Affinity Asset Advisors, LLC

General Description of Advisory Firm

Affinity Asset Advisors, LLC is a Delaware limited liability company headquartered in New York City. Affinity Asset Advisors, LLC is registered as an investment adviser with the SEC and is subject to the rules and regulations governing registered investment advisers under the Investment Advisers Act of 1940, as amended. Affinity Asset Advisors, LLC has been in business since 2017 and has been registered with the SEC since April 2021. Affinity Asset Advisors, LLC and Affinity Private Strategies LP, a Delaware limited partnership (collectively, “Affinity,” the “Firm,” and similar terms) have together filed a single Form ADV under an umbrella registration. As a relying adviser of Affinity Asset Advisors, LLC, Affinity Private Strategies LP is not separately registered as an investment adviser with the SEC but is considered to be a registered investment adviser by virtue of Affinity Asset Advisors, LLC’s registration with the SEC. Affinity Private Strategies LP is under common control with Affinity Asset Advisors, LLC, as an affiliated entity. Affinity is an investment adviser to private fund clients. Affinity was founded by Michael Cho and Jonathan Chu. Mr. Cho is the Managing Partner of Affinity and has ultimate responsibility for all of Affinity’s management and operations decisions. B.

Description of Advisory Services

Affinity serves as the investment adviser, with discretionary trading authority, to private fund clients, the securities of which are offered to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”). The Funds include:

Affinity Healthcare Fund, LP, a Delaware limited partnership (the “Master Fund”);

Affinity Healthcare Offshore Fund, LTD, a company incorporated under the laws of British Virgin Islands, which invests substantially all of its assets into the Master Fund (the “Feeder Fund”); and

Affinity Healthcare Strategic Opportunities Fund, LP, a Delaware limited partnership (the “Strategic Opportunities Fund”.

Affinity Healthcare GP, LLC, a Delaware limited liability company (the “Master Fund General Partner”), is an affiliate of Affinity and serves as the general partner of the Master Fund. The Feeder Fund is governed by its Board of Directors. Affinity Healthcare Strategic Opportunities GP, LLC (the “Strategic Opportunities Fund General Partner”), a Delaware limited liability company, is an affiliate of Affinity and serves as the general partner of the Strategic Opportunities Fund.

In providing advisory services to the Master Fund and Feeder Fund, Affinity pursues a long/short equity strategy focused on companies in the healthcare sector. Generally, healthcare investments will focus on pharmaceutical and biotechnology companies that develop, discover, and commercialize drug therapies. Certain of the Master Fund’s investments may be illiquid at the time of acquisition or become illiquid, difficult to value, or subject to lock up or non-withdrawal provisions. Such investments may include, without limitation, investments in special purpose vehicles, privately placed unregistered securities such as convertible debt and preferred equity investments in private companies, and other securities that, in the opinion of the Affinity and/or the Master Fund General Partner, either do not have a readily ascertainable market value or which may be valued but are not freely transferable. Affinity and/or Master Fund General Partner may isolate such illiquid investments by creating a “side pocket” within the Master Fund as a subaccount, to which the Affinity and/or the Master Fund General Partner may determine to allocate or attribute such investments or assets. The Strategic Opportunities Fund seeks to acquire interests in, and/or make other investments, including, without limitation, equity and/or debt positions, in relation to early-stage portfolio investments, venture capital investments, new venture and/or early stage companies, later stage and private equity investments, private investments in public equity (“PIPEs”), publicly traded securities, debt securities, equity securities and related investment instruments primarily in the healthcare sector with a general focus on pharmaceutical and biotechnology companies that develop, discover and commercialize drug therapies. Please see “Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss” for a description of the Affinity’s investment strategies and certain related risks. Affinity may, in the future, advise other clients and private investment funds, including separately managed accounts, special purpose vehicles, co-investment funds, and similar investment vehicles. References throughout this document to “Clients” refer to the Funds listed above and to any other clients Affinity may advise in the future. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended, and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. Investors in the Funds must meet the qualifications set forth in the applicable offering documents. Persons reviewing this Brochure should not construe this as, and should understand that this Brochure is not, an offer to sell or solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. C.

Tailored Advisory Services for Client Accounts

Affinity manages assets in accordance with the stated investment objectives of each Client, as described in any relevant investment management agreement (or similar agreement) or in an offering memorandum or a Client’s organizational documents (collectively, the “Offering Documents”). Investment advice is provided directly to the Clients and not individually to the limited partners, shareholders, and investors in the Clients (the “Investors”).

D.

Wrap Fee Programs

Affinity does not currently participate in wrap fee programs. E.

Assets Under Management

Affinity manages, on a discretionary basis, approximately $2,451,642,000 of Client regulatory assets under management. This figure for regulatory assets under management was determined as of June 30, 2026. Affinity does not manage any assets on a non-discretionary basis.

