Powering
the future
of medicine
Annual Report and Audited Financial Statements
for the year ended 31 December 2021
RTW Venture Fund Limited

Built on a foundation of deep research,
RTW invests with innovative companies
looking tobring important new
products topatients.
Financial Highlights
Ordinary NAV growth since inception
64.4%
2020: 88.5%
Total shareholder return
1
since inception
71.2%
2020: 80.8%
Ordinary NAV
US$363.0m
2020: US$375.3m
NAV per Ordinary Share
US$1.71
2020: US$1.96
Price per Ordinary Share
US$1.78
2020: US$1.88
NAV per Ordinary Share change
in the period
-12.8%
2020: 53.9%
Share price change
1
in the period
-5.3%
2020: 37.2%
1 Total shareholder return and share price change are
alternative performance measures (APM). For more information
please refer to APM definitions table on page 106
Portfolio Highlights
NAV invested in portfolio companies
66.4%
2020: 68.7%
New core portfolio companies
21
2020: 15
Portfolio company investments
42
2020: 22
Publicly-listed portfolio companies
17
2020: 9
Privately-held portfolio companies
25
2020: 13
Portfolio companies’ pipeline products
in clinical stage programs
44/55
2020: 25/33
Our Investment Manager at a Glance
RTW powers breakthrough
therapies that transform
the lives of millions.
Our purpose
We are the engine that turns ideas into viable
medicines. RTW harnesses the potential of
world-leading scientists, entrepreneurs, and
investors to accelerate the revolution in medicine.
Read more
Report of the Investment Manager, page 4
Our values
At the core of our business is a set of guiding principles that shape every aspect of RTW:
Our global reach
Our priority is to unlock value by advancing early-stage scientific
development and delivering innovative therapies to patients in need.
Progress
From research to
innovation to reality.
Leadership
The courage to shape
a beer future.
Tenacity
We find the pathway
to success, no maer
the obstacles.
Rigor
Obsessing over
science & the data.
Collaboration
We leverage
collective genius.
Humility
The hunger to learn
and improve.
Read more
Our strategy in action, page 29
IFC Highlights
1 Our Investment Manager at a Glance
2 Chairman’s Statement
4 Report of the Investment Manager
16 Our Long Term Strategy
18 Our Strategy in Action
34 Our Business Model
36 New Company Creation
38 Portfolio Review
43 Operational and Financial Review for the Year
44 Our Key Performance Indicators
46 Risk Management
48 Principal and Emerging Risks
andUncertainties
50 Longer Term Viability Statement
51 Engaging with Stakeholders (Section 172)
52 Environmental, Social and
CommunityIssues
Strategic Report
54 Biographies of Directors
56 Report of the Directors
58 Corporate Governance Report
61 Statement of Directors’ Responsibilities
62 Directors’ Remuneration Report
64 Report of the Audit Commiee
Governance Report
RTW Headquarters
RTW Global Investments
RTW Future oces
Key
70 Independent Auditor’s Report
74 Statement of Assets and Liabilities
75 Condensed Schedule of Investments
83 Statement of Operations
84 Statement of Changes in Net Assets
86 Statement of Cash Flows
87 Notes to the Financial Statements
Financial Statements
101 General Company Information – Investment
Objective and Investment Policy
103 Glossary
106 Alternative Performance Measures
107 AIFMD Disclosures
108 Schedule of Key Service Providers
Additional Information
Defined terms used in the Annual Report are defined in the Glossary.
Governance ReportStrategic Report Financial Statements Additional Information
1

We innovate the
pathway to success
Chairman’s Statement
I present the 2021 annual results
for RTW Venture Fund Limited
(the “Company”) and am
pleased to report significant
milestones during the last year.
2021 Overview
Building upon the considerable achievements
and extraordinary growth in 2020, the Company
and RTW continued executing their strategy in
2021. In spite of the COVID-19 pandemic and
market volatility in the biotech sector, the
Investment Manager remained focussed on the
science-led fundamentals and valuation of the
underlying companies and demonstrated an
accelerated pace of capital deployment by
investing in 21 new portfolio companies, compared
with 15 in the previous financial year. This
enabled the Company to build its portfolio of
innovative biotechnology and medical
technology companies and providing solution-
driven financing strategies at various points in
the individual life cycles of these companies.
Despite market volatility in the biotech sector, the
Company share price, which fell by 5.3% over
the year, significantly outperformed its
benchmark, the small-cap heavy Russell 2000
Biotech Index, which fell by 26.9% over the same
period while slightly lower than the large-cap
heavy Nasdaq Biotech Index which returned
+0.6% for the reporting period. From 31 December
2020 to 31 December 2021, the NAV declined by
12.8% from US$375.3 million or US$1.96 per
Ordinary Share to US$363.0 million or US$1.71 per
Ordinary Share. The largest detractor to the NAV
was the share price performance of Rocket,
which fell heavily in line with the gene therapy
sector as a whole as investors priced in delays
to clinical trials. This was partially oset by the
beer performance of our private companies,
particularly JIXING, and the IPOs of Landos,
Immunocore, Prometheus, GH Research, Monte
Rosa, Tenaya, Ventyx and acquisition of Inivata.
At the beginning of the year, the Company
portfolio included 22 core portfolio companies,
ofwhich 13 were privately held and nine were
publicly listed. All core portfolio companies were
initiated as private investments by the Investment
Manager. During 2021, the Company added 21
portfolio companies, one of which, Inivata, was
later acquired by a third-party, bringing the total
number of core portfolio companies to 42,
representing c. two-thirds of NAV by the end
ofthe year.
As in previous periods, to mitigate any drag
onperformance due to excess cash awaiting
deployment into new private assets, the
Company also invested c. one-third of NAV in
ahigh-quality portfolio of listed companies or
non-core portfolio assets selected by the
Investment Manager, to be representative
ofpositions that are also held in their other
investment funds.
Share Issuance
During the reporting period our corporate broker,
J.P. Morgan Cazenove, reported significant
demand from prospective shareholders, which
was reflected in the fact that the Company’s
share price has traded at an average premium
toNAV of c. 10% since its admission. Under our
Articles and in accordance with UK Listing rules,
the Company has the authority to issue new
shares of up to 20% of the outstanding share
capital in any rolling twelve-month period without
filing an updated prospectus, provided the shares
are issued on a non-dilutive basis at a premium
to NAV. In response to market demand in 2021,
the Company issued a further 20,873,403 shares,
an 11% increase in the total outstanding shares of
the Company and raising an additional US$44.1
million net of expenses. The share issuance was
also modestly accretive to NAV, contributing c. 1%
to the NAV growth per Ordinary Share.
Migration to the Premium Listing of the
Main Market of the LSE
As stated in the 2020 Annual Report, the Board
intended to raise the profile of the Company
with a view to broadening its shareholder base
by means of exploring a migration to the
Premium Listing of the Main Market of the
London Stock Exchange.
I am pleased to report that the Company has
successfully completed the migration and was
admied to listing on the Ocial List of the FCA
and to trading on the Premium Segment of the
London Stock Exchange plc’s Main Market on 6
August 2021. The application for admission was
approved by a shareholder vote at the extraordinary
general meeting held on 30 July 2021. The
Company also introduced an additional market
quote for the shares on the London Stock
Exchange denominated in GBP under ticker
“RTWG”. There were no changes to the legal
form or nature of the Ordinary Shares nor to the
reporting currency of the Company’s financial
statements which, will remain in US Dollars.
The Board believes that the Premium Segment
ofthe Main Market is the most appropriate
platform for the continued growth of the
Company by increasing RTW Venture Fund’s
profile, broadening its shareholder register, adding
aSterling denomination, and facilitating the
Company’s potential eligibility for inclusion in
theFTSE UK Index Series.
Outlook
Even with COVID-19 and war in Ukraine remaining
pressing issues worldwide, the Company is
looking ahead with optimism and confidence. As
a full life-cycle investor, our Investment Manager
also invests in public biotech and medtech
securities trading at aractive levels. We can take
advantage of valuation disparities between small
and mid-cap and large-cap companies in the
sector and the overall biotech sector correction in
2022. The Investment Manager believes that
there remains significant demand for reliable
capital to support the discovery and
development of scientific innovation globally, and
that there is an opportunity to grow their footprint
in the UK and EU as an active local participant in
the biotech ecosystem. The Investment Manager
therefore intends to grow the Company’s
portfolio by aracting demand from new
shareholders to assist in the financing of an
exciting pipeline of new ideas. These are based
upon the Company’s strategy of founding,
investing, and supporting companies developing
next-generation therapies and technologies that
can significantly improve patients’ lives.
Accordingly, the Board expects the Company to
deliver strong performance over the long term
and creating value for shareholders.
‘‘
There remains significant demand for
reliable capital to support the discovery and
development of scientific innovation globally,
and that there is an opportunity to grow
footprint in the UK and EU as an active local
participant in the biotech ecosystem.”
AGM
The Company will hold its Annual General
Meeting (AGM) on 21 June 2022 to review the
annual results and provide portfolio updates.
We would like to dedicate a part of the meeting
to address questions from our shareholders. At
the present time, we anticipate holding the AGM
in a virtual format, although COVID-permiing it
may be held in person at Royal Chambers, St
Julian’s Avenue, St Peter Port, Guernsey. However,
we encourage our shareholders to share your
questions here and we will endeavour to answer
as many as we can:
RTWVentureFund@rtwfunds.com.
On behalf of the Board, I would like to express
my gratitude for your continued support and
wish you and your families a healthy, safe, and
prosperous 2022. I look forward to updating
you further at the time of our interim results later
in the year.
William Simpson
Chairman of the Board of Directors
RTW Venture Fund Limited
30 March 2022
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
2 3RTW Venture Fund Limited

-22.0%
-1.2%
-1.1%
-0.5%
-0.2%
-0.1%
-0.4%
0.2%
0.3%
0.3%
0.4%
0.5%
0.6%
0.8%
2.6%
1.3%
4.1%
1.5%
-1.0%
-1.9%
1.2%
2.0%
Increase Decrease
0.0%
-30.0%
-25.0%
-20.0%
-15.0%
-10.0%
-5.0%
Performance
Allocation
New Share
Issuance
Operating
Expense
Non-Core
positions
Other Core
positions
JIXING
VTYX
PYXS
TNYA
GLUE
GHRS
Inivata
RXDX
IMCR
LABP
TARS
LUNG
ITOS
ATHA
RNA
FREQ
RCKT
12.8% NAV
decrease
Rapid advances
in sciencegive hope
for world-changing
therapies
Report of the Investment Manager
Table 1. Financial Highlights
RTW Venture Fund Limited
Year-end reporting
period (01/01/2021 –
31/12/2021)
Year-end reporting
period (01/01/2020-
31/12/2020)
Admission
(30/10/2019)
Ordinary NAV US$363.0 million US$375.3 million US$168.0 million
NAV per Ordinary Share US$1.71 US$1.96 US$1.04
NAV Growth per Ordinary Share (%) -13% +54% –
Price per Ordinary Share US$1.78 US$1.88(ii) US$1.04
Share price growth (%) (i) -5% 37%
Nasdaq Biotech (iii) 1% 27%
Russell 2000 Biotech (iii) -27% 53%
(i) Total shareholder return is an alternative performance measure.
(ii) As the Company’s December NAV was not published until mid-January and the portfolio enjoyed an exceptionally strong month of performance in December the Company’s share price is shown as being
at a discount to the December 31 NAV even though its shares traded at a premium to the published November NAV during December.
(iii) Source: Bloomberg.
Executive summary
We present the year-end results of the Company
as of 31 December 2021. Since its listing on the
London Stock Exchange in October 2019, the
Company has achieved NAV growth of 64.4%
from US$168.0 million, or US$1.04 per Ordinary
Share, to US$363.0 million, or US$1.71 per
Ordinary Share as of 31 December 2021. For the
reporting period, the NAV aributable to Ordinary
Shares declined by 12.8% from US$375.3 million
NAV or US$1.96 per Ordinary Share as of 31
December 2020. This compares with a decline
inthe Company’s Russell 2000 benchmark of
26.9%. From Admission to 31 December 2021,
theshare price has returned 71.2%.
Roderick Wong, MD
Managing Partner
Figure 1.Performance drivers as of 31 December 2021
RTW Investments, LP (the “Investment Manager”,
“us”, “we”), a leading healthcare-focused
entrepreneurial investment firm with a strong
track record of supporting companies developing
life-changing therapies, created the Company as
an investment fund focused on identifying
transformative assets with high growth potential
across the biopharmaceutical and medical
technology sectors. Driven by our deep scientific
understanding and a long-term approach to
building and supporting innovative businesses,
we invest in companies developing transformative
next-generation therapies and technologies that
can significantly improve patients’ lives.
As of 31 December 2021, c. two-thirds of NAV
was invested in core portfolio companies, a
similar figure to 31 December 2020 despite an
increase in share capital and reflecting the
Company’s long term target portfolio allocation
range. Core portfolio companies typically begin
as private investments, reflecting the key focus of
the Company’s strategy. However, our investment
approach is defined as full life cycle and therefore
involves retaining our private investments well
beyond their IPO, hence our core portfolio consists
of both privately-held and publicly-listed companies.
The Company also invested approximately a third
ofits NAV in publicly listed, non-core portfolio
assets in order to mitigate any ‘cash drag’ eect
pending eventual re-investment in core portfolio
opportunities as they arise. The non-core portfolio
assets were selected by us and are also held in
our other funds. The investments represented in
this portfolio are similarly categorized as innovative
biotechnology and medical technology companies
developing and commercializing potentially
disruptive and transformational products.
Over the year, our listed core holdings produced
the majority of our losses and our private core
holdings produced the majority of our gains. In
2021, the NAV per Ordinary Share declined by
12.8%. The main contributors to the NAV per
Ordinary Share decrease were Rocket, Frequency,
Avidity, Athira, Pulmonx and Tarsus, contributing c.
25% to the decline. These mark to market losses
were oset by the performance of our private
companies, particularly JIXING and IPOs of
Landos, Immunocore, Prometheus, GH Research,
Monte Rosa, Tenaya, Ventyx and acquisition of
Inivata, together contributing c. 12.3% to the NAV
growth. Share issuance at a premium to net asset
value contributed c. 1.2% and the balance of our
performance is made up of operating expenses
and a performance allocation fee credit.
On listing, the Company’s core portfolio included
six companies, four of which were developing
clinical-stage therapeutics and two med tech
companies developing transformative devices.
Since listing, the Company has added 36
companies to its portfolio and has had one
position acquired, with 15 additions in the 2020
financial year and 21 in 2021. Portfolio companies
added in the 2021 are listed on the following page.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
4 5RTW Venture Fund Limited

Report of the Investment Manager
continued
1
2
3
4
5
6
7
(A) Portfolio companies by modality
1. Small molecule 35%
2. Medtech 17%
3. Antibody 15%
4. Genetic medicine 15%
5. Cell therapy 7%
6. Targeted protein degraration 8%
7. Spec pharma 3%
1
2
3
4
5
6
7
8
9
10
(B) Portfolio companies by disease area
1. Oncology 30%
2. Autoimmune and inflammation 22%
3. Cardiovascular 15%
4. Rare disease 12%
5. Neurology 5%
6. Ophthalmology 5%
7. Type 1 Diabetes 2%
8. Pulmonary 3%
9. Gastrointestinal 3%
10. Orthodontic 3%
1
2
3
(D) Portfolio companies by geography
1. USA 77%
2. UK and Europe 15%
3. China 8%
1
2
3
4
5
(C) Clinical development stage
1. Preclinical 13%
2. Phase 1 35%
3. Phase 2 24%
4. Phase 3/Pivotal 22%
5. Commercial 7%
Key updates for Portfolio Companies
during 2021:
Clinical
– In April 2021, iTeos shared a positive preliminary
Phase 1 data update for its TIGIT antibody
EOS-448 program in adult patients with
advanced solid tumors, indicating EOS-448
was generally well tolerated with no
dose-limiting toxicities observed and
showed preliminary signs of clinical activity as
a monotherapy, including a partial response
in a melanoma patient, and stable disease in
multiple patients.
– In May 2021, Rocket shared positive data
updates to its lentiviral vector (LVV)-based
gene therapy programs for the treatment of
Fanconi Anaemia (FA) and (2) Leukocyte
Adhesion Deficiency-I (LAD-I), and (3) Pyruvate
Kinase Deficiency (PKD). Rocket also
announced that the FDA had put a clinical hold
on its adeno-associated virus (AAV)-based
gene therapy for Danon disease, a devastating,
paediatric heart failure condition. The hold was
not triggered by safety concerns and patient
enrollment resumed in Q3 2021.
– In June 2021, Tarsus announced positive results
of Saturn-1 pivotal trial evaluating TP-03 for the
treatment of demodex blepharitis. The Saturn-1
Phase 2b/3 trial met all primary and secondary
endpoints, and demonstrated significant,
clinically meaningful outcomes with no serious
treatment-related adverse events and no
treatment-related discontinuations.
– In August 2021, Immunocore announced
acceptance of its Biologic License Application
for tebentafusp in metastatic uveal melanoma
with the FDA and EMA, with the PDUFA action
date set for February 23, 2022. Immunocore
received FDA approval for Kimmtrak (tebentafusp)
in January 2022 ahead of the expected
PDUFAdate.
– In October 2021, Avidity announced that the
FDA had granted Fast Track Designation to its
lead program, AOC 1001, for the treatment of
myotonic dystrophy type 1 (DM1). Fast Track
Designation enables more frequent interactions
with the FDA to expedite the development and
review process for drugs intended to treat
serious or life-threatening conditions and that
demonstrate the potential to address unmet
medical needs.
– In November 2021, Rocket provided a positive
incremental data update on its adeno-associated
virus (AAV)-based gene therapy for Danon
disease. Overall, it showed stabilization or
improvement in functional and biomarker metrics.
Financing
– In 2021, nine portfolio companies (Landos,
Immunocore, Prometheus, Biomea Fusion,
Monte Rosa, GH Research, Tenaya, Ventyx
and Pyxis Oncology) launched an initial public
oering (IPO) with an average 1.9x valuation
step-up from the initial time of investment to
IPO, followed by an additional average +15%
performance on the first day of trading.
– In May 2021, JIXING announced an exclusive
licencing agreement with Milestone to
develop and commercialize etripamil,
a novel calcium channel blocker designed
to be a rapid-response therapy for episodic
cardiovascular conditions, in China.
Following this announcement, the Company
participated alongside our other investment
vehicles in a Series B financing round.
– In May 2021, NiKang Therapeutics completed
a US$200 million Series C financing round.
The Company alongside other vehicles
managed by the Investment Manager
participated in the financing round.
– We seeded our latest new company creation
Yarrow Biotechnology, a biotech developing
antisense oligonucleotide-based therapeutics
for disorders with high unmet need. In May
2021, Yarrow announced licensing agreement
with ProQR for its antisense oligonucleotide
technology (ASO) to develop and
commercialize potential therapies for an
undisclosed CNS target.
– In June 2021, iTeos and GSK announced a deal
on development and commercialization of iTeos’
EOS-448 TIGIT targeting antibody, under which
iTeos is to receive a US$625M upfront payment
in addition to potential milestones, and royalty
payments on ex-US sales up to US$1.45B in
development and commercial milestones.
– In June 2021, Inivata announced that
NeoGenomics, Inc (NASDAQ: “NEO”) had
completed its acquisition of the company,
theintention of which had previously been
announced on 5 May 2021. NeoGenomics
exercised its option to acquire the remaining
Inivata equity interest for US$390 million aer it
had previously made a US$25 million minority
equity investment.
– In August 2021, JIXING announced an exclusive
license and collaboration agreement with Oyster
Pharma to develop and commercialize OC-01
(varenicline) and OC-02 (simpinicline) nasal
sprays for the treatment of signs and symptoms
of dry eye disease for patients in Greater China.
Following this announcement, the Company
participated alongside our other investment
vehicles in a Series C financing round.
– In December 2021, JIXING announced an
expansion of its collaboration with Cytokinetics
byentering into an exclusive license and
collaboration agreement to develop and
commercialize omecamtiv mecarbil for the
proposed treatment of heart failure with reduced
ejection fraction (HFrEF) in Greater China.
Our 2021 new investments include:
Company name Description
H1 2021
Visus Clinical stage biotech developing a presbyopia-correcting eye drop.
Ancora Medtech company developing minimally invasive implant for heart failure.
Artiva Developer of allogenic cord blood-derived Natural Killer (NK) cell therapy.
Ventyx Clinical stage biotech advancing a promising immunology pipeline for
autoimmune and inflammatory diseases.
Pyxis Oncology biotech developing antibody-drug conjugates.
Monte Rosa Pre-clinical stage targeted protein degradation biotech.
GH Research Clinical stage biotech developing therapies to manage mental disease.
RTW Royalty #2 Royalty as a part of RTW-Urogen deal relating to the development and
commercialization of urological cancer treatments..
Numab
Therapeutics
Swiss biotech developing next-gen multi-specific antibody-based
immunotherapies for cancer and inflammation.
Yarrow RTW-backed new company creation focused on CNS diseases.
Alcyone Gene therapy platform company developing therapies for CNS diseases.
Umoja Preclinical-stage lentiviral in vivo CAR-T oncology biotech.
Neurogastrx Clinical stage spec pharma focused on gastrointestinal disorders.
H2 2021
Magnolia Medical Medtech company focused on innovative blood
and fluids collection devices.
Artios Oncology biotech developing first-in-class therapies based on DNA
DamageResponse.
InBrace Medical technology company pioneering a behind-the-teeth teeth
straightening approach.
Lycia Biotech developing extracellular protein degradation-based pipeline
of therapies.
CinCor Biopharma developing next-gen treatments for cardio-renal diseases.
Acelyrin Biotech advancing an antibody mimetic for inflammatory conditions.
Kyverna Biotech developing cell therapy for autoimmune diseases.
Third Harmonic Bio Biotech advancing a small molecule for autoimmune mast cell disorders.
As of 31 December 2021, the portfolio included 42
companies that were diversified across treatment
modalities, therapeutic focus, and clinical stage of
their programs (Figure 2A-C). While the portfolio
remains dominated by US-based companies
(Figure 2D), we are commied to adding UK and
EU-based companies in an eort to support the
best assets globally and foster local biotech
ecosystems where we see aractive opportunities.
Figure 2. Portfolio breakdown, by (A) modality,
(B) therapeutic focus, (C) clinical stage and
(D) geography as of 31 December 2021
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
6 7RTW Venture Fund Limited

2.5
1.0
USD
1.3
1.6
1.9
2.2
Dec 21
Oct 21
Aug 21
Jun 21
Apr 21
Feb 21
Dec 20
Oct 20
Aug 20
Jun 20
Apr 20
Feb 20
Dec 19
Oct 19
RTW.L Share Price
NAV per share
125%
0%
-25%
% return
25%
50%
75%
100%
Dec 21
Oct 21
Aug 21
Jun 21
Apr 21
Feb 21
Dec 20
Oct 20
Aug 20
Jun 20
Apr 20
Feb 20
Dec 19
Oct 19
RTW.L
Russell 2000 Biotech
Nasdaq Biotech Index
Report of the Investment Manager
continued
In context to this, it is worth noting that it was a challenging year for gene therapy as a subsector. Of 30 publicly traded gene therapy companies,
themedian decline has been 54%, with only three companies up on the year, no drug approvals (the total remains at two), and no public acquisitions.
Recent setbacks have spanned safety, ecacy, and CMC (chemistry, manufacturing and controls):
Figure 4. Gene therapy setbacks
Type Company Program Description
Safety
Hemophilia B HCC case later adjudicated to patient
LentiGlobin for sickle cell disease and Lenti-D for
Adrenoleukodystrophy
Occurrences of blood cancers
Myotubular myopathy Patient deaths at low and high doses
Danon disease Adverse immune response in patients
Wet AMD Adverse immune response in patients
Duchenne muscular dystrophy Adverse immune response in patients
Phenylketonuria Liver cancers observed in mice
Ecacy
Duchenne muscular dystrophy Missing stat sig in critical Phase 2 trial
Hemophilia A Diminished ecacy over time
Hemophilia A Mouse data did not replicate in monkeys
Phenylketonuria Lack of consistent ecacy in patients
CMC
Duchenne muscular dystrophy More stringent requirements from FDA
Hemophilia B More stringent requirements from FDA
Metachromatic leukodystrophy More stringent requirements from FDA
We believe the companies best positioned to overcome these near-term challenges will be those who have chosen to focus on therapies for severe
diseases with limited options and that also have meaningful commercial potential. Rocket’s talented team and programs have been commied to this
mission from the start, and we remain optimistic for both our existing programs and new opportunities.
As of 31 December 2021, nine portfolio companies, which included Landos, Immunocore, Prometheus Biosciences, Biomea Fusion, Monte Rosa, GH
Research, Tenaya, Ventyx and Pyxis Oncology had gone public via an IPO with an average 1.9x step-up from the initial time of investment to IPO and an
average private holding period of 0.7 years, followed by an additional average c. 15% performance on the first day of trading.
Table 2. Core portfolio companies IPOs in 2021
Company Initial funding type Ticker IPO date
Performance on 1st
day of trading
Landos Series B LABP February 2021 -25%
Immunocore Series B* IMCR February 2021 +66%
Prometheus Biosciences Series D RXDX March 2021 +33%
Biomea Fusion Series A BMEA April 2021 +9%
Monte Rosa Series C GLUE June 2021 +12%
GH Research Series B GHRS June 2021 +20%
Tenaya Series C TNYA July 2021 +2%
Ventyx Series B VTYX October 2021 +31%
Pyxis Oncology Series A PYXS October 2021 -17%
*Immunocore originated as a Series A investment with the Investment Manager
Portfolio performance and updates
The Company’s share price has traded at an
average premium of c. 10% since inception
(Figure 3A). The Company’s overall returns since
inception have outperformed its biotech
benchmarks, generating an overall return of
c. 71% vs c. 35% by the small and mid-cap heavy
Russell 2000 Biotechnology Index and vs c. 40%
by the large-cap heavy Nasdaq Biotechnology
Index (Figure 3B note: the reporting period for this
chart is 30 October 2019 to 31 December 2021).
In 2021, the Company’s share price declined by
c. 5%, whilst the Nasdaq Biotechnology Index
returned c. 1% and the Russell 2000
Biotechnology index returned c. -27% for the
same period, respectively. Source Bloomberg.
Rocket’s share price declined by 60%, which
made it the main detractor from the NAV per
Ordinary Share this year (c. -22%). The FDA put
Rocket’s Danon program on clinical hold in early
May 2021 in order to ensure adequate safeguards
for patients in its clinical study. The trial was
allowed to resume in August 2021 (for context,
this was a fast resolution). The company also
shared an update from the first five patients
dosed in November 2021. While the data suggest
four patients have been stable over their one to
two years on study, investors expressed concern
that a lack of improvement in certain
measurements may make phase 3 trial design
more challenging. Despite these points, Rocket
remains among the top 3 largest independent
gene therapy companies by market capitalisation.
Figure 3. RTW.L share price performance (A) and returns (B) as of 31 December 2021
(A) RTW.L share price vs NAV per ordinary share
(B) RTW.L performance vs biotech benchmarks
2.5
1.0
USD
1.3
1.6
1.9
2.2
Dec 21
Oct 21
Aug 21
Jun 21
Apr 21
Feb 21
Dec 20
Oct 20
Aug 20
Jun 20
Apr 20
Feb 20
Dec 19
Oct 19
RTW.L Share Price
NAV per share
125%
0%
-25%
% return
25%
50%
75%
100%
Dec 21
Oct 21
Aug 21
Jun 21
Apr 21
Feb 21
Dec 20
Oct 20
Aug 20
Jun 20
Apr 20
Feb 20
Dec 19
Oct 19
RTW.L
Russell 2000 Biotech
Nasdaq Biotech Index
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
8 9RTW Venture Fund Limited

As of 31 December 2021, our top five holdings of non-core portfolio assets represented c. 7% of NAV and consisted of: Alnylam (ticker: “ALNY”), a leading
RNA medicine company, Natera (ticker: ”NTRA”), a clinical genetic testing company, Masimo (ticker: “MASI”), a medtech company developing innovative
non-invasive patient monitoring technologies, Thermo Fisher Scientific (ticker “TMO”), a leading scientific service provider, and Cytokinetics (ticker: “CYTK”),
a clinical-stage biotechnology company developing innovative treatments for cardiovascular conditions. We expect to deploy the capital invested into
non-core portfolio assets into private companies as new opportunities arise.
Table 5. Overview of portfolio companies’ valuations* as of 31 December 2021
Portfolio Company Public/ Private
Company’s
%interest in
Portfolio Company’s
capital as of
31December 2021
Valuation of
Company’s
investment as of
31December 2021
% of Company’s
net assets as of
31December 2021
YTD P&L as of
31 December 2021
Valuation
hierarchy
Rocket Public <5% US$51.6 million 13.3% -US$88.8 million Level 1
JIXING Private <10% US$25.6 million 6.6% US$10.5 million Level 3
Prometheus Bio Public <5% US$21.7 million 5.6% US$16.5 million Level 1
Avidity Public <5% US$16.6 million 4.3% -US$0.7 million Level 1
RTW Royalty #2 Private <20% US$13.1 million 3.4% US$1.3 million Level 3
Immunocore Public <1% US$11.0 million 2.9% US$5.1 million Level 1
RTW Royalty #1 Private <10% US$10.0 million 2.6% US$1.8 million Level 3
C4 Therapeutics Public <1% US$9.7 million 2.5% US$0.1 million Level 1
Tenaya Public** <5% US$8.2 million 2.1% US$2.5 million ^ Level 2
GH Research Public <1% US$7.2 million 1.8% US$3.1 million Level 1
iTeos Public <1% US$6.9 million 1.8% US$1.3 million Level 1
Landos Public <5% US$6.1 million 1.6% US$0.9 million Level 1
Tarsus Public <1% US$5.2 million 1.3% -US$4.4 million Level 1
Beta Bionics Private <5% US$4.9 million 1.3% -US$0.5 million Level 3
NiKang Private <5% US$4.6 million 1.2% US$0.4 million Level 3
Ventyx Public** <1% US$4.6 million 1.2% US$1.9 million ^ Level 2
Encoded Private <1% US$4.2 million 1.1% US$2.2 million Level 3
Milestone Public <5% US$4.0 million 1.0% US$0.0 million Level 1
Monte Rosa Public <1% US$3.8 million 1.0% US$1.4 million Level 1
Alcyone Private <5% US$3.7 million 0.9% US$0.0 million Level 3
Pyxis Public** <1% US$3.5 million 0.9% -US$0.4 million ^ Level 2
Umoja Private <1% US$3.4 million 0.9% US$0.1 million Level 3
Ancora Private <1% US$2.9 million 0.8% US$0.0 million Level 3
Visus Private <5% US$2.4 million 0.6% US$0.3 million Level 3
Orchestra Private <1% US$2.3 million 0.6% -US$0.1 million Level 3
Pulmonx Public <1% US$1.9 million 0.5% -US$2.1 million Level 1
Nuance Private <1% US$1.8 million 0.5% US$0.0 million Level 3
Athira Public <1% US$1.7 million 0.4% -US$4.9 million Level 1
Numab Private <1% US$1.7 million 0.4% US$0.0 million Level 3
Neurogastrx Private <1% US$1.6 million 0.4% US$0.0 million Level 3
Kyverna Private <1% US$1.5 million 0.4% US$0.0 million Level 3
Third Harmonic Bio Private <1% US$1.4 million 0.4% US$0.0 million Level 3
Cincor Private <1% US$1.3 million 0.3% US$0.2 million Level 3
Artiva Private <1% US$1.2 million 0.3% US$0.2 million Level 3
Lycia Private <1% US$1.1 million 0.3% US$0.0 million Level 3
InBrace Private <1% US$0.9 million 0.2% US$0.0 million Level 3
Biomea Public <1% US$0.8 million 0.2% -US$0.2 million Level 1
Artios Private <1% US$0.8 million 0.2% US$0.0 million Level 3
Acelyrin Private <1% US$0.7 million 0.2% US$0.0 million Level 3
Magnolia Private <5% US$0.7 million 0.2% US$0.0 million Level 3
Yarrow Private <5% US$0.6 million 0.1% US$0.0 million Level 3
Prometheus Labs Private <1% US$0.1 million 0.0% US$0.0 million Level 3
* Valuations for Private Portfolio Companies on a fair market value basis as of 31 December 2021. The valuations of Rocket, Avidity, iTeos, Athira, C4 Therapeutics, Milestone, Pulmonx, Tarsus, Landos,
Immunocore, Prometheus Biosciences, Biomea, Monte Rosa, GH Research, Tenaya, Pyxis and Ventyx have been calculated using market capitalization based on their publicly quoted market prices as of
31 December 2021.
**In accordance with the Company’s valuation policy, the Company applies a discount to its investments in Private Portfolio Companies which become Public Portfolio Companies that are subject to
customary post-IPO lock-up provisions.
^Also includes Level 1 securities purchased at or aer portfolio company IPO.
As of 31 December 2021, two members and one employee of the Investment Manager served on the board of directors of Rocket and two members and
three employees served on the board of directors of Landos, JIXING, NiKang, Visus, Alcyone, RTW Royalty #1 and #2, and Yarrow, which in aggregate
represented 30.3% of NAV of the Company.
Report of the Investment Manager
continued
Table 3. Performance of core private and public portfolio investments as of 31 December 2021
Portfolio company
Initial Investment
Date
Valuation
Date MOC XIRR
Private Holding
Period (years)
Beta Bionics 6/28/2019 12/31/2021 1.0x -1.0% 2.5
Orchestra 6/28/2019 12/31/2021 0.9x -3.3% 2.5
Frequency^ 7/17/2019 03/23/2021 2.8x 85.3% 1.7
Landos* 8/9/2019 12/31/2021 1.2x 6.7% 2.4
Immunocore* 8/13/2019 12/31/2021 1.7x 28.5% 2.4
Avidity* 11/8/2019 12/31/2021 2.6x 56.9% 2.1
JIXING 2/10/2020 12/31/2021 1.7x 85.3% 1.9
Iteos* 3/24/2020 12/31/2021 4.2x 136.6% 1.8
Pulmonx* 4/17/2020 12/31/2021 2.5x 70.6% 1.7
Athira* 5/29/2020 12/31/2021 2.3x 101.2% 1.6
C4 Therapeutics* 6/2/2020 12/31/2021 3.6x 126.3% 1.6
Encoded 6/12/2020 12/31/2021 2.1x 62.1% 1.6
Milestone^^ 7/23/2020 12/31/2021 1.6x 43.5% 1.4
Nikang 9/9/2020 12/31/2021 1.1x 8.2% 1.3
Tarsus* 9/24/2020 12/31/2021 1.6x 45.4% 1.3
Prometheus* 10/30/2020 12/31/2021 5.0x 382.1% 1.2
RTW Royalty #1 11/13/2020 12/31/2021 1.2x 18.9% 1.1
Nuance 12/7/2020 12/31/2021 1.0x 0.0% 1.1
Tenaya* 12/17/2020 12/31/2021 1.5x 50.1% 1.0
Biomea* 12/23/2020 12/31/2021 0.9x -6.5% 1.0
Inivata** 12/24/2020 6/18/2021 2.6x 635.5% 0.5
Prometheus Labs 12/31/2020 12/31/2021 1.0x 0.0% 1.0
Ancora 1/20/2021 12/31/2021 1.0x 2.0% 0.9
Visus 1/26/2021 12/31/2021 1.1x 14.7% 0.9
Artiva 2/23/2021 12/31/2021 1.3x 30.7% 0.9
Ventyx* 2/26/2021 12/31/2021 2.0x 206.9% 0.8
Pyxis* 3/8/2021 12/31/2021 1.0x 5.9% 0.8
Monte Rosa* 3/12/2021 12/31/2021 2.0x 129.4% 0.8
GH Research* 4/9/2021 12/31/2021 1.9x 139.8% 0.7
RTW Royalty #2 5/5/2021 12/31/2021 1.1x 21.1% 0.7
Numab 5/7/2021 12/31/2021 1.0x -1.0% 0.7
Yarrow 5/14/2021 12/31/2021 1.0x 0.0% 0.6
Alcyone 6/8/2021 12/31/2021 1.0x 0.0% 0.6
Umoja 6/9/2021 12/31/2021 1.0x 8.2% 0.6
Neurogastrx 6/25/2021 12/31/2021 1.0x 0.0% 0.5
Magnolia 7/2/2021 12/31/2021 1.0x 0.0% 0.5
Artios 7/27/2021 12/31/2021 1.0x 0.0% 0.4
InBrace 8/27/2021 12/31/2021 1.0x 0.0% 0.3
Lycia 9/2/2021 12/31/2021 1.0x 0.0% 0.3
Cincor* 9/22/2021 12/31/2021 1.2x 95.0% 0.3
Acelyrin 10/20/2021 12/31/2021 1.0x 0.0% 0.2
Kyverna 11/9/2021 12/31/2021 1.0x 0.0% 0.1
Third Harmonic Bio 12/17/2021 12/31/2021 1.0x 0.0% 0.0
Average 1.6x 60% 1.1
Public company
Price per share as of
29/10/2019 market close
(as of listing of the Company) % Return
Rocket US$14.00 56%
*These positions originated in the portfolio as private companies and since have gone public; as of 31 December 2021, Monte Rosa, GH Research, Tenaya, Pyxis and Ventyx were under 180-day lock-up provision;
**Acquired;
^Exited the position;
^^Milestone is a public company, the Company holds private warrants.
Table 4. NAV capital breakdown
Type
% of NAV as of 31
December 2021
% of NAV as of 31
December 2020
Core portfolio assets (private and public) 66.4% 68.7%
Non-core portfolio assets 38.6% 25.4%
Cash, due to/from brokers, other* -5.0% 5.9%
Total 100.0% 100.0%
*Other includes liabilities such as other payables and accrued expenses.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
10 11RTW Venture Fund Limited

