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Affinity Asset Advisors, LLC: investment adviser
Affinity Asset Advisors, LLC is an investment adviser registered with the SEC (file 801-120744, CRD 312788). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $2.5B
- Discretionary
- 100%
- Accounts
- 3
- Employees
- 10
- In advisory roles
- 7
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 3 | $2.5B | 100.0% |
How it is paid
- A percentage of assets under your management
- Performance-based fees
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Michael Cho | Person | Co-founder, managing partner and portfolio manager | managing member | D 50% to 75% | Jan 2017 | Yes | |
| Jonathan Bo-Shing Chu | Person | Co-founder | member | B 10% to 25% | Jan 2017 | Yes | |
| Daniel Barry Heller | Person | Chief investment officer | member | B 10% to 25% | Jan 2021 | ||
| Patrick Leonard Nosker | Person | Director of research | member | B 10% to 25% | Jan 2021 |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Affinity Asset Advisors LLC ADV Part 2A, filed Jul 27, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
General Description of Advisory Firm
Affinity Asset Advisors, LLC is a Delaware limited liability company headquartered in New York City. Affinity Asset Advisors, LLC is registered as an investment adviser with the SEC and is subject to the rules and regulations governing registered investment advisers under the Investment Advisers Act of 1940, as amended. Affinity Asset Advisors, LLC has been in business since 2017 and has been registered with the SEC since April 2021. Affinity Asset Advisors, LLC and Affinity Private Strategies LP, a Delaware limited partnership (collectively, “Affinity,” the “Firm,” and similar terms) have together filed a single Form ADV under an umbrella registration.
Read the rest of Item 4 (832 more words)
As a relying adviser of Affinity Asset Advisors, LLC, Affinity Private Strategies LP is not separately registered as an investment adviser with the SEC but is considered to be a registered investment adviser by virtue of Affinity Asset Advisors, LLC’s registration with the SEC. Affinity Private Strategies LP is under common control with Affinity Asset Advisors, LLC, as an affiliated entity. Affinity is an investment adviser to private fund clients. Affinity was founded by Michael Cho and Jonathan Chu. Mr. Cho is the Managing Partner of Affinity and has ultimate responsibility for all of Affinity’s management and operations decisions. B.
Description of Advisory Services
Affinity serves as the investment adviser, with discretionary trading authority, to private fund clients, the securities of which are offered to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”). The Funds include:
Affinity Healthcare Fund, LP, a Delaware limited partnership (the “Master Fund”);
Affinity Healthcare Offshore Fund, LTD, a company incorporated under the laws of British Virgin Islands, which invests substantially all of its assets into the Master Fund (the “Feeder Fund”); and
Affinity Healthcare Strategic Opportunities Fund, LP, a Delaware limited partnership (the “Strategic Opportunities Fund”.
Affinity Healthcare GP, LLC, a Delaware limited liability company (the “Master Fund General Partner”), is an affiliate of Affinity and serves as the general partner of the Master Fund. The Feeder Fund is governed by its Board of Directors. Affinity Healthcare Strategic Opportunities GP, LLC (the “Strategic Opportunities Fund General Partner”), a Delaware limited liability company, is an affiliate of Affinity and serves as the general partner of the Strategic Opportunities Fund.
In providing advisory services to the Master Fund and Feeder Fund, Affinity pursues a long/short equity strategy focused on companies in the healthcare sector. Generally, healthcare investments will focus on pharmaceutical and biotechnology companies that develop, discover, and commercialize drug therapies. Certain of the Master Fund’s investments may be illiquid at the time of acquisition or become illiquid, difficult to value, or subject to lock up or non-withdrawal provisions. Such investments may include, without limitation, investments in special purpose vehicles, privately placed unregistered securities such as convertible debt and preferred equity investments in private companies, and other securities that, in the opinion of the Affinity and/or the Master Fund General Partner, either do not have a readily ascertainable market value or which may be valued but are not freely transferable. Affinity and/or Master Fund General Partner may isolate such illiquid investments by creating a “side pocket” within the Master Fund as a subaccount, to which the Affinity and/or the Master Fund General Partner may determine to allocate or attribute such investments or assets. The Strategic Opportunities Fund seeks to acquire interests in, and/or make other investments, including, without limitation, equity and/or debt positions, in relation to early-stage portfolio investments, venture capital investments, new venture and/or early stage companies, later stage and private equity investments, private investments in public equity (“PIPEs”), publicly traded securities, debt securities, equity securities and related investment instruments primarily in the healthcare sector with a general focus on pharmaceutical and biotechnology companies that develop, discover and commercialize drug therapies. Please see “Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss” for a description of the Affinity’s investment strategies and certain related risks. Affinity may, in the future, advise other clients and private investment funds, including separately managed accounts, special purpose vehicles, co-investment funds, and similar investment vehicles. References throughout this document to “Clients” refer to the Funds listed above and to any other clients Affinity may advise in the future. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended, and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. Investors in the Funds must meet the qualifications set forth in the applicable offering documents. Persons reviewing this Brochure should not construe this as, and should understand that this Brochure is not, an offer to sell or solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. C.
Tailored Advisory Services for Client Accounts
Affinity manages assets in accordance with the stated investment objectives of each Client, as described in any relevant investment management agreement (or similar agreement) or in an offering memorandum or a Client’s organizational documents (collectively, the “Offering Documents”). Investment advice is provided directly to the Clients and not individually to the limited partners, shareholders, and investors in the Clients (the “Investors”).
D.
Wrap Fee Programs
Affinity does not currently participate in wrap fee programs. E.
Assets Under Management
Affinity manages, on a discretionary basis, approximately $2,451,642,000 of Client regulatory assets under management. This figure for regulatory assets under management was determined as of June 30, 2026. Affinity does not manage any assets on a non-discretionary basis.
Item 5. Fees and compensation
Advisory Fees and Compensation
The fees applicable to the Funds are set forth in detail in the applicable Offering Documents. A brief summary of such fees is provided below. (a) Management Fees Investors in the Master Fund (and Feeder Fund) pay Affinity a management fee that ranges between 1.5% and 2% per annum (the “Hedge Fund Management Fee”). The Hedge Fund Management Fee is equal to the net asset value of each such Investor’s capital balance at the beginning of the fiscal quarter (where such net asset value shall be calculated before the deduction of any accrued Incentive Allocation (defined below)). Investors in the Strategic Opportunities Fund pay Affinity a management fee of 2% per annum (the “Strategic Opportunities Fund Management Fee”).