Advisory Fees and Compensation

The fees applicable to the Funds are set forth in detail in the applicable Offering Documents. A brief summary of such fees is provided below. (a) Management Fees Investors in the Master Fund (and Feeder Fund) pay Affinity a management fee that ranges between 1.5% and 2% per annum (the “Hedge Fund Management Fee”). The Hedge Fund Management Fee is equal to the net asset value of each such Investor’s capital balance at the beginning of the fiscal quarter (where such net asset value shall be calculated before the deduction of any accrued Incentive Allocation (defined below)). Investors in the Strategic Opportunities Fund pay Affinity a management fee of 2% per annum (the “Strategic Opportunities Fund Management Fee”). The Strategic Opportunities Fund Management Fee is equal to each Strategic Opportunities Fund Investor’s capital commitment and is payable quarterly in advance. Affinity, in its sole discretion, may waive, by rebate or otherwise, all or part of the Hedge Fund Management Fee or Strategic Opportunities Fund Management Fee otherwise due with respect to any Investor’s investment or any class of interests, including, without limitation, Affinity’s affiliates, members, principals and/or employees. (b) Incentive Allocation With respect to the Master Fund and Feeder Fund, at the end of each fiscal year, each Investor will be subject to an incentive allocation (the “Incentive Allocation”), calculated at the Master Fund level, generally in an amount between 17.5% and 20% of realized and unrealized gains (excluding unrealized income on investments held in side pocket accounts) for the year subject to a traditional “high watermark” and subject to certain reductions as more fully set forth in the Offering Documents. The Incentive Allocation for investments held in side pocket accounts is calculated upon the liquidation of such investment or the determination by Affinity and/or the Master Fund General Partner that such investment is no longer illiquid. The Incentive Allocation will be allocated to the Master Fund General Partner. The Master Fund General Partner reserves the right to waive or reduce the Incentive Allocation with respect to any Fund Investor or class of interest, including, without limitation, its affiliates, members, principals and/or employees. With respect to the Strategic Opportunities Fund, Investors will be subject to a carried interest allocation (the “Carried Interest Allocation”) in the amount of 20% on the cumulative distributions made in excess of their capital commitment amount plus a preferred return of 8%, compounded

annually. The Carried Interest Allocation will be allocated to Strategic Opportunities Fund General Partner. The Strategic Opportunities Fund General Partner reserves the right to waive or reduce the Carried Interest Allocation with respect to any Strategic Opportunities Fund Investor, including, without limitation, its affiliates, members, principals and/or employees. In addition, Affinity occasionally enters into side letter arrangements with certain Investors which provide for different or favorable terms than those described above, including, without limitation, the fees charged, minimum subscription amounts, redemption rights and other rights. The terms of such side letters will be determined by Affinity. B.

Payment of Fees

Management fees for the Funds are paid to the Firm quarterly in advance. Incentive Allocation, with respect to the Master Fund and Feeder Fund, is crystalized at year end, if applicable (excluding unrealized gains on side pocket investments). Carried Interest Allocation for the Strategic Opportunities Fund is paid in accordance with the terms set forth in the Offering Documents. C.

Additional Expenses

In addition to the fees and allocations described above, each Fund generally bears all of their own ordinary and necessary expenses, including but not limited to expenses related to its operations and the investment of its assets. Each Fund shall bear those expenses as set forth in the applicable Offering Document, as amended from time to time, including, but not limited to, some or all of the following:

Certain costs and expenses attributable to the organization of, and offering of interests in, the Funds, including, without limitation, third-party legal, commercial travel, meals, lodging, entertainment, accounting, filing, printing and other organizational and offering expenses in relation to the organization and offering of the Funds.

Costs, fees, expenses and liabilities related to acquiring, holding, managing, operating and disposing of investments made by the Funds and any brokerage commissions, interest on margin and other borrowings, and borrowing charges on securities sold short, financings or refinancings related thereto and all third-party costs and expenses incurred in connection with identifying, evaluating, structuring, negotiating, managing, monitoring and exiting any actual or potential investments (including, without limitation, broken-deal costs and expenses), sourcing co-investment capital or investment and research related expenses and travel costs (including, without limitation, costs relating to attending industry trade conferences);

Research and market data costs and other investment transaction costs (including markups and mark-downs);

Investment and research related expenses and travel costs;

Investment related consultants;

Operational expenses such as custodial and subcustodial fees, bookkeeping, accounting, audit and other professional fees and expenses (including directors’ and consultants’ fees and expenses, legal fees (including fees paid to the Master Fund General Partner’s and the Firm’s counsel for services for the benefit of the Funds), tax preparation fees, governmental fees and taxes, all filing fees (including, without limitation, federal and state securities law filings), fund administration, and other service provider expenses (including, without limitation, fees and expenses of outsourced middle and back-office providers, information technology or cybersecurity providers or consultants and/or regulatory, tax or compliance providers or consultants);