2021
2019
2017
2015
2013
2011
2009
2007
2005
2003
2001
1999
1997
1995
1993
9,000 25
20
15
10
5
0
8,000
Price/Share,
10x Sales/Share
Price/Sales
Price/Share
10x Sales/Share
Price/Sales
7,000
6,000
5,000
4,000
3,000
2,000
1,000
2021
2020
2019 2018
2017
2015
2013
2011
2009
2007
2005
2003
2001
1999
1997
1998
2000
2002
2004
2006 2008
2010
2012
2014
2016
125%
Annual
Performance/Gap
(%)
Russell 2000 Bio Annual Performance
Performance Gap Russell 2000 Bio – SP500
75%
25%
-25%
-75%
Sector review and outlook
Significant biotech sector underperformance,
aractive valuations, high innovation…
By some measures of market performance, 2021
was small-cap biotech’s worst calendar year
since the financial crisis over a decade ago. The
small-cap heavy Russell 2000 Biotech Index
finished down -27%, just ahead of 2008’s -31%.
Only 2002’s drop of -54% was significantly
worse. This performance is most striking
compared to the broader markets. The S&P500
finished +27%, making small-cap biotech’s 54%
underperformance the largest in history (second
largest was 1998’s 42%) (Figure 5).
Overall valuations for the Nasdaq Biotechnology
Index (NBI) and SPDR S&P Biotech (XBI) have
now returned to the historical average (Figure 6).
This continues to be coupled with historically low
interest rates and historically high innovation.
Despite market performance, 2021 was a strong
year for innovation. The FDA managed through
COVID resource constraints to approve 60 new
drugs, topping last year’s 59. Approvals by
modality include: RNA for three, novel antibody
technologies for three, and cell therapies for two.
mRNA firmly established itself as the preferred
modality for Covid vaccines, and Intellia
demonstrated human proof-of-concept for in
vivo CRISPR, unlocking another new modality in
the bale against disease.
Report of the Investment Manager
continued
Migration to the Main Market of the London Stock Exchange
We are pleased to report that RTW Venture Fund was admied to the Premium Segment of the Main Market on 6 August 2021 and introduced an
additional market quote denominated in GBP under ticker “RTWG”. To satisfy the diversification requirements that we agreed with the UK Listing Authority
we reduced our position in Rocket and brought it under 25% of NAV, while adding to the position in our private fund making RTW overall a net-buyer of the
security. To note, the sale of Rocket shares by the Company to reduce the position from c. 33% to c.25% did not result in any crystalized losses, as at the
time of the Company’s IPO Rocket’s share price was $14 and at the time of sale on 11 May 2021 was $40, representing c.186% upli.
We believe the Premium Segment of the Main Market is the most appropriate platform for the continued growth of the Company. We look forward to
continuing to advance our presence in the UK and are honoured to bring access to private markets and bespoke negotiated opportunities to an even
broader investor base now being listed on the Premium Segment. We also believe that by maintaining a strong presence and providing much needed
capital to late-stage venture companies, we are doing our part in fostering a stable and well capitalized investment ecosystem, which we believe will in
turnbenefit UK companies and support further innovation.
Summary of Portfolio Companies with at least 1.0% position of NAV as of 31 December 2021:
As of 31 December 2021, the Company’s portfolio included 42 companies, ranging from biotechnology companies developing preclinical to clinical-stage
therapeutic programs, companies developing traditional small molecule pharmaceuticals, and med-tech companies developing or commercializing
transformative devices. We selected the Company’s portfolio companies based upon our rigorous assessment of scientific and commercial potential,
opportunities to positively impact value, and with regard to the valuation of the assets at the time of investment. The table below includes portfolio
companies and their catalysts that had ≥1.0% position size at the end of the reporting period.
Table 6. RTW Venture Fund portfolio summary of catalysts (core portfolio holdings >1.0% of NAV) as of 31 December 2021
Portfolio
Company Description Public/ Private Clinical stage
Expected
upcoming
catalyst % NAV
Rocket Gene therapy platform company for rare pediatric diseases; five clinical
programs for Fanconi anemia, Danon, LAD, PKD and IMO.
Public: “RCKT” Phase 2 Q2 2022 13.3%
JIXING NewCo focused on acquiring rights from innovative therapies in the West
for development and commercialization in China.
Private Phase 3 Series D; H1 2022 6.6%
Prometheus
Biosciences
Precision medicine company focused on IBD, a chronic inflammatory
disease of GI tract; lead antibody program against TL1A.
Public: “RXDX” Phase 1 H1 2022 5.6%
Avidity Antibody conjugated RNA medicines company; lead program for myotonic
dystrophy, a degenerative disease with no therapy.
Public: “RNA” Phase 1 H1 2022 4.3%
C4 Therapeutics Targeted protein degradation company working on blood cancers. Public: “CCCC” Phase 1 H1 2022 2.5%
Iteos Novel immune checkpoint clinical stage company, with lead programs
targeting TIGIT and A2A in Phase ½ for advanced solid tumors.
Public: ”ITOS” Phase 1 / 2 H1 2022 1.8%
Landos Developer of oral therapies for autoimmune disease. Lead program for
inflammatory bowel disease.
Public: “LABP” Phase 2 / 3 Q2 2022 1.6%
Tarsus Clinical stage biotech developing first-in-class therapeutics for. ophthalmic
conditions.
Public: “TARS” Phase 3 H1 2022 1.3%
Milestone Clinical stage biopharma developing interventions for tachycardias. Public: “MIST” Phase 3 Q4 2022 1.0%
RTW Royalty #2 Royalty as a part of RTW-Urogen deal. Private – – 3.4%
Immunocore T-cell receptor therapy company focused on oncology and infectious
disease; lead program for uveal melanoma.
Public: “IMCR” Registrational – 2.9%
RTW Royalty #1 Royalty as a part of RTW-Ji Xing-Cytokinetics deal. Private – – 2.6%
Tenaya Biotech developing therapies that can address the underlying cause of
heart disease; lead asset gene therapy for HCM.
Public: “TNYA” Preclinical – 2.1%
GH Research Clinical stage biotech developing therapies to manage mental disease. Public: “GHRS” Phase 2 – 1.8%
Beta Bionics Closed-loop pancreatic system for automated and autonomous delivery
ofinsulin.
Private Pivotal – 1.3%
NiKang Biotech using a structure-based design to develop innovative small
molecules against promising molecular targets in oncology.
Private Preclinical – 1.2%
Ventyx Clinical stage biotech advancing a promising immunology pipeline for
autoimmune and inflammatory diseases.
Public: “VTYX” Phase 2 – 1.2%
Encoded Gene therapy company developing treatments for rare pediatric CNS
disorders.
Private Preclinical – 1.1%
Monte Rosa Targeted protein degradation biotech. Public: “GLUE” Preclinical – 1.0%
Aggregate of <1.1% core portfolio companies include: Alcyone, Pyxis, Athira, Pulmonx, Biomea, Orchestra, Visus, Nuance, Numab, Ancora, Artiva, Yarrow,
Prometheus Labs, Neurogastrx, Umoja, Artios, Magnolia, InBrace, Lycia, Cincor, Acelyrin, Kyverna and Third Harmonic Bio.
9.8%
Source: Bloomberg December 2021.
Figure 5. Russell 2000 Biotech Annual Performance
Figure 6. Historic sector valuations
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
12 13RTW Venture Fund Limited

2021
2020
2018 2019 2016
2017
2014
2015
2012
2013
2010
2011
2008 2009 2006
2007
2004
2005
2002
2003
2000
2001
1997
1998 1999
1994
1995
1996
16,000
14,000
10,000
12,000
8,000
4,000
6,000
2,000
–
# Deals
Value
($Millions)
# Deal
Value
120
100
80
60
40
20
–
33
62
31
34
14
11
56
7 7
11
29
21
24
18
3
4
14
10
29
49
86
49
27
41
66
59
77
108
Report of the Investment Manager
continued
Executing on our strategy
We are scientists and entrepreneurs who
aspireto change the lives of patients through
innovation, and purposeful investing is at the
heart of everything we do. We power breakthrough
therapies that transform the lives of millions.
Maximizing value realization from transformative
products takes time, and we believe it is critical
tobe involved and invested in such companies
throughout various stages of their development
and ultimately distribution to patients. In the
instances where our research leads us to find
that a company doesn’t exist, we have the
capability, human power, and funding to create
acompany de novo to advance an asset we believe
is worth building a business architecture around.
As a full life-cycle investor, we recognize the
importance of providing growth capital along with
the support of an experienced team, if and when
it is needed, at any critical inflection point in an
asset’s life cycle. Scientific development rarely
follows a linear path and nor do we, which is why
we are always thinking about the optimal way to
support a company. This can be achieved
through providing growth capital, creative
financing solutions, capital markets expertise, or
guidance through investing our time and sharing
our collective experience as directors and
stewards of tomorrow’s most exciting and
disruptive companies.
Taking a long-term full lifecycle approach and
having a true evergreen structure enables us to
avoid pitfalls of structural constraints of venture-
only or public-only vehicles. Our focus is on
becoming the best investors and company
builders we can be, delivering exceptional results
to shareholders and making an impact on
patients’ lives.
As we look ahead to 2022 and beyond, based
on the breadth of opportunities we have been
seeing and continue to see, we expect our
eorts will translate into further capital
commitments. The last 24 months have been
very active, as we have added fieen new
companies in 2020 and twenty-one in 2021 to
the Company’s growing portfolio, and we foresee
continuing with a similar investing pace in 2022.
In 2021 and continuing in 2022, we are particularly
focused on aractive opportunities within small
and mic-cap public biotech companies given
asymmetric risk / reward profiles of strong
fundamentals and decreased valuations.
Primary areas of focus remain in genetic medicines,
small molecule, antibody and next generation
antibody therapies, targeted protein degradation,
rare diseases, targeted oncology, and medical
technologies. We are excited by advancements
weare witnessing in neurology, ophthalmology,
immunology, muscular dystrophies, and
cardiovascular and pulmonary diseases.
We have always emphasized the important point
that exciting innovation is taking place globally.
Building upon our strong reputation in the U.S., we
aim to strengthen our presence with new oces
in London and Shanghai to further expand our
presence and grow roots in these two strategic
geographies. We are as keen on exploring
scientific programs coming out of the UK and
Europe as we are for those discovered and
developed in the U.S. labs. We intend to continue
to build inroads and have been actively cultivating
deeper relationships in the UK.
We believe there is a significant demand for
reliable capital providers, such as ourselves, to
continue to support scientific innovation and
development of transformative therapies for
patients. With that in mind, we intend to grow
theCompany’s portfolio, by aracting new
shareholders to assist in the financing of an
exciting pipeline of new ideas. We expect the
split to remain close to 80% biopharmaceutical
assets and 20% across medical technology
assets. In line with prior guidance, we anticipate
two-thirds of the investments will be made in mid
to later stage venture companies and one-third
of the investments focused on active company
building around the discovery and development
or licensing and distribution of promising assets.
Key Portfolio Company Events Post Period End
On 6 January 2022, CinCor announced pricing of
its US$193.6 million IPO, by oering 12.1 million
shares at US$16.00 per share. The shares began
trading on Nasdaq Global Market on 7 January
2022 under ticker “CINC”. Since IPO CinCor shares
have traded down 4.4% as of 23 March 2022.
The Company’s investments in CinCor remains
under 180-day lock-up provision.
In January 2022, the biotech sector has
experienced a further sello driven by investor
fears over inflation and interest rates. The sello
resulted in a NAV per Ordinary Share decrease
of14% as of 31 January 2022. In February 2022,
Russia invaded Ukraine, which resulted in further
turmoil and uncertainty in the global markets.
TheCompany’s NAV per Ordinary Share further
declined by 2% as of 28 February 2022. The
Company does not have any portfolio companies
in the aected regions.
RTW Investments, LP
30 March 2022
2022 Outlook
Most of the headwinds that we faced over the
course of 2021 have either resolved or are far
along in the process. In fact, we are hopeful that
2022 will transition to tailwinds, such as a return
to business as usual at the FDA, multi-year clarity
on drug pricing (should some form of the Build
Back Beer bill pass), and a resurgence in M&A.
Regarding M&A, 2021’s total deal volume of
$109B is down from $169B in 2020 and is the
second lowest in the last eight years. We
speculate that the mix of more aractive
valuations, growing pressure from the coming
wave of patent expirations and an explosion of
Covid related cash will be a potent recipe for
dealmaking in 2022.
IPO performance struggled this year under the
weight of an all-time high 108 oerings. The
average declined ~31% from oer date to YE
2021, aer several years of easy gains for
crossover investors. Activity had already begun to
slow, with 60% of the year’s IPOs taking place in
the first half, and the number of deals in Q4
starting to approach the run-rate that existed
before the mid-2020 boom. The number of small
and relatively illiquid public companies that have
had poor aermarket performance has resulted
in the highest number of companies trading at
<2x cash in history, creating an exciting backdrop
of opportunities for us. We are hopeful this will
lead to the kind of environment that favors those
with strong fundamental analytical capabilities,
and who also have the capital and courage to
deploy aer painful losses. These are two of our
greatest strengths historically that have enabled
us to distinguish ourselves in recoveries, and we
are excited to put them to use.
We think the primary market risks that bear
watching sit largely outside of healthcare and
revolve around equities and the dynamic between
inflation and interest rates, and overall market
volatility due to war in Ukraine. Regardless of what
happens to equities generally, we are quite optimistic
the historically large performance gap between
biotech and the broader markets will narrow.
US Biotech Market Cap <10B
Source: Bloomberg December 2021.
US BiotechIPOs (1994-2021)
Source: RTW Research December 2021.
Biopharma M&A Volume,
2010-2021 ($B)
Figure 7. Biopharma M&A and Deal Capacity
Figure 8. US Biotech IPOs
Figure 9. US Biotech Companies under $10 Billion Market Cap
Deal Capacity $B
(~2.5x 2022E Net Debt to EBITDA)
Charts adopted from JPM research; *PFE includes COVID cash flows in EBITDA calculation;
**M&A deal include transactions >$1B in total value
2021
2020
2018 2019 2016
2017
2014
2015
2012
2013
2010
2011
2008 2009 2006
2007
2004
2005
2002
2003
2000
2001
1997
1998 1999
1994
1993
1995
1996
# companies trading < 2x cash
# companies
# companies
700
500
600
400
300
200
100
–
2021
2020
2018 2019 2016
2017
2014
2015
2012
2013
2010
2011
$350
$300
$200
$250
$214
$56
$33
$102
$66
$125
$220
$88
$243
$284
$169
$109
$100
$150
$50
$0
Average deal volume
ABBV
LLY BMY MRK JNJ PFE*
$100
$60
$80
$12
$14
$36
$41
$83
$96
$40
$20
$0
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
14 15RTW Venture Fund Limited

Transforming
the lives of millions
Engage
2
Engage in deep research
and unlocking value
We developed repeatable internal processes
combining technology and manpower to
comprehensively cover critical drivers of
innovation globally. We seeks to identify
biopharmaceutical and medical technology
assets, ascertained through rigorous
scientific analysis that have a high probability
of becoming commercially viable products
and can dramatically change the course of
treatment and in some cases bring eective
and/or full curative outcomes to patients.
Read more
Strategy in Action, page 23
Identify
1
Identify transformational innovations
We have developed expertise through our
comprehensive study of industry and academic
eorts in targeted areas of significant innovation.
Thanks to the genome, there is more clarity
around the causes of disease. Coupled with
new exciting modalities that can address
genetic diseases in a targeted way, drug
innovation is accelerating.
Read more
Strategy in Action, page 19
Our Long Term Strategy
Our long-term strategy is anchored in identifying sources
of transformational innovations by engaging in a deep scientific
research and rigorous idea generation process, which is
complemented with years of financial investment, company
building, transactional, and legal expertise.
Support
4
Support full lifecycle investment
A key part of our competitive advantage is
the ability to determine at what point in a
company’s life cycle we should support the
target asset or pipeline. As a full lifecycle investor,
we can provide growth capital, creative financing
solutions, capital markets expertise,
or guidance through investing our time and
sharing our collective experience as directors
andstewards of tomorrow’s most exciting and
innovative companies. Taking a long-term full
lifecycle approach and having a true evergreen
structure enables us to avoid pitfalls of structural
constraints of venture-only or public-only
vehicles. Our focus is on becoming the best
investors and company builders we can be,
delivering exceptional results to shareholders
andmaking a positive impact on patients’ lives.
Read more
Strategy in Action, page 31
Build
3
Build new companies around
promising academic licences
We have the capabilities to partner with
universities and in-license academic programs,
by providing capital and infrastructure to
entrepreneurs to advance scientific programs.
Particularly working in rare diseases, oen areas
with lile existing research and treatment options,
means that forming a rare disease-focused
company is a way of shining a light on this space
and creating a roadmap to eventually developing
a curative treatment.
Read more
Strategy in Action, page 27
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Annual Report and Accounts 2021
16 17RTW Venture Fund Limited

Identify
transformational
innovations
Our Strategy in Action
Identify transformational innovations
RTW focuses on identifying transformational
innovations across the life sciences space,
specifically backing scientific programs that
have the potential to disrupt the prevailing
standard of care in their respective
diseaseareas.
NAV
4.3%
2020: 3.9%
Portfolio company ownership
<5%
2020: <5%
The need
It is estimated that about 40,000 Americans suer from
myotonic dystrophy, a rare genetic muscular dystrophy with
no approved treatments.
Mission
Avidity is developing antibody oligonucleotide conjugate (AOC™)
therapeutics, which combines the tissue selectivity of monoclonal
antibodies and the precision of oligonucleotide-based therapeutics
to overcome barriers to the delivery of oligonucleotides and target
genetic drivers of disease.
Status
Avidity’s lead program is in clinical trials for myotonic dystrophy (MD)
and has discovery eorts underway to address additional diseases
of the muscle.
Next milestone
Avidity is expected to share its preliminary Phase 1 clinical trial data
for its lead program in myotonic dystrophy in H1 2022.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
18 19RTW Venture Fund Limited

Our Strategy in Action
Identify transformational innovations
continued
We believe the best way
to create value is by
solving unmet needs
As the global life sciences market experiences
rapid growth, our strategic focus on
addressing unmet patient needs has led to
multiple opportunities for value creation.
Key Achievements Key Statistics
Core portfolio companies
42
2020: 22
Therapeutics
c.86%
2020: c.80%
New companies added in 2021
21
2020: 15
Medtech
c.14%
2020: c.20%
Therapeutic areas addressed
by core portfolio
10
2020: 9
Portfolio companies’ pipeline
products are in clinical stage
programs
44/55
2020: 25/33
Priorities for 2022
As we look ahead to 2022, based on the breadth of opportunities
we have been seeing and continue to see, we expect our eorts will
translate into further capital commitments. The past year has been very
active, and we foresee continuing with a similar investing pace in 2022.
Primary areas of focus remain in genetic medicines, small molecule,
antibody and next generation antibody therapies, rare diseases,
targeted oncology, and medical technologies. We are excited by
advancements we are witnessing in neurology, ophthalmology,
immunology, muscular dystrophies, and cardiovascular and
pulmonary diseases.
Link KPIs
5
Diversified portfolio across multiple therapeutic areas, treatments
modalities and geographies
6
Active and robust pipeline
Link principal risks
3
The Investment Manager relies on key personnel
4
Portfolio Companies may be subject to litigation
6
Clinical Development & Regulatory Risks
8
COVID-19
Innovation Boom
We are living in an era where we are
witnessing innovation accelerating at
a breakneck speed with unparalleled
opportunities for value creation.
The growth of new drug modalities has been
dramatically accelerating. Whilst small molecules
dominated drug development for over 30 years,
antibodies and proteins grew quite gradually for
about 20 years. Over the most recent decade
thenumber of modalities has doubled, and
furthermore in the first two years of this decade
we added as many new modalities as in the
previous ten years.
We are seeing validated technologies, such as
those derived from DNA and RNA science, that
can eectively deliver therapeutic solutions across
large swaths of diseases, resulting in companies
with highly ecient development engines.
We believe there is an opportunity to oer aractive
risk-adjusted returns to shareholders by building
companies that possess unique and heretofore
unrecognized growth opportunities that will benefit
by capitalization, proactive skilled management, and
supportive and sustainable governance practices.
Cheap genetic information
Cheap genetic information has revolutionized the
discovery process, which is yielding validated drug
targets at an unprecedented rate. According to
the National Human Genome Research Institute,
the approximate cost to sequence a human
genome fell to less than $1,000 in 2020. This
reduction in cost has fuelled tremendous
productivity. According to data from the United
States Patent and Trademark Oce, the number
of drug patents has inflected upward since 2010,
which is translating into more new drugs in
company pipelines. Technological applications are
also creating platforms of addressable diseases,
increasing bandwidth, and enabling companies to
target more diseases with superior scientific
accuracy and safety profiles than in previous
generations of drug development.
Market leaders
Market valuation and growth
Although genetically validated targets can
sometimes be addressed by existing traditional
approaches, such as small molecules and
antibodies, in specific tissues it is hard to beat the
speed and ease in which DNA and RNA based
medicines can be developed. Gene therapies also
carry the potential for a one-time cure and RNA
medicines for infrequent injections. The market for
genetic medicine has been growing. According to
Capital IQ, the cumulative market capitalization of
the genetic medicine companies has increased
from $9.4B at the end of 2014 to $202.8B by the
Cumulative market capitalization of the genetic
medicine companies as of 2021
$202.8b
2014: $9.4b
FDA new approved drugs in 2021
60
2020: 59
We bring together, lead, create, compel to action
end of 2021. Genetic medicine includes
companies that use in vivo and ex vivo gene
therapy, genetic editing, sRNA and mRNA based
technologies to develop new treatments.
Looking at just 2021, the FDA approved 60 new
drugs, topping last year’s 59. Approvals by
modality include: RNA for three, novel antibody
technologies for three, and cell therapies for two.
Additionally, mRNA firmly established itself as the
preferred modality for COVID vaccines, and Intellia
demonstrated human proof-of-concept for in vivo
CRISPR, unlocking another new modality in the
bale against disease.
1950’s 1970’s 1980’s 1990’s 2000’s 2010’s 2020’s1960’s
Growth & decline cycles with incremental innovation
New drug modalities are being introduced quicker
Paradigm shis with radical/disruptive innovation
Source: Modified from Kelvin Sto article 2017; RTW research
121110987654321
1950-70s: Small molecule
1980s: Protein, Antibody
2010s: Oligos, Cell & Gene Therapies
2020+: mRNA, Gene Editing, Protein degradation
First-in-human proof-of-concept (POC)
Key
1
1980:
Recombinant Insulin
2
1981:
Recombinant
Growth hormone
4
1985:
1st Monoclonal
Antibody
5
1987:
Recombinant EPO
7
2011:
RNAi
8
2015:
AAV Gene therapy
9
2015:
CAR-T Cell therapy
10
2020:
mRNA Vaccine
11
2020:
Targeted Protein
Degradation
12
2021:
In Vivo Gene Editing
3
1983:
1st Antibody-drug
conjugate
6
2006:
Bispecific antibody
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
20 21RTW Venture Fund Limited

Our Strategy in Action
Engaging in deep research and unlocking value
RTW’s team is comprised of individuals with
medical and advanced scientific training and
legal and banking experience, enabling a
deeply dierentiated approach to research,
idea generation and strategic investment.
NAV
6.6%
2020: 1.3%
Portfolio company ownership
<10%
2020: <20%
The need
We formed JIXING in early 2020, borne out of a two-year study of
innovation, biotechnology, and access to healthcare in China. JIXING
is a Shanghai-based biotechnology company focused on the
development and distribution of innovative US and European drugs
inthe Chinese market.
Mission
JIXING will leverage clinical development and commercial expertise in
the United States and Europe to bring global innovative medicines to
Chinese patients.
Status
JIXING’s pipeline now includes five assets focused on cardiovascular
and ophthalmology conditions with high unmet need through
partnerships with Cytokinetics, Milestone, and Oyster Pharma.
RTW further capitalized JIXING by providing Series B and C funding.
Next catalyst
By working closely with the JIXING team we look to in-license additional
late-clinical stage or commercial stage assets into its growing pipeline
and provide further capital for business operation expansion.
Read more
Portfolio Review, page 40
Engaging in deep
research and
unlocking value
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
22 23RTW Venture Fund Limited

Our Strategy in Action
Engaging in deep research and unlocking value
continued
How we approach
research and investment
We seek to identify biopharmaceutical and
medical technology assets, ascertained
through rigorous scientific analysis, that have
a high probability of becoming commercially
viable products and can significantly improve
patients’ lives.
Key Achievements Key Statistics
Medical conference meetings
aended
147
2020: 115
Medical conference
presentations aended
3,480
2020: 2,000
Private investments
25
2020: 16
Poster presentations captured
6,500
2020: 3,400
Priorities for 2022
Continue expanding institutional data library and research coverage
to track and source the most promising assets globally.
– Private investments deal pace in line with 2020–2021
– Two-thirds of the deals to be in mid-late stage venture and
one-third in new company creation and early stage venture
Link KPIs
1
NAV growth
2
Total shareholder return
3
Premium/discount to NAV
4
Percent of NAV invested in core portfolio companies
6
Active and robust pipeline
Link principal risks
1
Failure to achieve investment objective
2
Counterparty Risk
3
The Investment Manager relies on key personnel
4
Portfolio Companies may be subject to litigation
5
Exposure to global political and economic risks
7
Imposition of pricing controls for clinical products and services
The well-roundedness of the RTW team, strengthened by strong ties
across industry, academia and banking platforms, gives it the ability to
source viable prospective target businesses, capitalise them, and ensure
public-market readiness.
Identify an area of
transformational innovation
We have developed expertise through our comprehensive study
of industry and academic eorts in targeted areas of significant
innovation. We distill opportunities across healthcare through
three distinct lenses: disease areas, scientific technologies,
and genetic analysis.
Identify value and assets
that answer the unmet need
We apply a rigorous approach to idea screening, analysis,
and capital commitment. The process starts with the careful
tracking of transformational events. Examples of such events
include clinical data, regulatory decisions, product launches,
competitive entrants, intellectual property disputes, industry
transformations, distressed situations, and corporate change.
Our analytical approach incorporates the study of historical
data gathered from scientific literature, regulatory agencies,
medical meetings, management teams, and internal expertise.
Select assets with high odds
of becoming approved therapies
We assign probabilities to various outcomes and use
conservative valuation techniques to assign valuations
to the various scenarios.
Identify how RTW can maximizevalue
Opportunities for financial engineering or active involvement
are also considered, such as royalties, SPACs, structured deals,
distress financing, and company formation.
An investment strategy
built for the future
Accelerating
the revolution
in medicine
Leveraging RTW’s research process
for dierentiated idea generation
Our competitive advantage is anchored in our internal idea
generation process, which we have refined over the years. In
ourfocus areas we aspire to achieve a level of research depth
consistent with those making permanent capital decisions,
which means we are generally comparing ourselves to the work
done within large biotech and pharma companies. The process
begins with aending over 100 medical meetings worldwide
each year. Medical conferences are where all meaningful
scientific data are first shared with the scientific community.
Over the years we have built our institutional level database
library, enhanced by technology and data science. This eort
leads us to some of the most promising assets, where we then
seek out the companies or academics behind the projects.
Externally, we also generate ideas in traditional ways, too.
We place high value on building long-term relationships with
management teams and scientists, and enjoy working with our
investment firm peers and other players in our community.
We like to use the analogy that we are organized much like
a business development team at a large biotech company.
Across our team we have doctors, scientists, and drug
development expertise, along with bankers, lawyers and
operators who can execute.
Our rigorous approach to deal sourcing
involves deep research in areas of expertise
The research coverage is structured based on a modality
(i.e.gene therapy, RNA medicine, small and large molecules,
medtech) or a therapeutic area (i.e. rare disease, cancer,
immunology, neurology) with a collaborative, consensus-building
approach of gaining the most comprehensive knowledge, leading
to conviction on the most likely transformational therapies.
We leverage our proprietary in-house research developed over
fieen years of operating in the life sciences sector. RTW has
developed repeatable internal processes combining an
institutional data library, technology, and manpower to
comprehensively cover critical drivers of innovation.
Work with management teams and syndicate partners
We believe in developing long-term relationships with great
entrepreneurs and scientists who are as passionate about
medicine as we are, and working closely with our peers to
support companies at any stage of their lifecycle.
Actively engaging our wide network of doctors, academics and
universities for promising new academic work. We continue to
cultivate relationships with entrepreneurs, principal investigators,
and academic institutions to allow for a wide range of
intelligence gathering of investment opportunities.
Worldwide medical meetings
100+ per year
Proprietary data science & genetics research eorts
Bioinformatics
Collaborative & iterative in-house research
15 year old library
Dialogue with entrepreneurs &academics
300+ meetings per year
Deep ongoing due diligence
100+ per year
Syndicate partner deal flow
50+ per year
Deal flow from capital markets
15 year old library
Dialogue with management teams
1,000+ per year
Only the best investment ideas
Private and public
Figure 1.
Leveraging RTW’s research process for dierentiated idea genration
1
2
3
4
Internal idea generation
External idea generation
Combined idea generation
Key
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
24 25RTW Venture Fund Limited

Build new companies
around promising
academic licenses
Our Strategy in Action
Build new companies around promising
academic licenses
RTW engages in new company formation
around promising academic licenses. We are
well-placed to oer support to early-stage
life sciences companies and NewCos. RTW’s
business and operations teams consist of
members with financial, capital markets, legal,
regulatory, tax, and accounting expertise and
enforces a strong compliance culture.
NAV
13.3%
2020: 41.1%
Portfolio company ownership
<5%
2020: <5%
The need
Rocket is a clinical-stage platform biotechnology company advancing
an integrated and sustainable pipeline of genetic therapies for rare
childhood disorders.
Mission
Rocket’s mission is to develop first-in-class and best-in-class,
curative gene therapies for patients with devastating diseases.
Rocket was born out of a year-long study in gene therapy. In late
2015, Rocket was formed around a single academic license from a
European academic institution. RTW helped Rocket hire a world-class
management team, including CEO Dr. Gaurav Shah and COO Kinnari
Patel, and continued to identify additional targets and licensed four
more academic programs.
Status
Five products are in clinical trials (2020: five)
Two programs in registration-enabling Phase 2 (2020: one).
Medium-term milestones
First global submission
Platform and pipeline expansion.
Read more
Portfolio Review, page 38
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
26 27RTW Venture Fund Limited

Our Strategy in Action
Build new companies around promising academic licenses
continued
How we build
newcompanies
RTW’s business and operations teams
consist of members with financial, capital
markets, legal, regulatory, tax, and
accounting expertise and enforces
astrongcompliance culture.
Key Achievements Key Statistics
New company creation
1
2020: 1
In depth study of China biotech
sector before newco creation
2 years
In-licensing deals for JIXING
and Yarrow
4
2020: 1
Longstanding expertise in
genetic diseases and
oligotherapeutics
10+ years
Funding rounds backed by
RTW in JIXING and Yarrow
in 2021
3
2020: 1
Total newco creations
3
Priorities for 2022
Continue due diligence eorts to in-license additional assets into
JIXING and Yarrow pipeline.
Start a new company creation in the UK.
Link KPIs
5
Diversified portfolio across multiple therapeutic areas,
treatmentsmodalities and geographies
Link principal risks
3
The Investment Manager relies on key personnel
We leverage
collectivegenius
We leverage our proprietary “data-first” research process to
source the highest quality assets across the US, UK, and Europe,
and complement the scientific rigour with years of financial
investment, company building, and transactional expertise.
RTW has a world class infrastructure for supporting new
company creation. Because we have always made exciting
assets the driver of what we work on, over the years we
developed the skills and brought in the talent needed to support
companies regardless of stage. This has made its way into our
own firm DNA, and most of us actually enjoy being creative
on the business side nearly as much as we enjoy science.
Our research approach is collaborative and consensus-based,
led by the team with industry and academic backgrounds,
which sets the tone for exceptional research. We believe that
true value creation takes time and solving for patients’ unmet
needs endures volatile markets.
We have expanded our new ventures team with experienced
venture capitalists and drug developers, as well as capabilities
in data science technology to enhance data management.
Our business team, complemented by experienced investment
bankers and ex consultants, focuses on building targeted
academic relationships in areas of high yield science, managing
the capital markets process and syndicate building, and
becoming a thought leader in the broader healthcare ecosystem.
Core portfolio companies added in 2021
21
2020: 15
Core portfolio businesses supported in 2021
24
2020: 22
Innovative science that gives hope
to transform the lives of millions
The US Market:
RTW has a core focus on the US, with deep
coverage of opportunities from academia to
mid-size public companies. The US Portfolio
Companies reflect a larger pool of opportunities
created by the most robust venture and capital
markets ecosystem.
What this means for investors:
– access to a robust pool of private
and public opportunities
– access to venture and capital markets
that support innovation
The UK & European Market:
RTW has identified and invested in exceptional
British and European scientific assets. It wishes
to contribute to these biotech ecosystems by
injecting capital where needed. It intends to engage
in NewCo creation around promising early-stage
assets by partnering with universities and
in-licensing academic programs as well as through
its proprietary in-house eorts; and providing
financial and human capital to entrepreneurs to
advance scientific programs indevelopment.
What this means for investors:
– access to cuing edge research labs
and academic knowledge
– access to much greater breadth of science
and opportunity
– participation in value creation in local
biotech ecosystem
The China Market:
RTW plans to capture commercialization
opportunities in China by investing across the
venture capital lifecycle from new company
formation to IPO to bringing successful
innovative Western drugs to Chinese patients.
What this means for investors:
– access to Chinese budding biotech market,
innovation and expertise
– an opportunity to establish themselves
in a new market with the scope for
significant growth
RTW Headquarters
RTW Global Investments
RTW Future oces
Key
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
28 29RTW Venture Fund Limited

