairmount does not receive a management fee in connection with its management of CoInvest III, Co-Invest IV, or Co-Invest V.
Read the rest of Item 5 (1,395 more words)
Additional Fees and Expenses The Funds pay certain specific and customary expenses, including those detailed in their respective governing documents and agreements. These expenses typically include: (i) fees, costs, and expenses relating to attorneys, accountants, advisers, consultants (including sourcing, operating, research, industry expert, and other subject-matter consultants, as well as scientists and engineers), administrators, custodians, depositaries and paying agents, domiciliation agents, valuation experts, and data providers (including related systems, services, data management software, and information technology incorporated into the cost of obtaining such data); fees for temporary or long-term personnel or consultants engaged by Fairmount, including strategic advisors, senior advisors, and similar professionals who are not Fairmount employees but may be employees of portfolio companies or other entities in which a Fund invests); and fees relating to audit and certification, preparation and distribution of Investor reports, maintaining accounts, calculating net asset values, processing subscriptions, and Investor communications; (ii) fees payable to any placement agent engaged pursuant to local legal or regulatory requirements in connection with the offering of Fund interests outside the United States; (iii) brokerage commissions, prime brokerage fees, custodial expenses, other bank service fees and other investment costs, fees and expenses; (iv) expenses associated with auditing; (v) trade support services, including, pre- and post-trade support software and related services (including any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems such as Bloomberg terminals, including consultant, software licensing, data management and recovery services fees and expenses) and data services providing price feeds, news feeds, security and company information and company fundamental data; (vi) risk analysis, risk reporting, and risk-related and consulting services provided by third parties; (vii) fees of providers of specialized data or analysis related to portfolio companies and the sector and asset classes in which a Fund has made or intends to make investments; (viii) research and technology expenses (including newswire, quotation services, publications, periodicals, subscriptions, database services, data processing related to research activities, and other information services); (ix) expenses associated with Investor communications and reporting (including annual information sessions or meetings and the maintenance of a website or other investor portal); (x) investment-related travel expenses (including transportation, lodging, internet access fees, international cellular charges, out-of-office meals, and other similar expenses); (xi) fees, costs, and expenses incurred in developing, bidding on, evaluating, investigating, negotiating, financing, refinancing, structuring, obtaining regulatory approvals for, purchasing, trading, clearing, settling, monitoring, maintaining custody of, holding and
disposing of investments, whether or not consummated, including due diligence, valuation, financing, legal, accounting, advisory, and consulting expenses, costs related to proxy contests (including professional fees); foreign exchange and other currency transaction costs; insurance, indemnity, litigation, investigation, and similar expenses; and any expenses related to short sales; (xii) expenses associated with withdrawals, redemptions, distributions, admissions, issuances and transfers of Fund interests (including preparation of any form transfer agreements); provided that the applicable transferor/transferee shall bear the material costs of any such transfer; (xiii) expenses associated with the acquisition, holding, monitoring, and disposition of investments, including brokerage, trading, custody, and hedging costs, commissions, and similar expenses incurred in connection with receiving, buying, selling, exchanging, trading, and otherwise dealing in securities and other Fund property (including expenses relating to spreads, short dividends, negative rebates, financing charges, currency hedging costs, and temporary investments); (xiv) interest and other expenses incurred in respect of a Fund’s borrowings, guarantees and other financing arrangements; (xv) costs and expenses of any lenders, investment banks and other financing sources; (xvi) fees, costs and expenses associated with a Fund’s financial statements, reports, notices, tax returns and Schedule K-1s (or similar schedules), including any related audits and the costs of preparing, translating, and distributing such materials (whether by a Fund, any affiliate or any service provider or agent engaged in connection therewith); (xvii) out-of-pocket fees, costs, and expenses incurred in connection with a Fund’s legal, tax, and regulatory compliance with applicable U.S. federal, state, local, non-U.S., or other laws or regulations, including compliance with the rules of any self-regulatory organization; entity-level taxes (including withholding taxes to the extent not allocable to specific Investors or capital accounts) and governmental fees or charges payable by, with respect to, or levied against a Fund or its investments, including real estate, stamp or other transfer taxes; expenses related FATCA compliance; wind-up and liquidation expenses; and fees and expenses related to regulatory filings, including reports filed with the SEC or CFTC, state or national securities authority disclosures, filings, and notifications, and a Fund’s pro rata share information, technology, communication, research, and reporting costs (including internally allocated charges) utilized for the benefit of such Fund; provided that, for the avoidance of doubt, filing fees and expenses related to the preparation and filing of Form ADV and Form PF are excluded; (xviii) fees, costs, and expenses related to the organization, maintenance, and operation of any special purpose vehicle or other intermediate entity established for a Fund’s investment purposes, including related travel and accommodation expenses; (xix) out-of-pocket costs and expenses incurred by or on behalf of a Fund or any special purpose vehicle, or in anticipation of or to facilitate a potential co-investment, in connection with developing, bidding on, negotiating, or structuring a prospective investment that is not ultimately made or a proposed disposition that is not ultimately consummated (“Broken Deal Expenses”), including: (A) legal, accounting, advisory, consulting, and other third-party expenses and related travel and accommodation expenses; (B) fees (including commitment fees), costs, and expenses of lenders, investment banks, and other financing sources in connection with arranging financing for a proposed investment that is not ultimately made; (C) forfeited deposits or down payments of cash or other property; and (D) broker fees and expenses (including retainers and advancement of expenses), in each case to the extent not reimbursed by a portfolio company or other third party; provided that Fairmount shall use commercially reasonable efforts to cause applicable co-investors to bear their attributable share any Broken Deal Expenses associated with the potential co-investment; (xx) expenses of reorganizing (including in connection with an initial public offering, merger, consolidation, acquisition, transfer of assets, tender offer, exchange offer, recapitalization, liquidation, or similar transaction), reconstituting, recapitalizing, restructuring, winding up, or liquidating a Fund, any special purpose vehicle, or any other entity established for a Fund’s investments, including related third-party fees and expenses, and any broken deal costs associated therewith; (xxii) fees, costs, and expenses associated with Investor meetings; (xxiii) premiums and other costs of
directors and officers liability insurance and any other insurance maintained by Fairmount in its capacity as investment manager; (xxiv) fees, costs, and expenses relating to the maintenance of registered offices, corporate licensing, and similar matters; (xxv) fees, costs, and expenses incurred in connection with any amendments, modifications, or restatements of the constituent documents of a Fund or any special purpose vehicle; (xxvi) extraordinary expenses, including indemnification costs, litigation expenses, and the cost of any proceedings, actual or threatened, in which Fairmount, its affiliates, or their respective members, partners, directors, officers, employees, legal representatives, or persons formerly serving in such capacities are involved as a party or otherwise, arising out of or in connection with such person’s service to or management of the affairs or capital of a Fund, including any judgements or settlements paid in connection therewith. The Partnerships also pay expenses incurred in connection with negotiating and complying with the provisions of any side letters, including administering “most favored nations” provisions. Expenses relating specifically to a Designated Investment (as defined in the Partnerships’ offering documents) are charged pro rata against the capital accounts of those Partnership Investors participating in such Designated Investment. Accordingly, expenses related to Designated Investments are not necessarily allocated pro rata among all Partnership Investors, as allocations reflect each Investor’s level of participation. A portion of a Fund’s expenses may be shared with other investment entities or accounts managed by the Firm, General Partners, or any of their respective affiliates and will be allocated among such entities in a manner determined by Fairmount to be fair and equitable. Certain expenses deemed attributable solely to particular Investors will be allocated to those Investors. Similarly, expenses reasonably deemed attributable solely to the Partnerships and/or one or more Co-Invest Vehicles will be allocated to the Partnerships and/or the applicable Co-Invest Vehicle(s). Fairmount does not receive brokerage commissions or any other compensation in connection with the sale of securities or investment products, and its personnel similarly do not receive such compensation.
