DEERFIELD MANAGEMENT COMPANY, L.P.

Description of the Firm

The Firm provides discretionary investment management services in the healthcare sector to domestic and offshore private pooled investment vehiclesand their related alternative investment vehicles (each a “Fund” and together the “Funds”). Deerfield Management Company, L.P. has been engaged in the business of managing Funds since January 13, 1994. The Firm iscontrolled by its general partnerDeerfield UGP, LLC , which is controlled by the Firm’s managing partner, Mr. James E. Flynn (the “Managing Partner” ). The Firm is owned almost exclusively by Deerfield Manager Holdings, L.P., the general partner of which is Deerfield UGP, LLC. An affiliate of the Firm, Deerfield Mgmt, L.P., Deerfield Mgmt HIF, L.P., Deerfield Mgmt HIF II, L.P., Deerfield Mgmt HIFIII, L.P.,Deerfield Mgmt III, L.P. , Deerfield Mgmt IV, L.P. , Deerfield Mgmt V, L.P. , or Deerfield Mgmt SGF, L.P. as applicable, is the general partner for those Funds organized as limited partnerships (each, a “General Partner”). Each General Partneris located at the Firm’s office in New York City. The Firm conducts its investment advisory businessprimarily from its office in New York City. The Firm conducts market and regulatory research on the global healthcare industry from its office in New York City. The Firm provides operational support to some portfolio companies from its New York City office and an office at: Deerfield Management Company,L.P. 300 Interpace Parkway (C3) Parsippany, NJ 07054 A subsidiary of the Firm, Deerfield Discovery and Development, LLC (“ 3DC”), facilitates the incubation, development and operations of certain portfolio companies , and is managedfrom the Firm’s New York City office. An affiliate of the Firm, Genscience LLC (“ Genscience”), provides scientific and technical support related to geneticsto certain portfolio companies and third parties. An affiliate of the Firm , 345 PAS Holding LLC, owns property and a building located at 345 Park Avenue South, referred to as the Cure, and is the landlordfor the Cure. Health Innovation Management, LLC, also an affiliate of the Firm, is the property manager for the Cure . The Firm’s headquarters, itsNew York City office, is located in the Cure. The Cure is a healthcare innovation centerin New York City,designed toprovide laboratories, engineering and computing space, and otherfacilities and servicesto scientists, entrepreneurs and organizations in the healthcare spaceand beyond, including portfolio companies of the Funds.Another affiliate of the Firm, Cure Experience Services LLC, providesancillary services to guests and residents at the Cure and operates a co-working space at the Cure. Certain portfolio companies reimburse or pay the Firm and/or its affiliate(s) for certain services, goods, intellectual propertyand facilitiesprovided by the Firm and/or its affiliates to or for the benefit of such portfolio companies, subject to the governing documents of each Fund.

A subsidiary of the Firm, Deerfield Doha, LLC (“ Deerfield Doha”) established a location in Doha, Qatar in 2025 to foster the Qatari innovation ecosystemby supportingthe upskilling of startups and entrepreneurs , coordinating educational programming, and serving as a resource hub for healthcare -focused activities in the region. Deerfield Doha does not perform any investment advisory functions. As used herein, the term “client” generally refers to each of the Funds. B.

Advisory Services

Each of the Funds has engaged the Firm as its discretionary investment manager. In that capacity, the Firm manages the assets of each Fund and invests the assets of the Funds in accordance with each Fund’s investment strategy. The Firm conducts extensive fundamental research into healthcare sector investment opportunities, including research on individual companies, products and services, drug and device development pipelines,early stage medical research at research institutions,clinical trials, specific product and service markets, intellectual property protection and litigation, political and regulatory developments, evolving business trends and the dynamics of publicand private securities markets. The Firm makes use of this fundamental research to identify investment opportunities, determine how best to structure or “express” an investment thesis, direct the purchase and sale of securities, negotiate structured investment trans actions, support the operations of certain portfolio companies and generally manage and invest the assets of the Funds. The Firm also utilizes analytical, quantitative, systematic and algorithmic techniques or strategies to develop differentiated views on securities and identify investment opportunities . The particular investment objectives, strategies, fees and risks of each Fund, and other relevant information, are contained in each Fund’s confidential offering documents (each, a “ Memorandum”). C.

Tailoring Services to Client Needs

The Firm’s investment management services adjust to accommodate each Fund’s investment strategy, as set forth in each Fund’s Memorandum. In the case ofDeerfield Partners, L.P., whichutilizes the Public Securities Strategy (described below), the Firm expresses its investment theses primarily through exchange traded securities, including derivatives, although italso invests in non-exchange traded securities and in privately structured debt with publicly traded companies . Up to 15% of such Fund’s investments may be in illiquid securitiesand other assets (as defined in the Fund’s governing document). In the case of Funds on whose behalf the Firm utilizes the Private Design Strategy (described below) (the “ Private Design Funds”), the Firm may generally direct investments in any type of asset (subject to the limitations specified in the applicable Fund Memorandum) and employ a variety of transaction structures. Lastly, in the case of the Funds on whose behalf the Firm utilizes the Healthcare Innovations Strategy (described below) (the “Innovations Funds”), the Firm focuses on early stage investing. The Firm has established an advisoryboard (the “Advisory Board”) with which the Managing Partner consults on a periodic and as needed basis regarding the Firm’s management of the Funds. The Advisory Board consists of persons selected bythe Managing Partnerwho are representatives of institutional investors and who have been asked bythe Managing Partnerto serve on the Advisory Board. The size of the Advisory Board is determined by the Managing Partner and may be increased or decreased by him. The subjects addressed by the Advisory Board may include communications between the Firm and Fund investors, the allocation or structuring of investments that affect more than one Fund, strategic development of the Firm, conflicts of interest, amendments to Fund documents and such other matters as may be identified by the

Managing Partneror members of the Advisory Board. The organizational documents of certain Funds also delegate to each such Fund an advisory committee with the authority to advise on or approve certain conflicts of interest andactions proposed by the General Partner of a Fundthat are applicable specifically to such Fund. Members of the Firm’s Advisory Board and of a Fund ’s advisory committee, where applicable, serve without compensation or other pecuniary benefit. Members of the Firm’s Advisory Board may, and currently do, serve as members on one or more Fund advisory committees. Similarly, members ofa Fund’s advisory committee may, and currently do, sit on one or more other Fund advisory committees. Such overlap may create a conflict of interestfor certain memberswho have an incentive to favorthe Fund in which it has the greatest economic interest. D.

Wrap Fee Programs The Firm does not currently provide any investment management services in a wrap fee program. Assets under Management

All Fund assets are managed by the Firm solely on a discretionary basis. As of December 31, 2025, the Firm managed approximately$19,084,000,000 on a discretionary basis.The foregoing is computed using the same method used to report “regulatory assets under management” in Item 5.F in Part 1A of the Firm’s Form ADV. The information provided above about the investment advisory services provided to the Funds is qualified in its entirety by reference to the relevant Fund ’s governing documents andMemorandum.

Fees

The Firm does not have a standardized fee schedule for the discretionary investment management services it provides the Funds. The Firm receives a management fee (calculated as a percentage of , as applicable pursuant to the relevant Fund governing documents, a Fund’s net asset value (“NAV”), the cost basis of Fund assets, funded commitments and/or unfunded commitments). The relevant General Partner and/or The Deerfield Partnership Foundation (“ Deerfield Foundation”), as applicable,receives performancebased compensation (based on the realized and unrealized profits earned by a Fund or based on distributions made by a Fund in excess of the Fund’s investors’ funded capital commitmentsor such other threshold as set forth in the relevant Fund Memorandum). The Firm and/or the applicable General Partnerhas waived or reduced and may waive or reduce management fees and/or performance-based compensation due with respect to certain investors, including investors who are present or former partners or employees of the Firm or its affiliates and their respective family members and related entities , operating partners and others the Firm determines provide or provided value to the Firm as well as certain investors in Deerfield Private Design Fund V, L.P . The use of fund -level borrowing, including subscription line facilities or other credit facilities, may increase or extend the base on which management fees are calculated (for example, where management fees are calculated with reference to invested capital, cost or other metrics that reflect a borrowing component). The fees applicable to each Fund are disclosed in the Memorandum for such Fund.