Insurance premiums of the Funds, the Master Fund General Partner, the Strategic Opportunities Fund General Partner, and/or the Firm (including insurance premiums with respect to any of their principals, partners and officers);

Expenses incurred with respect to the preparation of annual reports and other financial information reporting;

Costs of the Funds’ governance activities (such as obtaining partner consents);

Legal or other costs and expenses of the Funds’ regulatory compliance (such as, for example, preparation of federal and state regulatory or securities filings (including, without limitation, preparation of any SEC periodic report filings on behalf of the Funds, the Master Fund General Partner, the Strategic Opportunities Fund General Partner or the Firm);

Expenses relating to (i) all market data and related software used by the Firm and its employees (including, without limitation, Bloomberg terminals and subscriptions) and (ii) portfolio management system and any other software used for accounting and/or monitoring of the portfolio, including, without limitation, subscriptions relating to trading and order management systems and services) to the extent items (i) and (ii) are not otherwise eligible for payment with soft dollars under the Firm’s soft dollar policy;

Expenses related to any applicable limited partner advisory committee (“LPAC”) meetings and all LPAC expenses that are reimbursable; and

Other reasonable expenses related to or in connection with the management and operation of the Funds and/or the purchase, sale or transmittal of the Funds’ assets, as the Firm and the Master Fund General Partner or the Strategic Opportunities Fund General Partner determines in its sole discretion.

In general, each Investor will bear its proportionate share of Client expenses on a pro rata basis with respect to the size of its capital account balance. Affinity and its affiliates may, however, allocate expenses on another basis, including by allocating certain expenses to certain (but not all) Investors, if Affinity and its affiliates determine that such an allocation is more equitable. When Affinity incurs expenses on behalf of multiple Clients, it will allocate the expenses among the applicable Clients in an equitable manner, based upon the relative use of a product or service,

net asset value, or such other allocation methodology determined by Affinity and its affiliates. However, it is possible not all expenses will be allocated ratably across all Clients. D.

Prepayment of Fees

The management fee for the Funds (as described above) are paid quarterly in advance. E.

Additional Compensation and Conflicts of Interest

Neither Affinity nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

Method of Analysis, Investment Strategies and Risk of Loss A.

Methods of Analysis and Investment Strategies

The descriptions set forth in this Brochure of specific advisory services that Affinity offers to Clients, and investment strategies pursued and investments made by it on behalf of Clients, should not be understood to limit in any way, Affinity's investment activities. Affinity may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that are considered appropriate, subject to each Client's investment objectives and guidelines. The investment strategies that Affinity pursues are speculative and entail substantial risks. Clients and Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Affinity Healthcare Fund, LP Affinity Healthcare Fund, LP, the “Master Fund”, pursues an active long-short equity strategy focused on the healthcare sector. Generally, healthcare investments will focus on pharmaceutical and biotechnology companies that develop, discover, and commercialize drug therapies. The Master Fund also invest opportunistically across the capital structure, including investments in credit instruments, private transactions, and alternative investments, which may include but are not limited to special purpose acquisition companies. Potential investment opportunities undergo a robust internal and external evaluation process. Affinity’s research team conducts an internal evaluation based on the scientific rationale, preclinical datasets, and, when available, early clinical data. This includes a bottom-up strategy of scientific analysis to examine the mechanistic rationale by means of literature review to dissect the target pathway, structural biology, and preclinical pharmacokinetic and pharmacodynamic attributes of an analysis. For assets that have generated clinical datasets, Affinity critically prosecutes reported safety and efficacy data as well as analyzes trial design using predictive modeling. Subsequently, the Affinity investment team seeks to conduct external analysis, leveraging the insights of key opinion leaders and scientific advisors to augment the initial thesis. The culmination of this process is a comprehensive perspective of a biotech company’s asset valuation, from which financial metrics are applied to determine the company’s potential valuation. Because Affinity believes its skillset allows it to predict a drug/asset’s probability of success to a high degree, Affinity is comfortable investing earlier in the drug development pipeline. Once an investment opportunity is identified, Affinity seeks to optimize the structure of the investment through the following: 

Position sizing is directly correlated to Affinity’s risk assessment.



Derivatives (e.g., options, convertible debt) may be employed to even the risk reward spectrum.



Capital is deployed strategically around key value inflection catalysts.



Short derivatives (e.g., options) may be utilized to capture additional alpha on high conviction ideas in periods of low catalyst activity and/or overpriced volatility.



Long derivatives (e.g., options) may be used for downside protection as well as volatility trades.

