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Lynx1 Capital Management LP: investment adviser
Lynx1 Capital Management LP is an investment adviser registered with the SEC (file 801-127585, CRD 310301). 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
- $626.7M
- Discretionary
- 100%
- Accounts
- 5
- Employees
- 5
- In advisory roles
- 4
- 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 | 5 | $626.7M | 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 |
|---|---|---|---|---|---|---|
| Weston Agnew Nichols | Person | Chief investment officer, limited partner | E 75% or more | May 2020 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Weston Agnew Nichols | Lynx1 Capital Management GP Member LLC | Person | E 75% or more | 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.
Lynx1 Capital Management LP Part 2A, filed Oct 7, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Lynx1 Capital Management LP (“LCM”) is a Delaware limited partnership that was formed in May 2020. Lynx1 Capital Advisors LLC (“LCA”), its relying adviser, is a Puerto Rico limited liability company that was formed in August 2020. LCM and LCA are jointly referred to herein as the “Firm.” The Firm is principally owned and controlled by Weston Nichols, the Firm’s Founder and Chief Investment Officer (the “CIO”). LCM provides discre onary investment advice to the following private funds (together, the “Flagship Funds” or the “Funds”): (i) Lynx1 Onshore Fund LP (the “Onshore Fund”), (ii) Lynx1 Offshore Fund LP (the “Offshore Fund”) and (iii) Lynx1 Master Fund LP (the “Master Fund”). The Onshore Fund and Offshore Fund are feeder funds that invests through the Master Fund.
Read the rest of Item 4 (226 more words)
LCA serves as the sub-adviser to the Funds. The Firm also sub-advises a fund through a separately managed account (the “SMA”).The Firm intends to provide investment advice to addi onal private funds and SMAs in the future. References throughout this document to “clients” refer to the Funds, the SMA, and any other private funds or SMAs that the Firm advises in the future. Client accounts are managed in accordance with their own investment and trading objec ves, as described in their respec ve offering documents, governing agreements or advisory agreements (collec vely, the “Governing Documents”), as applicable. The Firm does not permit investors in the Funds to impose limita ons on the investment ac vi es described in the Funds’ Governing Documents. Under certain circumstances, the Firm may contract with a client to adhere to limited risk and/or opera ng guidelines imposed by that client. The Firm would nego ate such arrangements on a case-by-case basis. (See Item 16 - Investment Discre on.) Lynx1 Fund GP LLC, one of the Firm’s related persons (the “Lynx1 GP”), serves as the general partner to certain Funds. The Firm does not par cipate in wrap fee programs. As of December 31, 2025, the Firm managed approximately $626,680,245 of regulatory assets under management on a discre onary basis. The Firm does not manage any assets on a non-discre onary basis.
Item 5. Fees and compensation
The Firm’s fees and compensa on are described in its clients’ Governing Documents. All of the Firm’s clients are “qualified purchasers” (as defined in Sec on 2(a)(51) of the Investment Company Act of 1940, as amended). The Firm is paid management fees from the Flagship Funds quarterly in advance generally at a rate of 2.0% for Class A and 1.5% for Class B. Once paid, such management fees are non-refundable. The Firm deducts management fees from the Flagship Funds. The Firm may reduce or waive management fees with respect to any investor (including any affiliates of the Firm).
Read the rest of Item 5 (1,604 more words)
The Firm does not expect that management fees will be paid with respect to shares or interests of the Flagship Funds held (directly or indirectly) by or for the benefit of the CIO, the Firm’s employees or their respec ve affiliates, or immediate family members of such par es. The SMA is not subject to management fees. The Lynx1 GP will be en tled receive performance-based alloca ons or carried interest from the Funds, as further described in Item 6 – Performance-Based Fees and Side-By-Side Management.
The Firm’s compensa on schedule with respect to any future client account will be contained in the Governing Documents rela ng to such account. The Flagship Funds will bear all of their opera ng expenses (collec vely, the “Flagship Fund Expenses”), which expenses will include, without limita on: (i) organiza onal and offering expenses, (ii) expenses associated with all investments and transac ons considered, evaluated and/or consummated by the Flagship Funds, as well as overall considera on and evalua on of the Flagship Funds’ por olio, including, without limita on, those expenses incurred before the ini al closing of the Flagship Funds, including, without limita on, expenses associated with sourcing, nego a ng, inves ga ng, researching, financing and structuring of investments and poten al investments, whether or not consummated, including, without limita on, data and research onboarding, inges on, aggrega on, and analysis, third-party research, data, analy cs, modeling, risk, structuring, pricing, execu on and other third-party informa on systems, including, without limita on, installa on and maintenance, so ware and service fees (including, without limita on, the expenses with respect to data, data feeds, subscrip ons, expert networks, poli cal intelligence providers and reports), (iii) the costs of research-related computer hardware and so ware expenses, including, without limita on, Bloomberg terminals and subscrip ons and other market informa on systems, as well as the costs of research management systems and corporate access tracking systems, (iv) the costs of the Firm’s por olio management system and any other so ware used for accoun ng and/or monitoring of the por olio, including, without limita on, subscrip ons rela ng to, among other things, trading and order management systems and services, (v) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all investments of the Flagship Funds and all transac on and other costs associated therewith, including, without limita on, expenses associated with proxy research and vo ng services, (vi) travel (first-class or equivalent) and related expenses associated with investments and poten al investments, (vii) professional fees associated with investments and poten al investments, including, without limita on, consul ng, due diligence, accoun ng, valua on, financial, legal and other advisory fees and expenses, (viii) transac on fees, brokerage commissions, custodial fees, clearing and se lement charges and similar fees and expenses associated with the acquisi on, disposi on and se ling of investments and poten al investments, including, without limita on, in connec on with outsourced trading, (ix) expenses associated with legal and regulatory filings of the Flagship Funds in the United States, the Cayman Islands or in any other jurisdic on (including, without limita on, pursuant to Sec ons 13 and 16 of the Securi es Exchange Act of 1934, as amended (the “Exchange Act”), as well as the expenses associated with prepara on and filing of the Firm’s Form 13F, Form 13H and Form PF, if applicable, and any other similar filing in any other U.S. or non-U.S. jurisdic on, (x) administra ve, custodial, appraisal, valua on, legal, regulatory, compliance, consul ng, advisory and similar fees and expenses associated with the Flagship Funds’ opera ons, investments and transac ons, including, without limita on, fees and expenses of the Flagship Funds’ administrator and the costs of client rela onship management systems, (xi) expenses incurred in connec on with responding to requests or inquiries from any U.S. federal, state, local or non-U.S. governmental en ty or authority, regulatory body or self-regulatory organiza on with respect to the Flagship Funds, (xii) broken-deal, failed transac on, break-up and similar fees, costs and expenses (if any), (xiii) costs and expenses of leverage or any other borrowings of the Flagship Funds, including, without limita on, interest charges and fees, (xiv) expenses incurred in the collec on of monies owed to the Funds, (xv) audi ng and accoun ng expenses of the Flagship Funds, including, without limita on, expenses associated with the prepara on of financial statements, tax returns and Schedules K-1 and the fees and expenses of the auditor, (xvi) any en ty-level taxes, fees or other governmental charges on the Flagship Funds, including, without limita on, any withholding taxes not due to the status or noncompliance of a par cular investor, (xvii) costs and expenses associated with investor communica ons and reports and the delivery thereof to investors, (xviii) the costs of service providers or so ware to measure or monitor risk