Management fees generally range from 0. 50% to 1.75% annually, and will generally be reduced dollar for dollar, but not below zero on a going forward basis, by directors’ fees, consulting fees, advisory fees, transaction fees, commitment fees, broken deal fees or other similar fees received by the Firm from investments made by a Fund (excluding any fees or other such remuneration received by any discovery specialist (generally employees or consultants of the Firm, 3DC or its affiliates who principally support the discovery activities and other operations of one or more portfolio companies and research projects, including persons who are scientific specialists, persons who may serve on a scientific advisory board, persons who are regulatory specialists, manufacturing specialists, intellectual property speci alists, chief medical officers, chief science officers, recruiting specialists, clinical trial specialists, scientific collaboration directors and engineers (“Discovery Specialists ”)), operating partners (including interim operating partners), entrepreneurs-in-residence or other similar consultants to or employees of the Firm or its affiliates). . In addition, the following fees generally do not offset management fees: reimbursement of the Firm’s out -ofpocket expenses relating to a Fund or portfolio company; rent payments for access to facilities owned or leased by theFirm or its affiliates; payments to the Firm or its affiliatesfor the use of services made available through or at the Cure, including catering anddining services, physical security, building use and service , data analytics, programming, event services and space , conferences, lectures and concierge services, video production, graphic design and communications services,and membership and residency programs;fees for the use of or access to equipment or utilities; fees in respect of goods, facilities and intellectual property provided by the Firm or its affiliates; fees in respect of goo ds, facilities, intellectual property and services provided indirectly through third parties; and fees in respect ofDiscovery Specialists. Performance-based compensation is generallyequal to 20% of a Fund’s profits, with the exception of Deerfield Healthcare Innovations Fund, L.P. , which is generally 25% of distributions after 300% of contributed capital with respect to eachportfolio investment has been distributed to investorsuntil 600% of contributed capital with respect to such portfolio investment has been distributed to investors , and thereafter 15% of distributions with respect to such portfolio investment . In Deerfield Partners, L.P., performance-based compensation is subject to a “ modified high water mark” in which the performance based compensation is calculated at one-half the percentage otherwise applicable (that is, 10% instead of 20%) until the sum of accrued net profits for all years subsequent to the previous high water mark (excluding any year in which there is a net loss) e quals 200% of the sum of all accrued net losses for all years subsequent to the prior high water mark (excluding any year in which there is a net profit). In Deerfield Healthcare Innovations Fund, L.P., the performance-based compensation is allocated to the Deerfield Foundation. Performance-based compensation received by the Firm is charged in conformity with Rule 205 -3 under the Investment Advisers Act of 1940, as amended (the “ Advisers Act”). The governing documents of certain Funds utilizing the Private Design Strategy or Healthcare Innovations Strategy provide that such Fund’s management fees will be calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value.The applicable governing documentsof certain Funds utilizing the Private Design Strategy or Healthcare Innovations Strategy provide that before and including a certain date (the “Fee Reduction Date”), management fees generally will be charged based on a formula tied to the amount of an investor’s capital commitment to the relevant Fund. After the Fee Reduction Date, management fees generally will be charged and calculated based on a formula tied to an investor’s capital commitment to the relevant Fund orcost basis of investments made bythe relevant Fund that have not been disposed of or written off as worthless at a specified date. Accordingly, following the Fee Reduction Date, the amount of management feespayable bysuch a Fund generally will not correspond with fluctuations in the net asset value of individual investments or of a Fund , including following the relevant

investment period, and will not be reduced in connection with any write downs (whether temporary or permanent), except in the case of investments that aredisposed of or written off as worthless at a specified date. In many circumstances, the post -Fee Reduction Date m anagement fee base will include capitalized transaction-specific expenses of unrealized investments. Further, management fees generally will not be reimbursed or refunded under the governing documents in the event of realizations, dispositions or writeoffs that occur partway through the relevant calculation period . The governing documents set forth the full list of terms under which management fees will be reduced, offset, or otherwise limited, and consequently, unless otherwise agreed to by the relevant General Partner, investors should expect to bear the full speci fied managementfee rate in the governing documents until they are reduced in the circumstances and on the date(s) specified therein , if applicable. Notwithstanding the foregoing, with respect to Deerfield Strategic Growth Fund, L.P. (the “Strategic Growth Fund”), the Management Company does not receive a management fee. However, the Management Company will receive an asset based monitoring fee from each portfolio investment of the Strategic Growth Fund, as agreed upon between the General Partnernd a nominating investor with respect to such nominated portfolio investment.Such fee will be calculated by reference to the net asset value of a nominating investor’s interest in the Strategic Growth Fund or another agreed upon value. An affiliate of the Management Company will also receive performance-based compensation pursuant to which it will be entitled to receive, on a portfolio investment-by-portfolio investment basis, a percentage of realized proceeds after invested capital with respect to a portfolio investment hasbeen distributed to investors, as agreed upon between the General Partner and a nominating investor with respect to such nominated portfolio investment. An affiliate of the Management Company will also receive 90% of short -term investment income earned by the Strategic Growth Fund. The General Partner will waive or reduce such performance-based compensation in its sole discretion. Portfolio investment monitoring fees and portfolio investment -based performance -based compensation will be agreed by the General Partner and the relevant nominating investor bilaterally in their sole discretion. As a result, such fees and compensation arexpected to vary by portfolio investment. B.

Payment of Fees

Management fees are payable quarterly and performance -based compensation is generally payable annually or upon a distribution made after all ofa Fund’s investors’ funded capital commitments have been returned (or otherwise when permitted by the Fund’s Memorandum). In the case of Deerfield Healthcare Innovations Fund, L.P., performance-based compensation is payable upon distributionsmade in connection with portfolio investments as provided in the governing documents of the Fund. In the case of the Strategic Growth Fund, performance-based compensationis payableas realized proceeds from portfolio investments and short-term incomes, as applicable, are to be distributed to investors, as provided in the governing documents of the Fund. Management and performance-based fees are paid or allocated directly by each Fund to the Firm or a General Partner or other designated affiliate, or to the Deerfield Foundation in the case of performancebased compensation fromDeerfield HealthcareInnovations Fund, L.P. The applicable General Partner holds a general partner interest in certain of the Funds managed by the Firm and is allocated performance -based compensation in respect of such Funds on the same terms as the performance -based compensation described above. With respect to Deerfield Healthcare Innovations Fund II, L.P., an entity affiliated with the seller of the Cure building is entitled to a minority portion of the applicable General Partner’s performance

based compensation. Certain third parties , including the Deerfield Foundation and Advancium Health Network, receive, or are entitled to receive, a portion of the performance-based compensation received by the applicable General Partner from certain Funds . C.

Other Fees and Expenses

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The following is a summary of the methods of analysis and investment strategies employed by the Firm on behalf of its Funds. This summary should not be interpreted to limit in any way the Firm’s investment activities. The Firm may offer any advisory serv ices, provide advice with respect to any investment strategies and make any investments, including those that may not be described in this Brochure, that the Firm considers appropriate, subject to each Fund’s investment objectives and guidelines. Specific descriptions of such strategies and methods are included in each Fund’s Memorandum, limited partnership agreement or other governing documents. There can be no assurance that the investment objectives of any Fund will be achieved, and results may vary substantially over time . A.

Methods of Analysis and Investment Strategies

The Firm conducts extensive fundamental research into healthcare sector assets and investment opportunities, including research on individual companies, products and services, drug and device development pipelines,scientific research, clinical trials, specific product and service markets, intellectual property protection and litigation, political and regulatory developments, and the dynamics of public and private securities markets. The Firm makes use of this fundamental research to identify investment opportunities, determine how best to structure or “express” an investment thesis, direct the purchase and sale of securities, negotiate structured investment transa ctions, and generally manage and invest the assets of the Funds. The Firm considers the healthcare sector to include, without limitation, pharmaceuticals, biotechnology, DNA and RNA editing and therapy, therapeutic delivery methods, generic drugs, over-thecounter drugs, medical devices, medical equipment, medical technology,diagnostics,sequencing and imaging technologies and devices, clinical trial services, healthcare data collection and delivery, hospital supplies, hospital services, real estate principally used in operations related to the healthcare industry , acute care hospitals, nursing homes, psychiatric hospitals, addiction recovery centers, alternate-site providers, home care, physician practice management,medical and scientific research and development, medical software, healthcare-related artificial intelligence tools and platforms, HMOs, health insurers, benefit management companies, distributors, sales organizations, drugstores, and animal and plant healthcare products and services, and all related technologies, goods, services, financing activities, real estate and enterprises . The majority of Fund investments are made in companies that are organized in the United States or that issue securities available in the U.S. public securities markets. The emphasis on U.S. -based opportunities reflects the fact that the Firm is more knowledgeable aboutU.S. companies, products and services markets, securities markets, and reimbursement and regulatory dynamics. There is no geographic limitation on

potential investments, and the Funds also make investments outside the United States when the Firm believes it has sufficient information tomake such investments. Subject to the foregoing, each Fund advised by the Firm pursues one ofthree partially overlapping investment strategies (the “Strategies”). The fundamental research conducted by the Firm is heavily used in all Strategies. The specific investment Strategies and allocation guidelines of each Fund client are set forth in its Memorandum and are summarized below. 1.

Public Securities Strategy (Deerfield Partners, L.P.)

Investment Strategy. The “Public Securities Strategy” invests primarily in debt and equity securities, including derivative securities, of publicly traded companies in the healthcare and healthcare related sector. When implementing thePublic SecuritiesStrategy, the Firm seeks to achieve capital appreciation through a portfolio strategy that combines security selection based on in -depth fundamental analysis of healthcare companies, and a diversified portfolio comprising stock, debt, and derivative securi ties and a mix of long and short positions. Investments may be expressed through a variety of financial instruments in addition to securities and obligations of publicly traded companies , including, without limitation, privately placed securities, debt obligations, product royalties, revenue participations and other assets issued by public or private companies. The Public Securities Strategy also utilizes analytical , quantitative, systematic and algorithmictechniques or strategies to develop differentiated views on the value and movements of securities. The Firm considers the following factors when making investment decisions and designing a portfolio for this Strategy.

Healthcare Universe. At least 90% ofthe portfolio of a Fund utilizingthis Strategy (and the other Strategies as well)is expected to be invested in healthcareassets, and in practice the Funds have invested almost exclusively in the healthcare and healthcare-related sector. Quantitative, systematic and algorithmictrading in the Public Securities Strategy may have greater exposure outside of healthcare than fundamental investments.