Affinity’s investment strategy is heavily trading-oriented. As such, when Affinity trades equities or other liquid instruments, Affinity intends to deploy large positions that can be actively managed. Affinity will use derivatives to structure trades to maximize risk/reward, and in scenarios with extreme downside risk, to cap the maximum potential loss. Certain of the Master Fund’s investments may be illiquid at the time of acquisition or become illiquid, difficult to value, or subject to lock up or non-withdrawal provisions (“Private Companies”). Such Private Company investments include, but are not limited to: 1. Privately placed, unregistered convertible debt and preferred equity securities of Private Companies at various stages of development that are subject to longer term lockups or other similar transfer restrictions; 2. Nontransferable beneficial ownership interests in privately offered, special purpose investment vehicles that make private equity and venture investments in Private Companies; 3. Purchases of illiquid Private Company securities in the secondaries market; 4. PIPE offerings subject to long-term restrictions on resale; 5. Any other privately placed, unregistered securities; and 6. Any securities that, in the opinion of the Master Fund General Partner, in consultation with Affinity, either do not have a readily ascertainable market value or which may be valued but are not freely transferable (for example, investments held by the Master Fund at times when economic turmoil leads to illiquid market conditions or when issues affecting one or more of the Master Fund’s counterparties affect the Master Fund’s ability to trade certain investments in its portfolio). Affinity Healthcare Strategic Opportunities Fund, LP Affinity Healthcare Strategic Opportunities Fund, LP, the “Strategic Opportunities Fund”, intends to acquire interests in, and/or make other investments, including, without limitation, equity and/or debt positions, in relation to early-stage portfolio investments, venture capital investments, new venture and/or early stage companies, later stage and private equity investments, private investments in public equity (“PIPEs”), publicly traded securities, debt securities, equity securities and related investment instruments primarily in the healthcare sector with a general focus on

pharmaceutical and biotechnology companies that develop, discover and commercialize drug therapies. The Strategic Opportunities Fund will pursue a high-conviction, fundamental strategy targeting clinical-stage private companies at points where technical or strategic inflections support discrete step-ups in enterprise value. Unlike liquid strategies that rely on high-volume catalyst trading, the Strategic Opportunities Fund focuses on the “Translational Zone”, targeting programs with human clinical data visibility within an 18–30-month timeframe. Affinity’s approach is designed to reach value creating milestones that support defined exit pathways, including strategic M&A and Initial Public Offerings (“IPOs”). Affinity intends to employ a value-oriented, probability-weighted approach to selection. Affinity’s research team features members with advanced degrees in biochemistry, biophysics, and computational biology. This expertise allows Affinity to move beyond "biological interest" to interrogate Translational Interpretability, ensuring early clinical data is robust enough to support dose selection and identify responders. A critical component of our process is the comparison of technical reality against deal reality. Scientific quality alone is not sufficient to justify an investment; capital is deployed when the Strategic Opportunities Fund believes the market is mispricing technical and execution risk. Successful idea generation also entails evaluating the quality of the management team and the follow-on capital capacity of the existing syndicate. Potential opportunities undergo a two-gate internal evaluation: 1. Value Gate: the technical probability of success must meaningfully exceed price-implied probability of success. 2. Return Gate: The anticipated step-up at the milestone must support target gross return objectives. If either gate fails, Affinity will seek to reprice, restructure, or decline the opportunity. Once an investment is selected, Affinity seeks to maximize risk-adjusted returns by focusing on clinical execution. The Strategic Opportunities Fund is not expected to be a trading-oriented strategy; instead, it is a high-conviction, concentrated private fund. Positions are acquired with the intent to hold through specific clinical or strategic inflection points. The Strategic Opportunities Fund will target approximately 10–15 core investments, balancing sufficient diversification to manage technical risk with the concentration necessary for winners to drive fund-level outcomes. B.

Material, Significant or Unusual Risks Relating to Investment Strategies

The investment program that Affinity pursues on behalf of its Clients is speculative and involves substantial risks. There can be no assurance that Clients will achieve their investment objectives. As a result of the inherent riskiness and uncertainty of an investment in the Clients, such investment involves the risk of loss of some or all of an Investor’s investment.