Item 6. Performance-based fees and side-by-side management
Management Incentive Allocation In addition to the management fees described in Item 5, the General Partner is entitled to receive performance-based compensation from the Partnerships. Fairmount may, in its discretion, waive, reduce, or rebate performance-based compensation with respect to certain Investors, including affiliates of the General Partner or Fairmount. No such waiver, reduction, or rebate will entitle any other Investor to similar treatment. Performance-based compensation arrangements create an incentive for Fairmount to recommend investments that are riskier or more speculative than those it might otherwise recommend under a different fee structure.
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Such arrangements also create an incentive to favor Funds subject to performance-based or higher fees over other Funds in the allocation of investment opportunities. Fairmount has adopted and implemented Trade Allocation and Aggregation procedures reasonably designed to ensure that all Funds are treated fairly and equitably and to mitigate this conflict of interest in the allocation of investment opportunities among Funds. Co-Investment Opportunities Fairmount may, in its discretion, offer co-investment opportunities in certain Partnership investments to: (i) certain Investors and/or their respective affiliates; (ii) other investment funds, managed accounts, joint ventures, proprietary accounts, or other accounts managed or advised by Fairmount or its affiliates; or (iii) affiliates of the General Partners or Fairmount, or other third parties that the General Partners or Fairmount believe may benefit the Partnerships or a particular investment. Co-investment opportunities are made available when Fairmount determines that, while it is in the best interests of the Partnerships to acquire the full amount of a particular investment (as opposed to not making the investment), it is nonetheless in the best interests of the Partnerships — due to diversification, portfolio management, leverage management, investment profile, risk tolerance, exposure guidelines or limitations, cash flow, or other considerations — for the Partnerships to acquire or otherwise hold less than the full economic exposure to that investment. Co-investment opportunities may or may not give preference to Investors who have made commitments above a specified threshold. Such opportunities may be offered at the same time and on the same terms as the Partnerships’ primary investment, or at different times or on different terms. With respect to the Co-Invest Vehicles, Fairmount is entitled to receive carried interest based on net profits, after a full return of capital to investors and subject to a preferred rate of return. Fairmount may, in its discretion, waive, reduce, or defer carried interest with respect to certain Investors, including affiliates of Fairmount. No such waiver, reduction, or rebate will entitle any other Investor to similar treatment. Please see Item 12 for a discussion of Fairmount’s allocation methodology.
Item 7. Types of clients
As previously described in Item 4, Fairmount’s clients are the Funds. With respect to the Funds, any initial and additional subscription minimums are described in the relevant offering documents and may be waived or modified by Fairmount or its affiliates. The Funds are open only to certain financially sophisticated investors who meet eligibility criteria.
Item 8. Methods of analysis, investment strategies and risk of loss
Risk of Loss Investment Objective Fairmount employs a long-only, event-driven diligence process, primarily focused on healthcare and life science companies, including companies developing drugs, devices, diagnostics, services, and/or healthcare IT. As founders, operators, and investors, the Firm seeks to identify biotechnology investments at their earliest stage of material de-risking, with the goal of building a concentrated portfolio of best-in-class commercial and research enterprises. The Firm’s investment universe is comprised of public and private biotech companies, as well as the creation of compelling new opportunities through Fairmount’s drug discovery and company formation efforts.
Read the rest of Item 8 (6,245 more words)
Investments will likely be comprised of a combination of common stock, preferred shares, warrants, options, baskets of securities, exchange-traded funds, restricted shares, contingent value rights, and investments in privately held companies. Such privately held companies can include companies formed by Fairmount to facilitate investment in, for example, intellectual property rights relating to unique therapeutic concepts. The Firm generally focuses on small and mid-size market capitalization companies and will predominantly focus on long investments with the ability to engage in shorting and hedging where considered necessary or desirable in its discretion. Fairmount Healthcare Fund II’s investment objective is to outperform the NASDAQ Biotechnology Index (NBI) rounded to the nearest 0.01 in various market conditions. For the avoidance of doubt, the NBI is not a total return index and does not consider the reinvestment of dividend returns. There can be no assurance that the investment objectives of any of the Funds will be achieved, and certain investment practices (e.g., the use of leverage and short sales) may, in some circumstances, increase any adverse impact to which the investment portfolio may be subject. The specific risks of each Fund are described more fully in their respective governing documents. There are limitations inherent to all descriptions of investment strategies, techniques, and risks due to the complexity and subjectivity of such processes. New Company Formation As part of its investment research activities, Fairmount identifies assets that meet the threshold for clinical trial “success” but have identifiable flaws that could be remedied with existing technology. Where Fairmount believes that addressing such flaws would result in a target product profile with a meaningful commercial advantage over the incumbent, Fairmount may seek to (i) acquire or in-license a superior drug candidate or (ii) develop a superior drug candidate internally or through Paragon Therapeutics, Inc., a discovery engine and incubator for best-in-class biologics formed by Fairmount in 2021. If (i) the acquisition or in-licensing transaction is effectuated or (ii) proof of concept is validated, the resulting drug candidate could serve as the foundational asset for a new Fairmount-founded company. In certain cases, Fairmount may offer co-investment opportunities in connection with the launch of a new company. Investment Process Fairmount employs a rigorous due diligence process utilizing both internal and third-party tools, including management interviews, consultations with key opinion leaders in medicine and drug development, datasets and analysis from third-party research providers, and sell-side research. The Firm periodically commissions proprietary surveys or datasets and engages consulting or
research firms to validate its investment theses. Where significant capital is deployed, Fairmount’s employees or representatives may secure an appointment or be elected to the board of directors of the entity in which the Funds invest. Such positions may limit the actions such employee or representative may take on behalf of the Funds or require decisions that are not solely in the interests of the Funds. Any net compensation received for board service at a portfolio company held in the Funds is for the sole benefit of the Fund in which the portfolio company is held and not for the benefit of the individual employee. Drug development typically requires multi-year time horizons, and certain assets or instruments may require extended periods of time to reach valuations that merit disposition. While the strategy does not necessarily result in reduced trading liquidity, Fairmount expects it to produce low portfolio turnover. Fairmount pursues an opportunistic strategy in which entry into positions — either directly or through new company formation — may depend on drug development milestones or corporate events occurring at unpredictable times and generating material price movements in underlying securities. Fairmount believes that to take advantage of the material price moves following these events, the Partnerships need to maintain