Leverage. Total exposure varies based on market factors and the constantly varying mix of investment opportunities. This Strategy may also guaranteeobligations of portfolio companies, including on a joint and several basis with other Funds.

Diversification. The portfolio consists of a relatively large number of positions, with 0.50% to 3.00% of total Fund assets representing the typical size of an individualfundamentalinvestment. The Firm customarily invests across a number of healthcare industry segments. The Firm does not invest more than 12.5% of the net assets of Deerfield Partners, L.P.(computed at the time the investment is made) in the securities of any one company.

Balance. The portfolio usually has a net long exposure, but its long and short positions may vary significantly, and past exposure may not be indicative of future exposure. At any given time, the portfolio is likely toinclude positions in equity, debt and derivative securities. Geographically, the portfolio is expected to be weighted toward U.S. -based healthcare companies, but it may include substantial non-U.S. exposure.Exposure to foreign investments varies with prevailing investment opportunities.

Holding Periods. Holding periods of both long and short positions are generallydetermined by the underlying investment thesis and developments in the relevant securities. The Firm , when appropriate, may attempt to realize long-term capital gains for domestic taxable investors where possible and prudent, which could result in delayed dispositionof an investment relative to the expected disposition had such tax considerations been disregarded .

Risk. The Firm may take above -average risk in particular situations if the risk-adjusted return justifies the exposure. The risk inherent in any one investment is mitigated to a degree by the diversity of the portfolio within the healthcare sector.

Use of Derivatives. The Firm uses exchange traded derivative instruments or other derivative instruments, including bilateral swaps,when and to the extentthe Firm believesthey provide the best means of achieving a desired result , sometimes in combination with other securities. Currency forward contracts may also be used to hedge currency risk.

Private Market Financing. The Public Securities Strategy focuses primarily on publicly traded securities. It also invests in tradable syndicated debt and in privately structured financings of publicly traded companies. The Public Securities Strategy also invests in opportunities where liquidity may be restricted, such as in privately structured financings ofprivate companies or in other assets where there is a long-term legal or contractual restriction on sale. With respect to Deerfield Partners, L.P.,securities with restricted liquidity in excess of180 daysrepresent no more than 15% of net assets, determined at the time the investment is made.

Investment Selection. The primary determinant of the Public SecuritiesStrategy’s success is the ability of the Firm to assess the value of companies and assetswithin the healthcare securities universe. The Firm pursues in-depth fundamental research of potential investments by developing detailed analytical models, meeting withcompanies, attending medical conferencesand investment seminars, reading medical and trade literature,reviewing intellectual property,consulting with individuals possessing relevant expertise, surveying participants in the healthcare field , analyzing dataand reviewing other forms ofinformation and research . The Firm may also employ other analytical and quantitativetechniques and strategies to identify opportunities, includingportfolio construction models that are based on quantitatively -based relationships developedthrough research and inferences drawn from data . 2.

Private Design Strategy

Investment Strategy. The “Private Design Strategy” invests in public and private companies in the healthcare sector using privately created instruments, structures and transactions. In utilizing the Private Design Strategy, the Firm may, without limitation, (i) initiate or participate in joint ventures, (ii) finance projects, products or companies, (iii) enter into value-added relationships with companies in the healthcare sector for the development or marketing of healthcare products, (iv) contract for revenue streams generated by or tied to healthcare products or services, (v) purchase such products or services outright, including the purchase of underlying intellectual property, (vi) initiate or participate in leveraged buyouts, other restructurings, or outright buyouts of companies, (vii) develop and sell, or participate in the development and sale of, therapeutics, medical devices or healthcare products and services, (viii) acquire, develop, construct, lease and sell healthcare related real property , and (ix) establish any business and form any entity in furtherance of the foregoing. The foregoing list is illustrative, not exhaustive, and a Fund utilizing the

Private Design Strategy may contract with any party, engage in any activity, pursue any investment, and create any business, in the healthcare field, as set forth in each Fund’s Memorandum. A Fund utilizing the Private Design Strategy may buy, sell, and otherwise acquire, hold, dispose of and deal in any type of securities, financial instruments, or assets. Such securities, instruments and assets may or may not be registered, exchange traded or liquid. Investment Approach. The Firm has established long term relationships with the management of many healthcare companies and research institutions, and possesses deep knowledge of the underlying science, development and commercialization pathways, regulatory environment and markets for healthcare products and services. These attributes allow the Firm to identify financing needs of companies and devise customized investment structures that, on a risk adjusted basis, are intended to meet the financing needs of such companies and research institutionsand the return objectives of the Funds utilizing the Private Design Strategy. The Firm considers the following investment guidelines when making investment decisions.

Healthcare Universe. The Funds utilizing the Private Design Strategy will invest primarily in the healthcare sector, including publicly traded and private companies , established and start-up businesses and distressed assets and companies.The Funds utilizing the Private Design Strategy may invest anywhere in the world, though a majority ofthe Funds’ investments are expected to focus on the healthcare industry in the United States. A significant minority of investments could be outside the United States, depending on available opportunities.

Leverage. The Funds utilizing the Private Design Strategy may leverage their investments and will obtain such leverage in any manner deemed appropriate by the Firm, including, but not limited to, borrowing on margin or otherwise, repurchase agreements, derivative transactions , includingthat provide leveraged exposure to various underlying baskets of assets, and loans from the Firm or its affiliates on arm’s-length terms. The Funds utilizing the Private Design Strategy may also obtain credit lines to provide initial funding of investmen ts without drawing down unfunded capital commitments or as a short-term bridge financing of investments pending drawdown of unfunded capital commitments. The Funds utilizing the Private Design Strategy may also guarantee obligationsof portfolio companies, including on a joint and several basis with other Funds.

Portfolio Concentration. Portfolio concentration in the Funds utilizing the Private Design Strategy will vary with available opportunities and at different times in a Fund’s life (being more concentrated at the beginning and end of a Fund). No more than 30% of a Fund’s aggregate committed capital may be invested in a single portfolio company at any point in time.

Levels of Ownership. When investing in healthcare companies, theFunds utilizing the Private Design Strategy may acquire any level of ownership, from passive minority investments to complete ownership and control.

Balance. The Private Design Strategy generally does not engage in stand -alone short transactions but may take short positions as part of a broader transaction, in anticipation of structuring a broader transaction, in managing position exposure, for tax purposes,or in exiting an investment. Exposure to foreign investments is possible , and has occurred, and a significant minority of investments could be outside the United States , dependingon available opportunities.

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The Firm’s only clients are pooled investment vehicles, the Funds, and no investment advice is provided directly to individuals or to investors in the Funds. Conditions for investing in each Fund, such as the minimum investment amount, are stated in the respective offering documents, which note that the General Partner of each Fund has discretion to reduce or waive the minimum investment amounts. Generally, investors participating in the Funds are required to meet certain suitability and net worth qualifications, such as being (i) an “ accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended,and (ii) a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (“ Investment Company Act ”). Certain “knowledgeable employees” within the meaning of Rule 3c-5 of the Investment Company Actalso participate in the Funds. The Firm, without notice to or consent of investors, has entered into, and may in the future enter into, side letters with certain investors in the Funds (“Side Letters”). Side Letters may grant preferential liquidity, transparency, reporting, fee or other terms. Fund investors that are c urrent and former Firm13

related personnel and affiliatesof the Firm have preferential liquidity rightsto the extent theGeneral Partner of the Fund waives thenotice or other requirements for a redemptionspecified in the applicable governing Fund documents in connection withsuch redemption, which occurs regularly, and, as disclosed above in Item 6, Unrestricted Withdrawals are permitted for certain investors funding capital commitments to certain Deerfield Funds. Investors who or which redeem their investments ahead of other investorscould adversely impact the remaining investors in the Fund. Similarly, where certain investors in a Fund have preferential transparency rights, those investors would have information before other investors, which could benefit those investors withsuch preferential transparency rights.

As set forth in Item 5 above, the Firm or other designated entity receives performance-based compensation based on the realized and unrealized profits ofa Fund or based on distributions made by the Fund, which generally is charged annually in arrears or when otherwise permitted by the Fund’s Memorandum when distributions are made to Fund investors. Performance -based compensation is charged in conformity with Rule 205-3 under the Advisers Act, as applicable. Please see Item 5 for more information. Performance-based compensation arrangements create an incentive for the Firm to operate the relevant Fund in ariskier, more speculative or other manner that is less favorable to investorsthan it would operate under a different fee arrangement. Such fee arrangements also create an incentive to favor higher fee paying accounts or accounts for which the Firm has a higher expected probability of receiving