Our Strategy in Action
Support investments through the lifecycle
Drug development is not a linear process.
There are advancements and setbacks and
we are structured to maximize value creation
at any point beginning with company creation
to late stage venture and into publicly traded
markets. We let the fundamentals and not
market movements dictate our investment.
NAV
2.9%
2020: 1.7%
Portfolio company ownership
<1%
2020: <1%
The need
Immunocore is a UK-based publicly traded biotechnology pioneering
the development of a novel class of T-cell receptor (TCR) bispecific
immunotherapies designed to treat a broad range of diseases,
including cancer, infectious and autoimmune disease. Immunocore
originated with the Investment Manager as a private company when
RTW participated in a $320M Series A round in July 2015,
subsequently supporting Immunocore in Series B and C rounds,
aswell as through its IPO in February 2021.
Mission
Immunocore is developing tebentafusp, a novel bispecific T cell
receptor (TCR) therapy for uveal melanoma, a rare and aggressive
form of melanoma that aects the eye.
In addition, the company is advancing ImmTAX, its proprietary
platform technology of bispecific molecules that have the potential
toovercome the limitations of the natural immune system allowing
apatient’s own T cells to recognise and kill the infected or cancerous
cells via an immune activating eector function.
Status
Tebentafusp was in registrational status as YE 2021 and approved in
January 2022.
Four additional programs in clinic: two Phase 1 trials in oncology and
twoPhase 1 trials in infectious disease (Hepatitis B and HIV).
Next catalyst
Kimmtrak (tebentafusp), a first-in-class TCR therapy, received FDA
approval for uveal melanoma in January 2022.
Support investments
through the lifecycle
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
30 31RTW Venture Fund Limited

Our Strategy in Action
Support investments through the lifecycle
continued
How we support
companies through
thelifecycle
We are full life cycle investors supporting
scientists and entrepreneurs at any stage
wherewe identify opportunity, from academic
programs in need of industry sponsorship all
the way to mature publicly traded companies.
Key Achievements Key Statistics
Number of portfolio
companyIPOs
9
2020: 6
Average step-up from the
time of investment to IPO
1.9x
2020: 1.8x
Together NAV contribution
8%
2020: 15%
NAV in aggregate of 9 (2020: 5)
portfolio companies where we
have a board seat
c.30%
2020: c.48%
Priorities for 2022
Continue supporting existing portfolio companies based on their
capital needs, as well as continue expanding our creative financial
solutions tool kit.
Link KPIs
4
Percent of NAV invested in core portfolio companies
5
Diversified portfolio across multiple therapeutic areas,
treatmentsmodalities and geographies
Link principal risks
5
Exposure to global political and economic risks
Progressing research to
innovation to reality through
collaboration, excellence
and consensus
We support companies through the ups and downs of
the oen challenging journey to bring therapies to patients.
True value realization from transformative products takes time,
and in order to capture that value, it is critical to be involved
and invested in such companies throughout the various
stages of their development and ultimately distribution to
patients. Scientific development rarely follows a linear path
and nor do we, which is why we are always thinking about
the optimal way to support a company.
As a full-life cycle investor, RTW has achieved multiple
successful transaction milestones and provided creative
financial solutions, including successfully creating new
companies around academic licenses, supporting those
companies along the life cycle by taking them public through
reverse mergers, recapitalizations, SPACs, and oering royalty-
backed funding.
RTW has earned a constructive reputation of being deeply
knowledgeable in science, supportive to entrepreneurs
and aligned with the companies for the long term, until the
maximum value of those underlying assets can be achieved.
This has become an earned privilege for us.
44%
56%
Progressed
Same stage
Clinical trial progress
*excludes commercial stage portfolio companies and companies added in 2021.
Stage
Modality Company Name Disease / Tx Area Preclinical Phase 1 Phase 2 Phase 3 Registrational Commercial
Genetic Medicine
Rocket Rare disease
Avidity Rare disease
Encoded Rare disease
Tenaya Cardiovascular
Yarrow Rare disease
Alcyone Rare disease
Antibody
Immunocore Oncology
iTeos Oncology
Prometheus Inflammation
Ventyx Autoimmune
Numab Oncology
Pyxis Oncology
Cell therapy
Artiva Oncology
Kyverna Autoimmune
Umoja Oncology
Targeted protein degradation
C4 Oncology
Monte Rosa Oncology
Lycia Inflammatory
Medtech and Diagnostics
Pulmonx Pulmonary
InBrace Orthodontic
Magnolia Sepsis (inflammatory)
Beta Bionics Type 1 Diabetes
Orchestra Cardiovascular
Ancora Cardiovascular
Prometheus labs Inflammation
Spec Pharma
Nuance Iron deficiency
Small molecule
JIXING Cardiovascular
Milestone Cardiovascular
Tarsus Ophthalmology
Athira Neurology
Landos Autoimmune
Visus Ophthalmology
GH Research Neurology
Neurogastrx GI
Cincor Cardiovascular
Acelyrin Inflammatory
Nikang Oncology
Biomea Oncology
Artios Oncology
Third Harmonic Bio Autoimmune
Clinical stages of the portfolio companies (based on the most advanced program)
44% of portfolio companies have progressed
to the next stage of their clinical trials in 2021.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
32 33RTW Venture Fund Limited

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A business model
built for the future
Our Business Model
What we need to create value
Experienced team
A collaborative team of doctors, academics,
drugdevelopers, coupled with seasoned venture
capitalists, investment bankers, lawyers and
operators with a strong compliance culture.
How we create value
Our purpose drives everything we do
Identify transformative assets with high growth potential across the biopharmaceutical
and medical technology sectors. Driven by our deep scientific understanding and a
long-term approach to supporting innovative businesses, we invest in companies
developing next-generation therapies and technologies that can significantly improve
patients’ lives.
Our purpose
We power
breakthrough
therapies that
transform the lives
of millions.
Transformational innovations
Our long-term strategy is anchored in identifying
sources of transformational innovations by
engaging in a deep scientific research and rigorous
idea generation process, which is complemented
with years of financial investment, company
building, transactional, and legal expertise.
Value creation
Patient benefits
Innovation is the best medicine. We believe solving
unmet patients’ needs is the best way to create value.
RTW’s top 10 most successful investments
since inception commercialized 10 drugs
10
Shareholder
Privileged access to private markets and
bespoke negotiated opportunities.
Total shareholder return since inception
71%
2020: 81%
Portfolio companies
We support teams trying to solve the inevitable
setbacks that occur when introducing a first in
class or disruptive therapy.
66% NAV deployed into 42 core portfolio companies
66%/42
2020: 69% (2020: 22)
RTW Charitable Foundation
Founded as the charitable foundation arm
of RTW, RTWCF partners with organizations
conducting disease research and championing
humanitarian causes.
Number of rare disease grants awarded
across 6 countries
9
Number of community organizations and
research partners have been supported in
responding to COVID needs in New York City
12
Invest in relationships
We focus on identifying transformational
innovations and unmet needs across the life
sciences space, specifically backing scientific
programs that have the potential to disrupt the
prevailing standard of care in their respective
disease areas.
Read more
Strategy in Action, page 18
Deep scientific expertise
We believe in developing long-term relationships
with great entrepreneurs and scientists who are
as passionate about medicine as we are, and
working closely with our peers to support
companies at any stage of their lifecycle.
Read more
Strategy in Action, page 22
Support through the lifecycle
A key part of our competitive advantage is the
ability to determine at what point in a company’s
life cycle we should support the target asset or
pipeline. As a full-life cycle investor, we can
provide growth capital, creative financing solution,
capital markets expertise, or guidance through
investing our time and sharing our collective
experience as directors and stewards of tomorrow’s
most exciting and disruptive companies.
Read more
Strategy in Action, page 30
Read more
Portfolio Review, pages 38 – 42
Global reach
Our priority is to unlock value by advancing
early-stage scientific development and delivering
innovative therapies to patients in need.
Deep scientific expertise
We developed repeatable internal processes
combining technology and manpower to
comprehensively cover critical drivers of
innovation globally to identify biopharmaceutical
and medical technology assets that have a high
probability of becoming commercially viable
products and can dramatically change the
course of treatment outcomes to patients.
Full life cycle investing
Taking a long-term full lifecycle approach and
having a true evergreen structure enables us to
avoid pitfalls of structural constraints of venture-
only or public-only vehicles.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
34 35RTW Venture Fund Limited

New Company Creation
DiscoveryCompany Preclinical Phase 1 Phase 2 Phase 3 Latest financing round
Realising
world-changing
possibilities
Read more
Strategy in Action, page 26
Read more
Portofolio Review, page 38
Read more
Strategy in Action, page 22
Read more
Portfolio Review, page 40
Read more
Portfolio Review, page 42
PUBLIC: RCKT
Market cap
c.$1.4B
SERIES C
SEED
Pipeline progress
FANCONI ANEMIA
ASO TECHNOLOGY
AFICAMTEN
OC02
OC01
ETRIPAMIL
OMECAMTIV MECABRIL
LADI
DANON DISEASE
PKD
IMO
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
36 37RTW Venture Fund Limited

Market cap 2021
$1.4B
2020: $3.5B
NAV invested
13.3%
2020: 41.1%
Portfolio company ownership
<5%
2020: <5%
Link to strategy
1 2 3 4
Rocket’s pipeline is comprised of first-in-
class gene therapies that incorporate both
adeno-associated viral vector (AAV) and
lentiviral vector (LVV) approaches to gene
therapy. They are platform agnostic and
choose each program’s gene therapy
platform based on what is most practical
forthe disorder being targeted.
The need
Rocket is a clinical-stage company advancing an integrated and
sustainable pipeline of genetic therapies for rare childhood disorders.
Mission
Rocket’s mission is to develop first-in-class and best-in-class,
curativegene therapies for patients with devastating diseases.
Status
– Five programs are in the clinical trials
– Two programs in registration-enabling Phase 2
Medium-term milestones
– First global submission
– Platform and pipeline expansion
Preclinical Phase 1
Phase 2/Pivotal Catalyst
Disease area
Fanconi Anemia (LVV)
Q3 2022
Leukocyte Adhesion Deficiency-I (LVV)
Q2 2022
Danon Disease (AAV)
H2 2022
Pyruvate Kinase Deficiency (LVV)
H2 2022
Infantile Malignant Osteopetrosis (LVV)
TBD
RP-A201
RP-L102
RP-A501
RP-L301
RP-L401
Rocket’s pipeline is comprised of first-in-class gene therapies
for rare and devastating, inherited genetic diseases
Identifying unmet patient need
We seek to invest and build companies developing
transformative therapies. Thanks to genome,
disruptive innovation of new modular technologies,
such as RNA medicine and gene therapy, can
addressed undruggable before by older modalities
like small molecules and antibodies.
Forming and building Rocket
Rocket was born out of more than a year-long study
in gene therapy. In late 2015, Rocket was formed
around a single academic license from a European
academic institution. RTW hired a world-class
management team, including CEO Dr. Gaurav Shah,
COO Kinnari Patel, and CMO Dr. Jonathan Schwartz,
and continued to identify additional targets and
licensed four more academic programs.
Supporting Rocket through the lifecycle
RTW completed two private financings,
syndicating both the Series A and Series B rounds,
and took Rocket public through a reverse merger
in January 2018. We believe opportunities exist to
license additional gene therapy academic assets
into the Rocket pipeline in the future. In addition to
our board representation in the company, Rocket’s
generous pipeline diversification of now five clinical
programs creates an aractive risk reward
opportunity, giving us comfort in owning an
outsized position in the company.
Developing first in class gene therapies
Five of Rocket’s clinical programs include four
lentiviral vector-based gene therapies for the
treatment of:
– Fanconi Anemia, a dicult to treat genetic
disease that leads to bone marrow failure
and potentially cancer;
– Leukocyte Adhesion Deficiency-I, a rare
genetic disorder of immunodeficiency in
young children;
– Pyruvate Kinase Deficiency, a rare genetic
disorder aecting red blood cells;
– Infantile Malignant Osteopetrosis, a rare,
severe monogenic bone resorption disorder
characterized by skeletal deformities,
neurologic abnormalities and bone marrow
failure;
– and an adeno-associated virus-based gene
therapy for Danon disease, a devastating,
paediatric heart failure condition.
Rocket’s goal is to have all five clinical programs
become approved first-in-class gene therapies.
The company is aspiring to become the next
“Genentech of gene therapy” and we are looking
forward to supporting them on this journey.
Portfolio Review
Seeking gene
therapy cures
Governance ReportStrategic Report Financial Statements Additional Information
39Annual Report and Accounts 202138 RTW Venture Fund Limited

Portfolio Review
continued
JIXING is a leading biotechnology company
commied to bringing innovative science and
medicines to underserved patients in China.
The need
We formed JIXING in early 2020, borne out of a two-year study of
innovation, biotechnology, and access to healthcare in China. JIXING is a
leading biotechnology company headquartered in Shanghai commied
to bringing innovative science and medicines to underserved Chinese
patients with serious and life-threatening diseases.
Mission
Backed by RTW, JIXING partners with global biotechnology
companies to develop and commercialize novel, innovative
therapeutics to treat unmet medical needs in cardiovascular and
ophthalmic diseases. With a strong and further developing asset
pipeline, industry leading talent, and patient-centric focus, JIXING is
dedicated to delivering a meaningful and lasting impact on patients
in Greater China.
Status
JIXING’s pipeline now includes 5 assets focused on cardiovascular
and ophthalmology conditions with high unmet need through
partnerships with Cytokinetics, Milestone, and Oyster Pharma. RTW
further capitalized JIXING by providing a Series B and C funding.
Named Joseph Romanelli, a former President of Merck’s operations
inChina and a 25-year pharmaceutical industry veteran, as a new
CEO of JIXING.
Next catalyst
By working closely with the JIXING team we look to in-license additional
late-clinical stage or commercial stage assets into its growing pipeline
and provide further capital for business operation expansion.
Latest funding round in 2021
Series C
2020: Series A
NAV invested
6.6%
2020: 1.3%
Portfolio company ownership
<10%
2020: <20%
Pipeline assets in 2021
5
2020: 1
Link to strategy
1 2 3 4
Global multi-center Ph3 Studies (GALACTIC-HF) Completed
FDA Approval recieved October 2021
Ph2b Studies Completed
Ph2 REDWOOD-HCM (dataset released) | To start global Ph3 in Q1 2022
Ph2 to be Initatied in early 2022
Ph2 to be Initatied in early 2022
Ph3 completion in Q3 2022
Ph2 Initiated in Q2 2021
China participated in the Global multi-center Ph3 Studies
Initiate Ph3 and parallel Ph1 Study in 2H 2022
Initiate Ph3 and parallel Ph1 Study in 1H 2024
Ph1 Completed | Joining Global Ph3 in Q2 2022
To be initiated
To be initiated
Initiate Ph3 and parallel PK Study in 2H 2022
To be initiated
Omecamtiv Mecarbil
(cardiac myosin activator)
*JIXING has exclusive Greater China rights
China studies conducted by JIXING
Global studies conducted by partner
Tyrvaya Nasal Spray
(nAChR agonist in
preservative-free formulation)
0C-02 Nasal Spray
(nAChR agonist)
Aficamten
(formerly CK274)
(cardiac myosin inhibitor)
Etripamil Nasal Spray
(short-acting calcium
channel blocker)
HFrEF
Dry eye
disease
Dry eye
disease
oHCM
nHCM
HFpEF
PSVT
Atrial fibrillation
(AFib)
Assets* Indications Pre-clinical Phase 1
Cardiovascular
Ophthalmology
Phase 2 Phase 3 Approval
Disruptive science,
driven by heart
Governance ReportStrategic Report Financial Statements Additional Information
41Annual Report and Accounts 202140 RTW Venture Fund Limited

Operational and
Financial Review
for the year
Market Capitalisation
The Company’s market capitalisation grew from
U$360 million to US$378 million during year. This
was driven by equity issuance and oset by a
decline in the Company’s share price.
Ordinary NAV
The Ordinary NAV of the Company declined from
US$375.3 million to US$363.0 million during the
year. The main driver of the decline was the share
price performance of publicly-listed portfolio
companies, this was partially oset by issuance
of 20.9m shares.
NAV Per Ordinary Share
The 12.8% decline in NAV per Ordinary Share
was primarily driven by the performance of
Rocket share price and the Company’s other
public portfolio companies. There was also a
small positive contribution of approximately 1%
from equity issuance at a premium to NAV
during the year and a reduction in the
performance allocation accrual.
Premium / Discount
The Company’s shares traded on average c. 10%
premium due to market demand during the
reporting period. At the year end, the Company’s
Ordinary Shares were trading at a 4.1% premium
to NAV (2020: 4.1% discount to NAV). The
Company’s NAV for December 2020 moved
sharply higher but was reported in January 2021
resulting in the shares trading at a discount to the
unpublished December NAV in December 2020
and recovering to a premium to the published
December 2020 NAV during 2021.
Total Return to Shareholders
Based on Ordinary NAV
As the Company has not paid dividends,
thenegative total return for the year of -12.8%
(2020: +54.3%) equates to the decline in NAV
perOrdinary Share. There was no performance
allocation triggered during the reporting period
asthe total shareholder return based on ordinary
NAV movements was negative.
Total Return to Shareholders
Based on Share Price
The negative share price return of -5.3% in the
year compared to the NAV movement of -12.8%
was the result of the Company’s shares moving
from a discount to a premium. Nevertheless, the
Company’s shares traded at a premium to NAV
throughout the majority of the period.
Ongoing Charges
The Company’s ongoing charges ratio is
1.78%,calculated in accordance with the AIC
recommended methodology, which excludes
non-recurring costs and uses the average NAV
inits calculation.
Read more
Our Long Term Strategy, page 16
Read more
Principal and Emerging Risks
andUncertainties, page 48
Key Statistics
Market Capitalisation as of 31 Dec 2021
$378M
2020: $360M
Ordinary NAV as of 31 Dec 2021
$363M
2020: $375.3M
Premium to NAV as of 31 Dec 2021
4.1%
2020: -4.1%
Ongoing charges as of 31 Dec 2021
1.78%
2020: 2.10%
Latest funding round in 2021
Seed
NAV invested
0.1%
Portfolio company ownership
<5%
Pipeline assets in 2021
1
Link to strategy
1 2 3 4
Recent advances have enabled and derisked
development of ASO therapeutics for CNS
diseases. Next generation sequencing has
improved diagnosis and patient pool access.
Whilst fundamental understanding of CNS
biologyhas made big strides thanks to improved
sequencing, biochemistry, and imaging
techniques, allowing the deciphering of molecular
mechanisms that cause a disease. Furthermore,
improved potency and performance through
widened medicinal chemistry repertoire and
beer molecular understanding, as well as and
increases number of tractable CNS genetic
targets resulted in substantial improvements
inASO therapeutics design.
Opening up
unrealised potential
Yarrow is an RTW-incubated company
developing antisense oligonucleotide (ASO)
therapeutics for severe, genetically defined
CNS diseases.
The need
There are 100+ genetically-defined CNS diseases tractable antisense
with oligonucleotide (ASO) therapeutics. However, only 7 monogenic
CNS diseases have ASOs in development or approved. Genetically-
defined CNS diseases provide a vast opportunity for new, innovative
ASO therapeutics.
Mission
Yarrow is developing ASO therapeutics for severe, genetically defined
CNS diseases. Yarrow was founded and incubated by RTW team in New
York and is rooted in the firm’s longstanding expertise and commitment
to solving genetic diseases and oligotherapeutics.
Status
Yarow in-licenced its first ASO asset from ProQR. RTW capitalized
Yarrow by providing seed funding.
Next milestone
By working closely with the Yarrow team, we look to expand Yarrow’s
internal R&D capabilities, in-licence additional assets into the growing
pipeline and further capitalize its business and team expansion.
Portfolio Review
continued
Governance ReportStrategic Report Financial Statements Additional Information
43Annual Report and Accounts 202142 RTW Venture Fund Limited

KPIs
Strategic priority Our performance Progress Future intent
Financial KPIs
1. NAV Growth
Relevant strategy:
1 2 3 4
Relevant principal risks
and uncertainties:
1 5 6 8
– Includes performance of the
portfolio companies and cash
management strategy
– Net of all fees and costs
Key factors
– Portfolio performance and
progression through clinical trials
– Cash management
– Capital pool and deployment
– Scientific and financial risks
12.8% Ordinary NAV decline
during the reporting period driven
largely by public companies’ share
price performance
– Achieve superior long-term
capital appreciation; targeting an
annualized total return of 20%
over the medium term
2. Total shareholder return
Relevant strategy:
1 2 3 4
Relevant principal risks
and uncertainties:
1 4 5 6 8
– Indicates performance of
delivering value to the shareholders
Key factors
– Portfolio performance
– Liquidity of RTW.L shares
– General market sentimen
(5.3)% return during the reporting
period (US$1.88 to US$1.78 price
per share)
– Achieve superior long-term
capital appreciation; targeting an
annualized total return of 20%
over the medium term
3. Premium/discount to NAV
Relevant strategy:
1 2 3 4
Relevant principal risks
and uncertainties:
1 4 5
– Indicates the level of
supply and demand for the
Company’s shares
Key factors
– Portfolio performance
– Liquidity of company’s shares
– Governance
The Company traded at an
average premium of c.10% to NAV
during the year.
– Achieve superior long-term
capital appreciation; targeting an
annualized total return of 20%
over the medium term
The Board has identified the following indicators for assessing the
Company’s annual performance in meeting its objectives:
Our Key Performance
Indicators
Strategic priority Our performance Progress Future intent
Financial KPIs
4. Percent of NAV invested in
core portfolio companies
Relevant strategy:
1 2 3 4
Relevant principal risks
and uncertainties:
2 3 5 8
– Indicates level of capital deployment
into core portfolio companies
Key factors
– Level of capital deployment and
investment pace, as well as
funds availability to be deployed
into new portfolio companies or
for follow-on investments into
existing portfolio companies
More than 2 /3 of the NAV
capital deployed into core
portfolio companies
– Identify transformative assets
with high growth potential across
the biopharmaceutical and
medical technology sectors
Non-financial KPIs
5. Diversified portfolio across
geographies and therapeutic
modalities
Relevant strategy:
1 2 3 4
Relevant principal risks
and uncertainties:
2 5
– Measures Company’s
commitment to invest in the
best-in-class science and
innovative assets worldwide
Key factors
– Continue to diversify within life
sciences sector, looking for
opportunities globally and also
support local biotech ecosystems
Portfolio companies’ focus spans
across multiple therapeutic areas,
treatment modalities and
geographies:
– Progress investing and supporting
companies developing next
generation therapies and
technologies that can significantly
improve patients’ lives
6. Active and robust pipeline
Relevant strategy:
1 2 3 4
Relevant principal risks
and uncertainties:
2 5 7 8
– Delivers transformational new
treatments and medical devices
to patients in need
Key factors
– Balance and breadth of the
pipeline across all clinical stages
– Data readouts and progress
through multiple clinical stages
– Commercial opportunity and
competitive landscape
44/55 programs are in clinical stage
capturing a spectrum of early-stage
Phase 1 to late stage Pivotal
– Progress towards delivering
transformational treatments
to patients in areas of high
unmet need
Link principal risks
1
Failure to achieve investment objective
2
Clinical Development & Regulatory Risks
3
The Investment Manager relies on key personnel
4
NAV growth and performance drivers
5
Exposure to global political and economic risks
6
Clinical Development & Regulatory Risks
7
Imposition of pricing controls
8
Impact of COVID-19
Link strategy
1
Identifying
2
Engaging
3
Building
4
Supporting
Read more
Our Long Term Strategy, page 16
Read more
Principal and Emerging Risks andUncertainties,
page 48
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
44 45RTW Venture Fund Limited

Driven by our deep scientific understanding
and a long-term approach to supporting innovative
businesses, we invest in companies developing
next-generation therapies and technologies that
can significantly improve patients’ lives. With this
significant opportunity also come the risk.
Our risk framework is overseen by the Audit
Commiee under delegation from the Board.
Everyone participates in managing the risks,
including the Board, the RTW team, the Company’s
other advisers, and our portfolio companies.
Risk framework
Our risk framework begins with the Board, where
the Board defines risk appetite, oversees the
process to ensure a robust assessment of
principal risks, considers the key risks and
potential future risks, and receives an update at
each Board meeting. A risk register is maintained
that sets out our principal risks and risk appetite.
The RTW team is responsible for day-to-day
operation and oversight of the risk framework.
The RTW team has a culture of transparency,
ensuring that any developments are shared and
addressed eectively with the benefit of input
from the whole team, and reported to the Board
where appropriate. We rely on having highly
experienced personnel to support and manage
issues as they arise.
The Audit Commiee oversees and monitors the
risk framework, including reviewing the risk
register to ensure it properly captures the
principal risks, overseeing the framework for
identifying risks (including potential future risks),
reviewing the ongoing operation and
eectiveness of our control environment to
manage the principal risks we face on an annual
basis, and ensuring that any actions identified are
taken forward by the RTW team. This review
process provides a focus to drive continuous
improvement in our risk processes.
Our long-term strategy is anchored in identifying transformative
assets with high growth potential across the biopharmaceutical
and medical technology sectors.
Risk management structure
Board of Directors
Risk management leadership; risk appetite
Audit Commiee
Review and monitor the risk framework
Other advisers
Risk identification; risk reporting
RTW Team
Risk management is integral to the investment process and financial
management Implementing and monitoring risk controls; risk reporting
Portfolio companies’ management teams
Risk identification and mitigation
Planning for
future growth
Identifying principal risks
We evaluate our principal risks on an ongoing
basis and using both top-down and boom-up
inputs. We also continuously assess for future
risks that could have a potential impact. During
the year the Board and the Investment Manager
had ongoing discussions and reviews to consider
the current and potential risks of the Company.
We were pleased that our principal risks
substantially capture our key strategic risks to the
success of our business model. The discussions
also generated insights into a range of potential
emerging risks and has helped to focus aention
on additional areas for monitoring by the Board
and the Investment Manager.
The RTW team carries out a boom-up review,
considering each of our life science companies
and our internal operations, both as a specific
exercise and on an ongoing basis through our
regular monitoring of our portfolio companies. In
doing this we draw on the underlying assessments
by the management teams of each of our life
science companies. These inputs are brought
together in our risk register, which is reviewed by
the Audit Commiee in detail each year. The
principal risks identified by the Board are set out
on pages 48 to 49. These have not substantially
changed in the last year. The Board also monitors
future risks that may arise, including: the longer-term
risks of changes to US pharmaceutical drug
pricing; US FDA productivity and impact of the
COVID-19 pandemic; and potential long-term
impact of the COVID-19 pandemic on the biotech
sector and portfolio companies.
Risk appetite
The Board is willing to accept a level of risk in
managing our business to achieve our strategic
goals. As part of the risk framework, the Board
reviews the risk appetite in relation to each of the
principal risks, and monitors the actual risk
against that. Where a risk is approaching or
outside the target risk, the Board will consider
the actions being taken to manage the risks.
The Audit Commiee this year carried out a
detailed review of the defined risk types, to
ensure it continues to reflect the understanding
of the Board and accurately reflected the risks
we take. Following that review the Audit
Commiee recommended to the Board that
the risk appetite remained appropriate, and the
Board has accepted that recommendation.
Risks Management
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
46 47RTW Venture Fund Limited

Principal and Emerging Risks
andUncertainties
Under the FCA’s Disclosure Guidance and
Transparency Rules the Directors are required to
identify the material risks to which the Company
is exposed, and the steps taken to mitigate
those risks.
The Company has five categories of risks in its risk
register namely:
– Investment Risks
– Operational Risks
– Governance/Reputational Risks
– External Risks
– Emerging Risks
Risk type Risk description Risk control measure
Investment
1. Failure to
achieve
investment
objective
The Company’s target return on net assets is not guaranteed
and may not be achieved.
The Board will monitor and supervise the Company’s
performance, compared to the target return, similar
investment funds and broader market conditions. Where
performance is unsatisfactory, the Board will discuss the
appropriate response with the Investment Manager.
Operational
2. Counterparty
Risk
The Company has the potential to be exposed to the
creditworthiness of trading counterparties in OTC derivatives
contracts, its prime broker in the event of re-hypothecation of
its investments and any counterparty where collateral or cash
margin is provided or where cash is deposited in the normal
course of business.
The Company uses Goldman Sachs, Morgan Stanley and
Bank of America Merrill Lynch as prime brokers and Cowen,
UBS, Bank of America Merrill Lynch, Goldman Sachs, and
Morgan Stanley as ISDA counterparties. To monitor counter
party risk, the Investment Manager monitors fluctuations in
share prices, percentage changes in daily, monthly, and annual
5-year CDS spreads and S&P credit ratings. If a share price
moves up or down in excess of 20%, the trader at the
Investment Manager is alerted immediately. In case of an alert,
the trader notifies RTW’s Chief Compliance Ocer. There has
been no disruption in operations with the Company’s
counterparties to date. The Company’s bankers are an
oshore branch of Barclays Bank PLC and are also included
inthe Investment Manager’s CDS monitoring program.
Governance/
reputational
3. The Investment
Manager relies on
key personnel
The Investment Manager relies on the founder of RTW,
Roderick Wong M.D. and has a growing team. Roderick Wong
is a key figure at the Investment Manager and will be
extensively involved in investment decisions.
In the event that Roderick Wong was to no longer work for
the Investment Manager or was incapacitated, the Board is
able to terminate the Investment Management Agreement
within 180 days if a suitable replacement has not been found
and would consider whether it was appropriate to wind up
the Company and return capital to shareholders, or to
appoint a new Investment Manager.
4. Portfolio
Companies may
be subject to
litigation
Portfolio Companies may be subject to product liability claims.
Such liability claims would have a direct financial impact and
may impact market acceptance even if ultimately rebued.
The Investment Manager’s due diligence process includes
considering the risk that innovative therapies may have
unforeseen side eects, based on the Investment Manager’s
extensive sector knowledge and experience, and based on
research all published and publicly available information
based on safety concerns.
External
5. Exposure to
global political and
economic risks
It is anticipated that approximately 75% of investments will be
in US companies or licensing agreement with US institutions
and 25% of investments will be made outside of the US. The
Company’s investments will be exposed to foreign exchange,
and global political, economic, and regulatory risks.
The Investment Manager has extensive experience
transacting across the global healthcare marketplace and will
be responsible for identifying relevant events and updating
the investment plans appropriately.
6. Clinical
Development &
Regulatory Risks
New drugs, medical devices and procedures are subject to
extensive regulatory scrutiny before approval, and approvals
can be revoked.
The Investment Manager’s due diligence process includes
the likely aitude of regulators towards a potential new
therapy. The due diligence will also consider the unmet need
of the disease and whether the therapy oers advantages
over the current standard of care. In the current COVID-19
pandemic it is possible that the FDA and other clinical
regulators globally will prioritise therapies, diagnostics and
devices related to this disease which might slow clinical trials.
Risk type Risk description Risk control measure
External
7. Imposition of
pricing controls for
clinical products
and services
Portfolio Company products may be subject to price controls,
price gouging claims and other pricing regulation in the US
and other major markets; or government healthcare systems
may be the major purchasers of the products.
While future political developments cannot be reliably
forecast, the Investment Manager’s due diligence process
includes an assessment of political risk, and the likely
acceptability of the investee’s pricing intentions.
8. COVID-19
As the global pandemic due to COVID-19 enters its third year,
the UK government in common with the US and many other
countries has taken steps to remove the restriction that were
put in place to limit the transmission of the COVID-19 virus.
Whilst the ultimate scope of these measures has been eased
by various degrees across geographies, they have had a severe
impact on the Global Economy, which Governments and the
Central Banks were aempting to oset with both traditional
and unconventional fiscal and monetary policy measures. The
Company’s portfolio will be impacted by any risks emerging
from long term changes in the macroeconomic environment.
The Investment Manager has extensive experience
transacting across the global healthcare marketplace,
andwill be responsible for identifying relevant events
andupdating the investment plans appropriately.
Emerging
9. Inflation
The unprecedented level of fiscal and monetary stimulus
thathas been applied to the global economy has caused US
inflation to surge to a 40-year high and resulted in sharp falls in
the share prices of technology firms without current earnings.
The compounding creation of value through innovation in
thebiotechnology sector, in which the Investment Manager
invests, outweighs the singular and/ or short-term adjustment
to valuation levels arising from changes in discount rates as
aresult of rising inflationary expectations.
This may lead to reduced demand for the Company’s shares. The Investment Manager holds investments that have current
earnings and cash-flows and has a significant exposure to
phase 3 products which have a high probability of achieving
cash-flows in the near-term.
10. Availability
of capital
A record number of Biotech IPOs occurred in 2021 and
arecordnumber of companies are trading at <2x than their
cash balances, implying that the market believes that not
allcompanies will survive.
The Investment Manager is experienced in identifying
potential in companies that have strong fundamentals at
aractive valuations that create an asymmetric and aractive
risk/reward profile.
The Board reviews the financing status of the Company’s
private portfolio with the manager at each valuation meeting.
11. Ukraine Invasion
The Invasion of Ukraine by Russia has led to the imposition of
harsh sanctions on Russia and substantial restrictions on the
ability to transact in Russian securities and trade with Russian
companies. These sanctions and the corresponding impact on
commodity and transport costs have the potential to delay the
global economic recovery from Covid-19.
The Investment Manager has confirmed that the Company has
no direct or indirect exposure to Russian securities or assets.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
48 49RTW Venture Fund Limited