adequate cash reserves to facilitate (i) purchases of securities or (ii) the rapid launch and financing of a new Fairmount-founded company following these events. Accordingly, new capital is typically deployed over an extended period of time in anticipation of these discreet events. Risk of Loss The Funds are deemed to be a speculative investment and are not intended as a complete investment program. The Funds are designed only for sophisticated persons who are able to bear the risk of and an investment in the Funds. No assurance can be given that any investment implemented by Fairmount will be successful and, because of the speculative nature of the Funds’ investment and trading strategy, Investors may suffer a significant loss of their invested capital, including loss of the entire investment. The following list of risk factors is not a complete explanation of all the risks associated with an investment in the Funds. Investors should read this Brochure and any organizational or offering documents before determining whether to invest with us. Fairmount strongly encourages potential Investors to carefully consider and to consult regarding the same with their professional advisors, as they deem necessary. Certain Risks Relating to Investment Strategy Investment and Trading Risk Generally An investment in the Funds involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Funds’ investment program will be successful. Fairmount will be investing the Funds’ assets in securities, some of which may be particularly sensitive to economic, market, industry, regulatory and other variable conditions. The markets in which the Funds expect to invest have historically experienced significant volatility and losses. No assurance can be given as to when or whether adverse events might occur that could cause immediate and significant losses to the Funds. Concentration of Investments The Funds invest primarily in publicly held healthcare and/or life sciences companies and certain in privately traded companies. Furthermore, historically, a majority of the Funds’ investments
have been concentrated in a limited number of long investments (excluding temporary investments and securities used to hedge the Funds’ portfolios) and it is expected that the Funds’ portfolio will continue to be concentrated in the future. The result of any such limited diversification and/or concentration is that a loss in any category or position could have a material adverse impact on the Funds’ capital. Because the Funds’ investments are generally limited to the healthcare and life sciences sector, their investments will become more susceptible to fluctuations in value resulting from adverse business or economic conditions affecting the healthcare and life sciences sector. The Funds will also be susceptible to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in the healthcare and life sciences sector. Event Driven Transactions Fairmount invests in securities whose market value is expected to be meaningfully affected by future events. These outcomes are, by definition, uncertain, and Fairmount’s investment decisions will be based on its assessment of whether the current market price accurately reflects the probability of particular outcomes. The Firm will need to forecast the likelihood of the events underlying its investment decisions and analyze the probable impact if such events occur. If an anticipated event does not occur or is delayed, the market price of the relevant securities could decline, resulting in losses to the Funds. In certain transactions, the Funds may not be hedged against market fluctuations unrelated to the anticipated event that nonetheless affect the value of the consideration to be received. This could result in losses even where the event occurs and its outcome is favorable to the position. Additionally, the short-term market reaction to a particular outcome may be adverse even where the long-term result is favorable. Healthcare and Life Sciences Sector Risk Fairmount invests primarily in the healthcare and life sciences sector. Many companies in this sector are unprofitable, lack products approved for market, and present substantial investment risks, including: (i) limited operating histories; (ii) scarcity of management and marketing personnel with appropriate scientific or medical training, which may impede growth; (iii) patents and product litigation; (iv) product obsolescence; (v) changes in government policy or regulation; (vi) shifts in investor sentiment towards the sector; (vii) broad equity market volatility that disproportionately affects healthcare and life sciences securities; (viii) challenges in securing intellectual property protection across medical devices, diagnostics, pharmaceuticals, and biotechnology; (ix) extensive regulatory oversight; and (x) difficulty obtaining FDA approval. Competitive Landscape. The healthcare and life sciences industry is generally dominated by large multinational corporations with substantially greater financial and technical resources than the companies in which Fairmount invests. These larger competitors may be better positioned to navigate rapid scientific, regulatory, and technological change, as well as evolving government and third-party reimbursement policies. Rapidly Evolving Nature of the Healthcare and Life Sciences Sector. The markets for many healthcare and life sciences products and technologies are rapidly evolving and, in some cases, are only beginning to develop. Several risks are characteristic of markets defined by rapid change and frequent new product and service introductions. First, public markets for healthcare and life sciences companies remain volatile. Market conditions may adversely affect the development of portfolio companies and the market value of the securities they issue. Second, products and technologies may become obsolete due to the pace of technological change, uncertain levels of demand
and market acceptance for new products, or intense competition. Third, companies may have limited operating histories, histories of net losses, or both, and may expect net losses for the foreseeable future. Projections of future performance may therefore be based on limited data. Growth in certain markets and intense competition — particularly from better-established, already-funded companies — further exacerbate these risks. Finally, the healthcare and life sciences industry is subject to stringent regulatory regimes. Limited History of Product Development. Pre-revenue stage healthcare and life sciences companies may have no products approved for sale. Bringing a potential product to market typically requires significant additional development, preclinical and clinical testing, and regulatory approval. Additional Capital or Financing Needs. Healthcare and life sciences companies generally require substantial capital to fund research and development, clinical trials, and regulatory submissions for any potential products. If adequate financing is unavailable, a company may be required to: (i) delay, reduce the scope of, or eliminate one or more of its development programs, or forfeit its rights to licensed products or technologies; (ii) enter into collaborative arrangements that require relinquishing rights to certain of its technologies, product candidates, or products the company would otherwise seek to develop or commercialize independently; (iii) license the rights to such products on terms less favorable than might otherwise be available; or (iv) cease operations, liquidate, or declare bankruptcy. Dependence on Single Products. Pre-revenue stage healthcare and life sciences companies may only have one product under development, with no assurance that it will receive approval from the FDA or any foreign regulatory agency. Competition may also emerge from other new or existing products. In either scenario, a company dependent on a single product could face severe consequences should that product fail to reach the market. Uncertainty Related to Clinical Trials. Before obtaining regulatory approval for the commercial sale of a product, a healthcare company must demonstrate that the product is safe and effective for each intended use, which typically requires preclinical studies and multiple phases of clinical trials. Results from preclinical studies and earlystage clinical trials may not be predictive of outcomes in large-scale testing, and there can be no assurance that the clinical trials conducted by a company or its partners will demonstrate sufficient safety and efficacy to obtain regulatory approval or result in marketable products. Companies across the pharmaceutical, biotechnology, and medical device industries have suffered significant setbacks in advanced clinical trials, even after achieving promising results in earlier stages. The process of obtaining and maintaining regulatory approvals is lengthy, expensive, and subject to substantial regulatory discretion — and approval is not guaranteed. Unacceptable side effects may be discovered during preclinical or clinical testing. Even after a product receives marketing approval, it may later be found to be ineffective or to present side effects not identified during testing, potentially resulting in use restrictions or withdrawal from the market. The research, development, testing, manufacturing, labeling, and marketing of a healthcare company’s products are subject to an extensive regulatory oversight by the FDA and other domestic and foreign regulatory agencies. Failure to comply with FDA requirements may result in: (a) fines; (b) injunctions; (c) civil penalties; (d) product