performance-based compensation over other accounts in the allocation of investment opportunities , particularly in instances where theFund governing documents include terms requiringclawback or giveback of performance-based compensation amounts at the end of the relevant Fund’s life or at certain interim intervals. The compensation of Firm personnel will be influenced by the performance of the Funds and the Firm’s profitability. Certainpersonnel receive a percentage of the performance-based compensationearned by a General Partner with respect to one or more Funds; however, the percentage and/or underlying economics of the performance-based compensation for a givenperson will not be identical for eachStrategy (as defined in Item 8)or for each Fund. This creates a conflict by creating an incentive forcertain personnel to favor the profitability of one Strategy or Fund over another if a particular investment would fall within multiple Strategies or Funds. It also creates a conflict, when Strategies overlap, by creating an incentive for certain personnel to favor one Fund over another Fund if performance-based compensation is likely to be paid sooner, or at a higher level,in one than in the other. In addition, if a Fund’s performance makes it unlikely to pay performance-based compensation,certain personnel have an incentive tosuggest allocating desirable investment opportunities to a Fund more likely to pay performance -based compensation. The existence of p erformance-based compensation creates a conflict of interest in valuing assets and there will be situationsin which the Firm is incentivized to influence or adjust the valuation of assets. For example,the Firm may be incentivized toemploy valuationmethodologies that improve aFund’s track record, to defer recognizing losses from investmentsthat have experienced a permanent impairment that must be returned prior to an affiliate receiving performance -based compensation, or to employ valuation methodologies that give rise to a higher valuation in order to increase fees . Since performance-based compensation payable by Deerfield Partners, L.P. is calculated ona basis that includes unrealized appreciation of the Fund’s assets, it may be greater than if it were based solely on realized gains. Each Fund typically holds investments for which market quotations are not readily available. Such investments may be valuedin part or in whole based on valuations provided by the Firm, and such valuationswould be a basis for determining amounts payable to the General Partner of the applicable Fund and the Firm. Fund investments will be valued at fair value , consistent with the Firm’s valuation policy and procedures. The Firm makes valuation determinations in accordance with Accounting Standards Codification ( ASC) 820. For assets that can be priced by the Funds’ administrator, the Firm will utilize the administrator’s valuation. It is expected that a Fund’s administrator will value those assets that are classed Level 1 or Level 2 and that the Firm will value Level 3 assets. If the Funds ’ administrator does not believe it is capable of independently sourcing or validating a valuation, and for all Level 3 assets, the Firm’s internal valuationcommittee assumes responsibility for such valuation in accordance with the Firm’s valuation policies and procedures. Valuation of investments will necessarily be individualized given the customized nature of each investment . At its discretion and at the direction of the Firm’s valuation committee, the Firm uses a third-party independent valuation firm to assist in valuation of certain assets , and thecosts of such valuation agent will be borne by the relevant Fund(s) . While the Firm uses data supported methods and metrics, v aluation of Level 3 assets involves matters of judgement, and there can be no assurance thatthe valuation assigned by the Firmreflects the value that will ultimately be realized upon the eventual disposition of the investment. Accounting rules and guidelines continue to evolve, and such changesmay impact how the Firm values certain assets. Performance-based compensation earned by a Fund’s General Partner that is attributable to gains from the sale or disposition of certain assets that have been held for three years or less is generally treated as short-term capital gains and will betaxed at the higher ordinary income tax rates. As a result , the interests

of the General Partner and Fund investors may not always be aligned with respect to the timing of the disposition of an investment, which timing could have an impact on investment performance. The Firm seeks to ensure that all Funds are treated equitably in the allocation of investment opportunities and tradesover time. Please see Item 11 for more information. Allocation decisions are made by the Managing Partneror the Managing Partner’sdesignee. Portfolio investment -by-portfolio investment performance -based compensation creates an incentive to favor portfolio investments for which the Firm or an affiliate is more likely to receive larger or earlier compensation. The Firm may receive performance-based compensation with respect to a profitable portfolio investment even if investor’s subscriptionto Fund is not profitable overall. Provided that the withdrawal proceeds are used to fund capital commitments in Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P. , Deerfield Healthcare Innovations Fund, L.P., Deerfield Healthcare Innovations Fund II, L.P., Deerfield Private Design Fund V, L.P., Deerfield Healthcare Innovations Fund III, L.P. and/or Deerfield Healthcare Innovations Fund-A,IIIL.P., certain investors in Deerfield Partners, L.P. are permitted to withdraw all or any part of their capital in Deerfield Partners, L.P. (except in the case of funding capital commitments in Deerfield Healthcare Innovations Fund II, L.Pfor which there is a maximum withdrawal of $200,000 per capitalcall for investors not affiliated with the Firm) without being subject to the required lock up, notice and timing of redemptions provisions contained in the relevant Memorandum (the “Unrestricted Withdrawals”). Investors in Deerfield Partners, L.P. that are current and former firm-related personnel and affiliates of the Firm have preferential liquidity rights to the extent the General Partner of the Fund waives the notice or other requirements for a redemption specified in the Fund’s Memorandum, which occurs regularly . Although the Firm generally does not expect an Unrestricted Withdrawal or preferential liquidity set forth in the preceding sentence to materially disadvantage the remaining investors in Deerfield Partners, L.P., including, where applicable,the ability of the Firm to make reasonable projections of the anticipated capital calls for the other Funds or other needs, such investors will be disadvantaged if Deerfield Partners, L.P. needs to sell its positions in securities at undesirable prices or take other actions to fund the withdrawals.

Broker-Dealer Registration Status The Firm and its management personsare not affiliated with any broker-dealer. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Advis Status

or Registration

The Firm and its management persons are not registered as, and do not have any application to register as, a futures commission merchant or associated persons of a futures commission merchant. The Firm is exempt from registrationas a commodity pool operator and as a commodity trading advisor. An affiliate of the Firm is eligible to be marketed in the United Kingdom via its National Private Placement Regime, and the Firmis the alternative investment fund manager of the affiliate under the United Kingdom Alternative Investment Fund ManagersRegulations 2013. Material Relationships or Arrangements with Industry Participants An affiliate of the Firm, 345 PAS Holding LLC, obtained financing from financial institutions in connection with its ongoing operation of and activities at the Cure. The Firm is a guarantor of certain obligations under the financingarrangement. Relationships with Other Investment Advisers The Firm is a related person of each General Partner. See Item 4. In addition, certain of the Firm’s supervised persons were principals of ABV, LLC (“ABV”), which acts as general partner to private funds (“ABV Private Funds”) and receives performance-based compensation from such ABV Private Funds. The investment period for the ABV Private Funds has expired, and ABV does not expect to receive additional capital for new investment funds. Certain of the Funds are currently invested in the ABV Private Funds. The supervised persons have an incentive to recommend that such Funds invest additional capital, or that other Funds invest their capital, in the ABV Private Funds or ABV portfolio companies, or that portfolio companies of the Funds acquire or enter into financial transactions with ABV portfolio companies. Certain Funds have invested, and may in the future invest, in ABV portfolio companies and may purchase securities from ABV Funds through secondary transactions.These potential conflicts are mitigated, however, by the fact that such supervised persons are not authorized to make final investment decisions for the Funds, and personnel of the Firm who have such authority donot receive any financial or

other benefits from ABV or the ABV Private Funds. Portfolio companies of the Funds may acquire or enter into financial transactions with ABV portfolio companies.This conflict is mitigated, however, by the fact that such supervised persons do not control portfolio companies of the Funds , and proposed transactions involving portfolio companies of Fundsand ABV portfolio companies involve independent personnel and/or are reviewed and approvedby personnel of the Firm who do not receive any financial or other benefits from ABV or the ABV Private Funds. The Firm does not recommend or select other investment advisers for its clients. Certain Conflicts of Interest in Providing Services toFunds The Firm recognizes that conflicts arise and endeavors to treat all clients fairly and equitably. Management of Multiple Funds. Certain inherent conflicts of interest arise from the fact that the Firm and its affiliatesprovide investment management services to more than oneFund, and the Funds have overlapping investment objectivesand strategies. The Firm and its affiliates are also generally permitted to establish and manage additional investment funds and accounts , which may have investment strategies that are similar to,different from, or overlap with, existing Funds. These activities may adversely affect the prices and availability of securities held by or potentially considered for one or more of the Funds. Certain affiliates of the Firmand the Deerfield Foundationreceive an allocation of profits earned by each of the Funds. The General Partner of Deerfield Healthcare Innovations Fund, L.P., however, does not receive any portion of the profits earned by the Fund, as profits not allocated to investors are received by the Deerfield Foundation. The Firm will have an incentive to allocate investment opportunities to Funds in which the applicableGeneral Partneris likely toreceive an allocation of profits.Similarly, the Foundation and certain third parties are entitled to receive a portion of the performance -based fees received by theGeneral Partner from certain Funds. The Firm will have an incentive to allocate investment opportunities to Funds in which such third parties do not receive anallocation of profits. The Firm and its affiliates have an obligation to make investment decisions for the purpose of benefiting the Funds and not for purposes of benefiting the Firm, the General Partners or affiliated entities. To meet that obligation, the Firm has adopted allocation procedures designed to mitigate these conflicts of interest. See Item 11 below for additional information on the Firm’s allocation policies. Conflicting Interests in respect of Portfolio Companies in which the Funds Invest.A Fund may invest in a portfolio company in which another Fund may simultaneously investor has already invested. In such case, such Funds may hold interests in different classes of securities in the portfolio company’s capital structure. Accordingly, such Funds may have conflicting interests and investment objectives, including with respect to the value of the investment (e.g., for purposes of the issuance of new securities ), the targeted returns from the investment, the timeframe for disposing of the investment, and the manner in which to pursue a return on the investment if the portfolio company becomes distressed and is unable to satisfy its obligations to all of its investors. In addition, the Firm may cause a portfolio company or Collaboration Project in which a Fund is invested to be combined with a portfolio company or Collaboration Project in which another Fund is invested. The combination may ultimately result in economics or returns that are different, and possibly less favorable, than if the combination had not occurred. In other circumstances, during the period that a portfolio company is owned by a Fund, such portfolio company could become a suitable investment for one or more other Fundsdue to size, revenue, earnings, change in business focus or