Realising a robust
and resilient company
Longer Term Viability Statement
Assessing the prospects of the Company
The corporate planning process is underpinned
by scenarios that encompass a wide spectrum
of potential outcomes. These scenarios are
designed to explore the resilience of the
Company to the potential impact of significant
risks set out below.
The scenarios are designed to be severe but
plausible and take full account of the availability
and likely eectiveness of the mitigating actions
that could be taken to avoid or reduce the impact
or occurrence of the underlying risks and which
would realistically be open to management in the
circumstances. In considering the likely
eectiveness of such actions, the conclusions of
the Board’s regular monitoring and review of risk
and the Investment Manager’s internal control
systems, as discussed on page 46, is taken into
account.
The Board reviewed the impact of stress testing
the quantifiable risks to the Company’s cash
flows as detailed in risk factors 1-5 in the previous
pages and concluded that the Company, would
have sucient working capital to fund its
operations in the following extreme scenario:
(1) The Company incurred NAV losses of 39% of
NAV over a three-year period ending 28
February 2025.
(2) No new capital was raised.
(3) $110m of private investments were funded from
cash and by selling public portfolio investments.
To provide some context for this scenario the
worst-case annual losses for the NASDAQ
Biotech Index (NBI) in the last 10 years were 8.9%
in 2018 and 21.4% in 2016 respectively. The
Company’s three-year loss scenario exceeds the
cumulative impact of both of these worst-case
years of 28.3% spread over three years. The
annualized volatility of the NBI index for the last 10
years is 25% so an annual loss of 40% or more is
only likely to occur every twenty years if the index
returns are normally distributed. As there have
been no consecutive losing years for the NBI in
recent history a cumulative loss of between
28.3% and 40% is therefore assumed to be a
reasonable stress test.
The Board considers that this stress testing-
based assessment of the Company’s prospects
is reasonable in the circumstances of the
inherent uncertainty involved.
The period over which we confirm
longer term viability
Within the context of the corporate planning
framework discussed above, the Board has
assessed the prospects of the Company over
a three-year period ending 28 February 2025.
Whilst the Board has no reason to believe the
Company will not be viable over a longer period,
given the inherent uncertainty involved, the
period over which the Board considers it
possible to form a reasonable expectation as
to the Company’s longer term viability, based
on the stress testing scenario planning discussed
above, is the three year period to February 2025.
This period is used for the Investment Manager’s
business plans and has been selected because
it presents the Board and therefore readers of
the Annual Report with a reasonable degree of
confidence whilst still providing an appropriate
longer term outlook.
Confirmation of longer term viability
The Board confirms that it has carried out a
robust assessment of the emerging and principal
risks facing the Company, including those that
would threaten its business model, future
performance, solvency or liquidity.
Based upon the robust assessment of the
principal and emerging risks facing the Company
and its stress testing-based assessment of the
Company’s prospects, the Board confirms that it
has a reasonable expectation that the Company
will be able to continue in operation and meet its
liabilities as they fall due over the period to
February 2025.
On behalf of the Board
William Simpson
Chairman
30 March 2022
Stakeholder group Methods of engagement Benefits of engagements
Shareholders
The major investors in the Company’s shares are
set out on page 57.
Continued access to capital is vital to the
Company’s longer term growth objectives, and
therefore, in line with its objectives, the Company
seeks to maintain shareholder satisfaction through:
– Positive risk-adjusted returns
– Continuous portfolio updates communication.
The Company engages with its shareholders through
the issue of regular portfolio updates inthe form
of RNS announcements and quarterly factsheets.
The Company provides in-depth commentary on
the investment portfolio, corporate governance
and corporate outlook in its Annual and Interim
Reports and financial statements.
In addition, the Company, through its brokers
andInvestment Manager underw and
prospective investors to solicit their feedback,
understand any areas of concern, and share
forward looking investment commentary.
The Board receives quarterly feedback from its
brokers in respect of their investor engagement
and investor sentiment.
In the financial year the Company issued:
– 26 portfolio updates by way of RNS
– 12 monthly NAV announcements by way
ofRNS
– Fact sheets on a quarterly basis
– Annual and Interim Reports.
Through its roadshows and broker outreach,
theCompany has met with 150+ investors/
prospective investors.
Service providers
The Company does not have any direct employees;
however, it works closely with a number of service
providers (the Investment Manager, Administrators,
secretaries, auditor, third party valuation agent,
brokers and other professional advisers).
The independence, quality and timeliness of
their service provision is critical to the success
of the Company.
The Company has identified its key service
providers and on an annual basis undertakes a
review of performance based on a questionnaire
through which it also seeks feedback.
Furthermore, the Board and its sub-commiees
engage regularly with its service providers on a
formal and informal basis.
The Company will also regularly review all
material contracts for service quality and value.
The feedback given by the service providers
isused to review the Company’s policies and
procedures to ensure open lines of
communication, and operational eciency.
Portfolio Companies
The Company has currently invested in 42 Portfolio
Companies which are set out on page 10.
The Investment Manager engages on a regular
basis with its portfolio companies in order to
conduct regular on-going due diligence and to
meet obligations if the Investment Manager holds
a board seat.
Honesty, fairness and integrity of the
management teams of the portfolio companies
are vital to the long-term success of the
Company’s investments.
Community & Environment
The Company does not have any direct employees.
The Company aims to minimize its
environmental footprint.
The Company and the Directors minimise
airtravel by making maximum use of video
conferencing for Company related maers.
Climate change impact
The Company does not anticipate any material
impact to its business model from climate change.
RTW Charitable Foundation
RTW Charitable Foundation was created by the
Investment Manager so that RTW can apply its
work in the community and help patients in
instances when there is limited potential for
commercial gain.
RTW Charitable Foundation represents an
extension of the Investment Manager’s mission
where its research process helps RTW identify
important causes of human suering, and
introduces the firm to individuals and
organizations trying to make a dierence.
To the research grant recipients, RTW Charitable
Foundation oers not only financial support, but
also guidance gleaned from RTW’s experience in
drug development and company building.
Beyond research, RTW Charitable Foundation
oers support to humanitarian causes, initiatives
that raise disease awareness and programs with
a direct patient impact.
Engaging with Stakeholders
(Section172)
Section 172 of the Companies Act 2006 applies
directly to UK domiciled companies. Nonetheless
the AIC Code requires that the maers set out in
section 172 are reported on by all companies,
irrespective of domicile, provided this does not
conflict with local company law.
Section 172 recognises that directors are
responsible for acting in a way that they
consider, in good faith, is the most likely to promote
the success of the Company for the benefit of
its shareholders as a whole. In doing so, they are
also required to consider the broader implications
of their decisions and operations on other key
stakeholders and their impact on the wider
community and the environment.
Key decisions are those that are either material
to the Company or are significant to any of the
Company’s key stakeholders. The Company’s
engagement with key stakeholders and the key
decisions that were made or approved by the
Directors during the year are described below.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
50 51RTW Venture Fund Limited

Governance
Report
Governance Report
54 Biographies of Directors
56 Report of the Directors
58 Corporate Governance Report
61 Statement of Directors’ Responsibilities
62 Directors’ Remuneration Report
64 Report of the Audit Commiee
Environmental, Social
andCommunity Issues
As an investment company, the Company does
not have any employees or physical property, and
most of its activities are performed by other
organisations. Therefore, the Company does not
combust fuel and does not have any greenhouse
gas emissions to report from its operations, nor
does it have direct responsibility for any other
emission producing sources.
Responsible Investing
The Board believes that all companies have a
duty to consider their impact on the community
and the environment. Three of the four Directors,
the Administrator, Company Secretary and
external auditor are all based in Guernsey and
Board meetings are held in Guernsey, thus
negating the need for long commutes or flights
to/from Board meetings, and thereby minimising
the negative environmental impact of travel to/
from Board meetings.
The Investment Manager’s approach to investment
in life sciences companies is comprised of goals
and principles that are aligned specifically with our
mission to power breakthrough therapies that
transform the lives of millions, to find cures for
diseases, and improve quality of life. RTW invests in
and supports companies developing life-
transforming therapies and technologies for
patients alicted with disease and disability. As a
guiding principle, we prioritize overall positive impact
on patients and long-term meaningful outcomes to
society. We believe that staying aligned with RTW’s
founding principles is the foundation of our success
and enables us to make socially conscious and
responsible investments in life sciences companies.
RTW Charitable Foundation
RTW has also created the RTW Charitable
Foundation so that we can apply our work in the
community and help patients in instances when
there is limited potential for commercial gain.
While improving human health on a global scale
is its own fulfilment, RTWCF allows RTW to bring
hope to those with the rarest of diseases but
whose suering we find no less aecting.
Environmental, Social
andCommunity Issues
Governance ReportStrategic Report Financial Statements Additional Information
53Annual Report and Accounts 202152 RTW Venture Fund Limited

Leaders that
are shaping
our future
Leadership
The leadership team consists of highly experienced professionals and
business experts with profound understanding of the dynamics of the
industry, at both a local and international level.
Board meetings and main subjects discussed in 2021
Corporate strategy
Finance
Structure and capital
Risk management and internal control
Corporate governance and ESG
Women
Men
Board diversity
William Simpson
Chairman – Guernsey resident
Biography
William Simpson is the Chairman and an
independent director based in Guernsey
providing services to investment and other
financial services companies. William has over
30years’ experience within the financial services
industry. He previously practiced law in the
course of which he advised on the establishment
of a wide range of investment funds and related
maers. William graduated in law from Leeds
University and first qualified as an English
barrister. William is a member of the Guernsey
Bar. William also holds directorships at Ninety
One Premier Funds PCC Limited, Handelsbanken
Alternatives Fund Limited, AHL Strategies PCC
Limited, Man AHL Diversified PCC Limited and
Alpha Real Trust Limited.
Date of appointment
2 October 2019
Board meetings aended
7/ 7
Commiee chair
Management Engagement Commiee
Commiee membership
Audit Commiee
Nomination Commiee
Remuneration Commiee
Biographies of Directors
Paul Le Page
Chairman of the Audit Commiee
– Guernsey resident
William Sco
Chairman of the Nomination and Remuneration
Commiee – Guernsey resident
Stephanie A. Sirota
Non-Executive Director – non-UK resident
Biography
Paul Le Page is a former Executive Director and
Senior Portfolio Manager of FRM Investment
Management Limited, a subsidiary of Man Group,
and holds non-executive directorships at a
number of London Stock Exchange listed
investment funds. Mr. Le Page is Audit Commiee
Chair of Bluefield Solar Income Fund Limited and
was previously Audit Commiee Chair of UK
Mortgages Limited, Thames River Multi Hedge
PCC Limited and Cazenove Absolute Equity
Limited. Mr. Le Page has 18 years’ Audit
Commiee chair experience within the
closed end investment fund sector and has
a broad-based knowledge of the global
investment industry and product structures.
Mr Le Page graduated from University College
London and later received an MBA from Heriot
Wa University. He originally qualified as a
Chartered Engineer and led the development of
clinical diagnostic instrumentation and soware
and robotic sample preparation equipment prior
to commencing a career in finance.
Biography
William Sco serves as an independent
non-executive director of a number of investment
companies and funds. From 2003 to 2004,
Mr. Sco worked as Senior Vice President with
FRM Investment Management Limited, now part
of Man Group. Previously (from 1989–2002),
Mr. Sco was a portfolio manager and laerly a
director at Rea Brothers (which became part of
the Close Brothers group in 1999 and where he
was a director of Close Bank Guernsey Limited)
and before that Assistant Investment Manager
with the London Residuary Body Superannuation
Scheme (1987-1989). Mr. Sco graduated from
the University of Edinburgh in 1982 and is a
Chartered Accountant having qualified with
Arthur Young (now EY) in 1987. Mr. Sco also
holds the Securities Institute Diploma and is a
Chartered Fellow of the Chartered Institute for
Securities & Investment. He is also a Chartered
Wealth Manager. His other directorships include
Axiom European Financial Debt Fund Limited and
Worsley Investors Limited, both of which are
listed on the Premium Segment of the London
Stock Exchange.
Biography
Stephanie A. Sirota, serves as a Partner and
ChiefBusiness Ocer at RTW Investments, LP.
Ms. Sirota is responsible for strategy and oversight
ofthe firm’s business development, strategic
partnerships, communications, and investor
relations. Her background in investment banking
and expertise in financial markets has helped
position the firm as both a partner to life sciences
companies and a steward of investors’ capital.
Shealso manages RTW’s relationships with key
partners including banks, academic institutions,
corporations, investors, and NGOs and has led the
firm’s entry into the UK and European markets.
Ms. Sirota has a decade of deal experience in
financial services. Prior to joining the Investment
Manager, from 2006 to 2010, she served as a
director at Valhalla Capital Advisors, a macro and
commodity investment manager. From 2000 to
2003, Ms. Sirota worked in the New York and
London oces of Lehman Brothers, where she
advised on various mergers and acquisitions, IPOs,
and capital market financing transactions with a
focus on cross-border transactions for the firm’s
global corporate clients. She began her career
onthe Fixed Income trading desk at Lehman
Brothers, structuring derivatives for municipal
issuers from 1997 to 1999. Ms. Sirota graduated
with honours from Columbia University and also
received a Master’s Degree from the Columbia
Graduate School of Journalism. She has
contributed to Fortune Magazine and ABCNews.
com and is a supporter of the arts, science, and
children’s initiatives. She serves as Co-Chairman
of the Council of the Phil at the New York
Philharmonic and as President of RTW Charitable
Foundation. Ms. Sirota serves as Vice President
ofCorporate Strategy and Corporate
Communications of Health Sciences Acquisitions
Corporation 2 (HSAC2) and served in the same
role at Health Sciences Acquisitions Corporation
(HSAC) until December 2019.
Date of appointment
2 October 2019
Board meetings aended
7/ 7
Commiee chair
Audit Commiee
Commiee membership
Nomination Commiee
Remuneration Commiee
Management Engagement Commiee
Date of appointment
3 October 2019
Board meetings aended
7/ 7
Commiee chair
Nomination Commiee
Remuneration Commieee
Commiee membership
Audit Commiee
Management Engagement Commiee
Date of appointment
2 October 2019
Board meetings aended
7/ 7
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
54 55RTW Venture Fund Limited

Report of the Directors
The Directors hereby submit the annual report
and audited financial statements for the
Company for the year ended 31 December 2021.
Principal activities
Further information on the principal activities of
the Company can be found on pages 101 to 102.
Business review
A review of the Company’s business and its likely
future development is provided in the Chairman’s
Statement on pages 2 to 3. The underlying
investments of the Company are reviewed in the
Investment Manager’s Report on pages 4 to 15.
Results and distributions
The results of the Company for the year are
shown in the audited statement of operations
onpage 83.
The Net Asset Value of the Company as at
31December 2021 was US$387.4 million (2020:
US$412.6 million).
For the year ended 31 December 2021, the
Company recorded a net total return based
onNAV per share of -12.8 per cent.
No dividends or distributions were paid during
the years ended 31 December 2021 and 31
December 2020. The Company does not
anticipate paying any dividends on its Ordinary
Shares, as it intends to re-invest proceeds
received from Portfolio Company sales or
distributions. There have been no material
changes in the Company’s dividend policy from
that disclosed in the prospectus published
by theCompany on 14 October 2019.
Capital Structure
The Company was incorporated as a limited
liability corporation in Delaware on 16 February
2017. The Company was subsequently re-
domiciled to Guernsey as a non-cellular company
limited by shares under the Companies Law on
2 October 2019 with registered number 66847.
On 30 October 2019, all of the issued Ordinary
Shares of the Company were listed and admied
to trading on the Specialist Fund Segment of the
LSE under ticker symbol: RTW. On 6 August 2021
the Company successfully completed the
migration and was admied to listing on the
Ocial List of the FCA and to trading on the
Premium Segment of the London Stock
Exchange plc’s Main Market. The application for
admission was approved by shareholder vote at
the extraordinary general meeting held on 30 July
2021. The Company also introduced an additional
market quote for the shares on the LSE
denominated in GBP under ticker “RTWG”.
There were no changes to the legal form or
nature of the Ordinary Shares nor to the reporting
currency of the Company’s financial statements
(which remain in US Dollars).
The Board believes the Premium Segment of
theMain Market is the most appropriate platform
forthe continued growth of the Company by
increasing RTW Venture Fund’s profile, broadening
its shareholder register, adding sterling
denomination, and facilitating the Company’s
eligibility for inclusion in the FTSE UK Index Series.
As at 31 December 2021, the Company’s issued
share capital was 212,389,138 Ordinary Shares
and 1 Performance Allocation Share. There are
no shares held in treasury.
Further issues of shares will only be made if
the Directors determine such issues to be in the
best interests of shareholders and the Company
as a whole. Relevant factors in making such
determination include net asset performance,
share price rating, perceived investor demand
and any regulatory restrictions. In the case of
further issues of Ordinary Shares (or sales of
Ordinary Shares from treasury), such Ordinary
Shares will only be issued at prices that are not
less than the NAV per Ordinary Share announced
as of the end of the immediately preceding
month in which such Ordinary Shares are
being issued.
Directors’ authority to issue shares
Subject to the Company’s Articles of Association,
the Directors have the power to issue an
unlimited number of shares.
Authority to buy back shares
The current authority of the Company to
make market purchases of up to 30,586,670
Ordinary Shares (being 14.99 per cent. of the
issued Share Capital) as authorised at the AGM
of the Company on 22 June 2021. At the AGM
scheduled to take place on 21 June 2022,
the Board will seek to renew such authority.
Any buy back of Ordinary Shares will be made
subject to Companies Law and within any
guidelines established from time to time by the
Board and the making and timing of any buy
backs will be atthe absolute discretion of the
Board and not atthe option of the shareholders.
Ordinary Shares will only be repurchased at a
price which, aer repurchase costs, represents
a discount to the Net Asset Value per Ordinary
Share and where the Directors believe such
purchases will enhance shareholder value.
Such purchases will also only be made in
accordance with the Listing Rules of the UK
Listing Authority which provide that the price
to be paid must not be more than 5 per cent
above the average of the middle market
quotations for the Ordinary Shares for the five
business days before the shares are purchased
unless previously advised to shareholders.
In accordance with the Company’s Articles
and Companies Law, up to 10 per cent. of the
Company’s Ordinary Shares may be held as
treasury shares. The Company has not held
any Ordinary Shares in treasury at any time.
Directors’ authority to buy shares
The Company has adopted a share dealing code
for the Board and will seek to ensure compliance
by the Board with the terms of the share dealing
code. The share dealing code is compliant with
the UK Market Abuse Regulation.
Relations with shareholders
The Board welcomes shareholders’ views and
places great importance on communication with
its shareholders. The Company’s Annual General
Meeting provides a forum for shareholders to
meet and discuss issues with the Directors of the
Company. The Chairman and other Directors are
also available to meet with shareholders at other
times, if required. In addition, the Company maintains
a website which contains comprehensive
information (www.rtwfunds.com/venture-fund),
including company notifications, share information,
financial reports, monthly NAVs, investment
objectives and policy, investor contacts and
information on the Board and corporate governance.
Further information on relations with shareholders
and other stakeholders can be found in Engaging
with Stakeholders (Section 172) on page 51.
Annual General Meeting
The Annual General Meeting (“AGM”) of the
Company will be held on 21 June 2022 at 1st Floor,
Royal Chambers, St Julian’s Avenue, St Peter Port,
Guernsey GY1 3JX. Details of the resolutions to be
proposed at the AGM, together with explanations,
appear in the Notices of Meetings which are
being sent to shareholders in due course.
Members of the Board, including the Chairman
and the Audit Commiee Chairman, will be in
aendance at the AGM and will be available to
answer shareholder questions.
Major Shareholders
As at 31 December 2021 and 29 March 2022, insofar as is known to the Company, the following parties
were interested, directly or indirectly, in 5 per cent. or more of the Ordinary Shares in issue:
Shareholder
Shareholding
(Ordinary Shares) % Holding Nature of Holding
Bluestem Partners, LP 34,093,156 16.05 Direct
Roderick Wong 29,218,773 13.76 Indirect
Ducasse Group Limited 18,361,456 8.65 Direct
Details of the voting rights can be found on page 98.
Corporate Brokers
On 11 February 2022, Merrill Lynch International
(BofA Securities) was appointed as corporate
broker and financial adviser to the Company.
BofA Securities and J.P. Morgan Cazenove
have been appointed to act as joint brokers
for the Company.
Change of control
There are no agreements that the Company
considers significant and to which the Company
is party that would take eect, alter or terminate
upon change of control of the Company
following a takeover bid.
Principal and emerging risks and
uncertainties
The Company’s assets consist of investments
inpromising therapies and technologies in the
pharmaceutical industry. There is inherent
uncertainty in the long-term viability of
developing biopharmaceutical technologies and
whether these technologies can translate
scientific theory into commercially viable business
opportunities. Its principal and emerging risks are
therefore related to the particular circumstances
of the businesses in which it is invested. The
Company seeks to mitigate these risks through
active asset management initiatives and carrying
out due diligence work on potential targets
before entering into any investments.
Each Director is aware of the risks inherent in the
Company’s business and understands the
importance of identifying, evaluating and
monitoring these risks. The Board has adopted
procedures and controls that enable it to
manage these risks within acceptable limits and
to meet all of its legal and regulatory obligations.
The Board considers the process for identifying,
evaluating and managing any significant risks
faced by the Company on an on-going basis and
these risks are reported and discussed at Board
meetings. It ensures that eective controls are in
place to mitigate these risks and that a
satisfactory compliance regime exists to ensure
all applicable local and international laws and
regulations are upheld. Particular aention has
been given to the eectiveness of controls to
monitor liquidity risk, asset values and
counterparty exposure.
For each material risk, the likelihood and
consequences are identified, management
controls and frequency of monitoring are
confirmed and results reported and discussed
atthe quarterly Board meetings and through
updating of the Company’s risk matrix.
Anextraction of the highest rated risks post
mitigation forms the basis of the Principal and
Emerging Risks and Uncertainties disclosure
inthe Strategic Report on pages 48 – 49.
The financial risks of the Company are discussed
in Note 8 to the financial statements.
The Company’s other risk factors are fully
discussed in the Company’s prospectus,
available on the Company’s website
(www.rtwfunds.com/venture-fund) and
should be reviewed by Shareholders.
Going concern
In forming a view on whether the Company is a
going concern, the Directors have considered the
following factors:
– A three-year stressed cash-flow forecast
prepared by the Investment Manager for the
purposes of assessing viability;
– A viability and going concern memorandum
from the Investment Manager taking into
account the impact of COVID-19 and Russia’s
invasion of Ukraine on the Company’s business
model and operations (please see the Longer
Term Viability Statement on page 50);
– The Company’s ability to raise additional capital
both during and aer the current financial
year-end.
Aer making enquiries and given the nature of
the Company and its investments, the Directors
are satisfied that it is appropriate to continue to
adopt the going concern basis in preparing the
financial statements, and, aer due consideration,
the Directors consider that the Company is able
to continue for the foreseeable future.
On behalf of the Board
William Simpson
Chairman
30 March 2022
Shareholdings of the Directors
Directors’ shareholdings in the Company are
disclosed in the Directors’ Remuneration Report.
Directors’ appointment, tenure and
re-election, and Directors’ remuneration
Directors’ appointment, tenure and re-election
and Directors’ remuneration are disclosed in the
Directors’ Remuneration Report.
Articles of Incorporation
The Company’s Articles may only be amended
by special resolution of the shareholders and if
the amendment aects the rights of the holders
of Ordinary Shares, by a separate resolution of
such holders only.
Key service providers
Independent auditor
KPMG Channel Islands Limited (“KPMG”) have
been appointed to serve as the Company’s
auditor. In such capacity, the auditor is
responsible for auditing and expressing an
opinion on the financial statements of the
Company in accordance with applicable law and
auditing standards.
Investment Manager
The Directors are responsible for the
determination of the Company’s investment
policy and have overall responsibility for the
Company’s business activities. The Company
and the Investment Manager have entered into
the Investment Management Agreement (as
amended, supplemented or modified from time
to time), pursuant to which the Investment
Manager has been appointed as the Company’s
investment manager and has been delegated
the authority and responsibility to manage the
Company’s investment portfolio. The fees
payable to the Investment Manager are
disclosedin Note 10.
Administrator and Sub-Administrator
On 1 February 2021, Elysium Fund Management
Limited was appointed as Administrator, taking
over the administration, corporate secretarial,
corporate governance and compliance services
from Ocorian Administration (Guernsey) Limited
(see Note 11). Further, from 1 February 2021
Morgan Stanley Fund Services USA LLC
wasappointed to serve as the Company’s
Sub-Administrator.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
56 57RTW Venture Fund Limited

Corporate
Governance Report
The Board recognises the value of sound
corporate governance and, in particular, has
regard to the requirements of the UK Code
(available from the FRC’s website, www.frc.org.uk).
The Company is a registered closed-ended
investment scheme pursuant to the POI Law, and
the Registered Collective Investment Schemes
Rules 2021 issued by the GFSC. The GFSC Code
applies to all companies that hold a licence from
the GFSC under the regulatory laws or which are
registered or authorised as Collective Investment
Schemes, which includes the Company. The GFSC
has stated in the GFSC Code that companies
which report against the UK Code or the AIC Code
are deemed to meet the GFSC code, and need
take no further action.
The Company’s prospectus dated 14 October
2019 stated that the Company will be in
compliance with the UK Code. The Company
isamember of the AIC and the Board of the
Company has accordingly considered, and
resolved to follow, the principles and
recommendations of the AIC Code (available
from the AIC’s website, www.theaic.co.uk).
The AIC Code addresses all the principles set out
in the UK Code, as well as seing out additional
principles and recommendations on issues that
are of specific relevance to investment
companies such as the Company. The Board
considers that reporting against the principles
and recommendations of the AIC Code (which
incorporates the UK Code) provides beer
information to shareholders whilst meeting the
requirements of the GFSC Code.
For the reasons set out in the preamble to the
UKCode, the Board considers certain of these
provisions are not relevant to the position of the
Company as an externally managed investment
company. In particular, all of the Company’s
day-to-day management and administrative
functions are outsourced to third parties. As a
result, the Company has no chief executive or
any executive directors, employees or internal
operations and has therefore not reported further
in respect of these provisions.
The Directors recognise the value of the AIC
Code and have taken appropriate measures to
ensure that the Company has complied and
continues to comply, as far as possible given the
Company’s size and nature of the business, with
the AIC Code, except as set out below:
Senior Independent Director – Provision 14 of
the AIC Code states a Board should consider
appointing one Independent Non-Executive
Director to be the Senior Independent Director.
Having taken into account its small size and that
the Chairman and two of the other three Directors
are each similarly independent and non-executive,
the Board considers it unnecessary to appoint
such a Senior Independent Director. All members
of the Board are available to shareholders if they
have unresolved concerns.
The Board is aware of the Hampton-Alexander
Review target to have 33% of FTSE board
positions held by women by 2020 and notes that
it currently only achieves 25% female
representation. The future growth of the Board
will be linked to the growth of the Company’s
shareholder base as the Board is mindful of the
need to manage the Company’s fixed costs
whilst it is relatively small. Both gender and ethnic
diversity factors will be considered by the Board
when making any new appointments or replacing
current Board members.
The Board and its Commiees
The Board monitors developments in corporate
governance to ensure the Board remains aligned
with best practices, especially with respect to the
increased focus on diversity (see the Directors’
Remuneration Report).
The Directors of the Company at the date of this
report are William Simpson (Chairman and Chair
of the Management Engagement Commiee),
Paul Le Page (Chair of Audit Commiee), William
Sco (Chair of the Nomination and Remuneration
Commiee) and Stephanie Sirota. The Board
believes the current Board members have the
appropriate qualifications, experience and
expertise to manage the Company. The
Director’s biographies can be found on page 54.
The Board meets at least on a quarterly basis. The
dates for each scheduled meeting are planned at
the beginning of the year and confirmed in writing
in accordance with the Company’s articles of
incorporation. Meetings for urgent issues may be
and are convened at short notice if all Directors
are informed. In addition to formal Board and/or
commiee meetings and, to the extent practicable
and appropriate, the Directors maintain close
contact with each other, the Investment Manager
and the Administrator, by email and conference
calls, for the purpose of keeping themselves
informed about the Company’s activities. The
Board requires information to be supplied in a
timely manner by the Administrator and other
advisors in a form and of a quality appropriate
toenable it to discharge its duties.
The Board has delegated certain responsibilities
to its Audit Commiee, Management
Engagement Commiee and Nomination
and Remuneration Commiee (together the
“Commiees”). Given the size and nature of the
Board it is felt appropriate that all independent
Directors are members of the Commiees.
The roles and responsibilities of the Commiees
are set out in the terms of reference and are
summarised below.
Items are discussed and, as appropriate, maers
are endorsed, approved or recommended to the
Board by the Commiees. The chairman of each
of the Commiees provides the Board with a
summary of the main discussion points at the
commiee meeting and any decisions made by
the commiee along with any recommendations
which require Board approval.
The Board may also delegate certain functions
toother parties; in particular the Directors may
delegate to the Investment Manager. However,
the Directors retain responsibility for exercising
overall control and supervision of the Investment
Manager. Maers reserved for the Board include,
amongst others, approval and oversight of the
Company’s investment activities by ensuring
that the Company has complied with its
investment restrictions. The Board also reviews
the performance of the Company against its
target return (as defined in the Prospectus) and,
in light of the current market conditions, considers
the strategy taken by the Investment Manager.
Approval of the Annual and Interim Reports,
announcements, and dividends are also
reserved for the Board.
Audit Commiee
The Company has an Audit Commiee with
formally delegated duties and responsibilities within
wrien terms of reference. Further information on
the Audit Commiee is included in the Report of the
Audit Commiee on pages 64 to 67.
Management Engagement Commiee
The Management Engagement Commiee is
chaired by William Simpson. The commiee
currently consists of William Simpson, William
Sco and Paul Le Page. The Management
Engagement Commiee meets at least once
a year pursuant to its terms of reference, which
are available on the Company’s website
www.rtwfunds.com/venture-fund.
The Management Engagement Commiee
provides a formal mechanism for the review of the
performance of the Company’s advisers, including
the Investment Manager. It carries out this review
through consideration of a number of objective and
subjective criteria and through a review of the terms
and conditions of the advisers’ appointments with
the aim of evaluating performance, identifying any
weaknesses and ensuring value for money for the
Company’s shareholders.
Nomination and Remuneration Commiee
The Nomination and Remuneration Commiee is chaired by William Sco. The commiee currently consists of William Sco, William Simpson and Paul Le
Page. The Nomination and Remuneration Commiee meets at least once a year pursuant to its terms of reference, which are available on the Company’s
website www.rtwfunds.com/venture-fund.
Further information of the Nomination and Remuneration Commiee, Board diversity and Directors’ remuneration are provided in the Directors’ Remuneration
Report on pages 62 to 63.
Board meeting aendance
The Board meets at least four times a year, with further ad hoc Board and Board Commiee meetings as required. Between meetings, there is regular
contact with the Secretary and the Company’s Broker, as necessary.
The aendance record of the Directors for the year is set out below:
Director
Scheduled Board
Meetings
1
Audit Commiee
Meetings
Management
Engagement
Commiee Meetings
Nomination and
Remuneration
Commiee Meetings
William Simpson 7/7 5/5 1/1 1/1
Paul Le Page 7/7 5/5 1/1 1/1
William Sco 7/7 5/5 1/1 1/1
Stephanie Sirota
2
7/7 n/a n/a n/a
(1)
Nine ad hoc Board meetings that were held in the year have not been included in this total.
(2)
Ms Sirota is not a member of the Audit Commiee, Management Engagement Commiee or Nomination and Remuneration Commiee, however from time to time she is invited to aend and did so during
the year.
Board performance and evaluation
In accordance with Provision 26 of the AIC Code,
the Board is required to undertake a formal and
rigorous evaluation of its performance on an
annual basis. Such an evaluation of the
performance of the Board as a whole and the
Chairman is carried out under the mandate of the
Board in the form of self-appraisal questionnaires
and a detailed discussion to determine
eectiveness and performance in various areas
aswell as the Directors’ continued independence.
The performance and eectiveness of the
Directors is assessed annually having regard to
the specific responsibilities of each Director as
described in their service agreements.
To date, the Board has not engaged in the use
ofan external facilitator. The Directors believe that
the current mix of skills, experience, ages and
length of service of the Directors is appropriate to
the requirements of the Company. With any new
director appointment to the Board, induction
training will be provided.
Directors’ conflicts of interest
All of the Directors are non-executive. William
Simpson and William Sco are directors of a
number of funds managed by members of the
Man group of companies. Paul Le Page was
employed by Man Group until 31 December 2019
and was a director of the investment managers
of those funds. None of the Directors were
responsible for the appointment of the others,
the decision in respect of which was made by
anindependent party. Having considered the
information disclosed above, the Board have
concluded that William Simpson, Paul Le Page,
and William Sco remain independent under
provision 10 of the AIC Code. The Board
considers Messrs Simpson, Le Page and Sco
asindependent of each other and free from any
business or other relationship that could
materially interfere with the exercise of their
independent judgment. The Board when taken
as a whole is independent of the Investment
Manager. Ms Sirota is a Board representative
ofthe Investment Manager and is therefore
notconsidered independent.
The Chairman of the Board must be independent
and is appointed in accordance with the
Company’s articles of incorporation. Mr Simpson’s
independence is evaluated annually and he is
considered to be independent because he:
– has no direct or indirect current or historical
employment with the Investment Manager; and
– has no current directorships in any other
entities for which the Investment Manager
provides services.
Duties and responsibilities
The Board has overall responsibility for
maximising the Company’s success by directing
and supervising the aairs of the business and
meeting the appropriate interests of shareholders
and relevant stakeholders, while enhancing the
value of the Company and also ensuring the
protection of investors. A summary of the Board’s
responsibilities is as follows:
– statutory obligations and public disclosure;
– strategic maers and financial reporting;
– risk assessment and management including
reporting, compliance, governance, monitoring
and control; and
– other maers having a material eect on the
Company.
The Board is responsible to shareholders for the
overall management of the Company. The Board
has adopted a Schedule of Maers Reserved for
the Board which sets out the particular duties of the
Board, which demonstrates the seriousness with
which it takes its fiduciary responsibilities. Such
reserved powers include decisions relating to the
determination of investment policy and approval of
changes in strategy, capital structure, statutory
obligations and public disclosure, and entering
intoany material contracts by the Company.
The Directors have access to the advice and
services of the Administrator, which is
responsible to the Board for ensuring that Board
procedures are followed and that it complies with
Companies Law and applicable rules and
regulations of the GFSC and the LSE. Where
necessary, in carrying out their duties, the
Directors may seek independent legal or other
professional advice and services at the expense
of the Company. As a result of the use of
professional service providers and the nature of
the Company’s operations, the Company does
not have any employees.
The Company maintains appropriate Directors’
and Ocers’ liability insurance in respect of legal
action against its Directors.
The Board’s responsibilities for the Annual Report
are set out in the Directors’ Responsibilities
Statement on page 61. The Board is also
responsible for issuing appropriate Interim
Reports and other price-sensitive public reports.
The primary focus at Board meetings is to review
the Company strategy, investment performance
and associated maers such as share price
discount/premium management, investor relations,
peer group information, gearing and industry
issues and to consider recommendations from
the Audit Commiee and other commiees of
the Board, as appropriate.
Internal control and financial reporting
The Directors acknowledge that they are
responsible for establishing and maintaining the
Company’s system of internal control and
reviewing its eectiveness. Internal control systems
are designed to manage rather than eliminate the
failure to achieve business objectives and can only
provide reasonable but not absolute assurance
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
58 59RTW Venture Fund Limited