recall or seizure; (e) total or partial suspension of production; (f) denial of pre-market clearance or approval; (g) withdrawal of marketing approvals; (h) restrictions on permitted indications; (i) imposition of costly requirements; and (j) criminal prosecution. Uncertainty Related to Healthcare Reimbursement and Reform Measures. In the United States and other markets, the commercial success of a healthcare company depends in part on the availability of reimbursement from third-party payors, including government health authorities such as federal Medicare and state Medicaid programs, private health insurers, and other organizations. Healthcare providers rely on these payors to cover all or a portion of the cost of the products and services they provide, making adequate reimbursement critical to a company’s success. Government and other third-party payors increasingly seek to contain healthcare costs by limiting both the scope of coverage and level of reimbursement for certain products. Inadequate coverage or reimbursement could significantly restrict market acceptance of those products, resulting in material harm to the company’s business. Risks Related to Litigation and Regulatory Actions. Companies in the healthcare and life sciences industry are frequently subject to significant litigation, regulatory action, and liability exposure in connection with their operations, products, and services. The testing, marketing, and sale of medical and life sciences products and biotechnologies carry inherent product liability risk. Such claims or the imposition of liability may adversely affect a company’s reputation, its ability to attract and retain clinical trial participants, the market price of its securities, and its overall performance. In certain cases, litigation or regulatory action may permanently impair the value of — or result in the total loss of — an investment, including in pre-revenue stage companies. The litigation, enforcement, and liability environment in this industry is constantly evolving, and new judicial decisions and legislative and regulatory developments may further increase exposure to claims and liability. Uncertain Protection for Intellectual Property. Intellectual property rights in the fields of medical devices, diagnostics, pharmaceuticals, and biotechnology are highly uncertain and frequently involve complex legal and scientific questions. The healthcare and life sciences product industry places considerable importance on obtaining patent and trade secret protection for new technologies, products, and processes. The ability of a pre-revenue healthcare or life sciences company to succeed may depend in part on its ability to obtain and maintain patent protection, preserve the confidentiality of trade secrets, and operate without infringing the proprietary rights of third parties. Companies may be unable to obtain additional patents relating to their products, methods, processes, or technologies, or may be unable to do so in a timely manner. Even where patents are issued, they may be challenged, narrowed, invalidated, or circumvented, or third parties may obtain patents covering aspects similar to those already protected. These factors could limit a company’s ability to prevent competitors from marketing similar products or services, shorten the effective term of patent protection, and expose the company to costly litigation and administrative proceedings. Even if successfully obtained and maintained, patents by their nature have a finite lifespan which may mean that, upon expiry of that patent protection, the competitive advantage resulting from that patent ceases to exist and revenues are reduced. Portfolio companies that rely on intellectual property protections face inherent
uncertainty, including with respect to the cost and outcome of litigation that may be necessary to enforce or defend their rights. Disputes that proceed through the courts may remain unresolved for extended periods as they advance through the appellate process. Where litigation is required to resolve complex disputes involving healthcare and life sciences matters, such disputes are typically adjudicated by judges and juries who may have limited or no familiarity with the underlying science material to the issues in question. This dynamic introduces additional uncertainty as to outcome that is largely outside the control of the portfolio company. Portfolio companies may also depend on their ability to license intellectual property from third parties. There is no assurance that licensors will continue to make intellectual property available on terms that are acceptable or financially viable, and licensors may at any time refuse to renew or extend existing licensing arrangements. The loss of access to such licensed intellectual property could impair a portfolio company’s ability to continue offering the products, solutions, and services upon which its operations or financial viability depend. Material Non-Public Information In the course of its investment activities, Fairmount will receive confidential information and/or material non-public information (“MNPI”) or determine to restrict its trading activity in certain securities. Fairmount will also enter into confidentiality or standstill agreements in connection with potential investment opportunities. During the research and due diligence process, the exchange of information with other market participants further increases the likelihood that Fairmount will receive MNPI and be required — or elect, consistent with its restrictive trading policy — to suspend trading in affected securities. In such circumstances, Fairmount may restrict the Funds, or the Funds may be restricted by law, policy, or contract, for a period of time, from: (i) unwinding an existing position; (ii) establishing or increasing a position; or (iii) pursuing related investment opportunities. These restrictions could result in substantial investment losses. Liquidity Risks Certain of the Funds’ investment positions are likely to be long-dated and illiquid and may experience prolonged periods of reduced marketability. The Funds may invest in restricted or non-publicly traded securities of public companies and securities listed on foreign exchanges. The Funds may also, from time to time, hold large positions in a specific type of security, which may further constrain liquidity. Additional liquidity restrictions may arise from the Firm’s possession of MNPI relating to one or more portfolio companies, or as a result of one or more principals, officers or employees of Fairmount being appointed to the boards of directors of such portfolio companies and thereby being deemed “insiders” for purposes of applicable securities laws. If market participants seek to dispose of similar securities simultaneously, the Funds may be unable to sell their securities at a reasonable price — or at all. Fairmount may be required to sell, distribute, or otherwise dispose of investments at a disadvantageous time and price. Conversely, the Funds may be unable to exit certain positions for a substantial period. A lack of liquidity in a Fund’s portfolio could have an adverse impact on a Fund’s ability to satisfy Investor redemption requests. Substantial trading losses could sharply increase the need for liquidity, while simultaneously impairing access to it. A concurrent market downturn may weaken the financial condition of