other characteristics. In certain circumstances, the approval of a Fund advisory committee may be required. In the case of a Fund that does not have an advisory committee pursuant to its governing documents, the Firm may consult the Firm’s Advisory Board, which currently consists of investor representatives from one or more of the Funds, regarding a conflict. A Fund may also invest in or sponsor a SPAC that identifies a portfolio company of another Fund as a potential target for an initial business combination. A conflict of interest existsin that the Firmmay be incentivized to cause the SPAC to target and/orconsummate a business combination with a portfolio company ofanother Fund. This conflict is mitigated by the fact that the Firm is generally not in a position to influence or participate in the activities of a SPAC in which a Fund is invested unless the Fund is also the SPAC sponsor, and with respect to a SPAC for which the Fund is a SPAC sponsor, the SPAC officers and directors owe certain duties to SPAC investors. A conflict of interest also exists in that the Firm may be incentivized to cause a portfolio company of a Fund to consummate a business combination with a SPAC in which another Fund has an investment or sponsorship. This potential conflict is mitigated by the fact that the Firm is generally not in a position to influencebusiness combinationdecisions of a SPAC in which a Fund is invested unless the Fund is also the SPAC sponsor , and with respect to a SPAC for which the Fund is a SPAC sponsor, the Firm’s personnel serving on theportfolio company’s board owe duties to other shareholders of the portfolio company. Joint Research and Development Arrangements. The Innovation Funds and certain Private Design Funds have entered into Research Collaborations. Although the terms of each Research Collaboration are negotiated and can vary, each Research Collaboration typically provides for (a) payments to the Research Partner for research relating to Collaboration Projects, (b) access to information regarding the Research Partner’s scientific research and/or background intellectual property owned or controlled by the Research Partner, (c) the grant by the Research Partner to a Fund or an entity owned by one or more Funds that is formed in relation to a Research Collaboration for the primary purposeof conducting early stage research and development(a “Collaboration Company”) of certain options, licenses, preferential rights of negotiation or first refusal or similar rights or benefits with respect to background intellectual property, research results and intellectual property relating to Collaboration Projects, and (d) potent ial investment by a Fund or Collaboration Company in one or more Collaboration Projects or companies formed to further develop products and technologies resulting from Collaboration Projects (each, a “ Research Company”). Multiple Funds may invest in a Collaboration Company that undertakes multiple Collaboration Projects, and any given Collaboration Project may be invested in by both a Fund and one or more o ther Funds; however, each Collaboration Project is treated as a separate investment, sohe t investments of the Fund and toher Funds in a given Collaboration P roject may not be proportionate to the investment of such entities in the Collaboration Company. Expenses and liabilities associated with aCollaboration Project will be apportioned to a Fund and other Funds invested in that particularCollaboration Project; however, there is no guarantee that liabilities associated with a Collaboration Project will be limited to the investors participating in such Collaboration Project. Overhead and general expenses of a Collaboration Company that cannot be precisely attributed to a given Collaboration Project may be allocated to a Fund and other Funds invested in the Collaboration Company in a manner determined by the Firm to be fair and reasonable. At any time, a Collaboration Company may contribute the assets of a Collaboration Project to a Research Company, and it is expected that, subject to available capital, remaining fund life, investment concentration and other ors fact that the Firm may consider, a Fund and other Funds that invest in a Collaboration Project will also invest in the Research Company to which such research project may be contributed, and subject to such considerations Funds that did not invest in the Collaboration Project may invest in the Research Company. As a result, Funds that did not originally invest in a Collaboration Project may in the future benefit, directly

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The Firm has a Code of Ethics (the “ Code”) pursuant toRule 204A-1 under the Advisers Act. The Code sets forth the ethical and fiduciary principles and related compliance requirements under which the Firm operates and the procedures for implementing those principles. The Code includes provisions that govern fiduciary duty, client opportunities, insidertrading and securities fraud, engaging paid experts and research firms, personal trading, gifts and entertainment, political contributions, outside business activities and confidentiality.The Firm strivesto adhere to the highest industry standards of conduct based on principles of integrity, honesty, trust and professionalism. Accordingly, the Code incorporates the principles that the Firm and its employees must place the interests of the Funds first , not take inappropriate advantage of their positions, maintain independence in the investment -decision making process and comply with applicable laws. With respect to personal trading by the Firm’sprincipals and employees,such persons are required to observe the Firm’s Code of Ethics and generally may not, without express approval from the Firm’s Chief Compliance Officer, establish a new investment position in any company on the Firm’s restricted list orin the healthcare sector, public or private, but may maintain investment positions in such companies if the position

was established prior to 2011 or prior to the individual becoming anemployee, or if the position is received without action by the employee (for instance, by bequest). Employees may make trades to exit from such publicly traded positions only with priorcompliance approval. Such approval willtypically be given only if (i) the Firm is not restricted from trading in the relevant security, and (ii) the requested trade is not adverse to, or could not be expected tomaterially affect, any trading strategy in which the Firm is engaged, whether in terms of the direction of a trade or by materially affecting price or trading volume in the relevant security. Employees may, without express approval from the Firm’s Chief Compliance Officer, invest in healthcare focused open end mutual funds that are not exchange traded funds. With prior compliance approval, employees may make investments in private companies operating outside of the healthcare sector. Employees may generally trade in publicly traded securities outside of the healthcare sector; however,employees may not trade in any security, regardless of sector, if the Firm or the employee is in possession of material non -public information regarding such security. Employees must submit holdings reports annually and transaction reports on a quarterly basis for securities holdings (excluding securities exempt from such reporting under the Advisers Act and applicable regulations), regardless of , sector and submission requirements are generally satisfied through brokerage feeds to, or other information input into, ComplianceAlpha, a software platform used by the . Firm The Firm provides investment advisory services only to the Funds, which, although certain Funds are permitted to investa portionof assets outside the healthcare sector, invest almost exclusivelyin the healthcare sector. If any of the Funds were to invest materiallyoutside the healthcare sector, theFirm expects that the Code wouldbe updated toapply such other controls as the Chief Compliance Officer deems appropriate . The Firm’s Code is available to anyinvestor or prospective investor upon request by contacting the Firm’s Chief Compliance Officer at (212) 551 -1600. Occasionally, it may be appropriate for more than one of the accounts managed by the Firm to trade or invest in the same securities at the same time. When an investment is appropriate for more than one strategy or more than one Fund, it is the policy of the Firm to attempt to appropriately size and fairly allocate the opportunity among the applicable Funds. A fair allocation does not necessarily mean an equal or proportionate allocation. There can be no assurance the application of the Firm’s policy will result in a Fund participating in all investment opportunities that may fall within the Fund’s Strategy. The appropriate sizing of a position in a given investment will vary among Funds. Each Fund is equally entitled to participate in a new investment opportunity provided that the opportunity fits within the Fund’s Strategy. In determining theappropriate sizing of an investment for a particular Fund, the Firm may consider many factors, including the Fund’s: investment policies, guidelines or restrictions; existing diversification among healthcare subsectors; gross and net exposure; return objectives; correlated investments; tax considerations; cash availability and liquidity constraints; available and committed capital (where applicable) ; expected duration of investment; sector, sub-sector and individual security weightings; hedging activity; anticipated amount of securities received; and such other factors as the Firm considers relevant consistent with its fiduciary duties (“Sizing Factors”). Sizing decisions are made for each of the Funds with respect to a purchase or sale of a security (“Sizing Amount”) based on the Sizing Factors(and, with respect to the Private Design Funds and the Innovations Funds, based on additional factors as described below) . The Firm attempts to execute the decision to purchase or sell the Sizing Amount for each of the participating Funds. The Sizing Amount may be adjusted if there are changes to the Sizing Factors.Investment sizing decisions in the Public

Securities Strategy are determined and executed independently for the fundamental based strategy and the algorithmic, quantitative orsystematic trading strategy. In the case of a n investment opportunity that is eligible for various Private Design Funds and/or Innovations Funds, which have different investment periods, the following additional factors will be considered. If the investment opportunity contemplates a term extending beyond the life of one Fund, it may be allocated to another Fund having sufficient remaining life. If the investment opportunity constitutes an extension, restructuring, replacement, refinancing or follow-on financing of an existing investment made by one or more Funds, the new investmentwill typically bemade available to the Fund (s) that made the initial investment (subject to such Fund having a sufficient remaining life and capital , its return objectives, position size, expected duration and liquidity objectives, and such other factors as the Firm determines to be appropriate); however,if the Firm expects a company’s equity securities to become publicly traded within 18 months of the date of investment and the Fund using the Public Securities Strategy has not madethe initial investment, the new investment will typically also be made available to such Fund in equal share to the Fund(s) that made the initial investment. If the investment opportunity fits the strategy of different Private Design Funds and/or Innovations Fund s and occurs within the investment period of such Funds, contemplates exit within the life of such Funds, and does not constitute the extension, restructuring , replacement, refinancing or follow-on financing of an existing investment that could, and is desired to,be funded entirely by the Fund(s) that made the initial investment, then the Sizing Amount of the investment for each of the Private Design Fundsand/or the Innovations Fund s eligible to participatein the investment will be determined in a manner the relevant General Partner and Managing Partner consider fair based on the Sizing Factors including amounts a Fund must reserve to satisfy existingor expected investment obligations. When placing orders to purchase or sell the same security with the same price limit and other dimensions for more than one Fund, it is expected that the Firm will usually aggregate for all participating Funds purchases or sales of such a security (“block trading”) provided the Firm deems it appropriate and in the best interests of the Funds. All eligible Funds generally participate in the block purchases or sales according to the Sizing Amounts established for each participating Fund and bear the commission cost s pro rata based on the amount purchased or sold by each Fund on a trade -by-trade basis. If partial sales or purchases are made, the allocation of securities to the participating Funds shall generally be in the same ratio as the actual transactions bear to the intended Sizing Amounts (the “ Allocation Ratio”). Where an allocationwill not be made according to the Allocation Ratio for various reasons, including, but not limited to: (a) if a pro rata allocation results inde a minimis allocation to certain Funds, or an amount less than the minimum denomination available for a particular security; (b) if the allocation would result in unbalancing the diversification of one or more Funds (based on factors including, but not limited to, r isk, sector, subsector, geography, issuer, and credit quality); (c) if a pro rata allocation would result in one or more Funds not meeting an investment objectiveor violating an investment restriction; or (d) other factors in the Firm’s professional judgment consistent with its fiduciary duties. It is the policy of the Firm that transactions in a security in the same directioni.e. ( , purchase or sale) and with the same order instructions (i.e.,price limit, speed, duration) during a day will be allocated to each of the Funds that received or sold a portion of the security at the average price obtained during the day. Within the Public SecuritiesStrategy, fundamental based investment orders andalgorithmic, quantitative or systematic trading orders generally are not aggregated, regardless of whether the same direction orders are