Risk Factors Prospective Investors should carefully consider the risks involved in an investment in a Client, including, but not limited to, those discussed below. As the Strategic Opportunities Fund was formed to primarily acquire interests in later stage and private equity investments and private investments in public equity, some (but not all) of the risks discussed below are not applicable to the Strategic Opportunities Fund. For a complete explanation of all relevant investment strategies and their associated risks, prospective Investors should review the applicable Offering Documents, which may contain explanations of additional strategies and corresponding risks not discussed below. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients that Affinity advises. These risk factors include only those risks Affinity believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis that it employs. Risk of Loss. An investment in a Client entails a high degree of risk. The past performance of Affinity and its affiliates (or the principals or employees of Affinity and its affiliates) is not an indication of the future success of the Clients and is not presented as being relevant to the future success of the Clients. There can be no assurance that Affinity will achieve the Clients’ investment objective or that the strategies described herein will be successful. Given the factors that are described below, there exists a possibility that an investor could lose all or substantially all of an investment in a Client. Investment Related Risks Equity Securities. The Clients hold long and short positions in common and preferred stocks of primarily U.S. issuers. Equity securities fluctuate in value, often based on factors unrelated to the fundamental economic condition of the issuer of the securities, including general economic and market conditions, and these fluctuations can be pronounced. The Clients may purchase securities in all available securities trading markets and may invest in equity securities without restriction as to market capitalization, such as those issued by smaller capitalization companies, including micro-cap companies. Risk Factors Associated with Investments in the Healthcare Sector. Investing in companies focused on, or dependent upon companies focused on, pharmaceuticals, biotechnology, managed care, healthcare services, healthcare IT, hospitals and other related industries contains substantial risks. These risks include (but are not limited to): Industry Concentration. The healthcare industry, and particularly the biotechnology sector, can be significantly affected by patent considerations, intense competition, rapid technological change and obsolescence, and government regulation. Healthcare companies can have persistent losses during a new product’s transition from development to production, and revenue patterns can be erratic. Should such industry become subject to more adverse financial conditions than currently exist, the Clients’ capital will not be

Read the rest in the brochure

Types of Clients Affinity provides investment advice to the Funds, as described in Item 4, “Advisory Business,” above. Affinity may, in the future, provide investment advisory services to other types of clients. The respective investment programs of the Funds and such additional clients may or may not overlap. The Funds typically require a minimum initial investment of $1,000,000, subject to the ability of Affinity and its affiliates, and/or the Board of Directors of the Feeder Fund to waive or reduce such minimum initial capital contribution amounts in its sole discretion. Each Investor generally must be a non-U.S. person or a U.S. person that (i) is an “Accredited Investor” and a “Qualified Purchaser” (each as defined under federal securities laws), (ii) will be required to represent whether they meet the definition of “qualified client” within the meaning of the U.S. Investment Company Act of 1940, as amended (the “Company Act”), and (iii) may be required to meet certain other suitability requirements as may be set forth in the applicable Fund’s subscription documents.

Performance-Based Fees and Side-By-Side Management Affinity and its affiliates accept performance-based fees or allocations from every Client. As a result, Affinity and its affiliates do not face certain conflicts of interests that may arise when an investment adviser accepts performance-based fees or allocations from some clients, but not from other clients. The performance-based fees or allocations paid to Affinity and its affiliates may create an incentive for Affinity to make investments that are riskier or more speculative than would be the case in the absence of performance-based fees or allocations. In addition, because a portion of performancebased fees or allocations are calculated based on unrealized appreciation of certain Client’s net assets, it may be greater than if such fees or allocations were based solely on realized gains. These conflicts are disclosed in each Client’s Offering Documents.

Broker-Dealer Registration

Affinity and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B.

Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor Registration

Affinity and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. The Master Fund General Partner, with respect to the Master Fund, and Affinity, with respect to the Feeder Fund, have claimed an exemption from registration with the CFTC as commodity pool operators pursuant to CFTC Rule 4.13(a)(3). C.

Material Relationships and Conflicts of Interests with Industry Participants

Multiple Client Accounts As mentioned throughout this Brochure, Affinity and its affiliates have sponsored and manage a number of private fund clients. The Master Fund General Partner, an affiliate of Affinity, serves as the general partner of the Master Fund. The Strategic Opportunities Fund General Partner, an affiliate of Affinity, serves as the general partner of the Strategic Opportunities Fund. Notwithstanding the foregoing, Affinity and its affiliates may sponsor or manage other pools or accounts in addition to the Clients and may have financial or other incentives to favor such pools or accounts over the existing private fund clients. These other pools or accounts may have investment objectives, programs, strategies, and positions that are similar to, overlap with, are different from or may conflict with those of other Clients. Such conflicts could affect the prices and availability of securities in which a Client invest and the time and resources Affinity personnel allocate between and among Clients. Affiliation with the Relying Adviser Affinity Private Strategies LP, a relying adviser, is an investment manager and provides investment advisory services to the Strategic Opportunities Fund. As compensation for these services, the Strategic Opportunities Fund pays Affinity Private Strategies LP a management fee. An affiliate of Affinity serves as the general partner of Affinity Private Strategies LP.

How Affinity Addresses Potential Conflicts of Interest To address potential conflicts of interests in its material relationships, Affinity has adopted certain policies and procedures, including a Code of Ethics. Affinity has implemented these policies such that they do not pose a material risk to Affinity and its Clients. For a more detailed discussion of the Code of Ethics, please see Item 11 below, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”. D.