metrics, to aggregate posi ons and/or to provide repor ng with respect to risk metrics and/or posi ons, (xix) costs and expenses associated with mee ngs of the investors, including, without limita on, the reasonable costs of the Firm’s travel (first-class or equivalent) to such mee ngs, (xx) insurance expenses, including, without limita on, general partner liability insurance and other policies, if any, as well as the Flagship Funds’ share of expenses with respect to directors’ and officers’ liability insurance and errors and omissions insurance, (xxi) costs and expenses (including, without limita on, en ty-level taxes, fees or other governmental charges) associated with the forma on, organiza on and opera on of any subsidiary, special purpose vehicle, alterna ve investment vehicle, holding company or similar en ty formed with respect to investments, credit facili es or other transac ons entered into for the benefit of the Flagship Funds, (xxii) wind-up, liquida on, termina on and dissolu on expenses, (xxiii) costs, fees and expenses related to registra on, qualifica on and/or exemp on under any applicable U.S. federal, state, local or non-U.S. laws, rules or regula ons, including, without limita on, blue sky fees, Form D, Form 8.3, Commodity Futures Trading Commission filings and no ces and other securi es and/or investment-related filing expenses, (xxiii) costs related to any transfers of Interests, unless otherwise charged to or borne by the applicable transferor and/or transferee, (xxiv) expenses incurred in connec on with the prepara on of any amendment to the Flagship Funds’ opera ng agreements or offering memoranda, as well as the prepara on or amendment of any side le er, (xxv) expenses incurred in connec on with pursuing, defending or par cipa ng in any li ga on, arbitra on, media on or similar proceeding by the Flagship Funds, (xxvi) any extraordinary expenses (including, without limita on, all li ga on-related and indemnifica on and contribu on expenses, including, without limita on, the amount of any judgment or se lement paid in connec on therewith), (xxvi) management fees, (xxvii) fees of the independent members of a Flagship Fund’s Advisory Board if and when formed, and (xxvii) all other fees, costs, charges and expenses associated with the business, affairs and/or opera ons of the Flagship Funds, including, without limita on, any other cost that may otherwise be paid by the Flagship Funds with so dollars pursuant to Sec on 28(e) of the Exchange Act. In general, each Flagship Fund investor will bear its propor onate share of the Flagship Fund Expenses on a pro rata basis with respect to the size of its investment in the Flagship Funds. The Firm may, however, allocate expenses on another basis, including by alloca ng certain expenses to certain (but not all) investor or capital accounts, if it determines that such an alloca on is more equitable. The SMA shall bear all trading commissions, margin interest, exchange fees, data fees and regulatory fees incurred by, and related to, the Investment Por olio (“IMA Expenses”); provided, to the extent that any IMA Expenses relate to services that are shared by one or more of the Firm’s Clients, the Client’s account shall bear no more than its pro rata share of such IMA Expenses. In no event shall IMA Expenses include costs or expenses of the Firm or its affiliates (such as costs associated with prepara on and filing of Form ADV, Form PF, etc.). Such IMA Expenses are subject to an expense cap as described in the investment management agreement (the “IMA”). To the extent that a client benefits from an item that is chargeable to other clients, but is not permi ed to incur such expense under its Governing Documents, the Firm will bear such client’s pro rata por on of the expense. The expenses that would be charged to any future client account would be determined on a case-by-case basis. From me to me, the Firm may offer certain investors and other par es opportuni es to co-invest in certain investments alongside its clients. The Firm or its affiliates may receive fees and/or performancebased alloca on from third-party co-investors, which may differ as among such co-investors
and also likely will differ from (and may be more favorable than) the fees and/or performance-based compensa on borne by the Firm’s clients. Where a co-investment vehicle is formed, such en ty generally will bear expenses related to its forma on and opera on, many of which are similar in nature to those borne by the Funds. Investors are encouraged to carefully read each Fund’s Governing Documents for more informa on about expenses related to co-investment opportuni es. For a more detailed discussion of brokerage and transac on costs, see Item 12 - Brokerage Prac ces.
Item 6. Performance-based fees and side-by-side management
The Lynx1 GP will be en tled to receive a performance alloca on from the Flagship Funds on an annual basis and upon withdrawals by investors. Such performance alloca on will be based on the net capital apprecia on of the Flagship Funds’ assets and is subject to a loss-carryforward mechanism. Generally, the performance alloca on for Class A is 20% and 25% for Class B. The Firm is also en tled to a performance fee from the SMA. More informa on about the performance fee the firm is en tled to can be found in the IMA between the firm and the SMA. The Firm or its affiliates may reduce or waive performance-based alloca ons or carried interest with respect to any investor (including any affiliates of the Firm).
Read the rest of Item 6 (405 more words)
The Firm does not expect that performancebased alloca ons or carried interest will be allocated or charged with respect to shares or interests of the Funds held (directly or indirectly) by or for the benefit of the CIO, the Firm’s employees or their respec ve affiliates, or immediate family members of such par es. Side-by-Side Management Performance-based compensa on arrangements create an incen ve for the Firm to recommend investments that may be riskier or more specula ve than those that would be recommended under a different compensa on arrangement. Performance-based compensa on arrangements could also create an incen ve for the Firm to favor accounts with higher compensa on rates over other accounts when alloca ng investments. The Flagship Funds operate a master-feeder structure and the SMA pursues solely opportunis c investments. Nonetheless, the Firm has adopted procedures designed and implemented to seek to ensure that all clients are treated fairly and equitably, and to prevent such conflict from influencing the alloca on of investment opportuni es among the Firm’s clients. When par cipa on in a specific investment is deemed to be appropriate for more than one client account, the Firm will seek to allocate such investment opportuni es between such accounts on a fair and equitable basis under the circumstances exis ng at such me based upon a number of factors, which may include one or more of the following: (i) its clients’ investment programs and investment objec ves, investment capacity, amount of deployed and undeployed capital, fixed investment periods (if any), available leverage, desired leverage or available cash, tax, legal and regulatory considera ons, overall por olio composi on, tolerance for vola lity and risk, desired concentra on, exposure and diversifica on targets, liquidity needs, different terms governing the client accounts, risk profile, investment guidelines and restric ons, to avoid odd-lots, the desire to avoid de minimis alloca ons, and/ such other factors that the Firm determines are consistent with fair and equitable treatment of its clients over me. In addi on, because clients’ management fees and performance-based alloca ons (in the case of the Flagship Funds) are generally based on the net asset values of their accounts, the Firm will have a conflict of interest in valuing assets held by such accounts. To mi gate this conflict, the Firm has implemented and
follow documented valua on policies and expects to periodically consult with auditors and the administrator to each Fund.
Item 7. Types of clients
Investors in the Funds are generally ins tu onal investors, funds of funds and high net worth individuals that qualify as “accredited investors” (as defined in Rule 501 under the Securi es Act of 1933, as amended) and qualified purchasers. The minimum ini al investment for the Flagship Funds is $5,000,000. The Firm has waived such minimum and, in its discre on, has the ability to do so in the future under certain circumstances. If the Firm determines to require a minimum investment for any future client accounts, it will make that determina on on a case-by-case basis.
Item 8. Methods of analysis, investment strategies and risk of loss
Methods of Analysis and Investment Strategies Generally The Flagship Funds The investment objec ve of the Flagship Funds is to generate a rac ve, risk-adjusted returns over the long term, powered by major technological breakthroughs and advances in human health, by employing a longonly equity strategy focused on biotechnology, with ability to enter into certain hedging transac ons. The Firm intends to rely on deep fundamental research, scien fic exper se and extensive experience to iden fy long investments for the Flagship Funds’ por olio, and will seek a rac ve commercial rewards and technical risks with respect to posi ons in such investments. The investment strategies described herein are those that the Firm expects to employ on behalf of the Flagship Funds.