Read the rest of Item 5 (1,194 more words)
The Strategic Opportunities Fund Management Fee is equal to each Strategic Opportunities Fund Investor’s capital commitment and is payable quarterly in advance. Affinity, in its sole discretion, may waive, by rebate or otherwise, all or part of the Hedge Fund Management Fee or Strategic Opportunities Fund Management Fee otherwise due with respect to any Investor’s investment or any class of interests, including, without limitation, Affinity’s affiliates, members, principals and/or employees. (b) Incentive Allocation With respect to the Master Fund and Feeder Fund, at the end of each fiscal year, each Investor will be subject to an incentive allocation (the “Incentive Allocation”), calculated at the Master Fund level, generally in an amount between 17.5% and 20% of realized and unrealized gains (excluding unrealized income on investments held in side pocket accounts) for the year subject to a traditional “high watermark” and subject to certain reductions as more fully set forth in the Offering Documents. The Incentive Allocation for investments held in side pocket accounts is calculated upon the liquidation of such investment or the determination by Affinity and/or the Master Fund General Partner that such investment is no longer illiquid. The Incentive Allocation will be allocated to the Master Fund General Partner. The Master Fund General Partner reserves the right to waive or reduce the Incentive Allocation with respect to any Fund Investor or class of interest, including, without limitation, its affiliates, members, principals and/or employees. With respect to the Strategic Opportunities Fund, Investors will be subject to a carried interest allocation (the “Carried Interest Allocation”) in the amount of 20% on the cumulative distributions made in excess of their capital commitment amount plus a preferred return of 8%, compounded
annually. The Carried Interest Allocation will be allocated to Strategic Opportunities Fund General Partner. The Strategic Opportunities Fund General Partner reserves the right to waive or reduce the Carried Interest Allocation with respect to any Strategic Opportunities Fund Investor, including, without limitation, its affiliates, members, principals and/or employees. In addition, Affinity occasionally enters into side letter arrangements with certain Investors which provide for different or favorable terms than those described above, including, without limitation, the fees charged, minimum subscription amounts, redemption rights and other rights. The terms of such side letters will be determined by Affinity. B.
Payment of Fees
Management fees for the Funds are paid to the Firm quarterly in advance. Incentive Allocation, with respect to the Master Fund and Feeder Fund, is crystalized at year end, if applicable (excluding unrealized gains on side pocket investments). Carried Interest Allocation for the Strategic Opportunities Fund is paid in accordance with the terms set forth in the Offering Documents. C.
Additional Expenses
In addition to the fees and allocations described above, each Fund generally bears all of their own ordinary and necessary expenses, including but not limited to expenses related to its operations and the investment of its assets. Each Fund shall bear those expenses as set forth in the applicable Offering Document, as amended from time to time, including, but not limited to, some or all of the following:
Certain costs and expenses attributable to the organization of, and offering of interests in, the Funds, including, without limitation, third-party legal, commercial travel, meals, lodging, entertainment, accounting, filing, printing and other organizational and offering expenses in relation to the organization and offering of the Funds.
Costs, fees, expenses and liabilities related to acquiring, holding, managing, operating and disposing of investments made by the Funds and any brokerage commissions, interest on margin and other borrowings, and borrowing charges on securities sold short, financings or refinancings related thereto and all third-party costs and expenses incurred in connection with identifying, evaluating, structuring, negotiating, managing, monitoring and exiting any actual or potential investments (including, without limitation, broken-deal costs and expenses), sourcing co-investment capital or investment and research related expenses and travel costs (including, without limitation, costs relating to attending industry trade conferences);
Research and market data costs and other investment transaction costs (including markups and mark-downs);
Investment and research related expenses and travel costs;
Investment related consultants;
Operational expenses such as custodial and subcustodial fees, bookkeeping, accounting, audit and other professional fees and expenses (including directors’ and consultants’ fees and expenses, legal fees (including fees paid to the Master Fund General Partner’s and the Firm’s counsel for services for the benefit of the Funds), tax preparation fees, governmental fees and taxes, all filing fees (including, without limitation, federal and state securities law filings), fund administration, and other service provider expenses (including, without limitation, fees and expenses of outsourced middle and back-office providers, information technology or cybersecurity providers or consultants and/or regulatory, tax or compliance providers or consultants);
Insurance premiums of the Funds, the Master Fund General Partner, the Strategic Opportunities Fund General Partner, and/or the Firm (including insurance premiums with respect to any of their principals, partners and officers);
Expenses incurred with respect to the preparation of annual reports and other financial information reporting;
Costs of the Funds’ governance activities (such as obtaining partner consents);
Legal or other costs and expenses of the Funds’ regulatory compliance (such as, for example, preparation of federal and state regulatory or securities filings (including, without limitation, preparation of any SEC periodic report filings on behalf of the Funds, the Master Fund General Partner, the Strategic Opportunities Fund General Partner or the Firm);
Expenses relating to (i) all market data and related software used by the Firm and its employees (including, without limitation, Bloomberg terminals and subscriptions) and (ii) portfolio management system and any other software used for accounting and/or monitoring of the portfolio, including, without limitation, subscriptions relating to trading and order management systems and services) to the extent items (i) and (ii) are not otherwise eligible for payment with soft dollars under the Firm’s soft dollar policy;
Expenses related to any applicable limited partner advisory committee (“LPAC”) meetings and all LPAC expenses that are reimbursable; and
Other reasonable expenses related to or in connection with the management and operation of the Funds and/or the purchase, sale or transmittal of the Funds’ assets, as the Firm and the Master Fund General Partner or the Strategic Opportunities Fund General Partner determines in its sole discretion.
In general, each Investor will bear its proportionate share of Client expenses on a pro rata basis with respect to the size of its capital account balance. Affinity and its affiliates may, however, allocate expenses on another basis, including by allocating certain expenses to certain (but not all) Investors, if Affinity and its affiliates determine that such an allocation is more equitable. When Affinity incurs expenses on behalf of multiple Clients, it will allocate the expenses among the applicable Clients in an equitable manner, based upon the relative use of a product or service,
net asset value, or such other allocation methodology determined by Affinity and its affiliates. However, it is possible not all expenses will be allocated ratably across all Clients. D.
Prepayment of Fees
The management fee for the Funds (as described above) are paid quarterly in advance. E.
Additional Compensation and Conflicts of Interest
Neither Affinity nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.