identical (e.g., same price limit and other dimensions), or netted, regardless of whether the opposite direction orders are identical. In the public securities markets, it can take several hours, days or weeks(or longer) for the Firm to reach the Sizing Amounts originally established for a particular investment. The Firmmay change the Sizing Amount for any Fund any time prior to a trade being made based on a reevaluation of the Sizing Factors in light of the most current circumstances related to the management of the Fund. Although the Firm’s goal is to be fundamentally fair on an overall basis with respect to all Funds, there can be no assurance on a trade-by-trade basis that one Fund will not be treated differently from another or disadvantaged by the trading of another Fu nd. If the Firm did not manage multiple Fund accounts , each Fund individually at times would be able to receive or sell a greater percentage of all financial instruments purchased or sold. Consequently, when multiple Funds participate in limited opportunity trades or investments, each participating account often reduces the opportunity available to other participating accounts. Investment allocations made with respect to public securities are generally entered in the Firm’s order management system. Private investment allocation decisions are generally memorializedin investment memoranda and/or transaction documents. The Firm does not engage in principal transactions with client accounts unless it first obtains consent from the client(s) for the specific transaction.Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account, buys a security from or sells a security to an advisory client. If the Firm engages in principal transactions, the Firm prices financial instruments in accordance with the Firm’s valuation policies. Subject to the governing documents of each Fund, the Firm maylend money to a Fund, which loans are repayable upon demand by theFirm. The Firm occasionally effects cross trades between Fund accounts. Cross trades between Funds utilizing different strategies are effected on occasion , fortoexample,avoid liquidity leakage and reduce transactions costs, if the Firm determines that doing so is in the best interest of each participating Fund. The Firm may also conduct a cross trade when a Fund that initially entered into an investment faces a situation in which the investment will require additional capital that would cause the investment to exceed the desired Sizing Amount for such Fund, but which remains a desirable investment. In such instances, the initially investing Fund may trade a portion of its position to one or more other Funds such that all of the relevant Funds par ticipate in both the existing position and the additional investment. The Firm may consult the Firm’s Advisory Board and/or obtain consent from the advisory committees of the relevant Funds, if applicable. The Firm prices financial instruments that are traded in Fund to Fund transactions in accordance with the Firm’s valuation policies.A controlled portfolio company of one or more Funds may acquire securities owned byone or more Funds that are not invested in such portfolio company. In addition, a controlled portfolio company may acquire another controlled portfolio company. In such instances, the Firm may elect to consult the Firm’s Advisory Board and/orobtain consent from the advisory committees of the relevant Funds. Cross trades are also expected to arise in the context of automatic or other re -balancing of investments amongparallel investing entities, and in such circumstances the Firm generally will not seek a fairness opinion or advisory committee consent given that such transactions typically are effected close in time to the initial Fund’s investment or pursuant to authorizing provisions in the relevant governing documents.

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The Firm’s selection of brokers is guided and/or limited by (i) its responsibility to act as a fiduciary when handling Fund accounts, (ii) its obligation, to the extent applicable and subject to the conditions herein below specified, to select brokers who offer overall best execution on Fund trades, and (iii) a Fund’s Memorandum. A Brokerage Committeemeets approximately quarterly to review the Firm’s brokerage practices. When selecting brokers, the Firm is not required to consider any particular criteria.For the most part, the Firm will seek the best combination of brokerage expenses , execution quality, liquidityand other relevant factors, but the Firm is not required to select the broker that charges the lowest commission or transaction cost, as lowest cost may not always be best . While trade price, including commission, is a quantitative factor in

best execution, the Firm also evaluates qualitative execution factors, such as research capabilities, ability to execute trades,access to management of issuers,nature and frequency of sales coverage, depth of services provided, including back office and processing capabilities, financial stability and responsibility, reputation, commission rates, markups and markdowns, responsiveness to the Firm and the value of research and brokerage products and services provided by such brokers (as discussed below). The determinative factor is not the lowest possible commission cost alone. The Firm considers research and soft dollar benefits in selecting brokers. “ Soft dollar” benefits arise when a Fund pays a brokerage commission that is not the lowest possible commission available from the broker. When soft dollars are used to obtain research and other benefits, those benefits are being paid for by higher commissions incurred in connection with tradesof Fund securities. The Firm’s investment approach emphasizes detailed research of individual healthcare companies, the healthcare sector generally, particular subsectors within the healthcare industry, and particular products, services and technologies and related commercial, legal, political, and regulatory dynamics. Consequently, the Firm considers the value of research and other products and services that may be able availfrom a broker when selecting and engaging brokers. Such research and brokerage services may be provided directly by the broker or by third parties that are paid by the broker , either directly or throughanother broker-dealer thataggregates commissions. Researchand other products andservices furnished or paid for by brokers may include, but are not limited to, written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; the costs of executing and obtaining responses to surveys of healthcare professionals; financial and industry publications; market, financial, economic, and similar data; healthcare related data and analytical software; statistics and pricing services; discussions with research personnel and other expert consultants; software, databases and other technical services utilized in the investment management and trade execution process; access to portfolio company management; and attendance at conferences. Soft dollars are not used to pay or reimburse the Firm’s internal expenses, such as paying Firm personnel, rent, utilities, or overhead expenses. The Firm applies soft dollars only to pay for research and brokerage services that fall within the safe harbor established under Section 28(e) of the Exchange Act. Brokerage products and servicespaid for with soft dollarsinclude, but are not limited to,dedicated lines and message services that connecthe Firm to othermarket participants (such as broker -dealers and custodians), software used to route orders to market centers or to direct market access systems or that provide algorithmic trading strategies, including software incorporated in order management systems, and certain post-trade services incidental to executing a transaction, such as post -trade matching of trade information, and the use of electronic confirmation and affirmation of institutional trades in connection with settlement processing. Certain items obtainable with soft dollars will not be used exclusively for eitherbrokerage or research services. Under such circumstances, the Firm makes agood faith effort to determine the percentage of such products or services that may be considered as Section 28(e) eligible research or brokerage services and will use soft dollars to pay for only that portion of the product or service used by the Firmfor Section 28(e) eligible purposes. Those portions of the product or service that are used for other purposes will be allocated to the Funds to the extent they are allowable Fund expenses or to the Firm to the extent theynot areallowableFund expenses. In allocating the costs of a mixed -use product or service, the Firm has an incentive to designate as much as possible of the costs to eligible Section 28(e)soft dollar expenses to minimize the amount that the Firm and/or the Funds must pay directly. To address this conflict of interest, the Firm maintains documentation