Read the rest of Item 8 (7,197 more words)
However, except as expressly set forth in the Flagship Funds’ Governing Documents, there are no limita ons on the investment strategies that the Flagship Funds may employ in order to opportunis cally respond to, or to take advantage of, changing market condi ons and new investment opportuni es. Further, the Firm may invest opportunis cally in securi es or transac ons that vary from the core strategy of the Flagship Funds. Future Client Accounts The Firm expects that future client accounts would pursue various strategies, some of which could be the same or similar strategies as the Flagship Funds, as set forth above. The above descrip on of the Firm’s investment strategies, techniques, methods and processes is intended only as a general overview, and is subject to the specific terms of the wri en agreements with clients. Inves ng in securi es involves risk of loss that clients and investors should be prepared to bear. Risk Factors The Firm’s investment strategy involves significant risks. A discussion of the material risks is provided below. Prospec ve clients and investors are strongly urged to review the applicable Governing Documents carefully and consult with their own financial, legal and tax advisers before inves ng with the Firm.
Risk Factors Applicable to the Clients General Investment and Trading Risks. All securi es investments present a risk of loss of capital. Vola le financial markets increase that risk. If the Firm’s evalua on of an investment opportunity should prove incorrect, the Funds could experience losses as a result of a decline in the market value of securi es in which the Funds holds a long posi on. The risk management techniques that may be used by the Firm do not provide any assurance that the Funds will not be exposed to a risk of significant investment losses. No guarantee or representa on is made that the Funds’ investment program will be successful, that the Funds will achieve their targeted returns or that there will be any return of capital to investors. In addi on, investment results may vary substan ally over me. Investment Judgment. The profitability of a significant por on of the Funds’ investment program depends to a great extent upon correctly assessing the future profitability of companies and future price movements of securi es and other investments. There can be no assurance that the Firm will be able to accurately predict the long-term results of any security or other investment. General Economic Condi ons. The success of the Funds’ ac vi es will be affected by general economic and market condi ons, such as interest rates, availability of credit, infla on rates, economic uncertainty, changes in laws (including laws rela ng to taxa on of the Funds’ investments), tax considera ons and tax treatment, trade barriers, currency exchange controls and na onal and interna onal poli cal circumstances (including wars, terrorist acts and security opera ons). These factors may affect the level and vola lity of the prices and liquidity of the Funds’ investments and could impair the Funds’ profitability or result in losses. The Firm may consider some or all of these factors when making trading decisions. The Funds could incur material losses even if the Firm reacts quickly to difficult market condi ons, and there can be no assurance that the Funds will not suffer material losses and other adverse effects from broad and rapid changes in market condi ons in the future. Investors should realize that markets for the financial instruments in which the Funds will seek to invest can correlate strongly with each other at mes or in ways that are difficult for the Firm to predict. Even a well-analyzed approach may not protect the Funds from significant losses under certain market condi ons. Available Informa on. The Firm may select investments, in part, on the basis of informa on and data filed by the issuers of securi es with various government regulators or made directly available to the Firm by such issuers, or through sources other than the issuers. Although the Firm evaluates all such informa on and data, and seeks independent corrobora on when the Firm considers it appropriate and when it is reasonably available, the Firm is not in a posi on to confirm the completeness, genuineness or accuracy of such informa on and data, and in some cases, complete and accurate informa on is not readily available. Ins tu onal Risks. Ins tu ons will have custody of the assets of the Funds. Certain assets of the Funds will be exposed to the credit risk of the dealers, brokers and exchanges through which the Firm deals, whether the Firm engages in exchange-traded or off-exchange transac ons. These firms and/or financial ins tu ons, regardless of how large or well-capitalized, may encounter financial difficul es that impair the opera ng capabili es or the capital posi on of the Funds. If any broker-dealer or other financial ins tu on holding the Funds’ assets were to become bankrupt or insolvent, it is possible that the Funds would be able to recover only a por on, or in certain circumstances, none of its assets held by such bankrupt or insolvent en ty. Financial Crises and Effects on Global Financial Markets. World financial markets have in the past experienced and may in the future experience extraordinary market condi ons, including, among other things, extreme losses and vola lity in securi es markets and the failure of credit markets to func on. In
reac on to these events, regulators in the U.S. and several other countries previously have taken and may in the future take regulatory ac ons. However, global financial markets may remain vola le, and it is uncertain whether regulatory ac ons will be able to prevent losses and vola lity in securi es markets. It is possible that regulatory ac ons might increase the possibility of future vola lity. Regula ons may increase market fragmenta on and decrease the global flow of capital as it may be too difficult for the Funds and other market par cipants to comply with mul ple regulatory regimes. There may be significant new regula ons that could limit the Funds’ ac vi es and investment opportuni es or change the func oning of capital markets, and there is the possibility of regional and/or worldwide economic downturn. Consequently, the Funds may not be capable of, or successful at, preserving the value of its assets, genera ng posi ve investment returns or effec vely managing its risks. Other Catastrophic Risks. In addi on to the poten al risks associated with an outbreak of a novel and highly contagious form of coronavirus (“COVID-19”), the Funds may be subject to the risk of loss arising from direct or indirect exposure to a number of types of other catastrophic events, including without limita on (i) other public health crises, including any outbreak of SARS, H1N1/09 influenza, Zika avian influenza, other coronaviruses, Ebola or other exis ng or new epidemic diseases, or the threat or fear thereof; or (ii) other major events or disrup ons, such as hurricanes, earthquakes, tornadoes, fires, flooding and other natural disasters; acts of war, military conflicts, social unrest or terrorism, including cyberterrorism; or major or prolonged power outages or network interrup ons. Such events could exacerbate poli cal, social and economic risks previously men oned and result in significant breakdowns, delays and other disrup ons on a local, regional and global scale, which may have adverse effects on the opera ng performance of the and its por olio companies. The extent of the impact of any such catastrophe or other emergency on the Funds and its por olio companies’ opera onal and financial performance will depend on many factors, including the dura on and scope of such emergency, the extent of any related travel advisories and restric ons, the impact on overall supply and demand for goods and services, investor liquidity, consumer confidence and levels of economic ac vity, and the extent of its disrup on to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. In par cular, to the extent that any such event occurs and has a material effect on global financial markets or specific markets in which the Funds par cipates (or has a material effect on any Fund por olio companies or loca ons in which such por olio companies or the Firm operates or on any of their respec ve personnel) the risks of loss could be substan al and could have a material adverse effect on the Funds or the ability of the Firm to fulfill its investment objec ves. Cyber Security Breaches and Iden ty The . The informa on and technology systems of Lynx1 GP, the Firm, their affiliates, the Funds and their service providers and their por olio companies may be vulnerable to damage or interrup on from computer viruses, network failures, computer and telecommunica on failures, infiltra on by unauthorized persons, other security breaches and/or usage errors by their respec ve professionals. The techniques used to obtain unauthorized access to data, disable or degrade service or sabotage systems change frequently and may be difficult to detect for long periods of me. Hardware or so ware acquired from third par es may contain defects in design or manufacture or other problems that could unexpectedly compromise informa on security. Although Lynx1 GP, the Firm and/or their affiliates have implemented, or expect to implement, measures to manage risks rela ng to these types of events, if these systems are compromised, become inoperable for extended periods of me or cease to func on properly, Lynx1 GP, the Firm, their affiliates, one or more Lynx1 Funds, their service providers and/or their por olio companies may have to make a significant investment to fix or replace them. The failure of these systems for any reason could cause significant interrup ons in such par es’ opera ons and/or a failure to maintain the security, confiden ality or privacy of sensi ve data, including personal informa on rela ng to investors (and the beneficial owners of