Item 6. Performance-based fees and side-by-side management
Performance-Based Fees and Side-By-Side Management Affinity and its affiliates accept performance-based fees or allocations from every Client. As a result, Affinity and its affiliates do not face certain conflicts of interests that may arise when an investment adviser accepts performance-based fees or allocations from some clients, but not from other clients. The performance-based fees or allocations paid to Affinity and its affiliates may create an incentive for Affinity to make investments that are riskier or more speculative than would be the case in the absence of performance-based fees or allocations.
Read the rest of Item 6 (46 more words)
In addition, because a portion of performancebased fees or allocations are calculated based on unrealized appreciation of certain Client’s net assets, it may be greater than if such fees or allocations were based solely on realized gains. These conflicts are disclosed in each Client’s Offering Documents.
Item 7. Types of clients
Types of Clients Affinity provides investment advice to the Funds, as described in Item 4, “Advisory Business,” above. Affinity may, in the future, provide investment advisory services to other types of clients. The respective investment programs of the Funds and such additional clients may or may not overlap. The Funds typically require a minimum initial investment of $1,000,000, subject to the ability of Affinity and its affiliates, and/or the Board of Directors of the Feeder Fund to waive or reduce such minimum initial capital contribution amounts in its sole discretion. Each Investor generally must be a non-U.S. person or a U.S.
Read the rest of Item 7 (70 more words)
person that (i) is an “Accredited Investor” and a “Qualified Purchaser” (each as defined under federal securities laws), (ii) will be required to represent whether they meet the definition of “qualified client” within the meaning of the U.S. Investment Company Act of 1940, as amended (the “Company Act”), and (iii) may be required to meet certain other suitability requirements as may be set forth in the applicable Fund’s subscription documents.
Item 8. Methods of analysis, investment strategies and risk of loss
Method of Analysis, Investment Strategies and Risk of Loss A.
Methods of Analysis and Investment Strategies
The descriptions set forth in this Brochure of specific advisory services that Affinity offers to Clients, and investment strategies pursued and investments made by it on behalf of Clients, should not be understood to limit in any way, Affinity's investment activities. Affinity may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that are considered appropriate, subject to each Client's investment objectives and guidelines. The investment strategies that Affinity pursues are speculative and entail substantial risks. Clients and Investors should be prepared to bear a substantial loss of capital.
Read the rest of Item 8 (9,992 more words)
There can be no assurance that the investment objectives of any Client will be achieved. Affinity Healthcare Fund, LP Affinity Healthcare Fund, LP, the “Master Fund”, pursues an active long-short equity strategy focused on the healthcare sector. Generally, healthcare investments will focus on pharmaceutical and biotechnology companies that develop, discover, and commercialize drug therapies. The Master Fund also invest opportunistically across the capital structure, including investments in credit instruments, private transactions, and alternative investments, which may include but are not limited to special purpose acquisition companies. Potential investment opportunities undergo a robust internal and external evaluation process. Affinity’s research team conducts an internal evaluation based on the scientific rationale, preclinical datasets, and, when available, early clinical data. This includes a bottom-up strategy of scientific analysis to examine the mechanistic rationale by means of literature review to dissect the target pathway, structural biology, and preclinical pharmacokinetic and pharmacodynamic attributes of an analysis. For assets that have generated clinical datasets, Affinity critically prosecutes reported safety and efficacy data as well as analyzes trial design using predictive modeling. Subsequently, the Affinity investment team seeks to conduct external analysis, leveraging the insights of key opinion leaders and scientific advisors to augment the initial thesis. The culmination of this process is a comprehensive perspective of a biotech company’s asset valuation, from which financial metrics are applied to determine the company’s potential valuation. Because Affinity believes its skillset allows it to predict a drug/asset’s probability of success to a high degree, Affinity is comfortable investing earlier in the drug development pipeline. Once an investment opportunity is identified, Affinity seeks to optimize the structure of the investment through the following:
Position sizing is directly correlated to Affinity’s risk assessment.
Derivatives (e.g., options, convertible debt) may be employed to even the risk reward spectrum.
Capital is deployed strategically around key value inflection catalysts.
Short derivatives (e.g., options) may be utilized to capture additional alpha on high conviction ideas in periods of low catalyst activity and/or overpriced volatility.
Long derivatives (e.g., options) may be used for downside protection as well as volatility trades.
Affinity’s investment strategy is heavily trading-oriented. As such, when Affinity trades equities or other liquid instruments, Affinity intends to deploy large positions that can be actively managed. Affinity will use derivatives to structure trades to maximize risk/reward, and in scenarios with extreme downside risk, to cap the maximum potential loss. Certain of the Master Fund’s investments may be illiquid at the time of acquisition or become illiquid, difficult to value, or subject to lock up or non-withdrawal provisions (“Private Companies”). Such Private Company investments include, but are not limited to: 1. Privately placed, unregistered convertible debt and preferred equity securities of Private Companies at various stages of development that are subject to longer term lockups or other similar transfer restrictions; 2. Nontransferable beneficial ownership interests in privately offered, special purpose investment vehicles that make private equity and venture investments in Private Companies; 3. Purchases of illiquid Private Company securities in the secondaries market; 4. PIPE offerings subject to long-term restrictions on resale; 5. Any other privately placed, unregistered securities; and 6. Any securities that, in the opinion of the Master Fund General Partner, in consultation with Affinity, either do not have a readily ascertainable market value or which may be valued but are not freely transferable (for example, investments held by the Master Fund at times when economic turmoil leads to illiquid market conditions or when issues affecting one or more of the Master Fund’s counterparties affect the Master Fund’s ability to trade certain investments in its portfolio). Affinity Healthcare Strategic Opportunities Fund, LP Affinity Healthcare Strategic Opportunities Fund, LP, the “Strategic Opportunities Fund”, intends to acquire interests in, and/or make other investments, including, without limitation, equity and/or debt positions, in relation to early-stage portfolio investments, venture capital investments, new venture and/or early stage companies, later stage and private equity investments, private investments in public equity (“PIPEs”), publicly traded securities, debt securities, equity securities and related investment instruments primarily in the healthcare sector with a general focus on
pharmaceutical and biotechnology companies that develop, discover and commercialize drug therapies. The Strategic Opportunities Fund will pursue a high-conviction, fundamental strategy targeting clinical-stage private companies at points where technical or strategic inflections support discrete step-ups in enterprise value. Unlike liquid strategies that rely on high-volume catalyst trading, the Strategic Opportunities Fund focuses on the “Translational Zone”, targeting programs with human clinical data visibility within an 18–30-month timeframe. Affinity’s approach is designed to reach value creating milestones that support defined exit pathways, including strategic M&A and Initial Public Offerings (“IPOs”). Affinity intends to employ a value-oriented, probability-weighted approach to selection. Affinity’s research team features members with advanced degrees in biochemistry, biophysics, and computational biology. This expertise allows Affinity to move beyond "biological interest" to interrogate Translational Interpretability, ensuring early clinical data is robust enough to support dose selection and identify responders. A critical component of our process is the comparison of technical reality against deal reality. Scientific quality alone is not sufficient to justify an investment; capital is deployed when the Strategic Opportunities Fund believes the market is mispricing technical and execution risk. Successful idea generation also entails evaluating the quality of the management team and the follow-on capital capacity of the existing syndicate. Potential opportunities undergo a two-gate internal evaluation: 1. Value Gate: the technical probability of success must meaningfully exceed price-implied probability of success. 2. Return Gate: The anticipated step-up at the milestone must support target gross return objectives. If either gate fails, Affinity will seek to reprice, restructure, or decline the opportunity. Once an investment is selected, Affinity seeks to maximize risk-adjusted returns by focusing on clinical execution. The Strategic Opportunities Fund is not expected to be a trading-oriented strategy; instead, it is a high-conviction, concentrated private fund. Positions are acquired with the intent to hold through specific clinical or strategic inflection points. The Strategic Opportunities Fund will target approximately 10–15 core investments, balancing sufficient diversification to manage technical risk with the concentration necessary for winners to drive fund-level outcomes. B.