Material Conflicts of Interest Relating to Other Investment Advisers

Affinity does not recommend or select other investment advisers for our Clients.

Code of Ethics

Affinity has adopted a Code (the “Code”) designed to reinforce and enhance the Firm’s ethical way of doing business. The Code is based on the principle that Affinity and its employees have a fiduciary duty to its Clients, and must in this fiduciary capacity, place the interest of the Clients before its own. The Code is designed to address and avoid conflicts of interests and is applicable to all employees. The Code contains detailed rules concerning, among other issues, conflicts of interest, procedures with respect to personal securities transactions, gifts and entertainment, and outside business activities. Furthermore, the Code provides for a range of sanctions, as deemed appropriate, including censure, fine, reversal of transactions and disgorgement of profits, suspension, or termination of employment. A copy of Affinity’s Code is available upon request by contacting the Chief Compliance Officer by email at compliance@affinityadv.com. B.

Participation or Interest in Client Transactions

Certain Affinity principals and affiliates, directly or indirectly, have investments in the Funds. As a result, such principals and affiliates have an indirect economic interest in the investments of the Funds. Such principals and affiliates may be in possession of information relating to the Funds that is not available to other existing and prospective Fund Investors. While the Managing Partner and certain principals and affiliates, directly or indirectly though the Master Fund General Partner, are required to invest a certain % of the aggregate capital contributions of the Master Fund’s Investors subject to a maximum aggregate dollar cap (the “Minimum GP Contribution”), the Managing Partner and such principals and affiliates are not required to maintain, in the aggregate, investment amounts in the Funds in excess of the Minimum GP Contribution. It is expected that the size and nature of the Managing Partner and such principals and affiliates investments will change over time and without notice to Fund Investors. Affinity does not generally purchase or sell any securities for its own account and does not otherwise engage in any principal transactions, except as set forth below. However, on occasion, subject to a Client’s applicable investment guidelines and restrictions, Affinity may engage in transactions in which it causes one Client to purchase securities or other instruments from, or sell securities or other instruments to, another Client (“cross-trades”) for purposes of portfolio rebalancing or for other necessary commercial purposes as may arise from time to time. Crosstrades will, to the best of Affinity’s ability, reflect the market value of the security or other instrument being purchased or sold. Affinity and/or its affiliates, as applicable, will always seek best execution for such trades. Neither Affinity nor its affiliates will take any brokerage commissions or otherwise be compensated for effecting such cross-trades. Prior to effecting any cross-trade, Affinity will make a good faith determination that the transaction is in the best interests of the Partnership. To the extent that any such cross-trades may be viewed as a principal transaction

due to the ownership interest in the client by Affinity or its personnel, Affinity will comply with all applicable requirements of the Investment Advisers Act of 1940, as amended (the "Advisers Act"). C.

Personal Trading

Affinity’s Code places restrictions on personal securities transactions by its employees and any of their respective spouses, domestic partners, children or immediate family members living in the same household of such employees (each a “Covered Persons”). In an effort to ensure that personal securities transactions will not interfere with making decisions in the best interests of Clients, Covered Persons are prohibited from trading in (i) any single name equity or debt securities (including options or other derivatives on such securities) issued by a company in the healthcare or biotechnology sectors, including any position held by the Clients and (ii) any healthcare or biotechnology sector index securities, such as exchange traded funds or closed-end funds. On occasion, and subject to written pre-clearance from the Chief Compliance Officer or his designee, Covered Persons may be permitted to sell positions in the foregoing sectors if acquired prior to joining Affinity. Covered Persons must also disclose all personal accounts and holdings initially upon commencement of employment, and annually thereafter. In addition, Covered Persons are required to provide quarterly reports regarding transactions in Reportable Securities and newly opened personal accounts thereafter. The Clients may purchase or sell investments in which certain Affinity employees have a material financial interest. D.

Conflicts of Interest Created by Contemporaneous Trading

To the extent applicable, Affinity, under normal conditions, will seek to ensure that investment opportunities will be allocated in a fair and equitable manner as measured over time, taking into account a Client’s investment objectives, a Client’s available investment capacity to participate in such opportunities, and a Client’s investment restrictions and guidelines.

Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions

Affinity has complete discretion in deciding which brokers or dealers, including prime brokers, (“Brokers”) are to be used for a particular transaction and the compensation for those transactions. Subject to Affinity’s obligation to seek best execution of Client securities transactions, in selecting Brokers to execute transactions, Affinity considers the full range and quality of a Broker’s services (both qualitative and quantitative factors) including, but are not limited to:

Ability of the Broker to effect prompt and efficient execution of transactions; Financial stability and reputation of the Broker; The Broker’s facilities; Reliability and financial responsibility of the Broker; Quality of the research and trading services provided by the Broker; and Competitiveness of commission rates in comparison with other Brokers satisfying Affinity’s other selection criteria.