investors). Such a failure could harm the reputa on of Lynx1 GP, the Firm, their affiliates, the Lynx1 Funds and/or their por olio companies, subject any such en ty and their respec ve affiliates to legal claims and/or otherwise affect their business and financial performance. Specifically, cybera acks and the failure of such systems may interfere with the processing of investor subscrip ons or withdrawals, impact the Funds’ ability to value its assets, cause the release of confiden al informa on and/or subject the Funds to regulatory fines, penal es or financial losses, reimbursement or other compensa on costs, and/or addi onal compliance costs. The Funds also may incur substan al costs for cyber-security risk management to prevent any cyber incidents in the future. The Funds and the investors could be nega vely impacted as a result. Debt Securi es. Although the Funds will trade primarily in equi es, the Funds also may invest in debt or other fixed income securi es, including non-investment grade securi es, sovereign debt and/or similar obliga ons and instruments. Par cularly with respect to non-investment grade securi es, there is a risk that the issuer will default on its payments obliga ons. The market values of debt instruments may be more vola le than the values of other investments and, during periods of economic uncertainty and change, the market price of these investments may decrease significantly. Debt instruments may also be less liquid than equi es, par cularly during periods of market disloca on. The lack of a liquid secondary market may have an adverse effect on the market price and the Funds’ ability to sell par cular securi es. Leverage. The Funds may employ leverage in connec on with its investment strategies and/or for any other purpose deemed necessary, desirable or appropriate at such mes, in such amounts and subject to such terms and condi ons as Lynx1 GP and/or the Firm may determine in its sole and absolute discre on; provided, that any indebtedness incurred by the Funds will not exceed five percent (5%) of the net asset value of the Funds; provided, however, that should such indebtedness exceed five percent (5%) of the net asset value of the Funds, the Firm will have five (5) Business Days to cure such excess. Such leverage may take a variety of forms, including, but not limited to, margin borrowing from securi es brokers and dealers, loans, repurchase agreements, deriva ve instruments that are inherently leveraged, and other financing arrangements, as determined by Lynx1 GP in its sole and absolute discre on. The use of leverage increases both the possibility for gain and the risk of loss. Leverage employed by the Funds may be secured by the securi es holdings and other assets of the Funds and/or the Funds, as applicable. Under certain circumstances, a lender may demand an increase in the collateral that secures such obliga ons, and if the Funds or the Funds is unable to provide addi onal collateral, the lender could liquidate assets held in the account to sa sfy such obliga ons. Liquida on in that manner could have extremely adverse consequences. In addi on, the amount of the Funds’ borrowing and the interest rates on that borrowing, both of which will fluctuate, may have an effect on the Funds’ profitability. Addi onally, leverage typically will cause the Funds’ net asset value to increase or decrease at a greater rate than if leverage were not used. In addi on, the use of leverage may cause a U.S. tax-exempt investor to realize UBTI. Co-Investment Opportuni es and Co-Investments with Third Par es. The Funds may, in connec on with any investment, offer the opportunity to co-invest to various par es. Such investments will involve risks, including the possibility that a co-investor may have financial difficul es resul ng in a nega ve impact on such investment; may have economic or business interests or goals that are inconsistent with those of the Funds; may have direct par cipa on or control of such investment; and/or may be in a posi on to take (or block) ac on in a manner contrary to the Funds’ investment objec ve. Investors and/or third par es may enter into compensa on arrangements rela ng to such investments that likely will differ from those compensa on arrangements otherwise applicable to other investors, including management fee and incen ve compensa on arrangements. Such differing compensa on arrangements likely will create poten al conflicts of interest between such par es and the Funds.
Interest Rates. Lynx1 GP and/or the Firm may borrow funds from brokerage firms and banks on behalf of the Funds to be able to increase the amount of capital available for marketable securi es investments. The rates at which the Funds can borrow, in par cular, will affect the opera ng results of the Funds. Even if the Funds makes a profit on a trade, the interest expense incurred in carrying the posi on may exceed the profit generated by the trade. Availability of Suitable Investments. The success of the Funds’ investment and trading ac vi es depend on the ability of the Firm to iden fy overvalued and undervalued investment opportuni es and to manage market risk. Iden fica on and exploita on of the investment strategies to be pursued by the Funds involve a high degree of uncertainty. No assurance can be given that the Firm will be able to iden fy suitable investment opportuni es in which to deploy all of the Funds’ capital. A reduc on in overall market vola lity and liquidity, as well as other market factors, may reduce the pool of profitable investments for the Funds. Certain of the investment strategies employed by the Funds may be based on historical rela onships among securi es prices, exchange rates, interest rates and bond prices. There can be no assurance that these historical rela onships will con nue. No representa on is made by the Firm as to what results the Funds and/or the Funds will or is likely to achieve based on these trends and rela onships. Concentra on of Investments; Limited Diversifica on and Sector Inves ng. The Funds’ por olio of investments is expected to be concentrated in the biotechnology industry. Accordingly, the Funds is exposed to the risk of adverse developments in or affec ng this industries to a greater extent than if its investments were diversified over a larger number of issuers and industries. In addi on, companies in the Funds’ target industry are subject to rapid technological advances and a high risk of product obsolescence. The Funds intends to hold a limited amount of posi ons at any given me and the Funds may hold rela vely large posi ons in few securi es. As a result of the Funds’ possible lack of diversifica on, a significant loss in any one posi on may have a material adverse effect on the net asset value of the Funds and the Funds’ rate of return. Therefore, any fluctua on in the overall value of securi es in specific industries or sectors likely will have a material effect on the performance of the Funds. The Firm’s specialized investment strategy and poten al lack of diversifica on may be more vulnerable to changes in the economy or those industries or other factors than a broad-based por olio, and, as a result, performance results may be highly vola le and may result in the Funds significantly outperforming, or under-performing, the market as a whole. Equity Securi es. The Funds may invest in equity and equity-related securi es, including, without limita on, equity investments acquired in connec on with restructured debt securi es or instruments, or in connec on with reorganiza ons and/or restructurings of debt securi es, equity securi es or other obliga ons and assets of undervalued, opera onally challenged and/or financially troubled companies or ins tu ons. A risk of inves ng in the Funds is that equity securi es held by the Funds may decline in value. Equity securi es fluctuate in value in response to many factors, including the ac vi es and financial condi on of individual companies, the business market in which individual companies compete, industry market condi ons, interest rates and general economic environments. In addi on, equity securi es that the Firm believes are undervalued or incorrectly valued may not ul mately be valued by the markets in the manner that the Firm an cipates. Hedging. The Funds may engage in certain hedging transac ons, including deriva ves, op ons and swaps. Hedges can be more difficult to implement than many other types of transac ons, and the possibili es for errors may be greater than for other transac ons. Addi onally, there is no guarantee that these hedging transac ons will prevent losses to the Funds and/or the Funds. The success of the Funds’ hedging strategy will be subject to the Firm’s ability to correctly assess the degree of correla on between the performance of the instruments used in the hedging strategy and the performance of the investments in the por olio