against material misstatements or loss. The
Directors review all controls including operations,
compliance and risk management. The key
procedures which have been established to
provide internal control are:
– The Board monitors the actions of the
Company and undertakings of any external
consultant as appointed by the Company at
regular Board meetings and is given frequent
updates on developments arising from the
operations and strategic direction of the
underlying investee companies. The Board has
also delegated administration and company
secretarial services to the Administrator;
however, it retains accountability for all
functions it delegates.
– The Board clearly defines the duties and
responsibilities of the Company’s agents and
advisers and appointments are made by the
Board aer due and careful consideration. The
Board monitors the ongoing performance of
such agents and advisers and will continue to
do so.
– The Administrator maintains a system of
internal control on which they report to the
Board. The Board has reviewed the need for an
internal audit function and has decided that the
systems and procedures employed by the
Administrator provide sucient assurance that
a sound system of risk management and
internal control should, which safeguards
shareholders’ investment and the Company’s
assets. An internal audit function specific to the
Company is therefore considered unnecessary.
The systems of control referred to above are
designed to ensure eectiveness and ecient
operation, internal control and compliance with
laws and regulations. In establishing the systems
of internal control, regard is given to the materiality
of relevant risks, the likelihood of costs being
incurred and costs of control.
The need for an internal audit function is
discussed in the Report of the Audit Commiee.
Listing requirements
The Company was a private unlisted investment
vehicle throughout 2018 and, until admission to
the SFS on 30 October 2019, was not subject
tocompliance with any corporate governance
codes, laws, rules or regulations ordinarily
applicable to public companies listed on
anEUregulated market.
Following Initial admission to the SFS on 30 October
2019 and subsequent admission to trading on the
Premium Segment of the London Stock Exchange,
the Company became subject to the Prospectus
Rules, the Disclosure Guidance and Transparency
Rules (as implemented in the UK through the
Financial Services and Markets Act 2000 of the
United Kingdom, as amended), the Market Abuse
Regulation and the admission and disclosure
standards of the London Stock Exchange.
Since admission to the SFS and subsequent
admission to trading on the Premium Segment of
the London Stock Exchange, the Company has
complied with the applicable Listing Rules.
Common Reporting Standard and Tax
Reporting Requirements
The Common Reporting Standard formerly the
Standard for Automatic Exchange of Financial
Account Information, became eective on 1
January 2016. CRS is an information standard for
the automatic exchange of information
developed by the Organisation for Economic
Co-operation and Development. CRS is a
measure to counter tax evasion and it builds
upon other information sharing legislation, such
as FATCA, the UK-Guernsey Intergovernmental
Agreement (“UK-Guernsey IGA”) for the
Automatic Exchange of Information, and the
European Union Savings Directive. Under the
UK-Guernsey IGA, certain disclosure
requirements may be imposed in respect of
certain shareholders in the Company who are,
orare entities that are controlled by one or more,
residents of the United Kingdom. In addition,
under FATCA, the Company is required to make
certain disclosures and reports to further
compliance with the legislation’s requirements.
Itis the Company’s policy to comply with
applicable requirements under CRS, the
UK-Guernsey IGA and FATCA.
AIFMD
The Directors have considered the impact of
AIFMD on the Company and its operations. The
Company is a non-EU domiciled Alternative
Investment Fund and the Investment Manager
has been appointed as the Company’s non-EU
AIFM. As the Company is managed by a non-EU
AIFM, only a limited number of provisions of
AIFMD apply. The Investment Manager has made
the notifications or applications and received,
where relevant, approvals for the marketing of the
Ordinary Shares to “professional investors” (as
defined in AIFMD) in the United Kingdom.
Anti-Bribery and Corruption Policy
The Board has a zero-tolerance approach to
instances of bribery and corruption and has
reiterated its commitment to carry out business
fairly, honestly and openly. Accordingly, it
expressly prohibits any Director or associated
persons, when acting on behalf of the Company,
from accepting, soliciting, paying, oering or
promising to pay or authorise any payment,
public or private, in the United Kingdom or abroad
to secure any improper benefit for themselves or
for the Company. The Investment Manager has
also adopted a zero-tolerance approach to
instances of bribery and corruption. The Board
insists on strict observance with these same
standards by its service providers in their
activities for the Company and continues to
refine its process in this regard.
Criminal Finances Act
The Board has a zero-tolerance commitment
topreventing persons associated with it from
engaging in criminal facilitation of tax evasion.
The Board expects the same of its service
providers and will not work with service providers
that it knows do not demonstrate the same
zero-tolerance commitment to preventing
persons associated with it from engaging in
criminal facilitation of tax evasion.
Environment, Employees, Human Rights
and Social Maers
The Company has an investment management
contract with the Investment Manager. The
Company has no employees and all of its
Directors are non-executive, with day-to-day
activities being carried out by third party service
providers. There are therefore no disclosures to
bemade in respect of its employees. Further,
because the Company is a closed-ended
investment company with no employees, its
environmental impact is minimal. The Board notes
that the companies in which the Company invests
directly or indirectly may have an environmental,
employee, human rights or social impact of which
the Board has no visibility or control.
The UK Modern Slavery Act
The Board conducts the business of the
Company ethically and with integrity, and has a
zero-tolerance policy towards modern slavery in
all its forms. As the Company has no employees,
all its Directors are non-executive and all its
functions are outsourced, there are no further
disclosures to be made in respect of employees
and human rights. The Board notes that the
companies in which the Company invests directly
or indirectly may have employee, community,
human rights or social impacts of which the
Board has no visibility or control.
Litigation
So far as the Directors are aware, no litigation
orclaim of material importance is pending or
threatened against the Company.
On behalf of the Board
William Simpson
Chairman
30 March 2022
Statement of Directors’
Responsibilities
The Directors are responsible for preparing the
Annual Report and financial statements in
accordance with applicable law and regulations.
The Companies Law requires the Directors to
prepare financial statements for each financial
year. Under that law, the Directors have elected
to prepare the financial statements in
accordance with accounting principles generally
accepted in the United States of America and
applicable law.
Under the Companies Law, the Directors must
not approve the financial statements unless they
are satisfied that they give a true and fair view of
the state of aairs of the Company and of its
profit or loss for that period. In preparing these
financial statements, the Directors are required to:
– Select suitable accounting policies and then
apply them consistently;
– Make judgements and estimates that are
reasonable, relevant and reliable;
– State whether applicable accounting standards
have been followed, subject to any material
departures disclosed and explained in the
financial statements;
– Assess the Company’s ability to continue as
agoing concern, disclosing, as applicable,
maers related to going concern; and
– Use the going concern basis of accounting
unless liquidation is imminent.
The Directors confirm that they have complied
with the above requirements in preparing the
financial statements.
The Directors are responsible for keeping proper
accounting records that are sucient to show and
explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the Company and enable them to
ensure that its financial statements comply with
the Companies (Guernsey) Law, 2008. They are
responsible for such internal control as they
determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error, and
have general responsibility for taking such steps
as are reasonably open to them to safeguard the
assets of the Company and to prevent and detect
fraud and other irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate and
financial information included on the Company’s
website (www.rtwfunds.com/venture-fund).
Legislation in Guernsey governing the preparation
and dissemination of financial statements may
dier from legislation in other jurisdictions.
Responsibility Statement
The Directors who hold oce at the date of
approval of this Director’s Report confirm that so
far as they are aware, there is no relevant audit
information of which the Company’s auditor is
unaware, and that each Director has taken all the
steps he ought to have taken as a director to
make himself or herself aware of any relevant
audit information and to establish that the
Company’s auditor is aware of that information.
We confirm that to the best of our knowledge:
– the financial statements, prepared in
accordance with the applicable set of
accounting standards, give a true and fair view
of the assets, liabilities, financial position and
profit or loss of the Company;
– the Strategic Report contained in the Annual
Report includes a fair review of the
development and performance of the business
and the position of the Company together with
a description of the principal risks and
uncertainties that they face;
– the Annual Report and audited financial
statements, taken as a whole, are fair, balanced
and understandable and provide the
information necessary for shareholders to
assess the Company’s performance, position,
business model and strategy; and
– the Annual Report and audited financial
statements includes information required by
the FCA for the purpose of ensuring that the
Company complies with the provisions of the
Listing Rules and the Disclosure Guidance and
Transparency Rules of the FCA.
The responsibility statement was approved by
the Board of Directors on 30 March 2022 and
was signed on behalf of the Board.
On behalf of the Board
William Simpson
Chairman
30 March 2022
Paul Le Page
Director
30 March 2022
Corporate Governance Report
continued
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
60 61RTW Venture Fund Limited

Directors’
RemunerationReport
The Nomination and Remuneration Commiee
has been established to consider the
appointment and reappointment of Directors and
ensure that the Company maintains fair and
appropriate remuneration policies and controls.
The Nomination and Remuneration Commiee
comprises all the independent Directors of the
Company and is chaired by William Sco.
The Company is not required to present a
Directors’ Remuneration Report, and this report
does not purport to meet all of the requirements
of a typical listed UK company’s Directors’
Remuneration Report, but has been provided as
the Directors believe that it may be useful to users
of this annual report and financial statements.
The Company has no employees and hence no
executive directors. Directors do not have service
contracts, but are appointed under leers of
appointment, copies of which are available upon
request from the Company Secretary and will be
available for inspection at the AGM.
Regarding nomination, the Nomination and
Remuneration Commiee’s remit is to review
regularly the structure, size and composition of
the Board, to give full consideration to succession
planning for Directors, to keep under review the
leadership needs of the Company and be
responsible for identifying and nominating for the
approval of the Board, candidates to fill Board
vacancies as and when they arise.
Board diversity
No specific diversity parameters have been set
as the Board believes that all appointments
should be made on merit and taken in the
context of skills, knowledge and experience
required for an eective Board. However, it is the
Company’s policy to give careful consideration
toissues of Board balance and diversity when
making new appointments.
The Board believes the current Board members
have the appropriate qualifications, experience
and expertise to manage the Company. The
Director’s biographies can be found on page 54.
Tenure policy
Each Director retires at each Annual General
Meeting subsequent to his or her election and is
eligible for re-election by the Company at such
Annual General Meeting.
A Director who retires at an Annual General Meeting
may, if willing to continue to act, be elected or
re-elected at that meeting. If, at a general meeting
at which a Director retires, the Company neither
re-elects that Director nor appoints another person
to the Board in their place, the retiring Director shall,
if willing to act, be deemed to have been re-elected
unless at the general meeting it is resolved not to fill
the vacancy or unless a resolution for the re-
election of the Director is put to the meeting and
not passed.
In accordance with the AIC Code, if and when
any Director has been in oce (or upon
re-election would at the end of that term, be in
oce) for more than nine years, or in the case of
the Chairman ten years, the Company will
consider whether there is a risk that such
Director might reasonably be deemed to have
lost independence through such long service.
The Chairman, Mr Le Page and Ms Sirota
havebeen members of the Board since their
appointment on 2 October 2019. Mr Sco was
appointed on 3 October 2019.
Termination policy
Should a Director not be re-elected by Shareholders,
or retires from oce under the Articles of
Incorporation, the appointment shall be terminated
with immediate eect and without compensation.
A Director may resign at any time by notice in
writing to the Board in accordance with the
Articles of Incorporation.
The Company may terminate a Director’s
appointment with immediate eect should the
Director have:
– Commied any serious breach or (aer
warning in writing) any repeated or continued
material breach of their obligations to the
Company; or
– Been guilty of any act of dishonesty, fraud or
serious misconduct or any conduct which (in
the reasonable opinion of the Board) tends to
bring the Director or Company into disrepute.
Succession policy
The Board gives full consideration to succession
planning, including the succession of the Chairman
and Directors in the course of its work, taking into
account the challenges and opportunities facing
the Company, and what skills and expertise are
therefore needed on the Board in the future.
Overboarding policy
To ensure that each Director has sucient time
to meet their responsibilities to the Company, the
Board has adopted an overboarding policy which
outlines its expectations regarding the time
commitments of the Directors.
Should a Director wish to take on an additional
external directorship of a London listed, or
equivalent, company, or is anticipating a
significant increase in time commitment of an
existing appointment, details must be provided to
the Chairman (or, if the Chairman is taking on the
external directorship, the Chairman of the Audit
Commiee) for approval prior to accepting the
external directorship or additional time commitment.
The Director should:
– Confirm that the external directorship or
change in time commitment is not in conflict
with the Company;
– Provide an estimate of the time commitment
required;
– Confirm that they have sucient surplus
capacity to meet their commitments to the
Company; and
– Confirm that no commercial conflict of interest
is likely to arise or be perceived to arise.
To assist in the Chairman’s decision, on an ongoing
basis, at each Board meeting, the Directors confirm
that they continue to have sucient time capacity
and disclose their other directorships at each
quarterly meeting of the Company.
Remuneration policy
The Directors shall be remunerated at such a rate
as the Directors shall determine provided that the
aggregate amount of such fees shall not exceed
US$300,000 per annum. However, at the
Company’s AGM to be held on 21 June 2022, in
accordance with Article 28.1.1 of the Company’s
Articles, shareholder approval is sought to
increase the total aggregate amount of Directors’
fees that may be paid in any financial year (“Fee
Cap”) by US$200,000, from US$300,000 to
US$500,000 (or the applicable currency
equivalent thereof). It is proposed that the
increase in the Fee Cap will take eect from the
date of the AGM. The current Fee Cap of
US$300,000 was approved by shareholders at
the time of the IPO of the Company and its listing
on the SFS of the LSE in October 2019. The
Company has subsequently moved the listing of
its shares to the Premium Segment of the Ocial
List. The Board is conscious that it needs to
ensure that it has the right skills and experience
appointed to the Board to best support the
Company’s growth and its strategic plans and
priorities over coming years. Accordingly, in order
to ensure that the Company maintains the ability
to pay competitive fees and aract and retain
high calibre Directors, the Board is seeking to
increase the Fee Cap to US$500,000. The
proposed increase would also provide
appropriate headroom to accommodate any
future market-based adjustments to Directors’
fees and increases to the composition of the
Board. The Board does not expect to utilise the
full amount of the proposed Fee Cap in the short
to medium term and there is no intention to
adjust the remuneration of existing Board
members except where future reviews identify a
material change of duties, or benchmarking
against comparable investment companies
indicates that such changes are appropriate to
remain in line with market levels.
In seing the level of each non-executive
Director’s fee, the Company had regard to: the
time commitments expected; the level of skill and
experience of each Director; and the current
market and levels of companies of similar size
and complexity. Following this evaluation, the
Board determined that the fees set out in this
remuneration policy were appropriate.
Under the terms of their appointments as
non-executive Directors, the Directors are entitled
to the following annual fees:
William Simpson GBP50,000
Paul Le Page GBP40,000
William Sco GBP35,000
Stephanie Sirota US$42,000
All of the Directors are also entitled to be paid all
reasonable expenses properly incurred by them
in aending general meetings, Board or
commiee meetings or otherwise in connection
with the performance of their duties. The Board
may determine that additional remuneration may
be paid, from time to time, to any one or more
Directors in the event such Director or Directors
are requested by the Board to perform extra or
special services on behalf of the Company. The
Directors do not participate in any discussions
relating to their own fee, which is determined by
the other Directors.
The Company does not pay any remuneration to
the Directors for loss of oce.
On termination of the appointment, Directors
shall only be entitled to such fees as may have
accrued to the date of termination, together with
reimbursement in the normal way of any
expenses properly incurred prior to that date.
Annual report on remuneration
Service contracts obligations and payment on loss of oce
No Director has a service contract with the Company and, as such, no Director is entitled to
compensation payments upon termination of their appointment or loss of oce.
Total remuneration paid to each Director
During the year ended 31 December 2021 the US Dollar equivalent of Directors’ remuneration that
waspaid was as follows:
31 December
2021 (US$)
31 December
2020 (US$)
William Simpson
68,941 71,600
Paul Le Page
55,153 57, 285
William Sco
48,259 49,990
Stephanie Sirota
42,000 42,000
Total
214,353 220,875
All of the above remuneration relates to fixed annual fees. The remuneration of each of the Directors
other than Ms Sirota is fixed in pounds sterling (as set out in the first table on this page) and the US
Dollar equivalent set out above may vary in accordance with fluctuations in the pound/US Dollar
exchange rate.
Directors are not eligible for bonuses, share options or long-term incentive schemes or other
performance-related benefits. There are no pension arrangements in place for the Directors of the
Company. Accordingly, there were no other items in the nature of remuneration, pension entitlements
or incentive scheme arrangements which were paid or accrued to the Directors during the year.
Directors’ shareholdings in the Company
Directors of the Company and their beneficial interests in the Company as at 31 December 2021 are
detailed below:
Director
Number of Shares
% Holding
31 December
2021
% Holding
31 December
2020
31 December
2021
31 December
2020
William Simpson
150,000 100,000 0.07 0.05
Paul Le Page 103,000 103,000 0.05 0.05
William Sco 150,000 100,000 0.07 0.05
Stephanie Sirota 1,000,000 763,004 0.47 0.40
On behalf of the Board
William Sco
Chairman of the Nomination
and Remuneration Commiee
30 March 2022
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
62 63RTW Venture Fund Limited

Paul Le Page
Chairman of the Audit Commiee
Composition
The Audit Commiee, chaired by Paul Le Page,
operates within clearly defined terms of reference
which include all maers indicated by DTR 7.1 and
the AIC Code. Its other members are William
Simpson and William Sco. The Chairman of the
Company is a member of the Audit Commiee
but does not chair it. His membership of the
Audit Commiee is considered appropriate due
to: the lack of perceived conflict; the small size of
the Board; and because the Directors consider
that he continues to be independent.
Only independent Directors can serve on the
Audit Commiee and members of the Audit
Commiee must have no current links with the
Company’s external auditor and must be
independent of the Investment Manager. The
Audit Commiee can request the aendance
ofthe Investment Manager, the auditors or any
service provider at its meetings.
The Board has taken note of the requirement that
at least one member of the Audit Commiee
should have recent and relevant financial
experience and is satisfied that the Audit
Commiee is properly constituted in that respect,
with all members being highly experienced and,
in particular one member has a background as a
chartered accountant.
The Board has also considered the inclusion of the
Company Chairman within the Audit Commiee
and, having considered that the Chairman is
independent and non-executive, believes it
appropriate for the Chairman to be a member.
The performance of the chairman of the Audit
Commiee is reviewed on an annual basis and
the membership of the Audit Commiee and its
terms of reference are kept under regular review.
‘‘
I present the Audit Commiee’s report for
financial year ended 31 December 2021, seing
for the Audit Commiee’s structure, duties,
andactivities during the reporting period.”
Report of the
Audit Commiee
Responsibilities
The duties of the Audit Commiee in discharging its
responsibilities include reviewing: the Interim Report;
the Annual Report; the valuation of the Company’s
investment portfolio; the system of internal controls;
and the terms of appointment of the external
auditor together with their remuneration.
The Audit Commiee is the formal forum through
which the external auditor reports to the Board of
Directors. The objectivity of the external auditor is
reviewed by the Audit Commiee, which also
reviews the terms under which the external
auditor is appointed to perform non-audit
services and the fees paid to the external auditor
or their aliated firms overseas.
The main duties of the Audit Commiee are:
– Giving full consideration and recommending to
the Board for approval of the contents of the
Interim Report and Annual Report and
reviewing the external auditor’s report thereon;
– Reviewing the scope, results, cost
eectiveness, independence and objectivity of
the external auditor;
– Reviewing the dra valuation of the Company’s
investments prepared by the Investment Manager,
and making a recommendation to the Board
on the valuation of the Company’s investments;
– Reviewing and recommending to the Board for
approval of the audit, audit related and
non-audit fees payable to the external auditor
and the terms of their engagement;
– Reviewing and approving the external auditor’s
plan for the annual audit and interim review;
– Reviewing the appropriateness of the
Company’s accounting policies;
– Ensuring the standards and adequacy of the
service provider’s control systems;
– Reviewing and considering the UK Code, the
AIC Code and the FRC Guidance on Audit
Commiees; and
– Reviewing the risks facing the Company and
monitoring the risk matrix.
The Audit Commiee is required to report its
findings to the Board, identifying any maers on
which it considers that action or improvement is
needed, and make recommendations on the
steps to be taken.
The external auditor is invited to aend the Audit
Commiee meetings at which the Interim Reports
and Annual Reports are considered and at which
they have the opportunity to meet with the Audit
Commiee without representatives of any external
consultant as appointed by the Investment
Manager being present at least once a year.
Financial reporting
The primary role of the Audit Commiee in relation
to financial reporting is to review with the
Administrator, any external consultant as appointed
by the Investment Manager and the external
auditor, the appropriateness of the Interim Reports
and Annual Reports, concentrating on, amongst
other maers:
– the quality and acceptability of accounting
policies and practices;
– the clarity of the disclosures and compliance with
financial reporting standards and relevant financial
and governance reporting requirements;
– material areas in which significant judgements
have been applied or there has been
discussion with both any external consultant as
appointed by the Investment Manager and the
external auditor;
– whether the Annual Report, taken as a whole, is
fair, balanced and understandable and provides
the information necessary for shareholders to
assess the Company’s performance, business
model and strategy; and
– any correspondence from regulators in relation
to the Company’s financial reporting.
To aid its review, the Audit Commiee considers
reports from the Investment Manager and any
external consultant as appointed by the
Investment Manager and also reports from the
external auditor on the outcomes of its interim
review and annual audit.
Meetings
The Audit Commiee meets no less than twice
a year in Guernsey, at such other times as the
Audit Commiee Chairman shall require, and
meets the external auditor at least once a year
in Guernsey. The Audit Commiee met five times
in the year ended 31 December 2021.
The maers discussed at these meetings were:
– Review of the terms of reference of the Audit
Commiee to confirm that they are
appropriate to the business of the Audit
Commiee and the current regulatory
environment in which the Company operates;
– Semi-annual reviews of the valuations of the
Company’s investments;
– Review of the accounting policies and format
of the financial statements;
– The relationship with the external auditor;
– Discussion and approval of the fee for the
external audit;
– Consideration of the requirement for an
internal audit function;
– Consideration of and recommendations to
theBoard regarding the appointment of
third-party service providers and the adequacy
of their arrangements; and
– Review of the Company’s key risks and
internal controls.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
64 65RTW Venture Fund Limited

Primary area of judgement
The Audit Commiee determined that the key risk of
misstatement of the Company’s financial statements
related to the valuation of investment in securities, at
fair value, in the context of the judgements
necessary to evaluate current fair values.
As outlined in Note 2 to the financial statements
of the Company, the total carrying value of the
Company’s investments in securities at fair value
as at 31 December 2021 was US$409.2 million
(2020: US$390.8 million), of which US$92.9
million (2020: US$47.2 million) related to private
company investments. Market quotations will be
available for those financial assets that are listed
and traded and have an active market quote.
For private company investments, the value of the
Company’s investments is based on the value of the
relevant underlying investee companies as
determined by the Investment Manager. The
valuation of the Company’s private and restricted
investments and the methodology used for the year
end valuation and constitution of the Investment
Manager’s Valuation Commiee was discussed with
the Investment Manager and with the external
auditor at a Board meeting held on 26 January 2022,
and the Independent Valuer, as appointed by the
Investment Manager, carries out a valuation
semi-annually on the private company investments.
The Company values investment in private
investment companies using the net asset values
provided by the underlying private investment
companies as a practical expedient. The Company
applies the practical expedient to its private
investment companies on an investment-by-
investment basis and consistently with the
Company’s entire position in a particular investment,
unless it is probable that the Company will sell a
portion of an investment at an amount dierent from
the NAV of the investment.
The Audit Commiee has reviewed the valuation
papers prepared by the Investment Manager.
The Investment Manager confirmed to the Audit
Commiee that the valuation methodology had
been applied consistently during the year. Aer
reviewing the scope and results of the work of
the external auditor, the Audit Commiee
concluded that they had not identified any
material errors or inconsistencies.
The external auditor explained the results of
itsaudit work on the valuations, including its
challenge of management’s underlying projections,
the economic assumptions, illiquidity discounts and
prices used. On the basis of its audit work, there
were no material adjustments proposed to those
valuations as approved by the Audit Commiee.
Internal audit
The Audit Commiee shall consider at least once
a year whether there is a need for an internal
audit function. Currently, the Audit Commiee
does not consider there to be a need for an
internal audit function, given that there are no
employees in the Company and all outsourced
functions are with parties who have their own
internal controls and procedures.
The Audit Commiee worked with the
Administrator and the Investment Manager to
structure a risk matrix for the Company, which
considered the controls applied by the Board, the
Investment Manager and key service providers.
The matrix has also been reviewed with the
Investment Manager in light of the COVID-19
pandemic and was used to form the basis of the
Company’s principal and emerging risk
disclosures in the Strategic Report on page 49.
The Audit Commiee has reviewed a COVID-19
impact assessment prepared by the Investment
Manager as part of the final review process for
this Annual Report.
The external auditor may not undertake any
workfor the Company in respect of the following
maers – preparation of the financial statements,
preparation of valuations used in financial
statements, provision of investment advice,
takingmanagement decisions or advocacy
workin adversarial situations.
The Audit Commiee reviews the scope and
results of the audit, its cost eectiveness and the
independence and objectivity of the auditor, with
particular regard to the level of non-audit fees.
During the year, KPMG was also engaged as
reporting accountant in connection with the
Company’s migration to the Premium Segment,
which is a permissible service under the FRC
Ethical Standards for a company’s auditor to
undertake. The Audit Commiee considers
KPMG to be independent of the Company and
that the provision of such non-audit services is
not a threat to the objectivity and independence
of the conduct of the audit as appropriate
safeguards are in place.
Appointment of the external auditor
KPMG has been appointed as the statutory
external auditor of the Company since the
Company re-domiciled to Guernsey on 2 October
2019. The Audit Commiee held meetings with
KPMG before the start of the audit to discuss
formal planning and to discuss any possible
issues, along with the scope of the audit and
appropriate timetable. Informal meetings have
also been held with the Chairman of the Audit
Commiee in order that the Chairman is kept up
to date with the progress of the audit and formal
reporting requirement by the Audit Commiee.
The objectivity of the external auditor is reviewed
by the Audit Commiee, which also reviews the
terms under which the external auditor may be
appointed to perform non-audit services. The
Audit Commiee reviews the scope and results
of the audit, its cost eectiveness and the
independence and objectivity of the external
auditor, with particular regard to any non-audit
work that the external auditor may undertake
and the level of fees associated to this non-audit
work. In order to safeguard external auditor
independence and objectivity, the Audit
Commiee ensures that audit related, non-audit,
or advisory services provided by the external
auditor do not conflict with its statutory audit
responsibilities. Audit related services will
generally only cover reviews of interim financial
statements and capital raising work. Any
non-audit services conducted by the external
auditor outside of the reviews of interim financial
statements requires the consent of the Audit
Commiee before being initiated.
To fulfil its responsibility regarding the
independence of the external auditor, the Audit
Commiee considered:
– audit personnel in the audit plan for the
currentyear;
– a report from the external auditor describing
itsarrangements to identify, report and manage
any conflicts of interest; and
– the extent of non-audit services provided
bythe external auditor.
To assess the eectiveness of the external
auditor, the Audit Commiee reviewed:
– the external auditor’s fulfilment of the agreed
audit plan and variations from it;
– reports highlighting the findings that arose
during the course of the audit; and
– feedback from the Investment Manager,
Administrator, Sub-Administrator, and any
external consultant as appointed by the
Investment Manager in evaluating the
performance of the audit team.
The Audit Commiee is satisfied with KPMG’s
eectiveness and independence as external
auditor having considered the degree of diligence
and professional scepticism demonstrated by
them. Having carried out the review described
above and having satisfied itself that the external
auditor remains independent and eective, the
Audit Commiee has recommended to the
Board that KPMG be reappointed as external
auditor for the year ending 31 December 2022.
2021 2020
Audit fee
GBP 168,000 GBP 127,000
Review of interim financial statements
GBP 41,000 GBP 40,000
Other non-audit services
1
GBP 62,500 –
Total
GBP 271,500 GBP 167,000
(1)
During the year, KPMG was paid a reporting accountant fee for its work on the migration of the Company’s shares to the Ocial List of
the FCA and to trading on the Premium Segment of the London Stock Exchange plc’s Main Market.
Annual Report
The Audit Commiee members have each
reviewed this Annual Report and earlier dras
ofitin detail, comparing its content with their
own knowledge of the Company, reporting
requirements and shareholder expectations.
Formal meetings of the Audit Commiee have
also reviewed the Annual Report and its content
and have received reports and explanations from
the Company’s service providers about the content
and the financial results. The Audit Commiee
has concluded that the Annual Report, taken as
awhole, is fair, balanced and understandable,
and that the Board can reasonably and with
justification make the statement of Directors’
responsibilities on page 61.
Key activities of the Audit Commiee
During the course of the year, the Audit
Commiee undertook a number of projects
inaddition to its regular duties, which included
reviewing the working capital model required
formigrating the Company to the LSE and
reviewing a number of the Investment Manager’s
policies relating to issues such as portfolio
liquidity management and allocation of capacity
inprivate investments.
The Audit Commiee reviewed the NAV process,
following the administrator change, and the
process that was used by the administrator to
verify the NAV. It also closely reviewed the first
NAV that was produced by the new Administrator
and Sub-Administrator.
The Audit Commiee is currently working with
the Investment Manager to summarise the
extensive and detailed valuation reporting that
itreceives to ensure that the Board remains
focused on key issues as the portfolio grows.
On behalf of the Audit Commiee,
Paul Le Page
Chairman of the Audit Commiee
30 March 2022
The fees paid by the Company to KPMG during
the last two years were as follows:
Report of the Audit Commiee
continued
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
66 67RTW Venture Fund Limited

Financial
Statements
70 Independent Auditor’s Report
74 Statement of Assets and Liabilities
75 Condensed Schedule of Investments
83 Statement of Operations
84 Statement of Changes in Net Assets
86 Statement of Cash Flows
87 Notes to the Financial Statements
Financial Statements
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
68 69
RTW Venture Fund Limited

Independent Auditor’s Report to the
Members of RTW Venture Fund Limited
1. Our opinion is unmodified
We have audited the financial statements of RTW Venture Fund Limited (the
“Company”), which comprise the statement of assets and liabilities including
the condensed schedule of investments as at 31 December 2021, the
statements of operations, changes in net assets and cash flows for the
year then ended, and notes, comprising significant accounting policies and
other explanatory information.
In our opinion, the accompanying financial statements:
– give a true and fair view of the financial position of the Company as at 31
December 2021, and of the Company’s financial performance and cash
flows for the year then ended;
– are prepared in conformity with U.S. generally accepted accounting
principles (“US GAAP”); and
– comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We have fulfilled our ethical responsibilities under, and are
independent of the Company in accordance with, UK ethical requirements
including the FRC Ethical Standard as required by the Crown Dependencies’
Audit Rules and Guidance. We believe that the audit evidence we have
obtained is a sucient and appropriate basis for our opinion.
Overview
Materiality: financial
statements as a whole
$7.7m (2020: $8.3m)
Approximately 2% (2020: 2%)
of net assets
Key audit maer vs 2020
Recurring risks
Valuation of
investments in
securities, at fair value
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2. Key audit maers: our assessment of risks of material misstatement
Key audit maers are those maers that, in our professional judgement, were of most significance in the audit of the financial statements and include the most
significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest eect on: the overall
audit strategy; the allocation of resources in the audit; and directing the eorts of the engagement team. These maers were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these maers. In arriving at our
audit opinion above, the key audit maer was as follows (unchanged from 2020):
Valuation of
investments
insecurities,
at fair value
$409,179,507;
(2020: $390,790,635)
Refer to the Report of
the Audit Commiee
on page 66, the
Condensed Schedule
of Investments as at
31 December 2021 on
pages 75 to 77, note 1
fair value significant
accounting policies
and note 2 fair value
measurements
disclosures.
Our response
Our audit procedures included, but were not limited to:
Controls evaluation:
We assessed the design and implementation of the Investment Manager s
review control in relation to the valuation of private unquoted life science
investments.
Challenging managements’ Investments valuation, including the use of
our KPMG valuation specialists, as applicable:
For all Investments we assessed the appropriateness of the valuation
methodology used to estimate fair value.
Publicly quoted life science investments:
For publicly quoted life science investments, we independently priced
99.6% by fair value to third party data sources.
Private unquoted life science investments:
For a value driven selection of the private unquoted life science investments
we performed the following procedures, as applicable:
– Obtained and read the valuation memorandums produced by the
Investment Manager;
– Assessed the objectivity, capabilities and competency of the Independent
Valuer. We considered the scope of their engagement and methodology
applied by the Independent Valuer in performing their work. We obtained
and assessed their findings and considered the impact, if any, on our
audit work;
– Agreed the price of investments acquired during the year to supporting
documentation such as purchase agreements, funding drawdown
requests and bank statements. We performed public searches for
contradictory or dis-confirming evidence to challenge both the absence
or appropriateness of fair value movements;
– Considered the participation of third party investors in any funding round
either at, orsubsequent to, the transaction date;
– Assessed and challenged the key assumptions based on available
market information and corroborated key inputs to supporting
documentation;
– Considered market transactions in close proximity to the year-end and
assessed their appropriateness as being representative of fair value; and
The risk
Basis
The Company’s investment portfolio represents
the most significant balance on the statement of
assets and liabilities and is the principal driver of
the Company’s net asset value (2021: 106%; 2020:
95%). The investment portfolio is composed of
publicly quoted and private unquoted life science
investments (together the “Investments” ).
Publicly quoted life science investments,
representing 77% of the fair value of Investments,
are valued using third party data sources.
Private unquoted life science investments,
representing 23% of the fair value of Investments,
are valued using recognised valuation
methodologies, including option pricing models.
The Investment Manager utilises an Independent
Valuer to assist them in their determination of
the fair value of certain private unquoted life
science investments.
Risk:
The valuation of the Company’s Investments is
considered a significant area of our audit, given
that it represents the majority of the net assets
of the Company.
The valuation risk of the private unquoted life
science investments incorporates both a risk of
fraud and error given the significance of the
estimates and judgements that are involved in
the determination of their fair value.
3. Our application of materiality and an overview of the scope
of our audit
Materiality for the financial statements as a whole was set at $7.7m,
determined with reference to a benchmark of net assets of $387.4m,
ofwhich it represents approximately 2.0% (2020: 2.0%).
In line with our audit methodology, our procedures on individual account
balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk that
individually immaterial misstatements in individual account balances add up
to a material amount across the financial statements as a whole.
Performance materiality for the Company was set at 75% (2020: 75%) of
materiality for the financial statements as a whole, which equates to $5.8m.
We applied this percentage in our determination of performance materiality
because we did not identify any factors indicating an elevated level of risk.
We reported to the Audit Commiee any corrected or uncorrected
identified misstatements exceeding $0.4m, in addition to other identified
misstatements that warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality level specified
above, which has informed our identification of significant risks of material
misstatement and the associated audit procedures performed in those
areas as detailed above.
Valuation of
investments
insecurities,
at fair value
(continued)
$409,179,507;
(2020: $390,790,635)
Refer to the Report of
the Audit Commiee
on page 66, the
Condensed Schedule
of Investments as at
31December 2021 on
pages 75 to 77, note 1
fair value significant
accounting policies
and note 2 fair value
measurements
disclosures.
Our response (continued)
Challenging managements’ Investments valuation, including the use of
our KPMG valuation specialists, as applicable (continued):
– For private investment company life science investments we obtained
independent confirmations, from the administrator of those private
investment companies, of the net asset values per share and reconciled
these to the net asset values used in the Company’s valuation. Further we
obtained the coterminous audited financial statements for those private
investment companies to corroborate the net asset values per share
used. We also evaluated the accounting framework and accounting
policies applied and considered the impact, if any, of the issued audit
opinions therein.
Assessing disclosures:
– We also considered the Company’s financial statement disclosures in
relation to the use of estimates and judgements regarding the fair value of
investments in securities and the Company’s investment valuation policies
adopted and the fair value disclosures, in notes 1 and 2 respectively, for
conformity with US GAAP.
The risk (continued)
Risk:
The valuation of the Company’s Investments is
considered a significant area of our audit, given
that it represents the majority of the net assets of
the Company.
The valuation risk of the private unquoted life
science investments incorporates both a risk of
fraud and error given the significance of the
estimates and judgements that are involved in the
determination of their fair value.
Net assets
Materiality
Net assets
$387.4m (2020: $412.6m)
$7.7m
Financial
statements
materiality
(2020:
$8.3m)
$0.4m
Misstatements
reported to
the audit
commiee
(2020: $0.4m)
4. Going concern
The directors have prepared the financial statements on the going concern
basis as they do not intend to liquidate the Company or to cease its
operations, and as they have concluded that the Company’s financial
position means that this is realistic. They have also concluded that there are
no material uncertainties that could have cast significant doubt over its
ability to continue as a going concern for at least a year from the date of
approval of the financial statements (the “going concern period”).
In our evaluation of the directors’ conclusions, we considered the inherent
risks to the Company’s business model and analysed how those risks might
aect the Company’s financial resources or ability to continue operations
over the going concern period. The risks that we considered most likely to
aect the Company’s financial resources or ability to continue operations
over this period was the availability of capital to meet operating costs and
other financial commitments.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
70 71RTW Venture Fund Limited