The prices and commission rates charged to Clients by Brokers may be higher than those charged by other brokers-dealers that may not offer such services and Affinity may not solicit competitive bids. Affinity maintains a Brokerage Committee that periodically reviews the quality of its executions and various trading matters. 1. Research and Other Soft Dollar Arrangements Affinity uses “soft dollars” to obtain brokerage and research services within the meaning of Section 28(e) of the Exchange Act (“Section 28(e)”), which allows investment managers, such as Affinity, to use client funds, by way of commission dollars, to purchase certain “brokerage and research services.” Any soft dollar transactions are expected to fall within the safe harbor provided by Section 28(e). The services furnished by a Broker pursuant to soft dollar transactions for one Client are expected to benefit Affinity and its affiliates in rendering investment management services to other Clients. Research products or services within the scope of Section 28(e) typically include traditional research reports analyzing the performance of a particular company or stock, certain financial newsletters and trade journals, quantitative analytical software and software that provides analyses of securities portfolios, seminars, conferences and other services that reflect substantive content (i.e., the expression of reasoning or knowledge relating to the subject matter of Section 28(e)) and provide lawful and appropriate assistance to Affinity in the performance of its investment decision-making responsibilities on behalf of the Clients). Brokerage services generally include activities related to executing securities transactions.

In some instances, Affinity may receive a product or service that may be used only partially for functions covered by Section 28(e) (i.e., a “mixed-use” item). In such instances, Affinity will make a good faith effort to determine the relative portion of the product or service used to assist Affinity in carrying out its investment decision-making responsibilities with respect to the Clients and the relative portion used for administrative or other purposes not covered by Section 28(e). The portion of the product or service attributable to assisting Affinity in carrying out its investment decisionmaking responsibilities with respect to the Clients, as applicable, will be paid through brokerage commissions generated by transactions on behalf of the Clients, and the portion attributable to administrative or other purposes not covered by Section 28(e) is expected to be paid by Affinity from its own resources, to the extent that such expenses are not Client expenses. Affinity has entered into “commission sharing arrangements” with one or more broker-dealers. Under these arrangements, a portion of the commission is paid to that broker-dealer for execution services and the remainder of the commission is paid to other approved broker-dealers or thirdparty research providers for research services provided by such broker-dealers or vendors. Transactions executed under these commission sharing arrangements generate a higher commission rate than transactions executed with other broker-dealers. When Affinity uses brokerage commissions generated by a Client to obtain research or other products or services, Affinity receives a benefit because it does not have to produce or pay for such products or services. While Affinity is obligated to seek best execution for each Client, the fact that Affinity can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer more favorable to Affinity’s interests, to the exclusion of another broker-dealer that offers business terms which are more favorable to one or more Clients. On a periodic basis, Affinity’s Brokerage Committee will evaluate the transactions executed under these arrangements to ensure that the brokerage and research services received by Affinity are within the safe harbor provided under Section 28(e). 2. Brokerage for Client Referrals Subject to best execution, Affinity may place transactions with a Broker that (i) provides Affinity with the opportunity to participate in capital introduction events sponsored by the Broker or (ii) refers prospective Investors to Affinity. Even though Affinity does not commit to allocate a particular amount of brokerage to a Broker in return for capital introduction services or investor referrals, the use of such services could create a conflict of interest when deciding Brokers to use. 3. Directed Brokerage Affinity does not intend to recommend, request, or require that a Client direct Affinity to execute transactions through a specified broker-dealer.

4. Trade Errors On occasion, errors with respect to trades made on behalf of Affinity’s Clients may occur. Trade errors can result from a variety of situations, including, for example, when the wrong security is purchased or sold, when the correct security is purchased or sold but for the wrong account, and when the wrong quantity is purchased or sold. Trade errors frequently result in losses but may, occasionally, result in gains. Affinity will endeavor to detect and correct trade errors in an expeditious manner. To the extent an error is caused by a third party, such as a broker, Affinity will strive to recover any losses associated with such error from such third party. Affinity will determine whether any trade error has resulted from gross negligence on its part, and, unless it finds that to be the case, any losses generally will be borne by the applicable Client. B.

Aggregating Orders for Client Accounts

To the extent applicable, if Affinity determines that the purchase or sale of a security is appropriate with regard to more than one Client, the Firm may, but is not obligated to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client generally will receive the average price, with transaction costs generally allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by Affinity. In the event of a partial fill, allocations may be modified on a basis that Affinity deems to be appropriate, including, for example, to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by Affinity. As a result, certain trades in the same security for one Client (including a Client in which Affinity and its employees may have a direct or indirect interest) may receive more or less favorable prices or terms than another Client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. Although Affinity believes that aggregating orders usually facilitates best execution and reduces transactional costs, it is possible that the average price received for a bunched order may be worse than the price which a Client could have received had it executed a smaller quantity of shares on its own. There may also be corresponding potential disadvantages when more than one Client simultaneously seeks to dispose of commonly held securities or other investment positions.