being hedged. Since the characteris cs of many securi es change as markets change or me passes, the success of the Funds’ hedging strategy will also be subject to the Firm’s ability to con nually recalculate, readjust and execute hedges in an efficient and mely manner. In addi on, hedging transac ons may result in poorer overall performance for the Funds and the Funds than if no such hedging transac ons were executed. Moreover, the Firm may determine not to hedge against, or may not an cipate, certain risks. Finally, the Funds and the Funds may be exposed to certain risks that cannot be hedged, such as credit risk (rela ng both to par cular investments and counterpar es). Op ons. The Funds may engage in the trading of op ons when appropriate. Specific market movements of the securi es underlying an op on cannot accurately be predicted. The purchaser of an op on is subject to the risk of losing the en re purchase price of the op on. The writer of an op on is subject to the risk of loss resul ng from the difference between the premium received for the op on and the price of the security underlying the op on which the writer must purchase or deliver upon exercise of the op on. Deriva ves. The Funds may invest in deriva ve financial instruments. In addi on, the Funds may, from me to me, u lize both exchange-traded and over-the-counter deriva ves, including swaps, futures, op ons and contracts for differences, either to express an investment view or for hedging purposes. Regulatory restraints may restrict the instruments that the Funds may trade. Such deriva ve instruments are highly vola le, involve certain special risks and expose investors to a high risk of loss. The low ini al margin deposits normally required to establish a posi on in such instruments permit a high degree of leverage. As a result, a rela vely small movement in the price of a contract may result in a gain or a loss which is high in propor on to the amount of funds actually placed as ini al margin and may result in unquan fiable further losses exceeding any margin deposited. Further, when used for hedging purposes, there may be an imperfect correla on between these instruments and the investments or market sectors being hedged. Currency Hedging. The Funds may be exposed to foreign exchange risk, and may seek to mi gate this risk through the use of a variety of strategies and products, including, but not limited to, Forex forwards, currency futures and currency swaps. There is no guarantee that any of these currency hedging strategies will reduce or prevent losses to the Funds and/or the Funds. As part of its currency hedging strategy, the Funds may enter into currency transac ons that are not traded on an exchange, and the funds the Funds invests in those transac ons may not receive the same protec ons as funds used to margin or guarantee exchange-traded futures and op ons contracts. If the counterparty to an over-the-counter Forex transac on becomes insolvent and the Funds has a claim for amounts deposited or profits earned on transac ons with the counterparty, the Funds’ claim may not receive a priority. Without a priority, the Funds is a general creditor and its claim will be paid, along with the claims of other general creditors, from any monies s ll available a er priority claims are paid. Even the Funds’ funds that the counterparty keeps separate from its own opera ng funds may not be safe from the claims of other general and priority creditors. Forex trading can quickly lead to large losses as well as gains. Such trading losses can sharply reduce the net asset value of the Funds. Risks of Investments in the Biotechnology Sector. Investments in companies in the biotechnology sector involve a high degree of business, financial, technological and regulatory risk which can result in substan al losses. These risks include, but are not limited to, the following: •
obtaining approval for new products from governmental agencies can o en be a lengthy and expensive process, the outcome of which can be uncertain;
•
certain of these companies may become involved in lawsuits related to their patents or products;
•
products produced by certain of these companies may become obsolete;
•
government policies and regula ons applicable to certain of these companies may change in ways that adversely affect them;
•
investor sen ments and preferences with regard to biotechnology investments (some of which are generally perceived as risky) may change, which may have an adverse effect on the price of underlying securi es; and
•
stock markets may become more vola le, which may affect the prices of biotechnology company securi es and, in turn, may cause the performance of the Funds to experience substan al vola lity.
The Funds and SMA may invest in the securi es of biotechnology companies engaged in the development of products or technologies or that are conduc ng clinical trials on products. Obtaining product approval o en requires the submission of extensive preclinical and clinical data, informa on about product manufacturing processes, and inspec on of facili es and suppor ng informa on for each therapeu c indica on to establish a product candidate’s safety and efficacy. Varying interpreta ons of the data obtained from preclinical and clinical tes ng could delay, limit or prevent regulatory approval of a product candidate. The process of obtaining and maintaining regulatory approvals may vary and involves substan al regulatory discre on, is expensive and o en takes many years, if approval is obtained at all. Failure to obtain and maintain regulatory approval for a product candidate following a business combina on would have an adverse effect on value of the underlying securi es of a biotechnology company. Intellectual property rights in the biotechnology field are highly uncertain and may involve complex legal and scien fic ques ons. Biotechnology companies may not be able to obtain addi onal issued patents rela ng to their products, methods, processes, services or other technologies. Even if issued, patents may be challenged, narrowed, invalidated or circumvented, or others may obtain patents claiming aspects similar to those covered by such patents and patent applica ons, which factors could limit a company’s ability to stop compe tors from marke ng similar products or services, limit the length of term of patent protec on they may have for their products or services, and expose them to substan al costs and risks in li ga on and administra ve proceedings and drain resources. Changes in either patent laws or in interpreta ons of patent laws in the United States and other countries may diminish the value of a company’s intellectual property or narrow the scope of its patent protec on. The tes ng and marke ng of biotechnology products and technologies entail an inherent risk of product liability. Accordingly, companies in the biotechnology sector of the healthcare industry may be exposed to poten al liability risks inherent in the tes ng, manufacturing, marke ng and sale of healthcare products and/or the provision of healthcare services. A liability claim or the imposi on of liability may have an adverse effect on the market prices of a company’s securi es. Securi es Lending. The Funds may lend securi es to securi es brokers and other ins tu ons as a means of earning addi onal income. If the other party to such transac on becomes insolvent or bankrupt, the Funds could experience delays and extra costs in recovering payment or the securi es. To the extent that, in the mean me, the value of securi es changes, the Funds could experience further losses. Security loans
must be fully collateralized, and the Firm must be sa sfied with the creditworthiness of the other party to the transac on. Margin. Lynx1 GP and/or the Firm may make use of short-term borrowing or repurchase agreements on behalf of the Funds and/or the Funds, and any such use will result in certain addi onal risks to the Funds. For example, should the securi es pledged or charged to brokers to secure the Funds’ margin accounts or repurchase obliga on decline in value, the Funds could be subject to a “margin call,” pursuant to which the Funds must either deposit addi onal funds with the broker or suffer mandatory liquida on of the pledged or charged securi es to compensate for the decline in value. In the event of a sudden drop in the value of the Funds’ assets, the Funds might not be able to liquidate assets quickly enough to pay off its margin debt. Price and Liquidity Fluctua ons of Investments. It is expected that the Funds’ investments will be in public securi es. However, the market value of the Funds’ investments may fluctuate with, among other things, changes in prevailing interest rates, general economic condi ons, the condi on of financial markets, developments or trends in the securi es markets and the financial condi on of the issuers of the securi es in which the Funds invests. During periods of limited liquidity and higher price vola lity, the Funds’ ability to acquire or dispose of its investments at a price and me that the Funds deems advantageous may be impaired. As a result, in periods of rising market prices, the Funds may be unable to par cipate in price increases fully to the extent that it is unable to acquire the desired posi ons quickly; the Funds’ inability to dispose fully and promptly of posi ons in declining markets will conversely cause its net asset value to decline as the value of unsold posi ons is marked to lower prices. Trade Error Risk. Trade errors include, for example, keystroke errors that occur when entering trades into an electronic trading system or typographical or dra ing errors related to deriva ves contracts or similar agreements. Given the volume and complexity of transac ons executed by the Firm on behalf of the Funds, trade errors are likely to occur, notwithstanding the execu on of due care and special procedures designed to prevent such errors. If trading errors do occur, the Firm will not be responsible for gains or losses resul ng from trade errors, except where such trade error is the result of the Firm’s gross negligence, willful misconduct or fraud. Compe on. The securi es industry is extremely compe ve. The Firm will compete for investment opportuni es against various other investors, including many of the larger securi es and investment banking firms, which have substan ally greater financial resources and research staffs. Compe ve investment ac vity by other firms may reduce the Funds’ opportunity for profit by reducing the availability of or increasing the price of what the Funds believes to be, based on its investment criteria, excep onal investment opportuni es. Securi es Market Vola lity. Securi es markets are vola le and may decline significantly in response to adverse issuer, poli cal, regulatory, market or economic developments. Different parts of the market and different types of debt and equity securi es may react differently to these developments. For example, small cap stocks may react differently than large cap stocks. Issuer, poli cal or economic developments may affect a single issuer, issuers within an industry, sector or geographic region or the market as a whole. Risk of Opera ons/Liquidity Risks. Although the securi es that the Funds may acquire generally will be traded on public exchanges, each exchange typically has the right to suspend or limit trading in all securi es that it lists. Such a suspension could render it difficult or impossible for the Funds to liquidate its posi ons and would thereby expose it to losses. In addi on, some of the securi es in which the Funds may invest may be thinly traded, poten ally making it difficult for the Funds to dispose of a posi on at the me or price desired. Moreover, in periods of extreme market vola lity, the bid/ask spreads for some