of its methodology for allocating the costs of mixed-use products and services between allowable and non allowable soft dollar expenses. Such documentation is periodically reviewed by the Chief Compliance Officer to determine that the allocations were rea sonable. In its discretion,the Firm maycause a Fund or the Firm, as applicable and to the extent permissible under relevant Fund documents, to pay for the portion of a product or service that is Section 28(e) eligible directly rather than through soft dollars. The Firm’s Commission Sharing Arrangements (CSA) Committee reviews on a n approximately quarterly basis the Firm’s use of soft dollars . The Firm participates in a client commission management arrangement under which it may effect transactions th rough a broker-dealer and request that the broker -dealer allocate a portion of the commissions to another broker -dealer that aggregates these client monies and, with the Firm’s oversight and approval, pays service providers of qualified research and brokerage services. This arrangement enablesthe Firmto efficiently consolidate payments for qualified research and brokerage services. For administrative reasons, this broker -dealer aggregator doesnot process payments for certain services that qualify underSection 28(e), including surveys and consultations conducted by Deerfield Intelligence. Expenses for certain surveys and consultations conducted by Deerfield Intelligence are paid by the Funds and are allocated based onthe expected benefit to the relevant Funds , or in such other way that the Firm deems fair and equitable. The relationship with brokerage firms that offer commission sharing arrangements to the Firm influences the Firm’s judgment in allocating brokerage business. By using Fund brokerage commissions to obtain research, the Firm receives a benefit because it does not have to produce or pay for the research. Therefore, the Firm has an incentive to select a broker based on its interest in receiving research or other products or services, rather than on a Fund’s interest in receivingbest execution and thereby is subject to a conflict of interest in using the services of those brokers to execute a Fund’s brokerage transactions. Although the Firm believes that these relationships will be beneficial to both the Firm and the Funds, a Fund will sometimes pay commissions higher than those charged by other brokers that do not provide soft dollar benefits.The Firm also effects client transactionsthat generate soft dollarsthrough electronic communication networks and other alternative trading plat forms. Because the Firm uses its research of the healthcare industry to analyze investment opportunities across all Fund Strategies, all Funds advised by the Firm may benefit directly or indirectly, immediately or over time, from research provided or paid for with soft dollars. The Firm does not attempt to allocate the benefits of soft dollars among the Funds in proportion to the trades that generate the soft dollars. Consequently, soft dollars generated by any one of the Funds will pay for products and services the exclusive, primary , disproportionalor immediate benefit of whichwill inure to one or more of the other Funds, including Funds that have little or no soft dollar generating trading activity . In such cases , certain clients will obtain a disproportionate benefit in soft dollar paid research and/or services compared to the amount of soft dollars they generate, or vice versa. In addition, the Firm at times shares research paid for with soft dollars with portfolio companies in which the Funds invest. The Firm believes that doing so may benefit such portfolio companies and, in such cases,therefore, indirectly benefits the Funds’ investment in such companies. On occasion, the Firm, as a matter of good corporate citizenship, shares with the public research conducted byDeerfieldIntelligenceor other groups at the Firmthrough surveys, inter views, consultations, and data that has been paid for with soft dollars. The results of such research may be conveyed to the public through the publication of articles, sharing the research with not -for-profit healthcare associations, institutes

and organizations or through other means. The primary goal of sharing such research with the public is to advance healthcare through the sharing of information. In addition, at times, DeerfieldIntelligenceconducts research at the request of thirdparties that are involved in advancing healthcare. If the Firm makes a determination that conducting such research will also benefit the Funds, it may pay for such research with soft dollars. To the extentthat the Firm determines that any part of such research will not benefit the Funds , that portion of the research will be paid for by the Firmor by one or morethird parties. The Firm has a conflict of interest in properly allocating the costs of such research because it has an incentive to pay for as much of such research as possible with soft dollars. To address this conflict of interest, Deerfield Intelligence collaborates with the Chief Compliance Officer to review and document the Firm’sallocation methodology for such research. Although theprimary goal of the Firm in sharing research with the public and/or conduct ing research on behalf of thirdparties that may be paid for with soft dollars is to contribute towards advancing healthcare, the Firm and its affiliates may receive indirect benefits through providing such research to the public. For example, providing research to the public through various venues may improve the Firm’s reputation as an investment manager in the healthcare sector, thus possibly leading to additional investors in the Funds and/or new investment opportunities for the Firm and/or the Funds. In such instances, the soft lars dol generated by the Funds will havepaid for these indirect benefits received by the Firm. The Funds, and not the Firm, will be responsible for any losses resulting from portfolio management, trading or administrative errors in connection with the relevant Fund’s investment activities, in the absence of gross negligence, bad faith or willful misconduct by the Firm, the relevant General Partner (if applicable) or their affiliates or personnel. A Fund’s responsibility for such errors might include, for example, incorrect entry of a trade into an electronic trading system, errors when reconciling trade activity, or drafting errors related to derivatives contracts or confirmations. Given the volume of transactions executed by the Firm on behalf of the Funds, investors should know that such errors do occur (although the Firm does not expect them to occur frequently), and that the Fund will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the Firm, the relevantGeneral Partner (if applicable) or its affiliates or personnel. Although the governing documents generally contain broad exculpation and indemnification provisions,the Firm will not interpret such provisions to constitute awaiver of any person’s non-waivable federal fiduciary duties to the relevant Fund under the Advisers Act. When placing orders to purchase or sell the same security with the same price limit and other dimensions for more than one Fund, the Firm will generally aggregate for all participating Funds purchases or sales of such security provided the Firm deems it appropriate and in the best interests of the Funds. Such aggregation may result in better prices and lower execution costs for the participatingFunds. All participating Funds generally bear the commission costs pro rata based on the amount purchasedor sold by each Fund, and securities purchased or soldare generallyallocated on an average price basis . If partial sales or purchases are made,the Firm will allocate the order as described in Item11 above.

The Firm provides investment advice only to the Funds. Other than the soft dollar benefits described in Item 12 above, the Firm does not receive any direct economic benefit for providing advice to the Funds from anyone other than the Funds. Directors’ fees and remuneration, consulting fees, advisory fees, transaction fees, commitment fees, broken deal fees or other similar fees received by the Firm from investments made by the Funds are generally offset by reducing the management fees otherwise receivable by the Firm from the Funds on a dollar-for-dollar basis (but not below zero), subject to certain exceptions, including as described in Item 5and Item 10. The Firm will receive benefits from employeesor consultants of portfolio companies in the form of information, ideas, consulting or other services,which may be provided without charge andwhich benefits may be used by theFirm for its own purposes. The Firm will receive benefits from employees and consultants who are Discovery Specialists engaged to support the discovery activities and operations of portfolio companies, whose costs are borne exclusively by the Funds and portfolio companies, in the form of information, ideas or other support in connection with the Firm’s business. In addition, certain portfolio companies may reimburse or pay the Firm or its affiliates, including 3DC, for services, goods or facilities provided to such portfolio companies by third parties including other portfolio companies or by the Firm and its affiliates. Such services, goods and facilities are expected to be provided to such portfolio companies on comparable or improved economic terms relative to those that any portfolio company could obtain individually, and the Firm may also procure such services, goods and facilities for its own use on the same

economic terms. Furthermore, while it is anticipated that any intellectual property developed by the Firm or its affiliates in respect of services contracted by the Firm or its affiliates for the benefit of any portfolio company will accrue to the benefit of suchportfolio company, it is expected that theFirm or its affiliateswill retain rights to use certain intellectual property, including the ability to license such intellectual property to third parties, including other portfolio companies. The Firm and its affiliates also expect to have access to certain information generated by Fund portfolio companies and to be able to generate insights and additional information through analysis of such data, the benefits of which may be reaped by the Firm, its affiliates, other Funds and other portfolio companies. An affiliate of the Firm owns a property and a building in New York City, known as the Cure, which provides laboratories, engineering and computing space, and other facilities and services to portfolio companies of the Funds. Certain ancillary services are provided by another affiliate of the Firm, Cure Experience Services LLC. The Firm’s affiliates may benefit from the payment by portfolio companies for rent and fees for such space, facilities and services , includingthrough increased occupancydue to the Firm’s ability to direct portfolio companies to lease space and facilities and consume services and through appreciation in the value of the property. To ameliorate conflicts, management fees payable by the Funds will be reduced by any rent paid by portfolio companies controlled by the Firm that is in excess of “reasonable rent”. In addition, the governing documents of certain Funds include a mechanism for review by the relevant Fund advisory committee of certain fees and expenses paid by portfolio companies to the Firm or certain affiliates. The Firm accepted two investors ina Private Design Fundvintage that were introduced by a solicitor with whom the Firm no longer has an ongoing arrangement, but to whom the Firm paid placement agent compensation upon receipt of performance-based compensation attributable to such investors in respect of their investment insuch Funds. The Firm entered into a consulting agreementwith an individualto provide professional services and strategic advice relating to business development opportunities in the Middle East. Under the terms of the arrangement,the individualassists the Firm in the development ofthe business of it, its affiliates and portfolio companies by making introductions through a variety of methods. While such introductions have included potentialnon-U.S. investors that may consider investing capital in funds managed by Deerfield,the individualhas not been engaged as a placement agent, finder, broker -dealer or underwriter or to provide an y such services. Pursuant to the arrangement, the individual generally may not conduct business in or engage with potential investors or transaction counterparties in the United States. The individual receives a flat monthly payment and discretionary bonus , plus reimbursement of reasonable business expenses, in consideration of his services.The Firm utilizes capital introduction services offered by unaffiliatedbrokers-dealers with which the Firm has relationships .