Independent Auditor’s Report to the
Members of RTW Venture Fund Limited
continued
4. Going concern (continued)
We considered whether this risk could plausibly aect the liquidity in the
going concern period by comparing severe, but plausible downside
scenarios that could arise from this risk against the level of available
financial resources indicated by the Company’s financial forecasts.
We considered whether the going concern disclosure in note 1 to the
financial statements gives a full and accurate description of the directors’
assessment of going concern.
Our conclusions based on this work:
– we consider that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate;
– we have not identified, and concur with the directors’ assessment that
there is not, a material uncertainty related to events or conditions that,
individually or collectively, may cast significant doubt on the Company’s
ability to continue as a going concern for the going concern period; and
– we have nothing material to add or draw aention to in relation to the
directors’ statement in the notes to the financial statements on the use of
the going concern basis of accounting with no material uncertainties that
may cast significant doubt over the Company’s use of that basis for the
going concern period, and that statement is materially consistent with the
financial statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the above
conclusions are not a guarantee that the Company will continue in operation.
5. Fraud and breaches of laws and regulations –
abilitytodetect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we
assessed events or conditions that could indicate an incentive or pressure
to commit fraud or provide an opportunity to commit fraud. Our risk
assessment procedures included:
– enquiring of management as to the Company’s policies and procedures
to prevent and detect fraud as well as enquiring whether management
have knowledge of any actual, suspected or alleged fraud;
– reading minutes of meetings of those charged with governance; and
– using analytical procedures to identify any unusual or unexpected relationships.
As required by auditing standards, and taking into account possible incentives
or pressures to misstate performance and our overall knowledge of the
control environment, we perform procedures to address the risk of
management override of controls, in particular the risk that management may
be in a position to make inappropriate accounting entries, and the risk of bias
in accounting estimates such as valuation of private unquoted life science
investments. On this audit we do not believe there is a fraud risk related to
revenue recognition because the Company’s revenue streams are simple in
nature with respect to accounting policy choice, and are easily verifiable to
external data sources or agreements with lile or no requirement for
estimation from management. We did not identify any additional fraud risks.
We performed procedures including:
– identifying journal entries and other adjustments to test based on risk
criteria and comparing any identified entries to supporting documentation;
– incorporating an element of unpredictability in our audit procedures; and
– assessing significant accounting estimates for bias.
Further detail in respect of valuation of private unquoted life science
investments is set out in the key audit maer section of in this report.
7. Disclosures of emerging and principal risks and longer
term viability
We are required to perform procedures to identify whether there is a
material inconsistency between the directors disclosures in respect of
emerging and principal risks and the viability statement, and the financial
statements and our audit knowledge. We have nothing material to add or
draw aention to in relation to:
– the directors’ confirmation within the Longer Term Viability Statement
(page 50) that they have carried out a robust assessment of the emerging
and principal risks facing the Company, including those that would
threaten its business model, future performance, solvency or liquidity;
– the emerging and principal risks disclosures describing these risks and
explaining how they are being managed or mitigated;
– the directors’ explanation in the Longer Term Viability Statement (page 50)
as to how they have assessed the prospects of the Company, over what
period they have done so and why they consider that period to be
appropriate, and their statement as to whether they have a reasonable
expectation that the Company will be able to continue in operation and
meet its liabilities as they fall due over the period of their assessment,
including any related disclosures drawing aention to any necessary
qualifications or assumptions.
We are also required to review the Longer Term Viability Statement, set out
on page 50 under the Listing Rules. Based on the above procedures, we
have concluded that the above disclosures are materially consistent with
the financial statements and our audit knowledge.
8. Corporate governance disclosures
We are required to perform procedures to identify whether there is a
material inconsistency between the directors corporate governance
disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the
followingis materially consistent with the financial statements and our
auditknowledge:
– the directors’ statement that they consider that the annual report and
financial statements taken as a whole is fair, balanced and understandable,
and provides the information necessary for shareholders to assess the
Company’s position and performance, business model and strategy;
– the section of the annual report describing the work of the Audit
Commiee, including the significant issues that the audit commiee
considered in relation to the financial statements, and how these issues
were addressed; and
– the section of the annual report that describes the review of the
eectiveness of the Company’s risk management and internal
controlsystems.
We are required to review the part of Corporate Governance Statement
relating to the Company’s compliance with the provisions of the UK
Corporate Governance Code specified by the Listing Rules for our review.
We have nothing to report in this respect.
5. Fraud and breaches of laws and regulations –
abilitytodetect (continued)
Identifying and responding to risks of material misstatement due
to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be
expected to have a material eect on the financial statements from our
sector experience and through discussion with management (as required by
auditing standards), and from inspection of the Company’s regulatory and
legal correspondence, if any, and discussed with management the policies
and procedures regarding compliance with laws and regulations. As the
Company is regulated, our assessment of risks involved gaining an
understanding of the control environment including the entity s procedures
for complying with regulatory requirements.
The Company is subject to laws and regulations that directly aect the
financial statements including financial reporting legislation and taxation
legislation and we assessed the extent of compliance with these laws and
regulations as part of our procedures on the related financial statement items.
The Company is subject to other laws and regulations where the
consequences of non-compliance could have a material eect on amounts
or disclosures in the financial statements, for instance through the imposition
of fines or litigation or impacts on the Company’s ability to operate. We
identified financial services regulation as being the area most likely to have
such an eect, recognising the regulated nature of the Company’s activities
and its legal form. Auditing standards limit the required audit procedures to
identify non-compliance with these laws and regulations to enquiry of
management and inspection of regulatory and legal correspondence, if any.
Therefore if a breach of operational regulations is not disclosed to us or
evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches
of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk
that we may not have detected some material misstatements in the
financial statements, even though we have properly planned and performed
our audit in accordance with auditing standards. For example, the further
removed non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely the inherently
limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of
fraud, as this may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures
are designed to detect material misstatement. We are not responsible for
preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
6. Other information
The directors are responsible for the other information. The other
information comprises the information included in the annual report but
does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other
information and we do not express an audit opinion or any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is
to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
9. We have nothing to report on other maers on which we are
required to report by exception
We have nothing to report in respect of the following maers where the
Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:
– the Company has not kept proper accounting records; or
– the financial statements are not in agreement with the accounting
records; or
– we have not received all the information and explanations, which to the best
of our knowledge and belief are necessary for the purpose of our audit.
10. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 61, the directors
are responsible for: the preparation of the financial statements including
being satisfied that they give a true and fair view; such internal control as
they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud
or error; assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, maers related to going concern; and using the
going concern basis of accounting unless liquidation is imminent.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor s report.
Reasonable assurance is a high level of assurance, but does not guarantee
that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken
on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC s website
at www.frc.org.uk/auditorsresponsibilities.
11. The purpose of this report and restrictions on its use by
persons other than the Company’s members as a body
This report is made solely to the Company’s members, as a body, in
accordance with section 262 of the Companies (Guernsey) Law, 2008. Our
audit work has been undertaken so that we might state to the Company’s
members those maers we are required to state to them in an auditor s
report and for no other purpose. To the fullest extent permied by law, we
do not accept or assume responsibility to anyone other than the Company
and the Company’s members, as a body, for our audit work, for this report,
or for the opinions we have formed.
Dermot Dempsey
For and on behalf of KPMG Channel Islands Limited
Chartered Accountants and Recognised Auditors
Guernsey
30 March 2022
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
72 73RTW Venture Fund Limited

Statement of Assets and Liabilities as at
31 December 2021 and 31 December 2020
(Expressed in United States Dollars)
2021
US$
2020
US$
Assets:
Investments in securities, at fair value (cost at 31 December 2021: US$271,421,062; cost at 31 December 2020:
US$151,961,275) 409,179,507 390,790,635
Derivative contracts, at fair value (cost at 31 December 2021: US$2,348,062; cost at 31 December 2020: US$1,763,991) 10,983,574 4,713,942
Cash and cash equivalents 6,484,057 4,553,481
Due from brokers
12,323,965 20,032,971
Receivable from unseled trades 200,695 685,498
Other assets 191,565 124,575
Total assets 439,363,363 420,901,102
Liabilities:
Securities sold short, at fair value (proceeds at 31 December 2021: US$9,620,981; proceeds at 31 December 2020:
US$4,986,163) 9,318,393 6,672,359
Derivative contracts, at fair value (proceeds at 31 December 2021: US$nil; proceeds at 31 December 2020: US$6,903) 3,310,833 579,782
Due to brokers 38,019,859 361,032
Accrued expenses 861,545 530,070
Payable for unseled trades 492,007 145,930
Total liabilities 52,002,637 8,289,173
Total net assets 387,360,726 412,611,929
Net assets aributable to Ordinary Shares (shares at 31 December 2021: 212,389,138; shares at 31 December
2020: 191,515,735) 363,040,222 375,281,126
Net assets aributable to Performance Allocation Shares (shares at 31 December 2021: 1; shares at 31 December
2020: 1) 24,320,504 37,330,803
NAV per Ordinary Share 1.7093 1.9595
The audited financial statements of the Company were approved and authorised for issue by the Board of Directors on 30 March 2022
and signed on its behalf by:
William Simpson
Chairman
Paul Le Page
Director
See accompanying notes to the financial statements.
Descriptions
Number of
Shares
Cost
US$
Fair Value
US$
Percentage of
Net Assets
%
Investments in securities, at fair value
Common stocks
United States
Financials 108,150 106,527 0.03
Healthcare
Prometheus Biosciences, Inc. 740,564 5,396,652 21,850,828 5.64
Rocket Pharmaceuticals, Inc. 2,364,728 6,223,376 51,622,012 13.33
Others* 131,292,813 177,272,154 45.76
Materials 45,415 9,801 0.00
Total United States 143,066,406 250,861,322 64.76
Ireland
Healthcare 4,099,989 7,155,755 1.85
Netherlands
Healthcare 3,339,207 4,302,049 1.11
Canada
Healthcare 4,400,407 2,573,859 0.66
China
Healthcare
Ji Xing Pharmaceuticals Ltd. 541,205 216,482 844,280 0.22
British Virgin Islands
Healthcare 226,450 689,080 0.18
Cayman Islands
Financials 422,961 414,583 0.11
Healthcare 104,050 103,530 0.03
Total Cayman Islands 527,011 518,113 0.14
Bermuda
Healthcare 260,330 262,413 0.07
Belgium
Healthcare 207,840 146,096 0.04
Switzerland
Healthcare 106,002 83,035 0.02
Total common stocks 156,450,124 267,436,002 69.05
* No individual investment security or contract constitutes greater than 5 percent of net assets.
See accompanying notes to the financial statements.
Condensed Schedule of Investments
as at 31 December 2021
(Expressed in United States Dollars)
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
74 75RTW Venture Fund Limited

Descriptions
Number
of Shares
Cost
US$
Fair Value
US$
Percentage of
Net Assets
%
Investments in securities, at fair value
(continued)
Convertible preferred stocks
United States
Healthcare* 35,924,442 39,402,135 10.17
China
Healthcare
Ji Xing Pharmaceuticals Ltd. 10,599,945 14,824,184 24,793,386 6.40
Others 1,771,209 1,771,209 0.46
Total China 16,595,393 26,564,595 6.86
Switzerland
Healthcare 1,704,186 1,693,165 0.44
Ireland
Healthcare 116,545 132,819 0.03
Total convertible preferred stocks 54,340,566 67,792,714 17.50
Exchange traded funds
United States
Index
SPDR S&P 500 ETF TRUST 67,579 26,216,888 32,097,322 8.28
Total exchange traded funds 26,216,888 32,097,322 8.28
Investment in private investment companies
Ireland
Healthcare 11,814,933 13,068,663 3.37
United States
Healthcare 8,234,839 10,013,859 2.59
Total investment in private investment companies 20,049,772 23,082,522 5.96
* No individual investment security or contract constitutes greater than 5 percent of net assets.
Descriptions
Cost
US$
Fair Value
US$
Percentage of
Net Assets
%
Investments in securities, at fair value (continued)
American depository receipts
United Kingdom
Healthcare 7,368,293 12,033,889 3.11
Netherlands
Healthcare 3,786,165 3,962,050 1.02
Ireland
Healthcare 893,338 1,085,120 0.28
Sweden
Healthcare 438,397 388,133 0.10
Israel
Healthcare 372,855 308,578 0.08
China
Healthcare 549,132 202,418 0.05
Singapore
Healthcare 231,809 67,036 0.02
Total American depository receipts 13,639,989 18,047, 224 4.66
Convertible bonds
United States
Healthcare 723,723 723,723 0.18
Total convertible bonds 723,723 723,723 0.18
Total investments in securities, at fair value 271,421,062 409,179,507 105.63
See accompanying notes to the financial statements.
Condensed Schedule of Investments
as at 31 December 2021 continued
(Expressed in United States Dollars)
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
76 77RTW Venture Fund Limited

Descriptions
Cost
US$
Fair Value
US$
Percentage of
Net Assets
%
Derivative contracts – assets, at fair value
Equity swaps
United States
Healthcare 5,442,939 1.41
British Virgin Islands
Healthcare 2,128,260 0.55
Netherlands
Healthcare 4,225 0.00
Total equity swaps 7,575,424 1.96
Warrants
Canada
Healthcare 1,939,543 3,07 7,81 6 0.79
United States
Healthcare 407,920 329,865 0.09
Cayman Islands
Financials 599 469 0.00
Total warrants 2,348,062 3,408,150 0.88
Total derivative contracts – assets, at fair value 2,348,062 10,983,574 2.84
See accompanying notes to the financial statements.
Descriptions
Proceeds
US$
Fair Value
US$
Percentage of
Net Assets
%
Securities sold short, at fair value
Common stocks
United States
Healthcare 8,526,920 8,330,314 2.15
Materials 56,309 9,801 0.00
Total United States 8,583,229 8,340,115 2.15
Netherlands
Healthcare 278,805 324,576 0.09
Cayman Islands
Financials 96,480 97,0 18 0.03
Switzerland
Healthcare 106,146 83,035 0.02
Total common stocks 9,064,660 8,844,744 2.29
American depository receipts
Sweden
Healthcare 462,836 388,133 0.10
China
Healthcare 93,485 85,516 0.02
Total American depository receipts 556,321 473,649 0.12
Total securities sold short, at fair value 9,620,981 9,318,393 2.41
Descriptions
Fair Value
US$
Percentage of
Net Assets
%
Derivative contracts – liabilities, at fair value
Equity swaps
United States
Healthcare 3,223,278 0.83
Ireland
Healthcare 52,601 0.01
Israel
Healthcare 34,954 0.01
Total derivative contracts – liabilities, at fair value 3,310,833 0.85
See accompanying notes to the financial statements.
Condensed Schedule of Investments
as at 31 December 2021 continued
(Expressed in United States Dollars)
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
78 79RTW Venture Fund Limited

Descriptions
Number of
Shares
Cost
US$
Fair Value
US$
Percentage of
Net Assets
%
Investments in securities, at fair value
Common stocks
United States
Healthcare
Rocket Pharmaceuticals, Inc. 3,089,728 8,131,396 169,440,683 41.07
Others* 97,062,100 176,270,298 42.72
Total United States 105,193,496 345,710,981 83.79
Canada
Healthcare 3,891,345 2,360,037 0.57
Netherlands
Healthcare 2,011,065 1,695,645 0.41
Cayman Islands
Healthcare 749,216 938,398 0.23
British Virgin Islands
Healthcare 226,450 383,740 0.09
China
Healthcare 7,325 13,224 0.00
Total common stocks 112,078,897 351,102,025 85.09
Convertible preferred stocks
United States
Healthcare* 23,972,095 23,591,822 5.72
United Kingdom
Healthcare 7,4 02,6 14 7,707,415 1.87
Cayman Islands
Healthcare 6,862,515 6,862,515 1.66
Ireland
Healthcare 116,545 109,806 0.03
Total convertible preferred stocks 38,353,769 38,271,558 9.28
*No individual investment security or contract constitutes greater than 5 percent of net assets.
See accompanying notes to the financial statements.
Descriptions
Cost
US$
Fair Value
US$
Percentage of
Net Assets
%
Investments in securities, at fair value (continued)
American depository receipts
Ireland
Healthcare 1,093,043 1,004,772 0.24
Israel
Healthcare 422,828 394,447 0.10
Cayman Islands
Healthcare 12,738 17,833 0.00
Total American depository receipts 1,528,609 1,417,052 0.34
Total investments in securities, at fair value 151,961,275 390,790,635 94.71
Descriptions
Cost
US$
Fair Value
US$
Percentage of
Net Assets
%
Derivative contracts – assets, at fair value
Warrants
Canada
Healthcare 1,589,508 2,721,084 0.66
United States
Healthcare 155,991 209,900 0.05
Total warrants 1,745,499 2,930,984 0.71
Equity swaps
United States
Healthcare 13,412 859,586 0.21
British Virgin Islands
Healthcare 3,873 846,117 0.20
Canada
Healthcare 1,207 7 7, 255 0.02
Total equity swaps 18,492 1,782,958 0.43
Total derivative contracts – assets, at fair value 1,763,991 4,713,942 1.14
See accompanying notes to the financial statements.
Condensed Schedule of Investments
as at 31 December 2020
(Expressed in United States Dollars)
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
80 81RTW Venture Fund Limited

Descriptions
Proceeds
US$
Fair Value
US$
Percentage of
Net Assets
%
Securities sold short, at fair value
Common stocks
United States
Healthcare 4,541,074 6,229,135 1.51
Netherlands
Healthcare 213,386 199,896 0.05
Canada
Healthcare 58,823 78,292 0.02
Total common stocks 4,813,283 6,507,323 1.58
American depository receipts
Israel
Healthcare 149,412 147,203 0.04
Cayman Islands
Healthcare 23,468 17,8 33 0.00
Total American depository receipts 172,880 165,036 0.04
Total securities sold short, at fair value 4,986,163 6,672,359 1.62
Descriptions
Proceeds
US$
Fair Value
US$
Percentage of
Net Assets
%
Derivative contracts – liabilities, at fair value
Equity swaps
United States 6,903 579,782 0.14
Healthcare
Total derivative contracts – liabilities, at fair value 6,903 579,782 0.14
See accompanying notes to the financial statements.
Statement of Operations
For the year ended 31 December 2021 and 31 December 2020
(Expressed in United States Dollars)
2021
US$
2020
US$
Investment income
Interest (net of withholding taxes of US$nil 2020: US$nil) 363,673 70,291
Dividends (net of withholding taxes of US$123,894; 2020: US$nil) 294,027 83,814
Total investment income 657,700 154,105
Expenses
Management fees 4,813,854 2,912,850
Professional fees 1,070,317 1,068,017
Listing fees 936,615 –
Administrative fees 330,834 233,459
Audit fees 288,254 162,016
Directors’ fees 214,353 220,875
Research fees 237,984 130,489
Interest 215,606 73,545
Other expenses 346,867 305,856
Total expenses 8,454,684 5,107,107
Net investment income/(loss) (7,796,984) (4,953,002)
Realised and change in unrealised gain/(loss) on investments, derivatives and foreign currency transactions
Net realised gain/(loss) on securities and foreign currency transactions 41,280,297 8,3 37,42 2
Net change in unrealised gain/(loss) on securities and foreign currency translation (99,115,160) 159,009,990
Net realised gain/(loss) on derivative contracts (1,648,961) (2,880,680)
Net change in unrealised gain/(loss) on derivative contracts 2,936,018 1,139,850
Net realised and unrealised gain/(loss) on investments, derivatives and foreign currency transactions (56,547,806) 165,606,582
Net increase/(decrease) in net assets resulting from operations (64,344,790) 160,653,580
See accompanying notes to the financial statements.
Condensed Schedule of Investments
as at 31 December 2020 continued
(Expressed in United States Dollars)
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
82 83RTW Venture Fund Limited

Statement of Changes in Net Assets
For the year ended 31 December 2021
(Expressed in United States Dollars)
Ordinary Share
Class Fund
US$
Performance
Allocation Share
Class Fund
US$
Total
Shareholders’
Funds
US$
Net assets, beginning of year 375,281,126 37,330,803 412,611,929
Operations
Net investment gain/(loss) (7,796,984) – (7,796,984)
Net realised gain/(loss) on securities and foreign currency transactions 41,280,297 – 41,280,297
Net change in unrealised gain/(loss) on securities and foreign currency translation (99,115,160) – (99,115,160)
Net realised gain/(loss) on derivative contracts (1,648,961) – (1,648,961)
Net change in unrealised gain/(loss) on derivative contracts 2,936,018 – 2,936,018
Performance Allocation 8,035,379 (8,035,379) –
Net change in net assets resulting from operations (56,309,411) (8,035,379) (64,344,790)
Capital transactions
Issuance of Ordinary Shares (net of issuance cost of US$222,883) 44,068,507 – 44,068,507
Performance Allocation distribution – (4,974,920) (4,974,920)
Net change in net assets resulting from capital transactions 44,068,507 (4,974,920) 39,093,587
Net change in net assets (12,240,904) (13,010,299) (25,251,203)
Net assets, end of year 363,040,222 24,320,504 387,360,726
See accompanying notes to the financial statements.
Statement of Changes in Net Assets
For the year ended 31 December 2020
(Expressed in United States Dollars)
Ordinary Share
Class Fund
US$
Performance
Allocation Share
Class Fund
US$
Total
Shareholders’
Funds
US$
Net assets, beginning of year 205,695,869 8,691,106 214,386,975
Operations
Net investment gain/(loss) (4,953,002) – (4,953,002)
Net realised gain/(loss) on securities and foreign currency transactions 8,3 37,42 2 – 8 ,337,422
Net change in unrealised gain/(loss) on securities and foreign currency translation 159,009,990 – 159,009,990
Net realised gain/(loss) on derivative contracts (2,880,680) – (2,880,680)
Net change in unrealised gain/(loss) on derivative contracts 1,139,850 – 1,139,850
Performance Allocation (32,787,677) 32,787,677 –
Net change in net assets resulting from operations 127,865,903 32,787,677 160,653,580
Capital transactions
Issuance of Ordinary Shares (net of issuance costs of US$209,676) 41,719,354 – 41,719,354
Performance Allocation distribution – (4,147,980) (4,147,980)
Net change in net assets resulting from capital transactions 41,719,354 (4,147,980) 37,571,374
Net change in net assets 169,585,257 28,639,697 198,224,954
Net assets, end of year 375,281,126 37,330,803 412,611,929
See accompanying notes to the financial statements.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
84 85RTW Venture Fund Limited

Statement of Cash Flows
For the year ended 31 December 2021 and 31 December 2020
(Expressed in United States Dollars)
2021
US$
2020
US$
Cash flows from operating activities
Net increase/(decrease) in net assets resulting from operations (64,344,790) 160,653,580
Adjustments to reconcile net change in net assets resulting from operations to net cash provided by/(used in) operating
activities:
Net realised (gain)/loss on securities and foreign currency transactions (41,280,297) (8,3 37,422)
Net change in unrealised (gain)/loss on securities and foreign currency translation 99,115,160 (159,009,990)
Net realised (gain)/loss on derivative contracts 1,648,961 2,880,680
Net change in unrealised (gain)/loss on derivative contracts (2,936,018) (1,139,850)
Purchases of investments in securities (202,925,739) (117,412,482)
Proceeds from sales of investments in securities 119,715,056 66,905,737
Proceeds from securities sold short 15,049,848 6,506,635
Payments for securities sold short (5,416,866) (2,306,452)
Proceeds from derivative contracts (784,778) 1,222,986
Payments for derivative contracts (1,466,746) (5,785,761)
Changes in operating assets and liabilities:
Other assets (66,990) (118,767)
(Receivable from)/payable for unseled trades 830,880 (1,072,270)
Due to brokers 37,65 8,827 361,032
Accrued expenses 331,475 (130,162)
Net cash provided by/(used in) operating activities (including restricted cash) (44,872,017) (56,782,506)
Cash flows from financing activities
Net proceeds from issuance of shares 44,068,507 41,719,354
Performance Allocation distribution (4,974,920) (4,147,980)
Net cash provided by/(used in) financing activities 39,093,587 37,571,374
Net change in cash and cash equivalents (including restricted cash) (5,778,430) (19,211,132)
Cash and cash equivalents (including restricted cash), beginning of the year 24,586,452 43,797,584
Cash and cash equivalents (including restricted cash), end of the year 18,808,022 24,586,452
At 31 December 2021, the amounts categorised in cash and cash equivalents (including restricted cash) include the following:
Cash and cash equivalents 6,484,057 4,553,481
Due from brokers 12,323,965 20,032,971
Total cash and cash equivalents (including restricted cash) 18,808,022 24,586,452
Supplemental disclosure of cash flow information
Cash paid during the year for interest 250,980 84,698
See accompanying notes to the financial statements.
Notes to the Financial Statements
For the year ended 31 December 2021
(Expressed in United States Dollars)
1. Nature of operations and summary of significant
accountingpolicies
RTW Venture Fund Limited (the “Company”), is a publicly listed Guernsey
non-cellular company limited by shares. It was originally incorporated in
theState of Delaware, United States of America, and re-domiciled into
Guernsey under the Companies Law on 2 October 2019 with registration
number 66847 on the Guernsey Register of Companies. On 30 October
2019, all of the issued Ordinary Shares of the Company were listed and
admied to trading on the Specialist Fund Segment of the London Stock
Exchange under ticker symbol: RTW. Subsequently, on 6 August 2021, the
Company’s Ordinary Shares were admied to trading on the Premium
Segment of the London Stock Exchange under ticker symbol RTWG.
The Company seeks to use equity capital (from the net proceeds of any
share issuance or, where appropriate, from the net proceeds of investment
divestments or other related profits) to provide seed and additional growth
capital to the private investments. To mitigate cash-drag, the uninvested
portion is invested across public stocks largely replicating the public stock
portfolios of the Investment Manager’s (as defined below) existing
US-based funds. The Company focuses on creating, building, and
supporting world-class life sciences, biopharmaceutical and medical
technology companies. The Company’s investment objective is to generate
aractive risk-adjusted returns through investments in securities, both
equity and debt, long and short, of companies with a focus on the
pharmaceutical sector.
Pursuant to an investment management agreement, the Company appointed
RTW Investments, LP, a Delaware limited partnership (the “Investment Manager”),
to provide the Company with discretionary portfolio management, risk
management services and certain other services. The Investment Manager is
an investment adviser registered with the U.S. Securities and Exchange
Commission under the Investment Advisers Act of 1940.
Basis of presentation
The financial statements are expressed in United States Dollars. The
financial statements which give a true and fair view and have been
prepared in conformity with US generally accepted accounting principles
(“US GAAP”) and are in compliance with the Companies (Guernsey) Law,
2008. The Company is an investment company and follows the accounting
and reporting guidance in Financial Accounting Standards Board’s (“FASB”)
Accounting Standards Codification Topic 946, Financial Services –
Investment Companies.
Although the Company was in a net current liability position as at 31 December
2021, the Directors considered that it is appropriate to adopt a going concern
basis of accounting in preparing the financial statements. In reaching this
assessment, the Directors have considered a wide range of information relating
to present and future conditions including the balance sheets, future
projections, cash flows and the longer-term strategy of the business.
The COVID-19 pandemic continues to be a risk to the global economy, and,
although the impact of COVID-19 continues to be seen across the world,
the implications for financial markets has begun to reduce, with equity volatilities
improving. Although impeded by the discovery of the new Omicron variant
in the fourth quarter of 2021, overall indices were in a beer position than at
the start of 2021.
Like the majority of companies, COVID-19 has had an impact on the
Company’s operations but, at the height of the lockdowns in Guernsey
andthe United States, the Investment Manager, Administrator and
Sub-Administrator demonstrated that they were able to work remotely
without any significant negative impact on the Company’s operations.
While the ongoing implications of COVID-19 are still unknown, as of
year-end, the movements in the market are encouraging but, should
another new variant lead to further lockdowns this could change again.
However, in part due to the successful vaccine roll-out, there is light at the
end of the COVID-19 pandemic tunnel, and it is expected that the risk to the
Company from it will continue to decrease throughout 2022.
Although the COVID-19 pandemic could have a negative impact on
investment valuations and on the volatility of investment valuations, it does
not impact the ability of the Company to continue as a going concern. The
impact of the COVID-19 pandemic is changing but the Directors consider
that the Company is well placed to deal with challenges arising from the
COVID-19 pandemic.
Cash and cash equivalents (including restricted cash)
Cash represents cash deposits held at financial institutions. Cash
equivalents include short-term highly liquid investments of sucient credit
quality that are readily convertible to known amounts of cash and have
original maturities of three months or less. Cash equivalents are carried at
cost plus accrued interest, which approximates fair value. Cash equivalents
are held for the purpose of meeting short-term liquidity requirements, rather
than for investment purposes. As at 31 December 2021 and 31 December
2020, the Company had no cash equivalents.
Restricted cash is subject to a legal or contractual restriction by third parties
as well as a restriction as to withdrawal or use, including restrictions that
require the funds to be used for a specified purpose and restrictions that
limit the purpose for which the funds can be used. The Company considers
cash pledged as collateral for securities sold short, cash collateral posted
with counterparties for derivative contracts and further amounts due from
brokers to be restricted cash, as outlined in Note 3.
Fair value – definition and hierarchy
Fair value is defined as the price that would be received to sell an asset
orpaid to transfer a liability (i.e. the ‘exit price’) in an orderly transaction
between market participants at the measurement date.
In determining fair value, the Company uses various valuation techniques.
Afair value hierarchy for inputs is used in measuring fair value that maximizes
the use of observable inputs and minimizes the use of unobservable inputs
by requiring that the most observable inputs are to be used when available.
Observable inputs are those that market participants would use in pricing the
asset or liability based on market data obtained from sources independent of
the Company.
Unobservable inputs reflect the Company’s assumptions about the inputs
market participants would use in pricing the asset or liability based on the
best information available in the circumstances. The fair value hierarchy is
categorised into three levels based on the inputs as follows:
– Level 1 – Valuations based on unadjusted quoted prices in active markets
for identical assets or liabilities that the Company has the ability to access.
Valuation adjustments are not applied to Level 1 investments. Since
valuations are based on quoted prices that are readily and regularly
available in an active market, valuation of these investments does not
entail a significant degree of judgement.
– Level 2 – Valuations based on inputs, other than quoted prices included
inLevel 1, that are observable, either directly or indirectly.
– Level 3 – Valuations based on inputs that are unobservable and
significant to the overall fair value measurement.
Investments in private investment companies measured using net asset value
(“NAV”) as a practical expedient are not categorized in the fair value hierarchy.
The availability of valuation techniques and observable inputs can vary
frominvestment to investment and is aected by a wide variety of factors,
including the type of investment, whether the investment is new and not yet
established in the marketplace, and other characteristics particular to the
transaction. To the extent that valuation is based on models or inputs that
are less observable or unobservable in the market, the determination of fair
value requires more judgement. Those estimated values do not necessarily
represent the amounts that may be ultimately realised due to the occurrence
of future circumstances that cannot be reasonably determined. Because of
the inherent uncertainty of valuation, those estimated values may be materially
higher or lower than the values that would have been used had a ready
market for the investments existed. Accordingly, the degree of judgement
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
86 87RTW Venture Fund Limited