securi es that ordinarily are liquid may widen, making it difficult or undesirable to sell the securi es. There can be no assurance that the trading markets will remain liquid enough for management to close out exis ng posi ons at any me there is a need to do so. There may be a variety of other reasons why a security in which the Funds may invest may be illiquid, and, in such event, the Funds may have similar issues with realizing such security. Designated Investments. Due to the illiquid nature of Designated Investments, the Firm is unable to predict the ul mate exit strategy for certain of its Designated Investments, or that one will definitely be available prior to the dissolu on of the Funds. Exit strategies that appear to be viable when an investment is ini ated may be precluded by the me the investment is ready to be realized due to economic, legal, poli cal, regulatory or other factors. As a result, the Funds may be unable to dispose of certain illiquid investments in any par cular meframe or at a price that that the Firm deems advantageous. Risks of Foreign Investments. The Funds may invest in securi es of foreign companies, governments and government agencies. Inves ng in such securi es, which are generally denominated in foreign currencies, and the use of forward foreign currency exchange contracts, involves unusual risk not typically associated with inves ng in securi es issued by U.S. companies or by the U.S. government or its agencies or instrumentali es. Inves ng in emerging markets poses greater risks and a greater poten al for returns than inves ng in developed countries. Securi es of companies in these emerging markets are generally more vola le and may be much more vola le than securi es issued by companies located in developed countries. The Funds may be affected favorably or unfavorably by exchange control regula ons or changes in the exchange rate between such currencies and the U.S. dollar. Moreover, individual foreign economies may compare unfavorably with the U.S. economy in growth of gross na onal product, rate of infla on, rate of savings and capital reinvestment, resource self-sufficiency, balance-of-payment posi ons and in other respects. Some of the countries in which the Funds may invest have laws and regula ons that currently preclude or severely restrict direct foreign investment in securi es of their companies. Securi es of some foreign companies are less liquid and their prices are more vola le than securi es of comparable U.S. companies. Inves ng in foreign securi es creates a greater risk of securi es clearance and se lement problems. Further, some of the securi es in which the Funds may invest may be thinly traded and rela vely illiquid or may cease to be traded a er the Funds invests in them. In addi on to being illiquid, such securi es may be issued by unseasoned companies and may be highly specula ve. In addi on, the Funds occasionally may acquire rela vely large posi ons in a few securi es. In such cases, and in the event of extreme market ac vity, the Funds may not be able to liquidate investments promptly, if the need should arise, which could materially and adversely affect the results of such investments. Company Capitaliza on. The Funds may invest in securi es of companies with various capitaliza ons where such companies meet the investment criteria described herein. While such companies may provide significant poten al for apprecia on, such investments, par cularly small-capitaliza on securi es, involve higher risks in some respects than do investments in securi es of larger companies. The prices of smallcapitaliza on and even medium-capitaliza on securi es are o en more vola le than prices of largecapitaliza on securi es and the risk of bankruptcy or insolvency of many smaller companies (with the a endant losses to long investors) is higher than for larger, “blue-chip” companies. In addi on, due to thin trading in some small- and medium-capitaliza on securi es, an investment in those securi es may be illiquid. The small- and medium-capitaliza on securi es may, at mes, significantly underperform the large-capitaliza on securi es and may do so in the future. Securi es of Sub-Investment Grade Companies. Special risks may arise if the Funds invests in the securi es of sub-investment grade and highly-leveraged companies. Although such investments may result in significant returns to the Funds, they involve a substan al degree of risk. If the Funds purchases distressed
and/or non-performing debt securi es, and subsequent to purchasing them finds that they are no longer readily traded by broker-dealers, these securi es may not show any return for a considerable period of me. Many distressed and/or non-performing securi es ordinarily remain unpaid while the company is in bankruptcy and may not ul mately be paid unless and un l the company reorganizes and/or emerges from bankruptcy proceedings. As a result, if they are no longer readily traded by broker-dealers, such securi es may have to be held for an extended period of me. There is no assurance that the Firm will correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a successful reorganiza on or similar ac on. In any reorganiza on or liquida on proceeding rela ng to a company in which the Funds invests, the Funds and the Funds may lose its en re investment. Under such circumstances, the returns generated from the Funds’ investments may not compensate the investors adequately for the risks assumed. Special Situa on Investments. The Funds may invest in companies involved in, or the target of, acquisi on a empts or tender offers or in companies involved in or undergoing work-outs, liquida ons, spin-offs, reorganiza ons, bankruptcies or other cataly c changes or similar transac ons. In any investment opportunity involving any such type of special situa on, there exists the risk that the contemplated transac on either will be unsuccessful, take considerable me or will result in a distribu on of cash or a new security, the value of which will be less than the purchase price to the Funds of the security or other financial instrument in respect of which such distribu on is received. Similarly, if an an cipated transac on does not in fact occur, the Funds may be required to sell its investment at a loss. Because there is substan al uncertainty concerning the outcome of the transac ons involving financially troubled companies in which the Funds may invest, there is a poten al risk of loss by the Funds of its en re investment in such companies. Counterparty Risk. Brokers may trade with an exchange as principals on behalf of the Funds, in a “debtorcreditor” rela onship, unlike other clearing broker rela onships where the broker is merely a facilitator of the transac on. Such broker could, therefore, have tle to all of the assets of the Funds (for example, the transac ons that the broker has entered into on behalf of the Funds as principal as well as the margin payments that the Funds provides). In the event of such broker’s insolvency, the transac ons into which the broker has entered as principal could default, and the Funds’ assets could become part of the insolvent broker’s estate, to the detriment of the Funds and the Funds. The Funds’ assets may be held in “street name,” in which case, a default by the broker could cause the Funds’ rights to be limited to that of an unsecured creditor. To the extent that the Funds invests in swaps, deriva ve or synthe c instruments, or other over-thecounter transac ons, including forward contracts, or, in certain circumstances, non-U.S. securi es, the Funds may also take a credit risk with respect to the par es with whom it trades and may bear the risk of se lement default. These risks may differ materially from those entailed in exchange-traded transac ons, which generally are backed by clearing organiza on guarantees, daily marking-to-market and se lement, and segrega on and minimum capital requirements applicable to intermediaries. Transac ons entered into directly between two counterpar es generally do not benefit from such protec ons and expose the par es to the risk of counterparty default. In addi on, the Funds’ prime broker and trading agreements may contain certain provisions that allow a counterparty to either terminate the relevant agreement or require addi onal levels of collateral, as applicable, for various reasons. The termina on of the relevant agreement may result in immediate payment by the Funds of the mark-to-market amount, or net liability, due under the agreement, and, if not immediately replaced, a loss of the previously held investment and/or hedging exposure.