Economic Benefits for Providing Services to Clients

Affinity does not receive economic benefits from non-Clients for providing investment advice and other advisory services. B.

Compensation to Non-Supervised Persons for Client Referrals

Affinity has engaged Capital Connect, LLC (“Capital Connect”) to make referrals of certain potential investors to the Master Fund and Feeder Fund (each referral that directly results from Capital Connect’s efforts in the consummation of a securities transaction, a “Referred Transaction”) for the possibility of engaging in one or more securities transactions with Affinity. In addition to an onboarding fee to cover the upfront onboarding costs relating to the Master Fund and Feeder Fund, Capital Connect shall receive placement fees from Affinity with respect to each Referred Transaction equal to a portion of the Referred Transaction’s interests in the Master Fund Feeder Fund as of the first date of the calendar quarter in which the payment date occurs, subject to certain reductions for redemptions and withdrawals of the Referred Transaction’s interests.

Disciplinary Information There are no legal or disciplinary events that are material to a Client or prospective investor in a Client’s evaluation of Affinity’s advisory business or the integrity of Affinity’s management.

Periodic Review of Client Accounts

The Managing Partner has ultimate responsibility for conducting reviews on an ongoing basis that include, but are not limited to, an assessment of profit and loss reports with respect to Client investment positions, the amount of leverage employed in connection with managing Client accounts, and adherence to each Client’s trading parameters and investment strategies. The Managing Partner, with the assistance of the investment team, will evaluate the Clients’ investments based on performance, company fundamentals, news and press releases, analyst reports, general market conditions and other considerations. In addition to ongoing reviews, the Managing Partner generally holds weekly meetings with the investment team to evaluate the Clients’ investments. With respect to the Strategic Opportunities Fund, an investment committee (the “Investment Committee”) has been established to approve new and follow-on investments made by the Strategic Opportunities Fund and to administer the portfolio management of the Strategic Opportunities Fund. The Investment Committee is comprised of the Managing Partner and senior members of Affinity’s investment team. B.

Additional Review of Client Accounts

There are a variety of factors that may trigger a review of a particular portfolio or position. These include, without limitation: change in a portfolio company’s fundamentals, general market events, material events affecting a portfolio investment, among others. In addition, a review of a Client account may be triggered by any unusual activity or special circumstance. C.

Contents and Frequency of Account Reports to Clients

Affinity provides monthly and quarterly investment reports to all Fund Investors, as well as annual audited financial statements prepared in accordance with GAAP. Affinity will also distribute a form K-1 with respect to each Investor’s interest in the Fund. In addition, Affinity may provide Fund Investors with performance and other updates on a periodic basis. In addition, the Clients occasionally enter into side letter arrangements with certain Investors that provide such Investors with additional information. This information may provide such Investors with greater insight into the Clients’ activities and possibly affect such Investor’s decision to request a redemption from a Client.

Custody Affinity is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), as Affinity is deemed to have custody of the funds and securities held by the Funds. However, Affinity is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to the Funds because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Client be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund Client distribute its audited financial statements to all Fund Investors within 120 days of the end of its fiscal year.

Investment Discretion Pursuant to investment management agreements between Affinity and the Clients, Affinity has full discretionary authority with respect to investment decisions on behalf of the Clients.

Voting Client Securities Affinity has authority to vote proxies relating to securities held by the Clients. In compliance with Advisers Act Rule 206(4)-6, Affinity has adopted proxy voting policies and procedures. The general policy is to vote proxy proposals, amendments, consents or resolutions in a prudent and diligent manner that will serve the applicable Client's best interests and is in line with each Client's investment objectives. Affinity generally expects to vote proxies in accordance with the recommendations of company management. However, there are many complexities to proxies, and Affinity will vote against a proposal or recommendation of management if it determines that such a vote is in the best interests of each Client. Affinity will process every proxy it receives. Certain types of matters that are the subject of a proxy vote may require a more detailed analysis than the analysis required for some routine or uncontested matters. Affinity will abstain from voting or affirmatively decide not to vote if it determines, after considering a variety of factors, that abstaining or not voting is in the best interests of the Clients. Conflicts of interest may arise between the interests of the Clients and Affinity or its affiliates. If Affinity determines that it may have, or may be perceived to have, a conflict of interest when voting Proxies, Affinity will vote in accordance with our Proxy voting policies and procedures. Investors may obtain a copy of Affinity's proxy voting policies and procedures and information about how Affinity voted a Client’s proxies by contacting Affinity’s Chief Compliance Officer by email at compliance@affinityadv.com.

Financial Information Affinity is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.