Notes to the Financial Statements
continued
Governance ReportStrategic Report Financial Statements Additional Information
exercised by the Company in determining fair value is greatest for investments
categorised in Level 3. In certain cases, the inputs used to measure fair
value may fall into dierent levels of the fair value hierarchy. In such cases,
for disclosure purposes, the level in the fair value hierarchy within which
thefair value measurement falls in its entirety is determined based on the
lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of
amarket participant rather than an entity-specific measure. Therefore, even
when market assumptions are not readily available, the Company’s own
assumptions are set to reflect those that market participants would use in
pricing the asset or liability at the measurement date. The Company uses
prices and inputs that are current as of the measurement date, including
periods of market dislocation. In periods of market dislocation, the
observability of prices and inputs may be reduced for many investments.
This condition could cause an investment to be reclassified to a lower level
within the fair value hierarchy.
Fair value – valuation techniques and inputs
Investments in securities and securities sold short
Listed investments
The Company values investments in securities including exchange traded
funds and securities sold short that are freely tradable and are listed on a
national securities exchange or reported on the NASDAQ national market
attheir closing sales price as of the valuation date. To the extent these
securities are actively traded and valuation adjustments are not applied,
they are categorised in Level 1 of the fair value hierarchy. Securities traded
on inactive markets or valued by reference to similar instruments or where
adiscount may be applied are categorised in Level 2 or 3 of the fair value
hierarchy. A discount for lack of marketability based on the 180 day
restriction period under SEC Rule 144 is applied for investments that the
Company purchases prior to an IPO and that subsequently begin trading
onthe NASDAQ national market.
Unlisted investments
Unlisted investments are valued at fair value by the Directors following a
detailed review and appropriate challenge of the valuations proposed by
the Investment Manager. As part of their valuation process, the Investment
Manager engages an Independent Valuer to challenge their assessed
fairvalue on certain unlisted investments. The Investment Manager’s
unlisted investment valuation policy applies to techniques consistent
withthe IPEV Guidelines.
The valuation techniques applied are either a market based approach, an
income approach such as discounted cash flows, or where available, a NAV
practical expedient approach. The IPEV Guidelines recognise that the price
of a recent transaction, if resulting from an orderly transaction, generally
represents fair value as at the transaction date and may be an appropriate
starting point for estimating fair value at subsequent measurement dates.
Consideration is given to the facts and circumstances as at the subsequent
measurement date including changes in the market and/or performance of
the investee company. Milestone analysis is used where appropriate to
incorporate operational progress at the investee company level. In addition,
a trigger event such as a subsequent round of financing by the investee
company would influence the market technique used to calibrate fair value
at the measurement date.
The market approach utilizes guideline public companies relying on projected
revenues to derive an indicated enterprise value. Due to the nature of the
investments, being in the early stages of development, the projected revenues
are used as a proxy for stable state revenue. A selected multiple is then
applied based on the observed market multiples of the guideline public
companies. To reflect the risk associated with the achievement of the
projected revenues, the early development stage of each of the investments
and the indicated enterprise value is discounted at an appropriate rate.
The income approach utilizes the discounted cash flow method. Projected
cash flows for each investment were discounted to determine an assumed
enterprise value.
Where applicable, the indicated enterprise value was determined using
aback-solve model based on the pricing of the most recent round of
financing. The internal rate of return for each investment was compared to
the selected venture capital rate applied in the market approach to assess
the reasonableness of the indicated value implied by each financing round.
The derived enterprise value was allocated to the equity class on either a
fully diluted basis or using an option pricing model. The resulting indicated
value on a per share basis is then multiplied by the number of shares to
derive the fair market value.
American depository receipts
The Company values investments in American depositary receipts that
arefreely tradable and are listed on a national securities exchange or
reported on the NASDAQ national market at their last reported sales price
asof the valuation date. These investments are categorised in Level 1 of
thefair value hierarchy.
Convertible bonds
Convertible bonds are recorded at fair value using valuation techniques
based on observable inputs. These instruments are generally categorised
inLevel 2 of the fair value hierarchy. In instances where significant inputs
areunobservable, convertible bonds are categorised in Level 3 of the
fairvalue hierarchy.
Convertible preferred stock
The Company values Level 1 investments in convertible preferred stock that
are listed on a national securities exchange at their closing sales price as of
the valuation date. Level 3 investments in convertible preferred stock are
valued in accordance with the unlisted investments section above. As of
31December 2021, these investments are categorised in Level 1 and Level 3
of the fair value hierarchy.
Investment in private investment companies
The Company values investment in private investment companies using the
net asset values provided by the underlying private investment companies
as a practical expedient. The Company applies the practical expedient to its
private investment companies on an investment-by-investment basis and
consistently with the Company’s entire position in a particular investment,
unless it is probable that the Company will sell a portion of an investment
atan amount dierent from the NAV of the investment.
Equity swaps
Equity swaps may be centrally cleared or traded on the over-the-counter
market. The fair value of equity swaps is calculated based on the terms of
the contract and current market data, such as changes in fair value of the
reference asset. The fair value of equity swaps is generally categorised in
Level 2 of the fair value hierarchy.
Warrants
Warrants that are listed on major securities exchanges are valued at their
last reported sales price as of the valuation date. The fair value of over-the-
counter (“OTC”) warrants is determined using the Black-Scholes option
pricing model, a valuation technique that follows the income approach. This
pricing model takes into account the contract terms (including maturity) as
well as multiple inputs, including time value, implied volatility, equity prices,
interest rates and currency rates. Warrants are categorised in all levels of
the fair value hierarchy.
Fair value – valuation processes
The Company establishes valuation processes and procedures to ensure
that the valuation techniques are fair and consistent, and valuation inputs are
supportable. The Company designates the Investment Manager’s Valuation
Commiee to oversee the entire valuation process of the Company’s
investments. The Valuation Commiee comprises various members of the
Investment Manager, including those separate from the Company’s portfolio
management and trading functions, and reports to the Board.
The Valuation Commiee is responsible for developing the Company’s
wrien valuation processes and procedures, conducting periodic reviews
ofthe valuation policies, and evaluating the overall fairness and consistent
application of the valuation policies.
The Investment Manager’s Valuation Commiee meets on a monthly basis
or more frequently, as needed, to determine the valuations of the
Company’s Level 3 investments. Valuations determined by the Valuation
Commiee are required to be supported by market data, third-party pricing
sources, industry-accepted pricing models, counterparty prices or other
methods they deem to be appropriate, including the use of internal
proprietary pricing models.
The Company periodically tests its valuations of Level 3 investments by
performing back-testing. Back-testing involves the comparison of sales
proceeds of those investments to the most recent fair values reported and,
if necessary, uses the findings to recalibrate its valuation procedures.
On a regular basis, the Company engages the services of a third-party
valuation firm, the Independent Valuer, to perform an independent review
ofthe valuation of the Company’s Level 3 investments and may adjust its
valuations based on the recommendations from the Investment Manager’s
Valuation Commiee.
Translation of foreign currency
Assets and liabilities denominated in foreign currencies are translated into
United States Dollar amounts at the year-end exchange rates. Transactions
denominated in foreign currencies, including purchases and sales of
investments, and income and expenses, are translated into United States
Dollar amounts on the transaction date. Adjustments arising from foreign
currency transactions are reflected in the statement of operations.
The Company does not isolate that portion of the results of operations
arising from the eect of changes in foreign exchange rates on investments
from fluctuations arising from changes in market prices of investments held.
Such fluctuations are included in net realised and change in unrealised
gain/(loss) on securities, derivatives and foreign currency transactions in
thestatement of operations.
Reported net realised gain/(loss) from foreign currency transactions arise
from sales of foreign currencies; currency gains or losses realised between
the trade and selement dates on securities transactions; and the
dierence between the amounts of dividends, interest, and foreign
withholding taxes recorded on the Company’s books and the United States
Dollar equivalent of the amounts actually received or paid.
Net change in unrealised gain/(loss) from foreign currency translation of
assets and liabilities arises from changes in the fair values of assets and
liabilities, other than investments in securities at the end of the period,
resulting from changes in exchange rates.
Investment transactions and related investment income
Investment transactions are accounted for on a trade date basis. For the
year ended 31 December 2020, realised gains and losses on investment
transactions were determined using cost calculated on a first in, first out
basis. However, with eect from 1 January 2021, realised gains and losses on
investment transactions have been calculated on a specific identification
method. The change in accounting policy was made in order to achieve a
more favorable tax outcome for shareholders. It is impracticable to
determine the cumulative eect of applying the change in accounting
policy through retrospective application on prior periods owing to the
change in Administrator during the year, hence the change was made
prospectively as of the earliest date practicable, 1 January 2021. Note that,
following the change, there is no eect on either the Company’s net assets
as at 31 December 2021 or net increase/(decrease) in net assets resulting
from operations for the year then ended and the Directors are of the
opinion that any retrospective application of this change would not be
material to the prior period reported results.
Dividends are recorded on the ex-dividend date and interest is recognised
on the accrual basis.
Withholding taxes on foreign dividends have been provided for in accordance
with the Company’s understanding of the applicable country’s rules and rates.
Oseing of amounts related to certain contracts
Amounts due from and to brokers are presented on a net basis, by
counterparty, to the extent the Company has the legal right to oset the
recognised amounts and intends to sele on a net basis.
The Company has elected not to oset fair value amounts recognised
forcash collateral receivables and payables against fair value amounts
recognised for derivative positions executed with the same counterparty
under the same master neing arrangement. At 31 December 2021, the
Company had cash collateral receivables of US$12,228,870 (31 December
2020: US$5,191,837) (see Note 3) with derivative counterparties under the
same master neing arrangement.
Income taxes
The Company is exempt from taxation in Guernsey and is charged an
annual exemption fee of £1,200. The Company will only be liable to tax in
Guernsey in respect of income arising or accruing from a Guernsey source,
other than from a relevant bank deposit. It is not anticipated that such
Guernsey source taxable income will arise.
The Company is managed so as not to be resident in the UK for UK tax
purposes and as a foreign limited partnership for US tax purposes and
provides full tax reporting for its US shareholders.
The Company recognises tax benefits of uncertain tax positions only where
the position is more likely than not to be sustained assuming examination by
a tax authority based on the technical merits of the position. In evaluating
whether a tax position has met the recognition threshold, the Company must
presume the position will be examined by the appropriate taxing authority
and that taxing authority has full knowledge of all relevant information. A tax
position meeting the more likely than not recognition threshold is measured
to determine the amount of benefit to recognise in the Company’s financial
statements. Income tax and related interest and penalties would be
recognised as a tax expense in the statement of operations if the tax position
was deemed to meet the more likely than not threshold.
The Investment Manager has analysed the Company’s tax positions and has
concluded no liability for unrecognised tax benefits should be recorded in
relation to uncertain tax positions. Further, management is not aware of any
tax positions for which it is reasonably possible the total amounts of
unrecognised tax benefits will significantly change in the next twelve months.
Prior to re-domiciliation the Company did not record a provision for US
federal, state, or local income taxes because the participating members
reported their share of the Company’s income or loss on their income tax
returns. The Company files an income tax return in the US federal
jurisdiction, and may have to file income tax returns in various US states
andforeign jurisdictions. Generally, the Company was subject to income tax
examinations by major taxing authorities for the tax period since inception.
Based on its analysis, the Company determined that it had not incurred any
liability for unrecognised tax benefits as of 31 December 2021 or 31
December 2020.
1. Nature of operations and summary of significant accounting
policies (continued)
Annual Report and Accounts 202188 89RTW Venture Fund Limited

Notes to the Financial Statements
continued
Governance ReportStrategic Report Financial Statements Additional Information
Use of estimates
Preparing financial statements in accordance with US GAAP requires management to make estimates and assumptions in determining the reported
amounts of assets and liabilities, including the fair value of investments, and disclosure of contingent assets and liabilities as of the date of the financial
statements and the reported amounts of income and expenses during the reporting period. Actual results could dier from those estimates.
New accounting pronouncements
There were no new accounting pronouncements required to be adopted by the Company during the year.
2. Fair value measurements
The Company’s assets and liabilities recorded at fair value have been categorised based upon a fair value hierarchy as described in the Company’s
significant accounting policies in Note 1.
The following table presents information about the Company’s assets and liabilities measured at fair value as of 31 December 2021:
Level 1
US$
Level 2
US$
Level 3
US$
Investments
measured at net
asset value*
Total
US$
Assets (at fair value)
Investments in securities
Common stocks 249,490,511 16,001,524 1,943,967 – 267,4 36,0 02
Convertible preferred stocks 615,444 – 67,177,270 – 67,792,714
Exchange traded funds 32,097,322 – – – 32,097,322
Investment in private
investment companies
– – – 23,082,522 23,082,522
American depository receipts 18,047,224 – – – 18 ,0 47, 2 24
Convertible bonds – – 723,723 – 723,723
Total investments in securities 300,250,501 16,001,524 69,844,960 23,082,522 409,179,507
Derivative contracts
Equity swaps – 7,575,424 – – 7,575,424
Warrants 6,576 3,267,566 134,008 – 3,408,150
Total derivative contracts 6,576 10,842,990 134,008 – 10,983,574
300, 257,077 26,844,514 69,978,968 23,082,522 420,163,081
Liabilities (at fair value)
Securities sold short
Common stocks 8,844,744 – – 8,844,744
American depository receipts 473,649 – – 473,649
Total securities sold short 9,318,393 – – 9,318,393
Derivative contracts
Equity swaps – 3,310,833 – 3,310,833
Total derivative contracts – 3,310,833 – 3,310,833
9,318,393 3,310,833 – 12,629,226
* The Company’s investment in private investment companies that are valued at their net asset value are not categorized within the fair value hierarchy.
The following table presents information about the Company’s assets and liabilities measured at fair value as of 31 December 2020:
Level 1
US$
Level 2
US$
Level 3
US$
Total
US$
Assets (at fair value)
Investments in securities
Common stocks 307,923,358 34,091,286 9,087,3 81 351,102,025
Convertible preferred stocks 109,806 – 38,161,752 38,271,558
American depository receipts 1,417,052 – – 1 ,41 7,0 52
Total investments in securities 309,450,216 34,091,286 47,249,133 390,790,635
Derivative contracts
Warrants 75,917 2,721,084 133,983 2,930,984
Equity swaps – 1,782,958 – 1,782,958
Total derivative contracts 75,917 4,504,042 133,983 4,713,942
309,526,133 38,595,328 47,383,116 395,504,577
Liabilities (at fair value)
Securities sold short
Common stocks 6,507,323 – – 6,507,323
American depository receipts 165,036 – – 165,036
Total securities sold short 6,672,359 – – 6,672,359
Derivative contracts
Equity swaps – 579,782 – 579,782
Total derivative contracts – 579,782 – 579,782
6,672,359 579,782 – 7,252,141
Transfers between Levels 2 and 3 generally relate to whether significant relevant observable inputs are available for the fair value measurements in their
entirety. See Note 1 for additional information related to the fair value hierarchy and valuation techniques and inputs. For the year ended 31 December 2021,
the Company had transfers into Level 2 of US$9,064,760 from Level 3 due to conversion into publicly traded common stocks subject to an unexpired
180-day lock-up as at 31 December 2021 (2020: US$9,002,481) and transfers into Level 1 of US$20,330,984 from Level 3 due to conversion into publicly
traded common stocks (2020: US$4,999,996). During the year ended 31 December 2021, US$8,210,689 (2020: US$nil) relating to investment companies
measured using NAV as a practical expedient and which are not categorized in the fair value hierarchy, was transferred out of Level 3. Transfers between
levels are deemed to occur at year end.
2. Fair value measurements (continued)
Annual Report and Accounts 202190 91RTW Venture Fund Limited

Notes to the Financial Statements
continued
Governance ReportStrategic Report Financial Statements Additional Information
The following tables summarise the valuation techniques and significant unobservable inputs used for the Company’s investments that are categorised
within Level 3 of the fair value hierarchy as of 31 December 2021 and 31 December 2020:
Fair value at
31 December 2021
US$
Valuation
techniques
Significant
unobservable inputs
Range
of inputs
Assets (at fair value)
Investments in securities
Convertible preferred stocks 60,740,530 Discounted cash flow; WACC 16% – 38%
Market approach; Exit revenue multiple 3.0x – 4.0x
and/or option pricing model Expected volatility 40% – 135%
market up step multiple 1.0x – 1.8x
6,436,740 Price of most recent funding round n/a n/a
Common stocks 844,280 market approach; Expected volatility 60%
and/or option pricing model market up step multiple 1.1x – 1.7x
1,099,687 Price of most recent funding round n/a n/a
Convertible bonds 723,723 Price of most recent funding round n/a n/a
Total investments in securities 69,844,960
Derivative contracts
Warrants 133,983 Price of most recent funding round n/a n/a
25 Discounted cash flow; WACC 38%
Market approach; Exit revenue multiple 3.0x
and/or option pricing model Expected volatility 45%
Total derivative contracts 134,008
Fair value at
31 December 2020
US$
Valuation
techniques
Significant
unobservable inputs
Range
of inputs
Assets (at fair value)
Investments in securities
Convertible preferred stocks 20,777,728 Price of most recent funding round n/a n/a
17,384,024 Discounted cash flows, option pricing
model
WACC 28%–42%
Exit revenue multiple 4x
Expected volatility 50%–80%
Common stocks 8,741,068 Price of most recent funding round n/a n/a
346,313 Discounted cash flows, option pricing
model
Expected volatility 95%
Total investments in securities 47,249,133
Derivative contracts
Warrants 133,983 Price of most recent funding round n/a n/a
Total derivative contracts 133,983
The significant unobservable inputs used in the fair value measurements of Level 3 convertible preferred stocks are WACC, exit revenue multiple, and
expected volatility. Increases in the WACC in isolation would result in a lower fair value for the security, and vice versa. Increases in the exit multiple in
isolation would result in a higher fair value of the security, and vice versa. A change in volatility in isolation could result in a higher or lower fair value
forthe security.
The table on the following page presents additional information about Level 3 assets and liabilities measured at fair value. Both observable and
unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the
unrealised gains and losses for assets and liabilities within the Level 3 category may include changes in fair value that were aributable to both observable
and unobservable inputs
Changes in Level 3 assets and liabilities measured at fair value for the year ended 31 December 2021 were as follows:
Balance
beginning
1January 2021
US$
Realised gains/
(losses)
(a)
US$
Change in
Unrealised
gains/(losses)
(a)
US$
Purchases
US$
Sales
US$
Transfers into/
(from) Level 3*
US$
Ending
balance 31
December 2021
US$
Assets (at fair value)
Investments in securities
Convertible preferred stocks 38,161,752 1,440,394 13,226,721 46,075,180 (2,331,033) (29,395,744) 67,1 7 7, 270
Common stocks 9,087,3 81 – 502,587 564,688 – (8,210,689) 1,943,967
Convertible bonds – – – 723,723 – – 723,723
Total investments in securities 47,249,133 1,440,394 13,729,308 47,363,591 (2,331,033) (37,606,433) 69,844,960
Derivative contracts
Warrants 133,983 – 1 24 – – 134,008
Total derivative contracts 133,983 – 1 24 – – 134,008
* Conversions of preferred stock into common stock.
Changes in Level 3 assets and liabilities measured at fair value for the year ended 31 December 2020 were as follows:
Balance
beginning
1January 2020
US$
Realised gains/
(losses)
(a)
US$
Change in
Unrealised
gains/(losses)
(a)
US$
Purchases
US$
Sales
US$
Transfers into/
(from) Level 3*
US$
Ending
balance 31
December 2020
US$
Assets (at fair value)
Investments in securities
Convertible preferred stocks
26,064,551 – (640,023) 28,972,718 (3,000,004) (13,235,490) 38,161,752
Convertible notes
– – – 762,640 – (762,640) –
Common stocks
– – 125,210 8,966,519 – (4,348) 9,087, 381
Total investments in securities 26,064,551 – (514,813) 38,701,877 (3,000,004) (14,002,478) 47,249,133
Derivative contracts
Warrants
– – – 133,983 – – 133,983
Total derivative contracts – – – 133,983 – – 133,983
* Conversions of preferred stock and convertible notes into common stock.
(a) Realised and unrealised gains and losses are included in net realised and change in unrealised gain/(loss) on investments, derivatives and foreign currency transactions in the statement of operations.
Changes in Level 3 unrealised gains and losses during the year for assets still held at year end were as follows:
2021
US$
2020
US$
Convertible preferred stocks 12,873,757 (640,023)
Common stocks 497,9 66 125,210
Change in unrealised gains and losses during the year for assets still held at year end 13,371,723 (514,813)
Total realised gains and losses and unrealised gains and losses in the Company’s investment in securities, derivative contracts and securities sold short are made up of the following gain and loss elements:
2021
US$
2020
US$
Realised gains 54,163,408 17,159,030
Realised losses (14,532,072) (11,702,288)
Net realised gain on securities, derivative contracts and securities sold short 39,631,336 5,456,742
2021
US$
2020
US$
Change in unrealised gains 106,379,343 218,626,449
Change in unrealised losses (202,558,485) (58,476,609)
Net change in unrealised gain/(loss) on securities, derivative contracts and securities sold short (96,179,142) 160,149,840
As at 31 December 2021, the Company had commitments (subject to completion of certain parameters) to certain of its investments totaling US$2,358,325.
2. Fair value measurements (continued)
Annual Report and Accounts 202192 93RTW Venture Fund Limited

Notes to the Financial Statements
continued
Governance ReportStrategic Report Financial Statements Additional Information
3. Due to/from brokers
Due to/from brokers includes cash balances held with brokers and collateral on derivative transactions. Amounts due from brokers may be restricted to
theextent that they serve as deposits for securities sold short or cash posted as collateral for derivative contracts.
At 31 December 2021, amounts included within due from brokers of US$95,095 (31 December 2020: US$14,841,134) can be used for investment. The
Company pledged cash collateral to counterparties to over-the-counter derivative contracts of US$12,228,870 (31 December 2020: US$5,191,837) which
isincluded in due from brokers.
In the normal course of business, substantially all of the Company’s securities transactions, money balances, and security positions are transacted with the
Company’s prime brokers, Goldman Sachs & Co. LLC, Cowen Financial Products, LLC, UBS AG, Bank of America Merrill Lynch, Morgan Stanley & Co. LLC,
Jeries & Co. and J.P. Morgan Securities, LLC. The Company is subject to credit risk to the extent any broker with which it conducts business is unable to
fulfil contractual obligations on its behalf. The Company’s management monitors the financial condition of such brokers and does not anticipate any losses
from these counterparties.
4. Derivative contracts
In the normal course of business, the Company utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative
contracts are subject to additional risks that can result in a loss of all or part of an investment. The Company’s derivative activities and exposure to
derivative contracts are classified by the primary underlying risk, equity price risk and foreign currency exchange rate risk. In addition to its primary
underlying risk, the Company is also subject to additional counterparty risk due to the inability of its counterparties to meet the terms of their contracts.
Warrants
The Company may receive warrants from its portfolio companies upon an investment in the debt or equity of a portfolio company. The warrants provide
the Company with exposure and potential gains upon equity appreciation of the portfolio company’s share price.
The value of a warrant has two components: time value and intrinsic value. A warrant has a limited life and expires on a certain date. As time to the
expiration date of a warrant approaches, the time value of a warrant will decline. In addition, if the stock underlying the warrant declines in price, the intrinsic
value of an “in the money” warrant will decline. Further, if the price of the stock underlying the warrant does not exceed the strike price of the warrant on
the expiration date, the warrant will expire worthless. As a result, there is the potential for the Company to lose its entire investment in a warrant.
The Company is exposed to counterparty risk from the potential failure of an issuer of warrants to sele its exercised warrants. The maximum risk of loss
from counterparty risk to the Company is the fair value of the contracts and the purchase price of the warrants. The Company considers the eects of
counterparty risk when determining the fair value of its investments in warrants.
Equity swap contracts
The Company is subject to equity price risk in the normal course of pursuing its investment objectives. The Company may enter into equity swap contracts
either to manage its exposure to the market or certain sectors of the market, or to create exposure to certain equities to which it is otherwise not exposed.
Equity swap contracts involve the exchange by the Company and a counterparty of their respective commitments to pay or receive a net amount based
on the change in the fair value of a particular security or index and a specified notional amount.
Volume of derivative activities
The Company considers the average month-end notional amounts during the year, categorised by primary underlying risk, to be representative of the
volume of its derivative activities during the year ended 31 December 2021:
Primary underlying risk
31 December 2021 31 December 2020
Long exposure Short exposure Long exposure Short exposure
Notional
amounts US$
Notional
amounts US$
Notional
amounts US$
Notional
amounts US$
Equity price
Equity swaps 2,3 47,6 07 – 5,756,513 7,117,933
Warrants
(a)
9,031,998 66,149,127 1,487,443 –
11,379,605 66,149,127 7,243,956 7,117,933
(a) Notional amounts presented for warrants are based on the fair value of the underlying shares as if the warrants were exercised at each respective month end date.
Impact of derivatives on the statement of assets and liabilities and statement of operations
The following tables identify the fair value amounts of derivative instruments included in the statement of assets and liabilities as derivative contracts,
categorised by primary underlying risk, at 31 December 2021 and 31 December 2020. The following table also identifies the gain and loss amounts included
in the statement of operations as net realised gain/(loss) on derivative contracts and net change in unrealised gain/(loss) on derivative contracts,
categorised by primary underlying risk, for the year ended 31 December 2021 and 31 December 2020.
4. Derivative contracts (continued)
Primary underlying risk
31 December 2021
Derivative assets
US$
Derivative
liabilities
US$
Realised gain/
(loss)
US$
Change in
unrealised gain/
(loss)
US$
Equity price
Equity swaps 7,575,424 3,310,833 (1,651,404) 3,061,415
Warrants 3,408,150 – 2,443 (125,397)
10,983,574 3,310,833 (1,648,961) 2,936,018
Primary underlying risk
31 December 2020
Derivative assets
US$
Derivative
liabilities
US$
Realised gain/
(loss)
US$
Change in
unrealised gain/
(loss)
US$
Equity price
Equity swaps 1,782,958 579,782 – 1,185,485
Warrants 2,930,984 – (2,880,680) (45,635)
4,713,942 579,782 (2,888,680) 1,139,850
5. Securities lending agreements
The Company has entered into securities lending agreements with its prime brokers. From time to time, the prime brokers lend securities on the Company’s
behalf. As of 31 December 2021 and 31 December 2020, no securities were loaned and no collateral was received.
6. Oseing assets and liabilities
The Company is required to disclose the impact of oseing assets and liabilities represented in the statement of assets and liabilities to enable users of
the financial statements to evaluate the eect or potential eect of neing arrangements on its financial position for recognised assets and liabilities. These
recognised assets and liabilities are financial instruments and derivative instruments that are either subject to an enforceable master neing arrangement or
similar agreement or meet the following right of seto criteria: the amounts owed by the Company to another party are determinable, the Company has the
right to oset the amounts owed with the amounts owed by the other party, the Company intends to oset and the Company’s right of seto are
enforceable by law.
As of 31 December 2021 and 31 December 2020, the Company held financial instruments and derivative instruments that were eligible for oset in the
statement of assets and liabilities and are subject to a master neing arrangement. The master neing arrangement allows the counterparty to net
applicable collateral held on behalf of the Company against applicable liabilities or payment obligations of the Company to the counterparty. These
arrangements also allow the counterparty to net any of its applicable liabilities or payment obligations they have to the Company against any collateral
sentto the Company.
As discussed in Note 1, the Company has elected not to oset assets and liabilities in the statement of assets and liabilities. The following table presents
the potential eect of neing arrangements for asset derivative contracts presented in the statement of assets and liabilities:
Description
Gross amounts
of recognised
assets
Gross amounts
oset in the
statement of
assets and
liabilities
Gross amounts
of recognised
assets and
liabilities
31 December 2021
Gross amounts not oset in the
statement of assets and liabilities
Net amount
Financial
instruments
(a)
Cash collateral
received
(b)
Equity swaps
Cowen Financial Products, LLC 5,777,357 – 5,777,357 (1,532,754) – 4,244,603
Bank of America Merrill Lynch 1,396,737 – 1,396,737 (1,190,091) – 206,646
Morgan Stanley & Co. LLC 306,560 – 306,560 ( 7 7, 393) – 229,167
Jeries & Co. 78,710 – 78,710 (78,710) – –
UBS AG 16,060 – 16,060 (16,060) – –
7,575,424 – 7,575,424 (2,895,008) – 4,680,416
Annual Report and Accounts 202194 95RTW Venture Fund Limited

Notes to the Financial Statements
continued
Governance ReportStrategic Report Financial Statements Additional Information
Description
Gross amounts
of recognised
assets
Gross amounts
oset in the
statement of
assets and
liabilities
Gross
amounts of
recognised
assets and
liabilities
31 December 2020
Gross amounts not oset in the
statement of assets and liabilities
Net amount
Financial
instruments
(a)
Cash collateral
received
(b)
Equity swaps
Cowen Financial Products, LLC 1,487,760 – 1,487,760 (296,372) – 1,191,388
UBS AG 323,371 – 323,371 (60,876) – 262,495
Bank of America Merrill Lynch 32,659 – 32,659 (32,659) – –
1,843,790 1,843,790 (389,907) – 1,453,883
(a) Amounts related to master neing agreements (e.g. ISDA), determined by the Company to be legally enforceable in the event of default and if certain other criteria are met in accordance with applicable
oseing accounting guidance but were not oset due to management’s accounting policy election.
(b) Amounts related to master neing agreements and collateral agreements determined by the Company to be legally enforceable in the event of default, but certain other criteria are not met in accordance
with applicable oseing accounting guidance. The collateral amounts may exceed the related net amounts of financial assets and liabilities presented in the statement of assets and liabilities. If this is the
case, the total amount reported is limited to the net amounts of financial assets and liabilities with that counterparty.
The following tables present the potential eect of neing arrangements for liability derivative contracts presented in the statement of assets and liabilities
as of 31 December 2021 and 31 December 2020:
Description
Gross amounts
of recognised
liabilities
Gross amounts
oset in the
statement of
assets and
liabilities
Gross amounts
of recognised
liabilities
31 December 2021
Gross amounts not oset in the
statement of assets and liabilities
Net amount
Financial
instruments
(a)
Cash collateral
pledged
(b)
Equity swaps
Cowen Financial Products, LLC 1,532,754 – 1,532,754 (1,532,754) – –
Bank of America Merrill Lynch 1,190,091 – 1,190,091 (1,190,091) – –
Jeries & Co. 406,977 – 406,977 (78,710) (328,267) –
UBS AG 103,618 – 103,618 (16,060) (87,5 58) –
Morgan Stanley & Co. LLC 7 7,39 3 – 7 7,393 (77,393) – –
3,310,833 – 3,310,833 (2,895,008) (415,825) –
Description
Gross amounts
of recognised
liabilities
Gross amounts
oset in the
statement of
assets and
liabilities
Gross amounts
of recognised
liabilities
31 December 2020
Gross amounts not oset in the
statement of assets and liabilities
Net amount
Financial
instruments
(a)
Cash collateral
pledged
(b)
Equity swaps
Cowen Financial Products, LLC 296,372 – 296,372 (296,372) – –
UBS AG 60,876 – 60,876 (60,876) – –
Bank of America Merrill Lynch 284,370 – 284,370 (32,659) – 251,711
641,618 – 641,618 (389,907) – 251,711
(a) Amounts related to master neing agreements (e.g. ISDA), determined by the Company to be legally enforceable in the event of default and if certain other criteria are met in accordance with applicable
oseing accounting guidance but were not oset due to management’s accounting policy election.
(b) Amounts related to master neing agreements and collateral agreements determined by the Company to be legally enforceable in the event of default, but certain other criteria are not met in accordance
with applicable oseing accounting guidance. The collateral amounts may exceed the related net amounts of financial assets and liabilities presented in the statement of assets and liabilities. If this is the
case, the total amount reported is limited to the net amounts of financial assets and liabilities with that counterparty.
7. Securities sold short
The Company is subject to certain inherent risks arising from its investing activities of selling securities short. The ultimate cost to the Company to acquire
these securities may exceed the liability reflected in these financial statements.
8. Risk factors
Some underlying investments may be deemed to be a highly speculative
investment and are not intended as a complete investment program. The
Company is designed only for sophisticated persons who are able to bear
the economic risk of the loss of their entire investment in the Company and
who have a limited need for liquidity in their investment. The following risks
are applicable to the Company:
Market risk
Certain events particular to each market in which Portfolio Companies
conduct operations, as well as general economic and political conditions,
may have a significant negative impact on the operations and profitability
ofthe Company’s investments and/or on the fair value of the Company’s
investments. Such events are beyond the Company’s control, and the
likelihood they may occur and the eect on the Company cannot be
predicted. The Company intends to mitigate market risk generally by
investing in LifeSci Companies in various geographies.
Portfolio Company products are subject to regulatory approvals and actions
with new drugs, medical devices and procedures being subject to extensive
regulatory scrutiny before approval, and approvals can be revoked.
The market value of the Company’s holdings in public Portfolio Companies
could be aected by a number of factors, including, but not limited to; a
change in sentiment in the market regarding the public Portfolio Companies,
the market’s appetite for specific asset classes, and the financial or
operational performance of the public Portfolio Companies.
The size of investments in public Portfolio Companies or involvement in
management may trigger restrictions on buying or selling securities. Laws
and regulations relating to takeovers and inside information may restrict the
ability of the Company to carry out transactions, or there may be delays or
disclosure requirements before transactions can be completed.
Equity prices and returns from investing in equity markets are sensitive to
various factors, including but not limited to; expectations of future dividends
and profits, economic growth, exchange rates, interest rates, and inflation.
Biotech/healthcare companies
The Portfolio Companies are biotechnology companies. Biotech companies
are generally subject to greater governmental regulation than other
industries at both the state and federal levels. Changes in governmental
policies may have a material eect on the demand for or costs of certain
products and services.
Any failure by a Portfolio Company to develop new technologies or to
accurately evaluate the technical or commercial prospects of new
technologies could result in it failing to achieve a growth in value and this
could have a material adverse eect on the Company’s financial condition.
Portfolio Companies may not successfully translate promising scientific
theory into a commercially viable business opportunity. Further, the
Companies’ therapies in development may fail clinical trials and therefore
nolonger be viable.
Portfolio Company products are subject to intense competition and
thereare many factors that will aect whether the new therapies released
bythe Portfolio Companies gain market share against competitors and
existing therapies.
Portfolio Companies may be newer small and mid-size LifeSci Companies.
These companies may be more volatile and have less experience and fewer
resources than more established companies.
Concentration risk
The Company may not make an investment or a series of investments in
aPortfolio Company that result in the Company’s aggregate investment
insuch Portfolio Company exceeding 15 per cent. of the Company’s gross
assets, save for Rocket for which the limit will be 25 per cent. as stated in
the Company’s prospectus. Each of these investment restrictions will be
calculated as at the time of investment. As such, it is possible that the
Company’s portfolio may be concentrated at any given point in time,
potentially with more than 15 per cent. of gross assets held in one Portfolio
Company as Portfolio Companies increase or decrease in value following
such initial investment. The Company’s portfolio of investments may also
lack diversification among LifeSci Companies and related investments.
Concentration of credit risk
In the normal course of business, the Company maintains its cash balances
in financial institutions, which at times may exceed US federal or UK insured
limits, as applicable. The Company is subject to credit risk to the extent any
financial institution with which it conducts business is unable to fulfil
contractual obligations on its behalf. Management monitors the financial
condition of such financial institutions and does not anticipate any losses
from these counterparties.
Counterparty risk
The Company invests in equity swaps and takes the risk of non-
performance by the other party to the contract. This risk may include credit
risk of the counterparty, the risk of selement default, and generally, the risk
of the inability of counterparties to perform with respect to transactions,
whether due to insolvency, bankruptcy or other causes.
In an eort to mitigate such risks, the Company will aempt to limit its
transactions to counterparties which are established, well capitalised
andcreditworthy.
Liquidity risk
Liquidity risk is the risk that the Company cannot meet its financial
commitments as they fall due.The Company’s unquoted investments may
have limited or no secondary market liquidity so the Investment Manager
maintains a sucient balance of cash and market quoted securities which
can be sold if needed to meet its commitments.
The Company’s investments in quoted securities may also be subject to
sale restrictions on listing and when the Investment Manager is subject to
close periods or privy to confidential information by virtue of their active
involvement in the management of portfolio companies.
Derivative transactions may not be liquid in all circumstances, such that in
volatile markets it may not be possible to close out a position without
incurring a loss. The illiquidity of the derivatives markets may be due to
various factors, including congestion, disorderly markets, limitations on
deliverable supplies, the participation of speculators, government regulation
and intervention, and technical and operational or system failures.
Foreign exchange risk
The Company will make investments in various jurisdictions in a number of
currencies and will be exposed to the risk of currency fluctuations that may
materially adversely aect, amongst other things, the value of the Portfolio
Company or the Company’s investment in such Portfolio Company, or any
distributions received from the Portfolio Company. Under its investment
policy, the Company does not intend to enter into any securities or
financially engineered products designed to hedge portfolio exposure
ormitigate portfolio risk as a core part of its investment strategy.
6. Oseing assets and liabilities (continued)
Annual Report and Accounts 202196 97RTW Venture Fund Limited