Fairmount’s counterparties, heightening counterparty credit risk. Historically, illiquidity has been a primary driver of significant losses in financial markets. Investments in Privately Held Companies Fairmount acquires equity stakes in privately held companies on behalf of the Funds. The success of these investments depends in part on the performance and capabilities of each company’s controlling shareholders and management. While Fairmount expects to hold controlling positions in certain investments, this will not always be the case. Where Fairmount holds a minority stake, its ability to influence management decisions, strategic direction, and day-to-day operations may be limited. In such instances, disagreements with controlling shareholders or management could arise and may be difficult to resolve, potentially resulting in poor investment performance. Controlling or Substantial Positions From time to time, Fairmount will acquire a controlling position or a substantial position in a public or private company. In some instances, the Funds may act as part of a group with respect to a particular security. These positions, depending on their size and Fairmount’s plans, may require regulatory reporting and may result in limitations on Fairmount’s further transactions. For example, under Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), beneficial owners of more than 10% of a class of a company’s equity securities must disgorge any profit from certain purchases and sales of a company’s equity securities made within a six-month period. Transactions between Portfolio Companies As discussed in Item 8 New Company Formation, one of the Partnerships’ portfolio companies, Paragon, has operated since 2021 as a drug discovery engine and incubator, developing assets that have subsequently been licensed to certain other portfolio companies. The Partnerships currently own approximately 80% of Paragon on a fully diluted basis, with the remainder held by current and former Paragon employees. Several portfolio companies have been founded based on assets licensed from Paragon and are owned by both Paragon and the Partnerships. From time to time, Paragon has provided services to such portfolio companies for a fee, including operational and infrastructure support during early stages of development. As consideration for licensing an asset to a portfolio company, Paragon — and indirectly, the Partnerships — is typically entitled to receive milestone payments upon the achievement of specified development or commercial milestones, as well as royalties. The negotiation of such licensing and servicing arrangements between Paragon and other portfolio companies may give rise to conflicts of interest, as the Partnerships hold ownership interests in both the licensor and the licensee. Such conflicts may be further implicated where multiple portfolio companies license the same or similar assets from Paragon, given the Partnerships’ (and Fairmount's indirect) ownership interests across these entities. Co-Investments From time to time, Fairmount may offer co-investment opportunities to one or more Funds, Investors, and/or third parties. In allocating such opportunities, Fairmount will consider any factors it deems relevant, including the sophistication of the prospective co-investor, transaction speed, tenure as an investor with Fairmount or its affiliates, and commitment to making co-investment capital available. No investor should have any expectation of receiving a co-investment opportunity, and no duty or obligation is owed to any Investor in connection therewith. Certain co-investors may invest on different (and potentially more favorable) terms than those applicable to a Fund and may have interests or requirements that conflict with or adversely impact a Fund (for example, with respect to liquidity requirements, available capital, the timing of acquisitions and disposals or other rights). Fairmount will generally seek to ensure that the Funds and third-party co-investors participate in co-investment and related
transactions on comparable terms to the extent practicable, and that investment-related expenses are shared on a corresponding basis. For the avoidance of doubt, this principle applies to the terms of the transactions themselves and does not extend to the fees, incentive allocations, or other terms applicable to the Fund or third-party co-investors, which may differ. Investors should note that achieving comparable terms may not be practicable in all circumstances, and a Fund may participate in co-investments on different and potentially less favorable terms than other co-investors where Fairmount deems such participation in a Fund’s interest. It is also possible that a Fund’s exposure to a co-investment opportunity may be reflected through different security types than those held by another Fund. Such differences in security type may result in divergent performance outcomes. Joint Investments with Third Parties From time to time, Fairmount may acquire interests in certain issuers in cooperation with thirdparty partners through jointly owned acquisition vehicles, joint ventures, or other structures. In such circumstances, Fairmount’s ability to manage these investments will depend on the nature and terms of the applicable joint arrangements and Fairmount’s relative ownership stake in the investment, each of which will be determined by negotiation at the time of investment. Such structures may afford Fairmount — and by extension the Funds —little or no operational and/or management control over the relevant issuer or investment. Thinly Traded, Non-Publicly Traded and Illiquid Securities Certain investments held by the Funds are expected to be thinly traded or may lack a liquid trading market altogether, which may result in Fairmount’s inability to sell such investments (or do so at desirable prices), or to close out a transaction (or do so at desirable prices), or to cover the short sale of an investment, thereby exposing the Funds to potentially significant or unlimited losses. Certain investments may also be subject to contractual or regulatory limitations on resale, which could adversely affect their marketability and prevent Fairmount from disposing of investments purchased in private placements or other illiquid securities promptly or at reasonable prices. In certain circumstances, the Funds may be required to register restricted investments prior to disposing of them, resulting in additional expense and delay. Where a registration statement or similar document is required, Fairmount may be subject to additional potential liabilities as a seller of such investments, and adverse market conditions could further impede or delay any such public offering. Determining the fair value of thinly traded or non-publicly traded investments presents inherent challenges, and the values ascribed to such investments are likely to involve a meaningful degree of subjectivity and judgement. Short Sales From time to time, Fairmount sells securities short as part of its investment and/or hedging strategies. A short sale involves the sale of a security that a Fund does not own, typically undertaken to hedge related risks. To make delivery to the buyer, a Fund generally must borrow the security and is obligated to pay the lender of the security a stock borrow fee, as well as any dividend or interest accruing on the security until it is returned to the lender. Short selling allows a Fund to profit from declines in market prices to the extent such decline exceeds the associated transaction costs and borrowing costs. Short sales carry the risk of theoretically unlimited loss, as the price of the underlying security could theoretically increase without limit, thereby increasing the cost to the Fund of purchasing those securities to cover the short position. There can be no assurance that a Fund will be able to maintain its ability to borrow securities sold short; in such cases, the Fund could be “bought in” — that is, forced to purchase securities in the open market to return to the lender. There can likewise be no assurance that the securities necessary to cover a short position will be available for purchase at or near prevailing market prices. Purchasing securities to close out a short position may itself cause the price of those securities to rise further, thereby exacerbating any loss.