Material, Significant or Unusual Risks Relating to Investment Strategies
The investment program that Affinity pursues on behalf of its Clients is speculative and involves substantial risks. There can be no assurance that Clients will achieve their investment objectives. As a result of the inherent riskiness and uncertainty of an investment in the Clients, such investment involves the risk of loss of some or all of an Investor’s investment.
Risk Factors Prospective Investors should carefully consider the risks involved in an investment in a Client, including, but not limited to, those discussed below. As the Strategic Opportunities Fund was formed to primarily acquire interests in later stage and private equity investments and private investments in public equity, some (but not all) of the risks discussed below are not applicable to the Strategic Opportunities Fund. For a complete explanation of all relevant investment strategies and their associated risks, prospective Investors should review the applicable Offering Documents, which may contain explanations of additional strategies and corresponding risks not discussed below. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients that Affinity advises. These risk factors include only those risks Affinity believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis that it employs. Risk of Loss. An investment in a Client entails a high degree of risk. The past performance of Affinity and its affiliates (or the principals or employees of Affinity and its affiliates) is not an indication of the future success of the Clients and is not presented as being relevant to the future success of the Clients. There can be no assurance that Affinity will achieve the Clients’ investment objective or that the strategies described herein will be successful. Given the factors that are described below, there exists a possibility that an investor could lose all or substantially all of an investment in a Client. Investment Related Risks Equity Securities. The Clients hold long and short positions in common and preferred stocks of primarily U.S. issuers. Equity securities fluctuate in value, often based on factors unrelated to the fundamental economic condition of the issuer of the securities, including general economic and market conditions, and these fluctuations can be pronounced. The Clients may purchase securities in all available securities trading markets and may invest in equity securities without restriction as to market capitalization, such as those issued by smaller capitalization companies, including micro-cap companies. Risk Factors Associated with Investments in the Healthcare Sector. Investing in companies focused on, or dependent upon companies focused on, pharmaceuticals, biotechnology, managed care, healthcare services, healthcare IT, hospitals and other related industries contains substantial risks. These risks include (but are not limited to): Industry Concentration. The healthcare industry, and particularly the biotechnology sector, can be significantly affected by patent considerations, intense competition, rapid technological change and obsolescence, and government regulation. Healthcare companies can have persistent losses during a new product’s transition from development to production, and revenue patterns can be erratic. Should such industry become subject to more adverse financial conditions than currently exist, the Clients’ capital will not be
afforded the protection otherwise available through greater diversification of its investments. Furthermore, market conditions, interest rates, and economic, regulatory, or financial developments in a related industry could significantly affect the healthcare industry and the securities of companies in the healthcare industry could react negatively to these or to other developments. Regulatory Risks; Commercialization Risks. The healthcare industry may be subject to various and changing government regulations. While healthcare reform legislation has expanded healthcare coverage in the US, instability in the healthcare market presents a potential risk to many healthcare companies. For example, the value of healthcare company stocks could drop significantly depending on whether and how the government chooses to control the prices of drugs and medical devices and/or limit premium increases from managed care companies in an effort to control healthcare cost in the US. In addition, many healthcare companies receive significant amounts of revenue from government programs, including Medicare and Medicaid. Sudden changes in the amount, manner or method of revenue or cost reimbursement could have a dramatic impact on the shares of these companies. Furthermore, even if a biotech or other healthcare company that the Clients invest in develops a new drug or therapy, product approvals and regulations by the Food and Drug Administration and other regulatory agencies can be lengthy and complicated, thereby depressing the value of the Clients’ investment until such approvals are achieved. In addition, even if a company that the Clients invest in obtains encouraging preclinical or clinical data, there can be no assurance that any product candidate will receive regulatory approval in the United States or any other jurisdiction, or that approval will be granted on a timely basis or with commercially reasonable labeling. Regulatory authorities may require additional studies, impose post-marketing requirements or restrictions, limit indicated uses, or delay, suspend or withdraw approvals. In addition, regulatory approval does not assure commercial success, and a company in which the Clients invest in may fail to achieve meaningful market acceptance due to competition, physician adoption, payer coverage, pricing pressure, safety concerns, manufacturing constraints or other factors. Volatility Risks. The shares of early stage healthcare companies can be very volatile, i.e. the value of such shares can drop significantly and rapidly on announcements of negative news (such as news about product development failures, denial of approval by the Food and Drug Administration, post-approval discovery of previously unknown problems with a particular product, recalls, adverse event reporting, fines, suspensions of approvals, and the imposition of civil or criminal penalties), all of which can have an adverse effect on the stock price of a particular Client investment. The shares in these companies can also appreciate significantly and rapidly on good news or for other reasons. Because these changes in valuation can happen fast, Affinity might not have time to trade in or out of positions before prices are adjusted. Liquidity Risks. Shares in healthcare companies may be illiquid. Several factors may contribute to this issue. These include, but are not limited to the following: (a) many healthcare companies, such as biotechnology, medical device and healthcare services companies, are small and have relatively few shares outstanding and, many shares are often