Notes to the Financial Statements
continued
Governance ReportStrategic Report Financial Statements Additional Information
9. Share capital
During the year the Company issued 20,873,403 Ordinary Shares, as follows:
2021 2020
Number of
Ordinary Shares
Number of
Ordinary Shares
As at 1 January 191,515,735 161,544,695
Issuance of Ordinary Shares 20,873,403 29,971,040
As at 31 December 212,389,138 191,515,735
Ordinary Shares carry the right to receive all income of the Company
aributable to the Ordinary Shares and to participate in any distribution
ofsuch income made by the Company. Such income shall be divided pari
passu among the holders of Ordinary Shares in proportion to the number
ofOrdinary Shares held by them.
Ordinary Shares shall carry the right to receive notice of and aend and vote
at any general meeting of the Company, and at any such meeting on a
show of hands, every holder of Ordinary Shares present in person (includes
present by aorney or by proxy or, in the case of a corporate member, by
duly authorised corporate representative) and entitled to vote shall have one
vote, and on a poll, subject to any special voting powers or restrictions,
every holder of Ordinary Shares present in person or by proxy shall be
entitled to one vote for each Ordinary Share, or fraction of an Ordinary
Share, held.
The Performance Allocation Amount will be allocated to the Performance
Allocation Share Class Fund. All Performance Allocation Shares are held by
RTW Venture Performance, LLC. As at 31 December 2021, there is one
Performance Allocation Share in issue (31 December 2020: one).
Performance Allocation Shares shall carry the right to receive, and participate
in, any dividends or other distributions of the Company available for dividend
or distribution. Performance Allocation Shares shall not be entitled to receive
notice of, to aend or to vote at general meetings of the Company.
Management Shares shall not be entitled to receive, and participate in, any
dividends or other distributions of the Company available for dividend or
distribution. Management Shares shall be entitled to receive notice of, to
aend or to vote at general meetings of the Company. Upon admission the
Management shares of the Company were compulsorily redeemed by the
Directors for nil consideration.
For all share classes, subject to compliance with the solvency test set out in
the Companies Law, the Board may declare and pay such annual or interim
dividends and distributions as appear to be justified by the position of the
Company. The Board may, in relation to any dividend or distribution, direct
that the dividend or distribution shall be satisfied wholly or partly by the
distribution of assets, and in particular of paid up shares or reserves of any
nature as approved by the Company.
10. Related party transactions
Management Fee
The Investment Manager receives a monthly management fee, in advance,
as of the beginning of each month in an amount equal to 0.104% (1.25% per
annum) of the net assets of the Company (the “Management Fee”). For
purposes of determining the Management Fee, private investments will be
valued at the fair value. The Management Fee will be prorated for any period
that is less than a full month. The Management Fees charged for the year
amounted to US$4,813,854 (31 December 2020: US$2,912,850) of which
US$nil (31 December 2020: US$nil) was outstanding at the year end.
Performance Allocation
The Articles provide that in respect of each Performance Allocation Period,
the Performance Allocation Amount shall be allocated to the Performance
Allocation Share Class Fund, subject to the satisfaction of a hurdle condition.
The Performance Allocation Amount relating to the Performance Allocation
Period is an amount equal to:
((A-B) x C) x 20 per cent.
where:
A is the Adjusted Net Asset Value per Ordinary Share on the Calculation
Date, adjusted by:
adding back (i) the total net Distributions (if any) per Ordinary Share
(whether paid, or declared but not yet paid) during the Performance
Allocation Period; and (ii) any accrual for the Performance Allocation for
the current Performance Allocation Period reflected in the Net Asset
Value per Ordinary Share; and deducting any accretion in the Net Asset
Value per Ordinary Share resulting from either the issuance of Ordinary
Shares at a premium or the repurchase or redemption of Ordinary Shares
at a discount during the Performance Allocation Period;
B is the Adjusted Net Asset Value per Ordinary Share at the start of the
Performance Allocation Period; and
C is the time weighted average number of Ordinary Shares in issue during
the Performance Allocation Period.
The Hurdle Amount represents an 8 per cent. annualised compounded rate
of return in respect of the Adjusted Net Asset Value per Ordinary Share from
the start of the initial Performance Allocation Period through the then
current Performance Allocation Period.
The Performance Allocation Share Class Fund can elect to receive the
Performance Allocation Amount in Ordinary Shares; cash; or a mixture of the
two, subject to a minimum 50% as Ordinary Shares. The Performance
Allocation Share Class Fund entered into a leer agreement dated 21 April
2020, pursuant to which the Performance Allocation Share Class Fund agreed
to defer distributions of the Company’s Ordinary Shares that would otherwise
be distributed to the Performance Allocation Share Class Fund no later than
30 business days aer the publication of the Company’s audited annual
financial statements. Under that leer agreement, such Ordinary Shares shall
be distributed to the Performance Allocation Share Class Fund at such time
or times as determined by the Board of Directors of the Company.
Notes to the Financial Statements
continued
The Company will increase or decrease the amount owed to the Performance Allocation Share Class Fund based on its investment exposure to the
Company’s performance had such Performance Ordinary Shares been so issued. The Performance Allocation Amount for the year ended 31 December
2021 includes the residual, undistributed Performance Allocation Amounts from prior years that were previously converted into a total of 14,228,208 Notional
Ordinary Shares. These Notional Ordinary Shares are subject to market risk alongside the Ordinary Shares and incurred a mark-to-market loss of
US$3,559,670 in 2021. Additionally, there was a reallocation of the uncrystallized performance allocation back to Ordinary Shareholders of US$4,475,709
related to the Company’s performance in the year. Together with the Notional Ordinary Shares mark-to-market loss of US$3,559,670, the total period to
date performance allocation reversal is US$8,035,379, which is incorporated into the value of the 31 December 2021 Performance Allocation balance of
US$24,320,504.
Until the Company makes a distribution of Ordinary Shares to the Performance Allocation Share Class Fund, the Company will have an unsecured
discretionary obligation to make such distribution at such time or times as the Board of Directors of the Company determines. RTW Venture Performance,
LLC has agreed to the deferral of the distributions of the Company’s Ordinary Shares in connection with its own tax planning. The Company does not
believe that the deferral of such distributions to the Performance Allocation Share Class Fund will have any negative eects on holders of the Company’s
Ordinary Shares.
The Investment Manager is a member of the Performance Allocation Share Class Fund, and will therefore receive a proportion of the Performance
Allocation Amount. In May 2021, the Board approved a cash distribution of US$4,974,920 to the Performance Allocation Share Class Fund (31 December
2020: US$4,147,980). At the year end the Performance Allocation was US$24,320,504 (31 December 2020: US$37,330,803).
The Investment Manager is also refunded any research costs incurred on behalf of the Company.
One of the Directors of the Company, Stephanie Sirota, is also a partner and the Chief Business Ocer of the Investment Manager. The following table
represents the number of related parties who served on the board of directors of investments held by the Company during the year ended 31 December
2021 and 31 December 2020:
Investments Partners Employees
Rocket Two
(a)
One
HSAC2 Holdings II Two
(a)
One
Ji Xing One
(b)
One
RTW Royalty (#1) – One
RTW Royalty (#2) – One
Yarrow Biotechnology One
(b)
One
(a) Roderick Wong, Naveen Yalamanchi
(b) Roderick Wong.
As at 31 December 2021, the number of Ordinary Shares held by each Director was as follows:
2021 2020
Number of
Ordinary Shares
Number of
Ordinary Shares
William Simpson 150,000 100,000
Paul Le Page 103,000 103,000
William Sco 150,000 100,000
Stephanie Sirota 1,000,000 763,004
William Simpson added to his holding during the year by purchasing 50,000 Ordinary Shares in the Company’s share issuance programme at a premium
toNAV. Stephanie Sirota added to her holding during the year by purchasing 236,996 Ordinary Shares in the Company’s share issuance programme at a
premium to NAV. William Sco added to his holding during the year by purchasing 50,000 Ordinary Shares in the Company’s share issuance programme
ata premium to NAV.
Roderick Wong is a major shareholder and also a member of the Investment Manager. As at 31 December 2021, he held 29,218,773 (13.76% of the Ordinary
Shares in issue) (31 December 2020: 27,286,368, 14.25% of the Ordinary Shares in issue) Ordinary Shares in the Company.
The total Directors’ fees expense for the year amounted to US$214,353 (31 December 2020: US$220,875) of which US$52,761 was outstanding at
31 December 2021 (31 December 2020: US$53,136), included within accrued expenses.
11. Administrative services
On 1 February 2021, Elysium Fund Management Limited (“EFML”) was appointed as Administrator, taking over the administration, corporate secretarial,
corporate governance and compliance services from Ocorian Administration (Guernsey) Limited (“OAGL”). Further, from 1 February 2021 Morgan Stanley
Fund Services USA LLC (“MSFS”) was appointed to serve as the Company’s Sub-Administrator.
During the year EFML and MSFS charged administration fees of US$107,767 and US$223,067 respectively (2020: OAGL charged US$233,459) of which
US$8,396 and US$76,053 (2020: US$51,947 was outstanding to OAGL) was outstanding at 31 December 2021, and is included within accrued expenses.
Annual Report and Accounts 202198 99RTW Venture Fund Limited Annual Report and Accounts 202199 RTW Venture Fund limited

Notes to the Financial Statements
continued
Governance ReportStrategic Report Financial Statements Additional information
12. Financial highlights
Financial highlights for the year ended 31 December 2021 and 31 December 2020 are as follows:
2021 2020
Per Ordinary Share operating performance
Net Asset Value, beginning of year US$ 1.96 US$ 1.27
Issuance of Ordinary Shares 0.02 0.02
Income from investments
Net investment income/(loss) (0.04) (0.03)
Net realised and unrealised gain/(loss) on investments, derivatives and foreign currency transactions (0.23) 0.70
Total from investment operations (0.27) 0.67
Net Asset Value, end of year US$ 1.71 US$ 1.96
Total return
Total return before Performance Allocation (15.35)% 62.35%
Performance Allocation 2.58% (8.46)%
Total return aer Performance Allocation (12.77)% 53.89%
Ratios to average net assets*
Expenses 2.22% 2.11%
Performance Allocation (2.11)% 13.56%
Expenses and Performance Allocation 0.11% 15.67%
Net investment income/(loss) (2.04)% (2.05)%
NAV total return for the year (15.35)% 62.35%
* The Company’s annualised ongoing charges ratio is 1.78%, calculated in accordance with the AIC recommended methodology, which excludes non-recurring costs and uses the average NAV in its calculation.
Financial highlights are calculated for Ordinary Shares. An individual shareholder’s financial highlights may vary based on participation in new issues,
dierent Performance Allocation arrangements, and the timing of capital share transactions. Net investment income/loss does not reflect the eects of the
Performance Allocation.
13. Subsequent events
On 6 January 2022, CinCor announced pricing of its US$193.6 million IPO, by oering 12.1 million shares at US$16.00 per share. The shares began trading on
Nasdaq Global Market on 7 January 2022 under ticker “CINC”.
These financial statements were approved by the Board of Directors and available for issuance on 30 March 2022. Subsequent events have been evaluated
through this date.
The Company
RTW Venture Fund Limited is a company that was incorporated as a limited
liability corporation in the State of Delaware, United States of America on 16
February 2017, with the name “RTW Special Purpose Fund I, LLC”, and
re-domiciled into Guernsey under the Companies Law on 2 October 2019
with registration number 66847 on the Guernsey Register of Companies.
The Company is registered with the Guernsey Financial Services
Commission (“GFSC”) as a Registered Closed-ended Collective Investment
Scheme and is an investment company limited by shares. The registered
oce of the Company is 1st Floor, Royal Chambers, St Julian’s Avenue, St
Peter Port, Guernsey, GY1 3JX.
On 30 October 2019, the issued Ordinary Shares of the Company were
listed and admied to trading on the Specialist Fund Segment of the Main
Market of the London Stock Exchange. The ISIN of the Company’s ordinary
shares is GG00BKTRRM22 and trades under the ticker symbol “RTW”.
The Company’s Ordinary Shares were admied to trading on the Premium
Segment of the London Stock Exchange with eect from 6 August 2021.
Investment Objective
The Company seeks to achieve positive absolute performance and superior
long-term capital appreciation, with a focus on forming, building, and
supporting world-class life sciences, biopharmaceutical and medical
technology companies. It intends to create a diversified portfolio of
investments across a range of businesses, each pursuing the development
of superior pharmacological or medical therapeutic assets to enhance the
quality of life and/or extend patient life.
Investment Policy
The Company seeks to achieve its investment objective by leveraging
RTWInvestments, LP’s (the “Investment Manager”) data-driven proprietary
pipeline of innovative assets to invest in LifeSci Companies:
– across various geographies (globally);
– across various therapeutic categories and product types (including but
not limited to genetic medicines, biologics, traditional modalities such as
small molecule pharmaceuticals and antibodies, and medical devices);
– in both a passive and active capacity and intends, from time to time, to
take a controlling or majority position with active involvement in a Portfolio
Company to assist and influence its management. In those situations, it is
expected that the Investment Manager’s senior executives may serve in
temporary executive capacities; and
– by participation in opportunities created by the Investment Manager’s
formation of companies de novo when a significant unmet need has
been identified and the Company is able to build a dierentiated,
sustainable business to address said unmet need.
The Company expects to invest approximately 80 per cent. of its gross
assets in the investments to be made in the biopharmaceutical sector and
approximately 20 per cent. of its gross assets in the investments to be
made in the medical technology sector.
The Company’s portfolio will reflect its view of the most compelling
opportunities available to the Investment Manager, with an initial investment
in each privately held Portfolio Company (“Private Portfolio Company”)
expected to start in a low single digit per cent. of the Company’s gross
assets and grow over time, as the Company may, if applicable, participate in
follow-on investments and/or continue holding the Portfolio Company as it
becomes publicly-traded. It is intended certain long-term holds will increase
in size and may represent between five and ten per cent. or greater of the
Company’s gross assets.
The Company anticipates deploying one-third of its capital toward early-stage
and de novo company formations (including newly formed entities around
early-stage academic licenses and commercial stage corporate assets) and
two-thirds of its capital in mid- to late-stage ventures.
The Company may choose to invest in Portfolio Companies listed on a
public stock exchange (“Public Portfolio Companies”) depending on
market conditions and the availability of appropriate investment
opportunities. Equally, as part of a full-life cycle investment approach, it is
expected that Private Portfolio Companies may later become Public
Portfolio Companies. Monetisation events such as IPOs and reverse
mergers will not necessarily represent exit opportunities for the Company.
Rather, the Company may decide to retain all or some of its investment in
such Portfolio Companies where they continue to meet the standard of
diligence set by the Investment Manager. The Company is not required to
allocate a specific percentage of its assets to Private Portfolio Companies
or Public Portfolio Companies.
The Company also intends, where appropriate, to invest further in its Portfolio
Companies, supporting existing investments throughout their lifecycle. The
Company may divest its interest in Portfolio Companies in part or in full
when the risk–reward trade-o is deemed to be less favourable.
From time to time, the Company may seek opportunities to optimise investing
conditions, and to allow for such circumstances, the Company will have the
ability to hedge or enter into securities or derivative structures in order to
enhance the risk-reward position of the portfolio and its underlying securities.
Investment restrictions
The Company will be subject to the following restrictions when making
investments in accordance with its investment policy:
– the Company may not make an investment or a series of investments in
aPortfolio Company that result in the Company’s aggregate investment
insuch Portfolio Company exceeding 15 per cent. (or, in the case of Rocket
Pharmaceuticals, Inc., 25 per cent.) of the Company’s gross assets at the
time of each such investment;
– the Company may not make any direct investment in any tobacco
company and not knowingly make or continue to hold any Public Portfolio
Company investments that would result in exposure to tobacco
companies exceeding one per cent. of the aggregate value of the Public
Portfolio Companies from time to time.
Each of these investment restrictions will be calculated as at the time of
investment. In the event that any of the above limits are breached at any
point aer the relevant investment has been made (for instance, upon
successful realisation of economic and/or scientific milestones or as a result
of any movements in the value of the Company’s gross assets), there will
be no requirement to sell or otherwise dispose of any investment (in whole
or in part).
General company information
Investment Objective and Investment Policy
Governance ReportStrategic Report Financial Statements Additional Information
101Annual Report and Accounts 2021100 RTW Venture Fund Limited 100

Leverage and borrowing limits
The Company will have no leverage as at the date of Admission but may
use conservative leverage in the future in order to enhance returns and
maximise the growth of its portfolio, as well as for working capital purposes,
up to a maximum of 50 per cent. of the Company’s net asset value at the
time of incurrence. Any other decision to incur indebtedness may be taken
by the Investment Manager for reasons and within such parameters as are
approved by the Board. There are no limitations placed on indebtedness
incurred in the Company’s underlying investments.
Capital deployment
The Company anticipates that it will initially, upon Admission and upon any
subsequent capital raises, invest up to 80 per cent. of available cash in
Public Portfolio Companies that have been diligenced by the Investment
Manager and represent holdings in other portfolios managed by the
Investment Manager, subsequently rebalancing the portfolio between Public
Portfolio Companies and Private Portfolio Companies as opportunities to
invest in the laer become available.
Cash management
The Company’s uninvested capital may be invested in cash instruments
orbank deposits pending investment in Portfolio Companies or used for
working capital purposes.
Hedging
As described above, the Company may seek opportunities to optimise
investing conditions, and to allow for such circumstances, there will be no
limitations placed on the Company’s ability to hedge or enter into securities
or derivative structures in order to enhance the risk-reward position of the
portfolio and its underlying securities.
On an ongoing basis, the Company does not intend to enter into any
securities or financially engineered products designed to hedge portfolio
exposure or mitigate portfolio risk as a core part of its investment strategy,
but may enter into hedging transactions to hedge individual positions or
reduce volatility related to specific risks such as fluctuations in foreign
exchange rates, interest rates, and other market forces.
Defined Terms
“Adjusted Net Asset
Value”
the NAV adjusted by deducting the unrealised
gains and unrealised losses in respect of
private Portfolio Companies;
“Acelyrin” Acelyrin. Inc.;
“Administrator” means Elysium Fund Management Limited;
“AIC” the Association of Investment Companies;
“AIC Code” the AIC Code of Corporate Governance dated
February 2019;
“AIFM” means Alternative Investment Fund Manager;
“AIFMD” the Alternative Investment Fund Managers
Directive;
“Alcyone” Alcyone Therapeutics, Inc.;
“Ancora” Ancora Heart, Inc.;
“Annual General
Meeting” or “AGM”
the annual general meeting of the shareholders
of the Company;
“Annual Report” the Annual Report and audited financial
statements;
“Antibody” a large Y-shaped blood protein that can stick
to the surface of a virus, bacteria, or receptor
on a cell;
“Antibody-
Oligonucleotide
Conjugates” or “AOC”
molecules that combine structures of an
antibody and an oligo;
“Artios” Artios Pharma, Inc.;
“Artiva” Artiva Biotherapeutics, Inc.;
“Athira” Athira Pharma, Inc.;
“Autoimmune diseases” conditions, where the immune system
mistakenly aacks a body tissue;
“Avidity” Avidity Biosciences, Inc.;
“Beta Bionics” Beta Bionics, Inc.;
“Biomea” Biomea Fusion, Inc.;
“BLA” or “Biological
License Application”
a request for permission to introduce, or deliver
for introduction, a biologic product into
interstate commerce;
“C4 Therapeutics” or
“C4T”
C4 Therapeutics, Inc.;
“Cardiac myosin” a target of the treatment development for a
cardiovascular condition;
“Cardiovascular
disease”
conditions aecting heart and vascular system;
“CinCor” CinCor Pharma, Inc.;
“Clinical stage” or
“clinical trial”
a therapy in development goes through a
number of clinical trials to ensure its safety and
ecacy. The trials in human subjects range
from Phase 1 to Phase 3. All studies done prior
to clinical testing in human subjects are
considered preclinical;
“Companies Law” the Companies (Guernsey) Law, 2008 (as
amended);
“Company” or “RTW
Venture Fund Limited”
RTW Venture Fund Limited is a company
incorporated in and controlled from Guernsey
as a close-ended Investment Company. The
Company has an unlimited life and is registered
with the GFSC as a Registered Closed-ended
Collective Investment Scheme. The registered
oce of the Company is 1st Floor, Royal
Chambers, St Julian’s Avenue, St Peter Port,
Guernsey, GY1 3JX;
“Company’s Articles” means the Company’s Articles of
Incorporation;
“Corporate Brokers” being Barclays and J.P. Morgan Cazenove, until
February 2022, when BofA Securities was
appointed and Barclays ceased to act for the
Company;
“Crohn’s Disease” a condition, in which a part(s) of digestive tract
is inflamed;
“CRS” Common Reporting Standard;
“Danon Disease” a rare genetic heart condition in children,
predominantly boys;
“Directors” or “Board” the directors of the Company as at the date of
this document, or who served during the
reporting period, and “Director” means any one
of them;
“Dravet Syndrome” a type of rare paediatric epilepsy;
“DTR” Disclosure Guidance and Transparency Rules
of the UK’s FCA;
“Encoded” Encoded Therapeutics, Inc.;
“EU” or “European
Union”
the European Union first established by the
treaty made at Maastricht on 7 February 1992;
“Fanconi Anemia” a rare genetic blood condition in young
children;
“FATCA” the Foreign Account Tax Compliance Act;
“FCA” the Financial Conduct Authority;
“FCA Rules” the rules or regulations issued or promulgated
by the FCA from time to time and for the time
being in force (as varied by any waiver or
modification granted, or guidance given, by the
FCA);
“FDA” the US Food and Drug Administration;
“FDA Breakthrough
Device Designation”
a process designed to facilitate the
development and expedite the review of the
device that provides a more eective treatment
or diagnosis of life-threatening or irreversibly
debilitating human disease or conditions;
“FDA Breakthrough Drug
Designation”
a process designed to expedite the
development and review of drugs which may
demonstrate substantial improvement over
available therapy;
“FDA Fast Track
designation”
a process designed to facilitate the
development and expedite the review of drugs
to treat serious conditions and fill an unmet
medical need;
“FRC” the Financial Reporting Council;
GlossaryGeneral company information
Investment Objective and Investment Policy
continued
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
102 103RTW Venture Fund Limited

“Gene therapy” a biotechnology that uses gene delivery
systems to treat or prevent a disease;
“Genetic Medicine” an approach to treat or prevent a disease using
gene therapy or RNA medicines;
“GFSC” the Guernsey Financial Services Commission;
“GFSC Code” the GFSC Finance Sector Code of Corporate
Governance as amended February 2016;
“GH Research” GH Research PLC;
“HCM” or “Hypertrophic
cardiomyopathy”
a cardiovascular disease characterized by an
abnormally thick heart muscle;
“Immunocore” Immunocore Limited;
“InBrace” InBrace or Swi Health, Inc.;
“Independent Valuer” Alvarez & Marsal Valuation Services, LLC;
“Infantile Malignant
Osteopetrosis” or “IMO”
a rare genetic bone disease in young children,
manifesting in an increased bone density;
“Inivata” Inivata Ltd;
“Interim Report” the interim (half-yearly) report and financial
statements;
“Investigational New
Drug” or “IND”
the FDA’s investigational New Drug program is
the means by which a pharmaceutical
company obtains permission to start human
clinical trials;
“Investment Manager” RTW Investments, LP, also referred to as RTW;
“IPEV Guidelines” the International Private Equity and Venture
Capital Valuation Guidelines;
“IPO” an initial public oering;
“IRR” internal rate of return;
“ISDA” International Swaps and Derivatives
Association;
“iTeos” iTeos Therapeutics, Inc.;
“JIXING” Ji Xing Pharmaceuticals, formerly China New
Co;
“Kyverna” Kyverna Therapeutics, Inc.;
“Landos” Landos Biopharma, Inc.;
“Lentiviral vector or
“LV V”
based gene therapy – a type of viral vector
used to deliver a gene;
“Leukocyte adhesion
deficiency” or “LAD-I”
a rare genetic disorder of immunodeficiency in
young children;
“LifeSci Companies” companies operating in the life sciences,
biopharmaceutical, or medical technology
industries;
“Listing Rules” the listing rules made under section 73A of the
Financial Services and Markets Act 2000 (as
set out in the FCA Handbook), as amended;
“London Stock
Exchange” or “LSE”
London Stock Exchange plc;
“LSE” London Stock Exchange’s main market for
listed securities;
“Lycia” Lycia Therapeutics, Inc.;
“Magnolia Medical” or
“Magnolia”
Magnolia Medical Technologies, Inc.;
“Medtech” medical technology sector within healthcare;
“Milestone” Milestone Pharmaceuticals, Inc.;
“MOC” Multiple on capital is the ratio of realised and
unrealised gains divided by the acquisition cost
of an investment;
“Monte Rosa” Monte Rosa Therapeutics, Inc.;
“Myotonic Dystrophy” a genetic condition that aects muscle
function;
“NASDAQ Biotech” a stock market index made up of securities of
NASDAQ-listed companies classified
according to the Industry Classification
Benchmark as either the Biotechnology or the
Pharmaceutical industry;
“Net Asset Value” or
“NAV”
the value of the assets of the Company less its
liabilities, calculated in accordance with the
valuation guidelines laid down by the Board;
“Neurogastrx” Neurogastrx, Inc.;
“NewCo” a new company;
“NiKang” Nikang Therapeutics, Inc;
“Non-core portfolio
assets”
investments made in public companies as a
part of cash management strategy;
“Notional Ordinary
Shares”
Performance Ordinary Shares, in which receipt
of such shares has been deferred;
“Nuance” Nuance Pharma;
“Numab” Numab Therapeutics, Inc.;
“Ocial List” the ocial list of the UK Listing Authority;
“Oligonucleotides” or
“Oligos”
a short DNA or RNA molecules that have a
wide range of applications in genetic testing
and research;
“Oncology” a therapeutic area focused on diagnosis,
prevention and treatment of cancer;
“Ophthalmic conditions” conditions aecting the eye;
“Orchestra BioMed” or
“Orchestra”
Orchestra BioMed, Inc.:
“Ordinary Shares” the Ordinary Shares of the Company;
“Performance Allocation
Amount”
an allocation connected with the performance
of the Company to be allocated to the
Performance Allocation Share Class Fund in
such amounts and as such times as shall be
determined by the Board;
Glossary
continued
“Performance Allocation
Period”
the First Performance Allocation Period and/or
a subsequent Performance Allocation Period,
as the context so requires;
“Performance Allocation
Share Class Fund”
a class fund for the Performance Allocation
Shares to which the Performance Allocation
will be allocated;
“Performance Allocation
Shares”
performance allocation shares of no-par value
in the capital of the Company;
“Performance Allocation
Shareholder”
the holder of Performance Allocation Shares;
“POI Law” The Protection of Investors (Bailiwick of
Guernsey) Law, 2020
“Portfolio Companies” Private and public companies included into the
portfolio;
“Premium Segment” Premium Segment of the Main Market of the
LSE;
“Prometheus” Prometheus Biosciences, Inc.;
“Prospectus”
the prospectus of the Company, most recently
updated on 14 October 2019 and available on
the Company’s website (www.rtwfunds.com/
venture-fund);
“Pulmonary conditions” pathologic conditions that aect lungs;
“Pulmonx” Pulmonx Corporation;
“Pyruvate Kinase
Deficiency” or “PKD”
a rare genetic disorder aecting red blood
cells;
“Pyxis” Pyxis Oncology, Inc.;
“Rare disease” a disease that aects a small percentage of
the population;
“Registrar” Link Market Services (Guernsey) Limited;
“RNA medicines” a type of biotechnology that uses RNA to treat
a disease;
“Rocket
Pharmaceuticals” or
“Rocket”
Rocket Pharmaceuticals, Inc.;
“RTW” RTW Investments, LP, also referred to as the
Investment Manager;
“RTWCF” RTW Charitable Foundation;
“RTW Royalty” RTW Royalty Holding Company;
“Russell 2000 Biotech” a stock index of small cap biotechnology and
pharmaceutical companies;
“SEC Rule 144” selling restricted and control securities;
“SFS” Specialist Fund Segment of the London Stock
Exchange;
“Small molecule” a compound that can regulate a biologic
activity;
“Tachycardia” a heart rhythm disorder;
“Tarsus” Tarsus, Inc.;
“Tenaya” Tenaya Therapeutics. Inc.;
“Third Harmonic Bio” Third harmonic Bio, Inc.
“TIGIT” a target for a checkpoint antibody
development in immune-oncology;
“TL1A” a target for the treatment of inflammation
associated with inflammatory bowel disease
(IBD);
“Type 1 Diabetes” or
“TD1”
a type of insulin resistance;
“Total shareholder
return”
a measure of shareholders’ investment in a
company with reference to movements in
share price and dividends paid over time;
“UK” United Kingdom;
“UK Code” the UK Corporate Governance Code 2018
published by the Financial Reporting Council in
July 2018;
“Ulcerative Colitis” an inflammatory bowel disease that causes
sores in the digestive tract;
“Umoja” Umoja Biopharma. Inc.;
“US” the United States of America;
“US GAAP” US Generally Accepted Accounting Principles;
“Uveal melanoma” a type of eye cancer;
“Valuation Commiee” Valuation Commiee of the Investment
Manager;
“Ventyx” Ventyx Biosciences, Inc.;
“Visus” Visus Therapeutics, Inc.;
“WACC” weighted average cost of capital;
“XIRR” an internal rate of return calculated using
irregular time intervals.
“Yarrow” Yarrow Biotechnology, Inc.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
104 105RTW Venture Fund Limited

APM Definition Purpose Calculation
Cash Cash held by the Company’s
Bankers, Prime Broker and an ISDA
counterparty.
A measure of the Company’s liquidity,
working capital and investment level.
Cash and cash equivalents,
Due from brokers less Due to
brokers on the Statement of
Assets & Liabilities.
NAV per Ordinary share The Company's NAV divided by the
number of Ordinary Shares.
A measure of the value of one
Ordinary Share.
The net assets aributable to
Ordinary Shares on the statement
of financial position (US$363.0m)
divided by the number of Ordinary
Shares in issue (212,389,138) as at
the calculation date.
Price per share The Company’s closing share price
on the London Stock Exchange for
aspecified date.
A measure of the supply and
demand for the Company’s shares.
Extracted from the ocial list
of the London Stock Exchange.
NAV Growth The percentage increase(decrease)
in the NAV per Ordinary Share during
the reporting period.
A key measure of the success
of the Investment Manager’s
investment strategy.
The quotient of the NAV per share at
the end of the period (US$1.71) and
the NAV per share at the beginning
of the period (US$1.96) minus one
expressed as a percentage.
Share price growth/Total
Shareholder Return
The percentage increase(decrease)
in the price per share during the
reporting period.
A measure of the return that could
have been obtained by holding a
share over the reporting period.
The quotient of the price per
share at the end of the period
(US$1.78) and the price per share
at the beginning of the period
(US$1.88) minus one expressed
as a percentage. The measure
excludes transaction costs.
Share Price Premium (Discount) The amount by which the Ordinary
Share price is higher/lower than the
NAV per Ordinary Share, expressed
as a percentage of the NAV per
Ordinary Share.
A key measure of supply and demand
for the Company’s shares. A premium
implies excess demand versus supply
and vice versa.
The quotient of the price per share
at the end of the period (US$1.78)
and the NAV per share at the end
of the period (US$1.71) minus one
expressed as a percentage.
Ongoing charges ratio The recurring costs that the Company
has incurred during the period excluding
performance fees and one o legal and
professional fees expressed as a
percentage of the Company’s average
NAV for the period.
A measure of the minimum gross
profit that the Company needs to
produce to make a positive return
for shareholders.
Calculated in accordance with the
AIC methodology detailed on the
web link below.
hps://www.theaic.co.uk/sites/
default/files/documents/
AICOngoingChargesCalculation
May12.pdf
Ongoing Charges
2021
US$
2020
US$
Fees to Investment Manager 4,813,854 2,912,850
Legal and professional fees 1,070,317 1,068,017
Listing fees 936,615 –
Administration fees 330,834 233,459
Director’s remuneration 214,353 220,875
Audit fees 288,254 162,016
Ongoing expenses 800,457 509,890
Total expenses 8,454,684 5,107,107
Non-recurring expenses (1,176,627) (18,331)
Total ongoing expenses 7, 278,057 5,088,776
Average NAV 408,929,032 241,755,741
Annualised Ongoing charges (using AIC methodology) 1.78 % 2.10 %
Alternative Performance Measures unaudited
Report on remuneration and quantitative remuneration
disclosure
Under the Alternative Investment Fund Managers Directive (‘AIFMD’), we
arerequired to make disclosures relating to remuneration of sta working
for the Investment Manager for the year to 31 December 2021.
Amount of remuneration paid
The Investment Manager paid the following remuneration to sta in
respectof the financial year ending on 31 December 2021 in relation to
workon the Company.
2021
US$’000
2020
US$’000
Fixed remuneration 590 451
Variable remuneration 1,004 962
Total remuneration 1,594 1,413
Number of beneficiaries 56 36
The amount of the aggregate remuneration paid (or to be paid) by the
Investment Manager to its partners which has been aributed to the
Company in respect of the financial year ending on 31 December 2021
wasUS$33.6 million (2020: US$21.3 million). The amount of the total
remuneration paid by the Investment Manager to members of its sta
whose actions have a material impact on the risk profile of the Company
which has been aributed to the Company in respect of financial year
ending on 31 December 2021 was US$29.6 million (2020: US$18.9 million).
AIFMD Disclosures unaudited
Leverage
The Company may employ leverage and borrow cash, up to a maximum
of50 per cent. of the NAV at the time of incurrence, in accordance with its
stated investment policy. The use of borrowings and leverage has aendant
risks and can, in certain circumstances, substantially increase the adverse
impact to which the Company’s investment portfolio may be subject. For
the purposes of this disclosure, leverage is any method by which the
Company’s exposure is increased, whether through borrowing of cash or
securities, or leverage embedded in foreign exchange forward contracts or
by any other means. AIFMD requires that each leverage ratio be expressed
as the ratio between a Company’s exposure and its net asset value, and
prescribes two required methodologies, the gross methodology and the
commitment methodology (as set out in AIFMD Level 2 Implementation
Guidance), for calculating such exposure. Using the methodologies
prescribed under AIFMD, the leverage of the Company is detailed in the
table below:
Commitment
leverage as at
31 December
Gross
leverage as at
31 December
2021 2020 2021 2020
Leverage ratio 129% 102% 129% 102%
Other risk disclosures
The risk disclosures relating to risk framework and risk profile of the
Company are set out in note 8 to the Financial Statements on page 97
andthe principal risks and uncertainties on pages 48 to 49.
Pre-investment disclosures
AIFMD requires certain information to be made available to investors in
anAlternative Investment Fund (‘AIF’) before they invest and requires that
material changes to this information be disclosed in the Annual Report of
the AIF. There have been no material changes (other than those reflected
inthese financial statements) to this information requiring disclosure.
Governance ReportStrategic Report Financial Statements Additional Information
Annual Report and Accounts 2021
106 107RTW Venture Fund Limited

Board of Directors
William Simpson (Chairman)
Paul Le Page (Chairman of Audit Commiee)
William Sco
Stephanie Sirota
Investment Manager and AIFM
RTW Investments, LP
40 10th Avenue
Floor 7
New York
NY 10014
United States of America
Registered oce*
1st Floor, Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3JX
Administrator and Company Secretary
Elysium Fund Management Limited**
1st Floor, Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3JX
Sub-Administrator
Morgan Stanley Fund Services USA LLC**
1585 Broadway
New York
NY 10036
United States of America
Registrar
Link Market Services (Guernsey) Limited
Mont Crevelt House
Bulwer Avenue
St Sampson
Guernsey
GY2 4LH
Independent Valuer
Alvarez & Marsal Valuation Services LLC
600 Madison Avenue
8th Floor
New York
NY 10022
United States of America
Guernsey advocates to the Company
Carey Olsen (Guernsey) LLP
PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey
GY1 4BZ
UK Legal advisers to the Company
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London
EC2A 2EG
Schedule of Key Service Providers
Corporate brokers and financial advisers
Merrill Lynch International (BofA Securities)***
2 King Edward Street
London
EC1A 1HQ
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London
E14 5JP
Independent auditor
KPMG Channel Islands Limited
Glategny Court
Glategny Esplanade
St Peter Port
Guernsey
GY1 1WR
Principal Bankers
Barclays Bank PLC, Guernsey Branch
Le Marchant House,
Le Truchot,
St Peter Port
Guernsey
GY1 3BE
Prime Broker
Goldman Sachs & Co. LLC
200 West Street
29th Floor
New York
NY 10282
United States of America
Website: www.rtwfunds.com/venture-fund
Identifiers:
ISIN: GG00BKTRRM22
SEDOL: BKTRRM2 / BNNXVW5
Ticker: RTW / RTWG
LEI: 549300Q7EXQQH6KF7Z84
* on 1 February 2021, the registered oce address of the
Company changed from PO Box 286, Floor 2, Trafalgar Court,
Les Banques, St Peter Port, Guernsey, GY1 4LY
** appointed on 1 February 2021, aer Ocorian Administration
(Guernsey) Limited resigned on 31 January 2021.
*** on 11 February 2022, Merrill Lynch International (BofA Securities)
was appointed as a corporate broker and financial adviser to
the Company.
Annual Report and Accounts 2021108 RTW Venture Fund Limited