The SEC and other regulatory authorities have in the past adopted, and may in the future adopt, restrictions or other requirements applicable to short sales, which could affect Fairmount’s ability to execute certain investment strategies. Undervalued Securities One of Fairmount’s core investment philosophies is to invest in securities that it believes are undervalued based on its due diligence and analysis. Opportunities in undervalued securities may arise from market inefficiencies or from the market’s faulty analysis of the potential impact — whether positive or negative — that specific events or trends may have on the value of a security. The identification of such opportunities is inherently difficult, and there can be no assurance that undervalued securities will be successfully identified or acquired on favorable terms. While investing in undervalued securities offers the potential for aboveaverage returns, such investments involve a high degree of financial risk and can result in substantial losses. Loans of Portfolio Securities When lending portfolio securities, there is no assurance that such securities lent will be returned to the Funds on a timely basis, which may cause the Funds to lose the opportunity to sell the securities at a desirable price. Such loans also carry the risk of delay in receiving additional collateral if the value of the collateral falls below the value of the securities loaned, as well as the risk of loss of rights to the collateral in the event the borrower fails financially. If a borrower files for bankruptcy or becomes insolvent, the disposition of the loaned securities may be delayed pending court action. The Funds may also record realized gains or losses on securities deemed sold due to a borrower’s inability to return securities on loan. General Risks General Economic and Market Conditions The success of Fairmount’s activities will be affected by general economic and market conditions, including interest rates, the availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Funds’ investments), trade barriers, currency exchange controls, and national and international political developments (including wars, terrorist acts, and security operations). These factors may affect, among other things, the level and volatility of the prices and the liquidity of the Funds’ investments. Extreme volatility or illiquidity in the financial markets could impair the Funds’ profitability or result in losses. The Funds may maintain substantial trading positions that are particularly susceptible to adverse events arising from heightened levels of market volatility. Hedging Fairmount is not required to hedge any particular risk in connection with a specific transaction or the Funds generally. Nonetheless, Fairmount expects to engage in hedging transactions for the Funds from time to time, utilizing a variety of financial instruments, such as short sales, options, swaps, caps and floors, futures and forward contracts, and similar derivatives, both for investment purposes and for risk management purposes. While Fairmount may enter into hedging transactions to seek to reduce risk, such transactions typically do not eliminate risk entirely and may not be fully effective in mitigating risk across all market environments or against all types of risk, including unidentified or unanticipated risks. Hedging transactions may therefore result in losses, or in an overall performance that is poorer than it would have been had no hedging been undertaken. Hedging strategies are also
subject to significant transaction costs. It should be noted that: (i) Fairmount does not generally attempt to hedge all market or other risks inherent in the Funds’ positions, and may hedge certain risks only partially or not at all, and may fail to anticipate certain risks; and (ii) the Funds’ portfolios will at all times be exposed to certain risks that cannot be hedged. To the extent that Fairmount engages in hedging, its hedges will not be static but will require continual adjustment based on Fairmount’s assessment of prevailing market conditions and the expected degree of correlation between the hedging instruments and the portfolio or positions being hedged. For a variety of reasons, Fairmount may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged, and any such imperfect correlation may prevent a Fund from achieving its intended hedge or expose a Fund to the risk of loss. The success of Fairmount’s hedging strategies will depend on its ability to implement such strategies efficiently and cost-effectively, as well as on the accuracy of its ongoing judgments concerning the hedging positions to be established by the Funds. The successful utilization of hedging and risk management transactions requires skills that are complementary to, but distinct from, those required in the selection of the Funds’ portfolio holdings. In certain transactions, a Fund may not be hedged against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated — either of which can result in losses even if the proposed transaction is ultimately consummated. Fairmount may decline to hedge a position in a Fund’s portfolio where a suitable hedge is unavailable, where the cost of hedging is disproportionate to the likelihood of the risk occurring, or where the risk could not reasonably have been anticipated. It may not be possible for Fairmount to hedge against all risks at a price sufficient to protect a Fund’s assets from a decline in the value of its portfolio positions. It may be especially difficult to successfully: (i) protect against changes in the market value of a Fund’s investment portfolio resulting from fluctuations in the securities markets and/or changes in interest rates; (ii) protect a Fund’s unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads, or gains on any investment in a Fund’s portfolio; and/or (v) hedge against any increase in the price of securities Fairmount anticipates purchasing at a later date. Derivatives Risk Fairmount has the authority to purchase derivative instruments. Derivative instruments generally provide a form of leverage and may be difficult to value and highly illiquid. Investments in derivatives are subject to the risk that such investments will not perform as anticipated, cannot be closed out at a favorable time or price, or will increase the volatility in a Fund. Because derivatives can serve to magnify investment results — increasing the size of both gains and losses — their use may increase overall portfolio risk. Derivatives also involve the risk of counterparty failure or default. Counterparty Risk Fairmount has established, and will from time to time seek to establish, additional relationships to execute Derivative transactions and to obtain financing, Derivative intermediation, and prime brokerage services that permit the Funds to trade across a variety of markets and asset classes; however, there can be no assurance that the Firm will be able to establish or maintain such relationships. An inability to do so could limit Fairmount’s trading activities, give rise to losses, or preclude the Funds from engaging in certain transactions, financings, or trading at optimal rates and terms. In particular, the Funds’ counterparties may be required to restrict the amount of credit extended to the Funds due to their own financial difficulties, which could result in the forced liquidation of a substantial portion of the Funds’ portfolios. Moreover, any disruption in Derivative trading, financing, Derivative
intermediation, or prime brokerage services provided through such relationships — before Fairmount is able to establish alternative arrangements — could have a significant impact on the Firm’s business given the Funds’ reliance on such counterparties. These risks are further heightened with respect to contracts of longer duration, where intervening events may prevent or delay settlement. New Issues From time to time, the Funds may purchase equity securities issued through initial public offerings (“IPOs”), including registered offerings under the Securities Act of 1933 (“new issues”). Investing in new issues poses unique risks arising from transient illiquidity, the absence of a trading history, and concentration of ownership. If the Funds elect to participate in “new issues,” Investors who qualify as “restricted persons” under applicable FINRA rules may not be permitted to participate fully in the returns generated by such investments. As a result, Investors who are not “restricted persons” may be allocated all, or a disproportionately larger share, of the profits and/or losses attributable to new issue investments. In such circumstances, restricted persons will not share in any gains generated by the new issue investment, while non-restricted persons will bear a correspondingly greater share of any losses. Cybersecurity Risk As a critical part of its business operations, Fairmount processes, stores, and transmits large amounts of electronic information, including Fund transaction data and the personal data of Investors, employees, and counterparties. Service providers of Fairmount and the Funds – in particular the Funds’ administrators – similarly process, store, and transmit such information. Fairmount maintains procedures and systems that it believes are reasonably designed to protect such information and prevent data loss and security breaches. Despite these measures, Fairmount’s systems remain vulnerable to cyberattacks, network failures, employee error or malfeasance, unauthorized access, and catastrophic events. The techniques used to obtain unauthorized access to data, disable or degrade services, or sabotage systems evolve frequently — a risk that may be further heightened by advances in Machine Learning Technology (defined below) — and may be difficult to detect for extended periods of time. Geopolitical developments have increased exposure to threat actors seeking to access, corrupt, damage, or exfiltrate data from IT systems for financial or political gain. Hardware, software, and third-party network services may also contain vulnerabilities that could unexpectedly compromise information security. Fairmount’s service providers, including those of the Funds, face similar risks. A breach – whether at Fairmount of a service provider – could result in the loss or improper access, use, or disclosure of proprietary or personal information, and may cause Fairmount or the Funds to suffer substantial financial loss, business disruption, liability to third parties, regulatory intervention, or reputational damage. Artificial Intelligence and Machine Learning Developments Recent advances in artificial intelligence and machine learning technology (collectively, “Machine Learning Technology”), including large language models (“LLMs”), pose risks to Fairmount and the Funds — including with respect to security, infringement of third-party rights during use, and liability arising from the outputs of such technology. Fairmount personnel or its affiliates could, unbeknownst to Fairmount, utilize Machine Learning Technology without fully understanding its inherent risks, even where Fairmount has provided instructions to the contrary. Third-party service providers and counterparties, whether or not known to Fairmount, may similarly employ Machine Learning Technology in ways that give rise to business, legal, or regulatory risk for Fairmount and the Funds.