held by insiders, which are restricted from trading and this further reduces the public float (publicly available number of shares for trading); (b) spreads (the differences between buy and sell prices) for such illiquid stocks can be significant, which can increase trading costs, and potentially further reduce trading liquidity; and (c) there may be times that investors have little interest in technology, telecommunications and/or pharmaceutical companies and this might further slow down trading. Financial Risks. Many healthcare companies incur losses and have negative cash flows from operations and carry significant financial risks. Revenues, if there are any, usually cover only a minor fraction of the costs associated with research and operations. For example, it costs a tremendous amount on the part of pharmaceutical and biotechnology companies to research a new drug; to fund clinical trials; to obtain regulatory approvals; to expand the market for their products; to file, prosecute, defend and enforce patent applications; and to develop new and complementary products). The negative cash flow from operations (sometimes called the ‘cash burn’) requires the companies to raise cash through other means or may even cause bankruptcy. Certain companies are often financed through the issuance of securities (shares, debt, etc.) combined with payments by corporate partners (if there are any). The refinancing risks are significant and include risks related with the issuance of more securities, the willingness of the markets to buy these securities, the dilution of ownership, and the opportunities to close funds. Management Risks. The management teams of early-stage healthcare companies are usually quite small (except, for example, the staffs at some more established healthcare companies) and their experience might be limited to certain fields and not include other essential capacities. The management of the companies might have extensive large drug company experience but might have limited experience running small entrepreneurial companies. In addition, it may be difficult for a healthcare company to recruit and retain highly qualified personnel to manage business growth due to intense competition or other reasons. Recruitment and retention of personnel can put a strain on the company’s resources, while failure to manage growth and improve management could harm the business of such company. Product Development Risks. Many healthcare companies are developing one, or at most, a few products, usually based on a specific technology (such as the development of a specific drug on the part of a pharmaceutical company or the development of specialized implement on the part of a medical devices developer). The success or failure of the technology or the lead product of the company can have enormous impact on the valuation of the company. Failure could lead to significant losses, and success could lead to significant gains of the stock. Many new healthcare companies have not yet led to commercialized products and their potential remains to be proven. Historically, many products have failed in trials and it is expected that this trend will continue. Products can fail for many reasons. For example, in the case of a pharmaceutical company developing a new drug, the product might not be effective, it may have negative or dangerous side effects, or it might lead to negative interactions with other commonly used drugs.
Intellectual Property and Litigation Risks. If the Clients invest in a biotechnology or other healthcare company that is unable to obtain or maintain intellectual property rights relating to its technology, the commercial value of that company’s technology and products can be adversely affected and its competitive position can be harmed, leading to losses. Pending and future patent applications may not issue as patents or, if issued, may not issue in a form that will provide a company with a competitive advantage, thus negatively impacting the value of the company. Further, existing patents can be challenged or infringed, which would limit the ability of a company to maintain its competitive advantage. A company may have to make claims or file lawsuits against third parties in order to preserve and enforce its patent and other intellectual property rights, which can entail significant costs and divert a company’s attention away from developing and commercializing its products. In addition, there is a risk that a company in which the Clients invest may infringe the intellectual property rights of a third party, leading to claims against the company that would cause it to incur substantial expenses and, if successfully asserted against the company, adversely affecting the value of that company’s stock. In addition, any healthcare company in which the Clients invest faces the possibility of product liability claims and may not be able to obtain adequate insurance. If insurance coverage is inadequate to protect against future product liability claims, a company would be exposed to significant liabilities, which may harm its business. Reimbursement; Drug Pricing Risks. The commercial prospects of pharmaceutical and biotechnology companies that the Clients invest in may depend materially on the availability of adequate reimbursement from government and private payers. Legislative, regulatory and market developments relating to healthcare reimbursement, government price controls, inflation penalties, reference pricing, formularies, utilization management, patient access restrictions or public pressure concerning drug pricing could materially reduce the revenue potential of such companies, even if its product candidates receive regulatory approval. Manufacturing, CMC and Supply Chain. Pharmaceutical and biotechnology companies that the Clients invest in may depend on specialized manufacturing processes, single-source suppliers, contract development and manufacturing organizations, complex raw materials, biologic inputs, cold-chain logistics or other constrained supply arrangements. Manufacturing failures, scale-up challenges, contamination events, noncompliance with current good manufacturing practice requirements, shortages of key materials, delays in tech transfer or disruptions in third-party manufacturing or supply chains may delay development, clinical trials, regulatory approval or commercialization and may materially adversely affect such companies. Product Liability; Safety Events; Recall. Pharmaceutical and biotechnology companies that the Clients invest in may be subject to product liability claims, adverse event reporting obligations, safety-related investigations, warning letters, market withdrawals, label changes or recalls. Such events may arise during clinical development or after commercialization, may result in substantial costs or liabilities, and may materially impair the reputation, regulatory status, financial condition or prospects of such portfolio companies.