Discre on and Changes in Investment Strategy. The Firm has considerable discre on in choosing the securi es that may be acquired, and, subject to its fiduciary du es, it has the right to modify the investment strategy, selec on criteria or hedging techniques used by the Funds and the Funds without the consent of the investors. Outsourced Trading. The Firm may delegate the authority to select brokers for the Funds’ transac ons to a third party. As a result, Funds Expenses could be higher as a result of paying such third party than if the Firm traded directly with such brokers. Use of Alterna ve Data. The Firm will purchase and use in its investment process alterna ve data, consis ng of datasets culled from a variety of sources (including, among others, credit card panels, satellite imagery, geoloca on and mobility data, app usage, social media sen ment and posts, internet usage, medical mee ngs, posters, websites, transac on and payment records, and government and other public records databases), including through its incorpora on in the Firm’s research of target companies. The purchase, onboarding, analysis and interpreta on of alterna ve data involves a high degree of uncertainty, and no assurance can be given that the use of alterna ve data by the Firm will prove beneficial to the Funds. The use of alterna ve data involves an inherent risk that the Firm may rely on data outputs that reflect faulty system logic or that are based on inaccurate or incomplete data inputs. Moreover, the use of alterna ve data for investment purposes has been subject to increased scru ny from regulators, and its use or misuse under current or future laws and regula ons, whether related to securi es or privacy laws and regula ons or otherwise, could create liability for the Firm and for the Funds in various jurisdic ons. The Firm cannot predict what, if any, regulatory or other ac ons may be asserted with regard to alterna ve data, but any regulatory inves ga ons or formal ac ons could cause reputa onal, financial, or other harm to the Firm and/or to the Funds. In addi on, the use of alterna ve data may entail significant expense, which is expected to be borne, in whole or in part, by the Funds. Ar ficial Intelligence and Machine Learning. The Firm uses genera ve ar ficial intelligence tools, including large language models, in certain business processes. These tools rely on large datasets and may produce inaccurate, biased, or unreliable outputs. The Firm, the Funds, SMAs, and affiliates are also exposed to risks arising from the use of similar technologies by third par es, including service providers and counterpar es, which it may not control or be aware of. The use of genera ve AI presents poten al cybersecurity, confiden ality, data privacy, intellectual property, opera onal, and legal risks. Because these technologies are rapidly evolving, it may be difficult to fully iden fy or predict all associated risks
Item 9. Disciplinary information
Disciplinary Informa on
There are no legal or disciplinary events that are material to a client’s or prospec ve client’s evalua on of the Firm’s advisory business or its management.
Item 10. Other financial industry activities and affiliations
Industry Affilia ons The Firm is not registered and does not have an applica on pending to register as a broker-dealer or a registered representa ve of a broker-dealer, respec vely. The Firm and its management persons are not registered as, and do not have any applica on pending to register as futures commission merchants, commodity pool operators, commodity trading advisors, or an associated person of the foregoing en es.
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The Firm does not recommend or select other investment advisers for the Funds or SMA. Services by the Firm’s Related Person As noted above, the Lynx1 GP serves as the general partner to certain Funds. Management of Mul ple Client Accounts The management of mul ple client accounts results in a poten al conflict of interest when the Firm and its related persons allocate me and investment opportuni es among such accounts. For example, the Firm’s CIO and/or other related persons have more of their personal assets invested in certain client accounts than in others. In addi on, the compensa on the Firm earns from each client account differs from the compensa on earned from other client accounts. In order to mi gate associated conflicts, the Firm follows documented procedures regarding the alloca on of investment opportuni es among its clients. (See Item 6 – Performance-Based Fees and Side-By-Side Management) A cross-trade occurs when an investment adviser effects a trade between two or more of its advisory clients. If the Firm were to cause a cross-trade between two clients, it may result in a conflict of interest because the transac on may result in benefits to one client that may be greater than the benefits to the other client. The Firm does not generally expect to engage in cross trades. In the event that the Firm determines to make a cross-trade, it will only do so if it determines that it is in the best interests of, and is fair and equitable to, the par cipa ng clients. All cross-trades between clients require the prior approval of the Firm’s Chief Compliance Officer (the “CCO”). Cross-trades, if any, would generally be made at the closing price for the applicable security on such day or, if no closing price is available, at a price for the relevant security that is determined in accordance with the Firm’s valua on policies. No brokerage commission, transfer fee or other commission will be paid to the Firm or its affiliates in connec on with any such transac on.
Item 11. Code of ethics, participation in client transactions and personal trading
Code of Ethics Overview The Firm has adopted a Code of Ethics, which is designed to help ensure that it conducts its business in accordance with all applicable laws and regula ons and in an ethical and professional manner. In addi on, the Firm’s Code of Ethics sets forth standards of conduct for its employees to ensure that they conduct their business on the Firm’s behalf in a manner that enables the Firm to fulfill its fiduciary duty to its clients.
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Among other things, the Firm’s Code of Ethics: (i) governs personal trading by the Firm’s employees, (ii) contains the Firm’s policies with respect to gi s and entertainment, (iii) contains the Firm’s policies regarding certain outside ac vi es of its employees, , and (iv) sets forth the manner in which employees may report viola ons of law or the Firm’s policies and procedures. The Firm will provide a copy of its Code of Ethics to any client or prospec ve client upon request. Personal Trading Policy Employees are generally prohibited from engaging in personal trading in: (i) securi es of any issuers in the healthcare sector, including the biotechnology sub-sector, and (ii) other securi es unless they have obtained prior approval from the Firm’s CCO. Addi onally, employees are required to provide the Firm’s CCO with periodic repor ng rela ng to their trading ac vity and personal accounts. The Firm’s policies
rela ng to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee. Par cipa on or Interest in Client Transac ons The Firm makes available to qualified prospec ve investors the opportunity to invest in the Funds. The CIO has a significant personal investment in the Funds. In addi on, the Lynx1 GP, an affiliate of the Firm, is en tled to receive performance-based alloca ons or carried interest from the Funds. The Firm will not engage in a principal transac on unless it has determined that the transac on is in the relevant clients’ best interests and has obtained client consent in accordance with the Firm’s wri en procedures and applicable law.
Item 12. Brokerage practices
Brokerage Prac ces
Selec on of Brokers The Firm will have an obliga on to seek to obtain “best execu on” for clients with respect to their trading ac vity. While not defined by statute or regula on, best execu on generally means the execu on of client trades at the best net price considering all relevant circumstances. The Firm seeks best execu on with respect to all types of client transac ons, taking into account various factors.