The use of Machine Learning Technology by any of these parties could involve the input of confidential information — including material nonpublic information, sensitive financial information, proprietary third-party data, or personal data — into Machine Learning Technology applications. Such inputs risk incorporating that information into datasets accessible by other users, potentially resulting in the loss of valuable proprietary information, third-party claims, reputational harm, or other liabilities and losses. Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. Machine Learning Technology could also significantly disrupt the healthcare sector, intensifying competitive pressures on portfolio companies and materially and adversely affecting their business, financial condition, and investment returns.
Item 9. Disciplinary information
There are no legal or disciplinary events material to an Investor’s or prospective investor’s evaluation of Fairmount’s advisory business or the integrity of its management.
Item 10. Other financial industry activities and affiliations
Neither Fairmount, nor any of its affiliates, is registered or has an application pending to register with the SEC as a broker-dealer. Neither Fairmount, nor any of its affiliates, is registered or has an application pending to register as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities.
Item 11. Code of ethics, participation in client transactions and personal trading
Transactions, and Personal Trading Fairmount’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A-1 of the Advisers Act. The Code applies to Fairmount’s Access Persons. “Access Persons” include, generally, any partner, officer, or director of Fairmount and any employee or other supervised person of Fairmount who, in relation to the Funds, (1) has access to non-public information regarding any purchase or sale of securities, or non-public information regarding securities holdings, or (2) is involved in making securities recommendations, or has access to such recommendations that are non-public. All Fairmount employees are deemed to be Access Persons, as well as certain affiliated employees/consultants as determined by the Chief Compliance Officer.
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The Code sets forth a standard of business conduct for Fairmount and requires Access Persons to place the interests of the Funds above their own interests and those of the Firm, and to comply with all applicable laws and regulations. Access Persons are also required to promptly report any violations of the Code to the Chief Compliance Officer. All Access Persons receive a copy of the Code and must acknowledge receipt upon hire and annually or upon any material amendment to the Code. The Code also establishes reporting and pre-clearance requirements governing personal securities transactions by Access Persons. Under the Firm’s personal trading policies, Access Persons are generally prohibited from transacting in the securities of any issuer in the Healthcare sector, including synthetic instruments that provide exposure to such issuers. Notwithstanding the foregoing, Access Persons may retain Healthcare securities acquired in the following circumstances: (i) prior to their employment by or association with Fairmount; (ii) prior to the implementation of the current applicable prohibitions; (iii) through an Access Person’s investment in a private co-investment vehicle offered by the Firm; and/or (iv) as part of an Access Person’s compensation in connection with the launch of a Fairmount-founded company. Access Persons seeking to divest such retained positions must obtain the prior written consent of Chief Compliance Officer. Access Persons are permitted to transact in securities outside of the Healthcare sector provided they obtain preclearance from the Chief Compliance Officer prior to executing any such transaction. Preclearance is generally valid until the close of trading on the day it is granted, or, if approval is granted after the close of trading, until the close of the following trading day. The Chief Compliance Officer may extend the applicable trading window if circumstances warrant. Access Persons are generally prohibited from participating in IPOs and must obtain Chief Compliance Officer preclearance prior to investing in any private placement or private fund. Within ten (10) days of becoming an Access Person, each Access Persons must provide the Chief Compliance Officer with a complete list of their personal securities accounts and an initial holdings report. Access Persons must also submit securities holdings and transaction reports on a quarterly basis. Employees, their affiliates, and relatives may make investments in the Funds. Such investments may present a conflict where an employee is positioned to trade in a manner that could adversely affect the Funds (for example, by placing personal trades before or after Fund trades are executed in order to benefit from resulting price movements). As noted above, Fairmount has adopted a personal trading policy designed to minimize such conflicts. Without the consent of a majority in interest of the limited partners of the relevant Partnership, Fairmount shall not cause the Partnerships to invest in any privately held
company in which the Managing Members, the General Partners, or their respective affiliates hold an investment; provided that a Partnership may invest in companies that the Managing Members, the General Partners, or their respective affiliates are invested (i) alongside Investors through a Co-Invest Vehicle or other similar alternative investment vehicle (each a “Permitted Vehicle”) or (ii) prior to such Managing Member’s, General Partner’s or affiliate’s employment by or association with the Firm. Additionally, without the consent of a majority in interest of the limited partners of the Partnerships, the Managing Members, the General Partners, and their respective affiliates shall not invest in the securities of any company in which a Fund is invested, other than through their indirect interests in the Partnerships or any Permitted Vehicle, unless such Managing Member, General Partner, or affiliate acquired such securities prior to their employment by or association with the Firm. While Fairmount endeavors to provide all investors with equal information, it may from time to time, in response to questions and requests and in connection with due diligence meetings and other communications, provide certain prospective and existing investors in the Funds with additional information that other prospective or existing investors do not receive through ordinary-course reporting. Prospective and existing investors may request additional information, though Fairmount retains the discretion to decline some or all such requests. In either case, such information could affect an investor’s investment or redemption decisions. Each prospective and existing investor is responsible for asking such questions as it deems necessary to make its own investment decision and must determine for itself whether the limited information Fairmount provides, and the Funds themselves, are or will be sufficient for its needs. Fairmount will provide a copy of the Code to current Investors, or any prospective investor or client, upon request. A request may be made by contacting the Firm’s Chief Compliance Officer, Erin O’Connor, at 267-262-5300 or eoconnor@fairmount.com.
Item 12. Brokerage practices
Fairmount is authorized to select the broker-dealers and other counterparties used for executing securities transactions for the Funds and to negotiate the commission rates and other terms applicable to such transactions. In selecting broker-dealers, the Firm is not required to solicit competitive bids and is not obligated to seek the lowest available commission rates. The Funds may be deemed to be paying for research, brokerage, or other services provided by the broker which are included in the commission rate. Fairmount also has the authority to select and appoint custodians for the assets of the Funds. The exercise of this authority is subject to the Firm’s internal policies and procedures and each Fund’s applicable investment guidelines.