Collaboration, Licensing and Milestone Dependence. Many pharmaceutical and biotechnology companies that the Clients invest in may rely on in-licensed intellectual property, academic institutions, contract research organizations, contract manufacturing organizations, commercial partners or strategic collaborators. Such companies may have limited control over the actions of such parties, may be dependent on milestone payments or shared development obligations, and may be adversely affected by a collaborator’s failure to perform, strategic reprioritization, termination of a license or collaboration, insolvency, dispute or other breakdown in the relationship. Risks of Derivatives. Affinity trades derivatives on behalf of certain Clients. The risks posed by derivatives include (1) credit risks (the exposure to the possibility of loss resulting from a counterparty’s failure to meet its financial obligations); (2) market risks (adverse movements in the price of a financial asset or commodity); (3) legal risks (an action by a court or by a regulatory or legislative body that could invalidate a financial contract); (4) operations risks (inadequate controls, deficient procedures, human error, system failure or fraud); (5) documentation risks (exposure to losses resulting from inadequate documentation); (6) liquidity risks (exposure to losses created by the inability to prematurely terminate a derivative); (7) system risks (the risk that financial difficulties in one institution or a major market disruption will cause uncontrollable financial harm to the financial system); (8) concentration risks (exposure to losses from concentration of closely-related risks such as exposure to a particular industry or exposure linked to a particular entity); and (9) settlement risks (the risk that the Clients face when it has performed its obligations under a contract but has not yet received value from its counterparty). Options. Certain Clients engages from time to time in various types of options transactions. An option gives the purchaser the right, but not the obligation, upon exercise of the option, either (i) to buy or sell a specific amount of the underlying security at a specific price (the “strike” price or “exercise” price), or (ii) in the case of a stock index option, to receive a specified cash settlement. To purchase an option, the purchaser must pay a “premium,” which consists of a single, nonrefundable payment. Unless the price of the securities underlying the option changes and it becomes profitable to exercise or offset the option before it expires, the Clients may lose the entire amount of the premium. The purchaser of an option runs the risk of losing the entire investment. Thus, the Clients may incur significant losses in a relatively short period of time. The ability to trade in or exercise options also may be restricted in the event that trading in the underlying securities interest becomes restricted. Options trading may also be illiquid in the event that Client assets are invested in contracts with extended expirations. The Clients may purchase and write put and call options on specific securities, on stock indexes or on other financial instruments and, to close out its positions in options, may make a closing purchase transaction or closing sale transaction. In theory, the exposure to loss is potentially unlimited in the case of an uncovered call writer (i.e., a call writer who does not have and maintain during the term of the call an equivalent long position in the stock or other security underlying the call), but in practice the loss is limited by the term of existence of the call. The risk for a writer of an uncovered put option (i.e., a put option written by a writer that does not have and maintain an offsetting short position in the underlying stock or other security) is that the price of the underlying security may fall below the exercise price.
Hedging Transactions. Certain Clients may utilize a variety of financial instruments such as derivatives, options, swaps, and forward contracts, both for investment purposes and for risk management purposes. Hedging also involves special risks including the possible default by the other party to the transaction, illiquidity and, to the extent Affinity’s assessment of certain market movements is incorrect, the risk that the use of hedging could result in losses greater than if hedging had not been used. Such Clients are subject to the risk of the failure or default of any counterparty to the Clients’ transactions. If there is a failure or default by the counterparty to such a transaction, the Clients will have contractual remedies pursuant to the agreements related to the transaction (which may or may not be meaningful depending on the financial position of the defaulting counterparty). The Clients may seek to minimize counterparty risk through the selection of financial institutions and types of transactions employed. However, the Clients’ operational mechanisms may involve counterparty and other risk elements that may create unforeseen exposures. Further, the Firm has made increasing use of equity swaps for investment purposes on behalf of certain Clients. These transactions are entered into in an attempt to obtain a particular return when it is considered desirable to do so, possibly at a lower cost than if a Client had invested directly in the securities. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than a year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount.” Certain swap agreements into which the Clients enter may require the calculation of the obligations of the parties to the agreements on a “net basis.” Consequently, the Clients’ current obligations (or rights) under such swap agreements generally will be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). The risk of loss with respect to equity swaps consists of the net amount of the payments that the Clients are contractually obligated to make. If the other party to an equity swap defaults, a Client’s risk of loss consists of the net amount of the payments that such Client contractually is entitled to receive. Forward Trading. The investment program of certain Clients may include forward contracts. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade, and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market due to unusually high trading volume, political intervention or other factors. The imposition of controls by governmental authorities might also limit such forward (and futures) trading to less than that which Affinity would otherwise recommend, to the possible detriment of the Clients. In respect of such trading,
the Clients would be subject to the risk of counterparty failure or the inability or refusal by a counterparty to perform with respect to such contracts. Market illiquidity or disruption could result in substantial losses to the Clients. Short Selling. Certain Clients sell short securities of an issuer in the expectation of covering the short sale with securities purchased in the open market at a price lower than that received in the short sale. Affinity may adjust such Clients’ net exposure as it determines to be appropriate in light of market condition. Affinity may apply short positions to seek to take advantage deteriorating fundamentals at the individual security level but may also apply short positions as a hedging technique where the shorts are paired with more fundamentally attractive, historically correlated, long positions. Affinity reserves the right to periodically hedge each Client’s long portfolio through short selling sector, industry, and market ETFs, or through the use of several smaller “basket” positions that, in aggregate, Affinity believes, would theoretically hedge individual long positions or long industry or sector exposure. Affinity will generally select both long and short positions in order to seek to minimize general trends affecting the broader equity markets. If the price of the issuer’s securities declines, the Clients may then cover the short position with securities purchased in the market. The profit realized on a short sale will be the difference between the price received in the sale and the cost of the securities purchased to cover the sale. The possible losses from selling short a security differ from losses that could be incurred from a cash investment in the security; the former may be unlimited, whereas the latter can only equal the total amount of the cash investment. Short selling activities are also subject to restrictions imposed by the federal securities laws and the various national and regional securities exchanges, which restrictions could limit the Clients’ investment activities. There can be no assurance that securities necessary to cover a short position will be available for purchase. Leverage. Certain Clients use some leverage in its investment program when deemed appropriate by Affinity and subject to applicable regulations. At times, the amount of such leverage may be substantial. Such Clients are not subject to any limitations on borrowing or other forms of leverage. Indirect forms of leverage include leverage via short sales or derivative instruments such as options techniques, which have embedded leverage features. Affinity may also leverage certain Clients’ assets by entering into reverse repurchase agreements whereby it effectively borrows funds on a secured basis by “selling” interests in investments to a financial institution for cash and agreeing to “repurchase” such investments at a specified future date for the sales price paid plus interest at a negotiated rate. Leverage creates an opportunity for greater yield and total return, but at the same time increases exposure to capital risk and higher current expenses. If loans to the Clients are collateralized with portfolio securities that decrease in value, the Clients may be obligated to provide additional collateral to the lender in the form of cash or securities to avoid liquidation of the pledged securities. Any such liquidation could result in substantial losses. Moreover, counterparties of the Clients, in their sole discretion, may change the leverage limits that they extend to the Clients. Illiquidity of Investments. It may not always be possible for the Clients to execute a buy or sell order on exchanges at the desired price or to liquidate an open position due to market conditions, including the operation of daily price fluctuation limits. Realization of value from such