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Such factors include, among others: (i) the ability to achieve prompt and reliable execu ons, (ii) the ability to obtain access to a security, (iii) the financial stability and reputa on of the par cular broker-dealer, (iv) the quality, comprehensiveness, frequency of available research and related services considered to be of value to the Funds, and (v) the compe veness of commission rates in comparison with other broker-dealers. Brokers some mes suggest a level of business they would like to receive in return for the various services they provide. The Firm will not commit to provide any level of brokerage business to any broker, and actual brokerage business received by any broker may be less than the suggested alloca ons but can (and o en does) exceed the sugges ons, because total brokerage is allocated based on all the considera ons described above. The Firm’s CIO on a quarterly basis will evaluate, among other things, the execu on that it is receiving from brokers. In conduc ng its analysis, the CIO will consider the factors listed above, among others, and will review gi s and entertainment received, and any known conflicts of interests (e.g., direc ng commissions to a broker that employs a family member of one of the Firm’s employees). Research and Other So Dollar Benefits The Firm does not currently have any formal so dollar arrangements, but we may enter into such arrangements in the future. Nonetheless, the Firm executes transac ons on behalf of the Firm’s clients with brokers that may provide the Firm with access to bundled services, including access to proprietary research reports (such as standard investment research, economic and market informa on, and credit reports), corporate introduc ons, and invita ons to a end conferences. These services are generally made available to ins tu onal investors doing business with such brokers. If the Firm engages in so dollar transac ons in the future, the Firm intends to comply with the safe harbor provided by Sec on 28(e) of the Securi es Exchange Act of 1934, as amended.
Brokerage for Client Referrals Subject to applicable law, the Firm may direct client brokerage business to brokers that refer prospec ve investors to the Firm. Because such referrals, if any, are likely to benefit the Firm but may not provide a benefit to its clients, the Firm would have a conflict of interest with its clients when alloca ng brokerage business to such brokers. To mi gate this poten al conflict, the Firm will not allocate brokerage business to a referring broker unless it determines that such alloca on is consistent with the Firm’s best execu on du es. Trade Errors The Firm may on occasion experience errors with respect to trades made on behalf of client accounts. The Firm will reimburse each client account for losses resul ng from trade errors in accordance with the terms of such client’s Governing Documents or the exculpa on provisions in such documents, where applicable. Aggrega on of Orders Aggrega on, or “bunching,” describes a procedure whereby an investment adviser combines the orders of two or more clients into a single order for the purpose of obtaining be er prices and lower execu on costs. Aggrega on opportuni es for the Firm generally arise when more than one client account is capable of purchasing or selling a par cular security. To the extent that a security is purchased or sold for more than one client account, the Firm will generally aggregate orders for such security unless aggrega on is not consistent with its duty to seek best execu on or the terms of the investment guidelines and restric ons applicable to client accounts. Each client that par cipates in an aggregated order will par cipate at the average price for all of the Firm’s transac ons in that security on a given business day, with transac on costs shared pro rata based on each client’s par cipa on in the transac on. When an aggregated order is only par ally filled, the Firm will allocate the investment opportunity pro rata in accordance with its intended alloca on.
Item 13. Review of accounts
Review of Accounts Client por olios are reviewed, and their performance analyzed, by the Firm’s CIO on a regular basis. In addi on, the Firm’s CIO regularly reviews client por olios to confirm that the securi es held by them remain consistent with their investment strategies, objec ves and guidelines. Repor ng In addi on to the repor ng below, the Firm’s clients and investors may be provided with certain informa on about the Firm and the accounts that it manages in response to ques ons and requests, including in connec on with due diligence mee ngs. This informa on may not be distributed to other clients, investors or prospec ve investors.
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Each client and investor is responsible for asking such ques ons as it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited informa on provided by the Firm is sufficient for its needs. The Funds The Firm will furnish investors in the Funds with periodic wri en unaudited performance reports as set forth in their Governing Documents. In addi on, on an annual basis, the Firm will provide investors with
a copy of the relevant Fund’s annual audited financial statements and, if applicable, a statement of taxable income (Schedule K-1). Pursuant to “side le er” or other agreements, the Firm may provide certain investors with access to more frequent and/or more detailed informa on regarding the Funds’ securi es posi ons, performance, finances, and management and/or other informa on about the Funds or the Firm (including no fica ons of redemp ons from a Fund by the Firm and/or its personnel), possibly enabling such investors to be er assess the prospects and performance of the Funds. SMA The Firm provides the owners of the SMA with periodic reports at such mes as have been agreed upon with such owners. In addi on, any such owner would have full, real- me transparency as to all transac ons and holdings in the relevant account, and will be be er able to assess the future prospects of a por olio that may be substan ally similar to that of the Funds.
Item 14. Client referrals and other compensation
Other than the products and services that the Firm receives from broker-dealers (described above in Item 12), the Firm does not receive any economic benefits from third par es in connec on with the provision of investment advice to the Funds. The Firm does not compensate any third-party marketers for introduc ons to poten al investors or clients.
Item 15. Custody
For purposes of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), the Firm will be deemed to have custody over the Funds’ assets. In accordance with the Custody Rule, a qualified custodian is not required to deliver quarterly account statements to the Funds or their respec ve investors as long as: (i) the Funds are audited by an independent public accountant that is registered with, and subject to inspec on by, the Public Company Accoun ng Oversight Board, (ii) the Funds’ audited financial statements are prepared in accordance with U.S. generally accepted accoun ng principles, and (iii) the Firm delivers such annual audited financial statements to investors within 120 days a er the end of each Fund’s fiscal year.
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The owners or advisers of the SMAs should carefully review the account statements that they receive from the custodians to their accounts and are urged to compare these account statements to the reports provided by the Firm directly to them or to their financial advisors.
Item 16. Investment discretion
Investment Discre on
The Firm has discre onary authority to manage securi es and other investments on behalf of client accounts. The investors in the Funds generally will not be able to place any limits on the Firm’s authority beyond the limita ons set forth in their respec ve Governing Documents. Under certain circumstances, the Firm may contract with a client to adhere to limited risk and/or opera ng guidelines imposed by the client. The Firm would nego ate such arrangements on a case-by-case basis.
Item 17. Voting client securities
Vo ng Client Securi es
The Firm generally has vo ng discre on over securi es in the Funds. Investors in the Funds will not be able to direct their votes in a par cular situa on. The Firm has adopted proxy vo ng policies and procedures, which are summarized below. The Firm may vote proxies on behalf of any SMA clients. In the absence of specific vo ng guidelines from the client or conflicts of interest, the Firm will vote all proxies in the best interests of each client, which may result in different vo ng results for proxies for the same issuer. In addi on, the Firm may determine to abstain from vo ng a proxy if it believes that such ac on is in the best interests of a par cular client.
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The Firm may take into account the following factors, among others, in determining if a specific proposal is in the best interests of a par cular client: (i) management of the issuer’s views and recommenda ons on such proposal, (ii) whether the proposal may have the effect of entrenching exis ng management and/or making management less responsive to shareholders’ concerns (e.g., ins tu ng or removing a poison pill, classified board of directors and/or other an -takeover measure), and (iii) whether the Firm believes that the proposal will fairly compensate management for its and/or the issuer’s performance. If the Firm deems that the issue being voted upon is not material for the Firm and its clients or it determines that the cost of vo ng such a proxy would exceed the expected benefit to the Firm’s clients, the Firm will not be obligated to vote on such ma er. Conflicts of interest may arise between the interests of clients on the one hand and the Firm or its affiliates on the other hand. If the Firm determines that it may have, or is perceived to have, a conflict of interest when vo ng proxies, the Firm will vote in accordance with its proxy vo ng policies and procedures. Upon the request by a client, the Firm will disclose to such client how it voted proxies for securi es owned by such client. The Firm will also provide a copy of its proxy vo ng policies and procedures to clients upon request.
Item 18. Financial information
Financial Informa on
The Firm is not required to include its balance sheet for its most recent fiscal year with this Brochure.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.