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Best Execution When selecting a broker-dealer to execute a transaction for a Fund, Fairmount seeks to obtain “best execution,” meaning the most favorable overall execution reasonably obtainable under the prevailing circumstances. Although the best net price — taking into account applicable commissions, spreads, and other transaction costs — is an important consideration, it is not the sole determinant. The Firm evaluates a range of qualitative and quantitative factors that may, depending on the circumstances, outweigh the best available price. Relevant factors considered in the broker-dealer selection process include, but are not limited to: the Firm’s knowledge of prevailing negotiated commission rates and spreads (where applicable); the characteristics of the security or instrument involved; the nature, size, and type of the transaction; the nature and liquidity of the relevant market; the desired timing and urgency of the transaction; the existing or anticipated market activity in the security; confidentiality considerations; the execution, clearance, and settlement capabilities of the counterparty, including its systems, operational infrastructure, and recordkeeping; the financial stability, reputation, and regulatory standing of the counterparty; the Firm’s knowledge of any actual or apparent operational or compliance issues associated with a counterparty; the counterparty’s overall execution quality and prior experience handling similar transactions; and the reasonableness of applicable commissions or spreads in light of the services provided. As a result, the commission rates or spreads charged by a selected broker-dealer may be higher than those available from other broker-dealers who do not offer equivalent execution capabilities or ancillary services. Fairmount has established a Best Execution Committee responsible for overseeing the Firm’s trading practices and activities. The Best Execution Committee monitors trading activity to assess whether transactions are being executed in a fair and equitable manner consistent with the Firm’s best execution obligations. As part of this oversight function, the Best Execution Committee conducts periodic reviews of the performance of broker-dealers and other counterparties utilized by the Firm. The Firm does not currently use soft dollars generated by the Funds’ trading activities to purchase research services or products that would otherwise have been the Firm’s expense. The Investment Management Agreement permits the use of soft dollars, and should the Firm elect to use such arrangements in the future, the Firm intends to operate within the Safe Harbor provisions of Section 28(e) of the Exchange Act. In selecting broker-dealers for Fund transactions, Fairmount does not consider whether a broker-dealer has referred Investors to the Funds. However, broker-dealers that provide
execution services to the Funds may also provide Fairmount with “capital introduction” opportunities and other ancillary services for which neither Fairmount nor the Funds provide compensation. This arrangement creates a conflict of interest: Fairmount may have an incentive to select a broker-dealer that provides such services when determining whether to engage that broker-dealer in connection with brokerage, financing or other activities on behalf of the Funds. See Item 14. Client Referrals and Other Compensation. Allocation Methodology Fairmount’s Trade Allocation and Aggregation policies require the Firm to treat all clients (i.e. the Funds) in a fair and equitable manner. In no event shall the allocation of orders be based on considerations other than the best interests of the Funds. On a given trading day, when a purchase or sale of the same security or instrument is made on behalf of multiple Funds, the transactions shall be averaged as to price, and may be allocated as to amount, in a manner which the Firm believes to be equitable to the Funds.
Item 13. Review of accounts
The Funds’ portfolios are reviewed regularly by Fairmount’s Managing Members and other relevant personnel. These reviews encompass existing and potential investments, cash availability, and investment objectives. In conducting these reviews, Fairmount considers, among other things, investment performance, the portfolio’s sensitivity to market conditions, and developments since the initial investment decision that may affect risk or potential return.
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Account Reporting Investors in the Partnerships receive the following written reports: • monthly performance estimates (unaudited); • monthly account statements from the Funds’ Administrator (unaudited); • monthly portfolio holdings (unaudited); • semiannual investor letters (unaudited); • annual financial statements (audited); and • Schedule K-1s (taxable investors only). Investors in the Co-Invest Vehicles receive the following written reports: • monthly account statements (unaudited); • annual financial statements (audited); and • Schedule K-1s (taxable investors only). Fairmount also communicates with Investors on an as-needed basis to address additional questions. These communications, conducted virtually or in person, may address investment performance, risk management, individual portfolio positions, or other relevant matters. As discussed in Item 11, Fairmount may from time to time provide certain prospective or existing investors with additional information — in response to questions, due diligence requests, or other communications — that may not be available to other investors through ordinary course reporting.
Item 14. Client referrals and other compensation
Fairmount does not pay cash compensation to anyone for introductions to potential Investors. From time to time, broker-dealers who provide trade execution and related services to the Partnerships provide Fairmount with capital introductions. Fairmount does not pay for those services. The broker-dealers are not contractually obligated to provide capital introductions to Fairmount and those introductions do not result in any additional charge to the Funds. Such introductions create a conflict of interest because they are an incentive for Fairmount to select a broker-dealer that provides capital introductions. Fairmount does not consider capital introductions in its selection of brokers. See Item 12. Brokerage Practices as it relates to Selection of Broker-Dealers.
Item 15. Custody
Rule 206(4)-2 of the Advisers Act (the “Custody Rule”) imposes specific conditions on investment advisers who have actual or deemed custody of client assets. The General Partners are deemed to have custody of the Funds’ assets by virtue of their status as the general partners of the Funds. Fairmount complies with the Custody Rule by meeting the conditions of the pooled vehicle annual audit provision. Annually, the Funds are subjected to an audit (as defined in section 2(d) of Article 1 of Regulation S-X) by an accountant registered with the Public Company Accounting Oversight Board and audited financials are distributed to Investors within 120 days of the respective Fund’s fiscal year end. Fund Investors should carefully review such statements.
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Fairmount routinely purchases privately offered securities and securities evidenced by stock certificates. Such investments when owned by a private fund are generally exempted from the requirement that client assets be maintained with a qualified custodian. Fairmount sometimes maintains such securities with the issuer or the issuers’ transfer agents rather than with a qualified custodian.
Item 16. Investment discretion
Fairmount has full discretionary authority over the Funds including the authority to determine which securities are bought and sold, and the amount and price of those transactions. This discretion is governed by an investment management agreement entered into prior to Fairmount assuming management of the Funds' assets. Fairmount also retains full discretion over the selection of broker-dealers and the commissions to be paid to those broker-dealers in connection with portfolio transactions. The terms of this discretionary authority are set forth in each Fund's offering documents.
Item 17. Voting client securities
Fairmount accepts the authority to vote the Funds’ securities, as applicable. In accordance with Rule 206(4)-6 of the Advisers Act, Fairmount has adopted a written proxy policy governing the exercise of this authority. The policy reflects Fairmount’s intent and obligation to vote (or abstain from voting) proxies in a manner it reasonably believes to be in the best interest of the Funds. Fairmount’s objective in voting proxies is to make decisions that enhance the economic value of the underlying securities held by each Fund. The Firm’s procedures also require identifying and addressing any potential conflicts of interest associated with a particular proxy vote.
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Where a material conflict of interest is identified, Fairmount will determine whether voting in accordance with its guidelines, or taking an alternative course of action, is most consistent with the best interests of the relevant Fund. Investors cannot direct voting of proxies. The Managing Members are responsible for all proxy voting decisions. The Trader is responsible for facilitating the voting process, and the Chief Compliance Officer is responsible for monitoring the effectiveness of the proxy voting policy. Investors may request a copy of Fairmount’s proxy voting policies and procedures, as well as a record of all proxy votes cast by the Funds by submitting a written request to the Firm.
Item 18. Financial information
Fairmount is not aware of any financial condition reasonably likely to impair its ability to meet its contractual commitments to clients and has not been the subject of any bankruptcy proceeding.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.