investments may be difficult in the short-term or may have to be made at a substantial discount compared to other freely tradable investments. If trading on an exchange is suspended or restricted, the Clients may not be able to execute trades or close out positions on terms that Affinity believes are desirable. Moreover, to the extent any portion of an Investor’s investment in the Clients has been side pocketed (assuming such Investor has not exercised its side pocket opt out right), such Investor that withdraws from the Client will not receive its share of assets attributable to such side pocketed investment until Affinity, in its sole discretion, determines that such investment no longer constitutes a side pocketed investment, liquidates such investment in whole or in part (to the extent liquidated) or determines to make an in-kind distribution of the same to the withdrawing Investor. Furthermore, it is possible that certain circumstances (including, without limitation, market turmoil, restrictions on the resale of an issuer’s securities (i.e., in the context of a PIPE offering or lockups on securities of private companies acquired directly or indirectly by the Clients) and/or issues affecting one or more of the Clients’ counterparties) could affect the liquidity of the Clients’ investments. For example, securities acquired in PIPEs generally are not registered with the SEC until after a certain period of time from the date the private sale is completed, which may be months and perhaps longer or indefinitely. Until the public registration process is completed, securities acquired in PIPEs are restricted and, like investments in other types of restricted securities, are illiquid. Any number of factors may prevent or delay a proposed registration. There is no guarantee, however, that an active trading market for such securities will exist at the time of disposition, and the lack of such a market could hurt the market value of a Client’s investments in PIPEs. Even if the securities acquired in PIPEs become registered, or a Client is able to sell the securities through an exempt transaction, such Client may not be able to sell all the securities it holds on short notice and the sale could impact the market price of the PIPE securities. Such investments of the Master Fund may become side pocketed investments as described in the applicable Offering Documents. Because of the absence of any trading market, or limited trading, for illiquid investments, Affinity may take longer to liquidate these positions than would be the case for publicly traded securities. Accordingly, the Clients’ ability to respond to market movements may be impaired and the Clients may experience adverse price movements upon liquidation of its investments. Although these securities may sometimes be resold in privately negotiated transactions, the prices realized on these sales could be less than those originally paid by the Clients. Additionally, accurately valuing and realizing such investments or closing out positions in such investments at appropriate prices may not always be possible. Finally, if a substantial number of Investors were to withdraw from the Clients and the Clients did not have a sufficient number of liquid securities, Affinity and its affiliates have the right to suspend or limit withdrawals or to meet such withdrawals through distributions of assets in kind (including any side pocketed investment). Purchasing Initial Public Offerings. The Clients may purchase securities of companies in initial public offerings or shortly after those offerings are complete. Special risks associated with these securities may include a limited number of shares available for trading, lack of a trading history, lack of investor knowledge of the issuer, and limited operating history. These factors may contribute to substantial price volatility for the shares of these companies. The limited number of shares available for trading in some initial public offerings may make it more difficult for the Clients to buy or sell
significant amounts of shares without an unfavorable effect on prevailing market prices. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or near-term prospects of achieving revenues or operating income. Investment Concentration. The Clients’ assets may be invested in the securities of a limited number of issuers. In fact, Affinity’s approach will emphasize securities of companies in the healthcare industry and may at times emphasize particular sectors or sub-sectors of that industry. To the extent the Clients’ investments are concentrated in a single issuer, industry (or sector thereof) and/or geographic region, the Clients will be susceptible to a greater degree of risk affecting investments in that issuer, industry and/or region than would otherwise be the case. Such concentration of investments will increase the volatility of the value of the Clients’ portfolio investments. In addition, the value of the Clients’ investment positions may be subject to decreases as a result of general economic conditions and/or the adverse effect upon the healthcare-related companies of which the Clients owns stock. Furthermore, new legislation or changes in governmental regulations could adversely affect the Clients’ ability to engage in certain of its anticipated investment strategies. The Markets in Which the Clients Invests are Highly Competitive. The securities industry in general is extremely competitive, and the competition is particularly acute in the case of the healthcare industry markets in which the Clients invest and trade. In pursuing its investment and trading methods and strategies on behalf of the Clients, Affinity will compete with securities firms, including many of the larger investment advisory and private investment firms, as well as institutional investors and, in certain circumstances, market-makers, banks and brokers. In relative terms, the Clients has little capital and may have difficulty in competing in markets in which its competitors have substantially greater financial resources, larger research staffs, and more securities professionals than the Clients has or expects to have in the future. In any given transaction, investment and trading activity by other firms will tend to narrow the spread between the price at which a security may be purchased by the Clients and the price it expects to receive upon consummation of the transaction. Distressed Securities. The Clients may take long or short positions (with respect to the Master Fund) in securities sponsored by entities experiencing financial difficulties, which may involve a substantial degree of risk. The Clients may lose a substantial portion or all of its investment in such securities or may be required to accept cash or securities with a value less than the Clients’ investment. It may be difficult to obtain information as to the true financial condition of entities experiencing significant financial or business difficulties. Investments related to distressed entities also may be adversely affected by state and federal laws relating to fraudulent conveyances; voidable preferences, lender liability and the bankruptcy courts’ discretionary power to disallow certain claims including those held by the Clients. The market prices of instruments related to distressed entities may be subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and ask prices of such instruments may be greater than normally expected. It may take a number of years for the market prices of such securities to reflect their intrinsic values. Some of such securities in the Clients’ portfolio may not be widely traded,