In May 2017, as supplemented by a superseding indictment in March 2018, the United States Attorney’s office for the Southern District of New Yorkcharged two partners of the Firm (who were placed on leave of absence) with conspiracy to convert property of the United States, to commit securities fraud and to defraud the United States; conspiracy to commit wire and securities fraud; conversion of property of the United States; securities fraud; and w ire fraud in connection with recommending trading in certain shares allegedly on the basis of material nonpublic information during 2009 to 2014. On the same day, the SEC filed a complaint against one of those individuals, alleging that he recommended trading in shares of certain securities during 2012 on the basis of material nonpublic information, in violation of Section 10(b) of the Exchange Act and Rule10b-5 thereunder and Section 17(a)(1) of the Securities Act.The Firm was not named in either proceeding.In May2018, both individuals were convicted in the criminal proceeding on five counts of conversion of government property, conspiracy, wire fraud, and securities fraud. Both individuals were sentenced in September 2018 and appealed the verdict. A divided panel of the Court of Appeals for the Second Circuit affirmed the verdictin December 2019. The Court denied rehearingen banc in April 2020. In July 2020, the Court of Appeals for the Second Circuit granted the individuals’ motions to stay the mandate pending filing of petitions for a writ of certiorari in the Supreme Court.In January 2021, the Supreme Court granted the individuals’ petitions for a writ of certiorari, vacated the decision of the Court of Appeals for the Second Circuit , and remanded the case to the Court of Appeals for the Second Circuit for further consideration in light of the Supreme Court decision in Kelly v. United States. In December 2022, the Court of Appeals for the Second Circuit vacated the convictions of the two individuals formerly associated with the Firm and remanded the case to the District Court for the dismissal of all counts against them except for one conspiracy count, which it remanded to the District Court for further proceedings. In October 2023, pursuant to the terms of a deferred prosecution agreement with each individual, the one remaining charge was dismissed. In November 2023, the SEC dismissed the complaint it had filed. The individuals are no longer with the Firm. In August 2017, the Firm voluntarily agreed to settle an SEC administrative proceeding relating to alleged violations of Section 204A of the Advisers Act, without admitting or denying the SEC’s allegations, pursuant to an order under Section 203(e) and 203(k) of the Advisers Act (the “Order”). The Order resolved the SEC’s allegations that the Firm, from 2012 through 2014, failed to establish, maintain, and enforce policies and procedures reasonably designed to prevent the misuse of material, nonpublic information, particularly taking into consideration the nature of the Firm’s business. The Order alleged that, as part of the Firm’s research in the healthcare sector, the Firm engaged third party consultants and research firms, including firms that specialized in providing “political intelligence” regarding upcoming regulatory and legislative decisions, that Firm personnel based trading recommendations on such information, and that hedge funds advised by the Firm then made those trades.Based on the foregoing conduct, the SEC alleged that the Firm violated Section 204A of the Advisers Act, which requires investment adviser s to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of the

investment adviser’s business, to prevent the misuse of material, nonpublic information by such investment adviser or any person associated with such investment adviser. The Order required the Firm to cease and desist from committing or causing any violations and any future violations of Section 204A of the Advisers Act, censured the Firm and provided that the Firm pay disgorgement of $714,110, prejudgment interest of $97,585 and a civil money penalty of $3,946,267.Additional details regarding the settlement can be found in the Firm’s Form ADV Part 1A, which can be accessed through the Investment Adviser Public Disclosure website at https://adviserinfo.sec.gov .

The Firm’s only clients are the Funds, each of which pursues a particular investment Strategy that is described in the offering documents of the Fund . The portfolio of thePublic SecuritiesStrategy is reviewed on a daily basisby the Firm to determine whether positions should be added, removed or adjusted in lightthe of

Strategy’s objectives, the Firm’s research, and the composition ofthe Fund’s portfolio. The Firm adjusts its trading activities daily on the basis of that review.Investment decisions for any quantitative, algorithmic or systematic trading strategy are generally based on orders generated by the Firm’s systematic portfolio construction model that runs each morning on trading days when the public securities markets in the U.S. are open, which orders are reviewed and executed by a member of the Firm’s trading team. The investments of the Private Design Strategyand Healthcare Innovations Strategy are generallylong-term, illiquid, and made less frequently than investments in the Public Securities Strategy. C onsequently, the Firm reviews the Private Design Strategy and Healthcare Innovations Strategyportfolios regularly, on an as needed basis, including upon the occurrence of actionable events and in connection with the making and exiting of investments. The Firm reviews theportfolios of the Private Design Strategy and the Healthcare Innovations Strategy to assess whether to pursue transactions that may expand or reduce exposure to a portfolio company, restructure an investment to more closely conform to a portfolio company’s business dynamics and the applicable Fund’s desired return profile, or to initiate an exit or liquidity event such as a merger, initial public offering or sale of the portfolio company. Portfolio reviews are conducted under the supervision of the Firm’s Managing Partner, or the Managing Partner’sdesignee. The Firm does not provide personalized advice to individual investors and does not review individual Fund investor accounts or financial plans. Fund investors receive monthly (in the case of Deerfield Partners, L.P.) or quarterly (in the case of Funds utilizing the Private Design Strategy or the Healthcare Innovations Strategy) reports on the value of assets in the relevant Funds. The Firm p rovides commentary on the performance of all Funds and the state of the markets on a quarterly basis. Annually, Fund investors also receive audited fiscal year-end financial informationwithin 120 days of the applicable Fund’s fiscal year ,end except that with respect to the Strategic Growth Fund, such information is provided with in 180 days of the Fund’s fiscal year end.

The Firm does not have actual custody of any client assets (other than certain privately placed securities that are not required to be held by a qualified custodian) . The Firm or its related person, the applicableGeneral Partner (in its capacity as general partner to certain Funds), is deemed to have custody of the assets of the Funds because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client’s account or otherwise withdrawing funds from a client’s . account In accordance with Rule 206(4)-2 under the Advisers Act (“Custody Rule”), the Firm maintains the assets of the Funds with qualified custodians. For all Funds other than the Strategic Growth Fund, audited

financial statements are furnished annually to all investors in such Funds within 120 days of the end of each Fund’s fiscal year. With respect to the Strategic Growth Fund, Ernst & Young, an independent public accountant is retained to conduct an independent verification of the Strategic Growth Fund’s funds and securities in accordance with theCustody Ruleunder the Advisers Act(a “surprise examination”) . at leastonce during each calendar year. The Strategic Growth Fund’squalified custodianwill send account statements of the investors in the Strategic Growth Fundquarterly in accordance with the Custody Rule . Investors in the Funds are urged to carefully review all account statements and to contact the Firm if they have any questions.

The Firm’s only clients are the Funds, and the Firm is granteddiscretionary authority to manage the assets of the Funds in accordance with each Fund’s governing documents pursuant to an investment management agreement with a Fund or in the governing documents of a . Fund The Firm has the authority to determine, without obtaining specific consent, the securities, and the amount of securities, to be bought or sold. The Firm also retains the discretion to determine brokers to be used and to negotiate the amount of brokers’ commissions. In the case of certain Funds utilizing the Private Design Strategyand the Healthcare Innovations Strategy, each investor in such Funds has also granted the Firm a power of attorney to establish such “alternative investment structures” as the Firm s deem appropriate for purposes of a given investment and to call capital directly into such alternative investment structures. Limitations on the Firm’s authority are guided by, among other things, (i) its responsibility to act as a fiduciary when handling Fund accounts, (ii) the investment Strategies and objectives each of Fund, (iii) a Fund’s Memorandumand other governing documents , and (iv) the obligation to seek best execution for Fund trades.

The Firm exercises discretion to vote proxies for Fund securities in accordance with its proxy voting policies and procedures. It is the Firm’s policy to generallyvote proxiesfor Fund securitiesin a manner that, in the Firm’s judgment, is most likely to maximize the value of the relevant Fund ’s investment. However, with respect to securities held by Deerfield Partners, L.P. pursuant any quantitative, systematic, or algorithmic strategies, it is the Firm’s policy to generallyvote to abstain, or to abstain from voting proxies,except that if voting securitiesof the same issuerare also held by the Fund pursuant to other strategies, suchaas fundamental strategy, or held by other Funds, the Firm will generallyvote proxies in respect of securitiesheld pursuant to quantitative, systematic, or algorithmic strategies in the same manner as voting securities held pursuantsuch other strategies or other Funds. Individual investors in the Funds do not have a right to direct how the Firm exercises its voting discretion. Proxiesfor Fund securities are generallyreviewed bythe Managing Partneror the Managing Partner’s designee, who makes final decisions regarding the voting of such proxies. Voting proxies in respect of securities held pursuant to quantitative, systematic, or algorithmic strategies is generally made without further review or consultation by the Managing Partner or the Managing Partner’s designee. The Firm’s Chief Financial Officeror the Chief Financial Officer’sdesigneegenerallyreviews andmakes decisions regarding the voting of proxies relating to Fund investment s in short-term money market funds.

The Firm acts as a fiduciary when voting proxies on behalf of the Funds.The Firm will seek to avoid possible conflicts of interest in connection with proxy voting. The Firm itself generallyholds no direct position in the companies in which the Funds invest and, therefore, should have no interest independent of the Funds in how Fund securities are voted.If the Managing Partner, or the Managing Partner’sdesignee, or the Chief Financial Officer, or the Chief Financial Officer’s designee, as applicable,nevertheless believes there may be a potential conflict of interest between Funds or between the Firm and any Fund with regard to the voting of securities, such person will notify the Chief Compliance Officer. The Chief Compliance Officer will review the potential conflict of interest and determine whether such potential conflict is material. Where the Chief Compliance Officer determines there is the potential for a ma terial conflict of interest regarding a proxy, the Chief Compliance Officer will consult with the ManagingPartner, or the Managing Partner’sdesignee, and sector analysts who follow the company and/or the Chief Financial Officer, or the Chief Financial Officer’s designee, as applicable, and a determination will be made as to whether one or more of the following steps will be taken: (i) discuss the proxy vote with the relevant Fund advisory committee, Board of Directors, or Firm Advisory Board; and/or (ii) seek the recommendations of an independent third party. Investors may obtain the Firm’s proxy voting policy and procedures and/or a record of the Firm’s proxy voting by contacting the Firm’s Chief Compliance Officer at (212) 551 -1600. The Firm has retained a third party service provider to facilitate its submission of claims in class actions involving securities held by Funds that have given the Firm the authority to do so.

The Firm does not require the payment of fees or other compensation six months or more in advance. The Firm has no financial condition that impairs its ability to meet contractual commitments to clients and has not been the subject of a bankruptcy proceeding.