and the Clients’ positions in such securities may be substantial in relation to the market for such securities. Funding a plan of reorganization involves additional risks, including risks associated with equity ownership in the reorganized entity. Investments in distressed securities made in connection with an attempt to influence a restructuring proposal or plan of reorganization in a bankruptcy case may involve substantial litigation. No Assurance of Achieving Investment Strategy. The investment objective and investment strategy of the Clients have been established based on existing market conditions and available investment opportunities. Market conditions and available investment opportunities may change significantly during the term of the Clients. There can be no assurance that the Clients will achieve their investment objective or that there will be any return on invested capital. The success of the Clients’ investment strategies will depend on the availability of suitable investment opportunities and the ability of the investment team to identify, effect, manage and exit such opportunities. Because the Clients expects to focus primarily on healthcare companies, and more specifically pharmaceutical and biotechnology companies, the universe of suitable opportunities may be narrower than for a more diversified private investment vehicle, which may increase concentration risk and make the Clients more sensitive to adverse developments in the healthcare, life sciences, pharmaceutical, biotechnology, capital markets and regulatory environments. Expedited Transactions. Investment analyses and decisions by the Firm and its affiliates may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Firm and its affiliates at the time an investment decision is made may be limited, and the Firm and its affiliates may not have access to detailed information regarding the relevant portfolio company investment. Therefore, no assurance can be given that the Firm and its affiliates will have knowledge of all circumstances that may adversely affect a Client’s investment. In addition, although the Firm and its affiliates are not required to do so, it may rely upon independent consultants in connection with its evaluation of prospective portfolio company investments. Insolvency Risk and Bankruptcy Considerations. The insolvency of any one or more of the companies that the Clients invest in could have a material and adverse effect on the Clients and their operations and ability to achieve its investment objectives. Under certain circumstances, payments to the Clients in respect of certain of their portfolio company investments operating in workout mode or under applicable bankruptcy or corporate insolvency laws, and distributions by the Clients to investors may be challenged or reclaimed by a trustee in bankruptcy (or similar officer) if any such payment or distribution is later determined to have been, for example, a transaction to delay or hinder creditors or a preference under applicable bankruptcy or corporate insolvency laws. Numerous other risks also arise in workout and bankruptcy contexts. Investment in Subordinated and Unsecured Securities. The securities in which certain Clients invest may be unsecured or subordinate, and, as a result, there may be no collateral to protect an investment once made. Non-Controlling Investment. Generally, the Clients expect to hold a non-controlling interest in the companies that the Clients invest in and, therefore, may have a limited ability to protect its position in such companies, although in some cases, it is expected that appropriate shareholder
rights may be sought to protect the Clients’ interests. However, there is no guarantee that any such shareholder rights will actually be obtained in relation to any particular investment made by the Clients. Liability for Management of Portfolio Company. In certain limited circumstances, Affinity, its members or affiliates, may be able to participate in the management of a company in which the Clients invest in. However, participation in the management, whether as a director, officer or otherwise, can produce greater exposure to such company liability. Membership on the board of directors or participation as an officer of a company that the Clients invest in can result in being named as a defendant in litigation. Any insurance carried by such company to protect directors and officers from such liability may be inadequate. In such cases, the Clients may need to rely on its own insurance coverage to protect itself against such liabilities; and there can be no assurance that the Clients’ insurance policies will be in amounts adequate to cover all such risks and/or liabilities. Should an uninsured loss or a loss in excess of insured limits occur, the Clients could lose its capital invested in the relevant company and/or other Client assets. Accordingly, an uninsured loss or a loss in excess of insured limits could adversely affect the Clients. Competitive Market for Investment. The business of identifying and structuring transactions of the nature contemplated by the Clients is highly competitive. The Clients will be competing for investments with other private equity investment vehicles and other companies, including institutional investors. There can be no assurance that the Clients will be able to locate suitable investment opportunities, acquire them for an appropriate level of consideration, achieve a superior rate of return or fully invest its committed capital. Competition may be particularly intense for attractive biotechnology and pharmaceutical opportunities, especially where companies possess promising clinical data, differentiated intellectual property, scarce management teams or strategic value to larger pharmaceutical acquirers. Restricted Nature of Investment Positions. It is anticipated that all or a substantial portion of certain Client investments will consist of securities that are subject to restrictions on sale by the Client because they are not registered under the Securities Act or other applicable securities laws and may be subject to contractual restrictions and conditions on transfer. Generally, the such Clients will not be able to sell such securities under the Securities Act, or will be able to sell the securities under Rule 144 or other rules under the Securities Act which permit only limited sales under specified conditions. Certain investments may be distributed in kind to Investors. In addition, practical limitations may inhibit a Client’s ability to liquidate certain of its investments in such portfolio companies since the issuer will be privately held and the Client may own a relatively large percentage of the issuer’s equity securities. Sales may also be limited by market conditions, which may be unfavorable for the sale of securities of particular issuers or issuers in particular industries. The above limitations on liquidity of the Client’s investments could prevent a successful sale thereof, result in the delay of any sale, or reduce the amount of proceeds that might be realized from such sale. Potential Illiquidity of Securities Distributable In-Kind. Investments may be distributed in kind to the Investors of the clients under certain circumstances. Generally, in-kind distributions are expected to be salable by the receiving Investor. However, circumstances may arise after distribution which defer or prohibit the sale by an Investor of distributed securities. No assurances
can be made that the receiving Investor will achieve gains or will not suffer losses by reason of choosing or being required to hold securities distributed to it by the Client. Unpredictability of Distributions. With respect to the investments made by the Strategic Opportunities Fund and “side pocket” investments made by the Master Fund, the return of capital and realization of gains, if any, on investments will generally occur only upon the disposition of such investments, which may not occur for several years after the such Clients’ acquisition of an interest in such companies. None of the Master Fund General Partner, the Strategic Opportunities Fund General Partner, Affinity or the applicable Client has or is likely to have in the future any influence over the timing of the distribution or disposition of portfolio company securities. Such distributions are likely to be unpredictable and may occur earlier than or later than anticipated by the Master Fund General Partner, the Strategic Opportunities Fund General Partner, and Affinity. As a result, Investors should not expect significant returns for a period of several years after their investment is made. Actual Valuations May Vary Significantly from Projections. The Clients may rely upon projections, forecasts or estimates relating to investment decisions in a company that the Clients invest in. Projections, forecasts and estimates are forward looking statements and are based upon certain assumptions. Actual events are difficult to predict and beyond the Clients’ control and may differ significantly from those assumed. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results will not be materially lower than estimated. Projected operating results of a company in which the Clients invest normally will be based primarily on financial projections prepared by each such company’s management and subject to numerous factors outside the control of the Clients. Also, general economic factors, which are not predictable, can have a material impact on the reliability of projections. PIPE and Public Market Risks. The Clients expect to invest in private investments in public equity (“PIPEs”) and other positions involving public companies or marketable securities. Such investments may be subject to heightened market volatility, liquidity constraints, resale limitations, issuer disclosure issues, insider trading and market abuse compliance considerations, trading window restrictions, dilution risk, financing overhang, short selling pressure and rapid changes in valuation based on public market conditions rather than underlying business fundamentals. In addition, the Clients may be unable to exit PIPE positions on favorable terms or within anticipated timeframes. General Risk and Client Specific Risks Business and Regulatory Risks of Hedge Funds. Legal, tax and regulatory developments that may adversely affect the Clients could occur during the term of the Clients. Securities and futures markets are subject to comprehensive statutes, regulations and margin requirements enforced by the SEC, other regulators and self-regulatory organizations and exchanges authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The legal, tax and regulatory environment worldwide for private investment funds (such as the Clients) and their managers is evolving, and changes in the regulation of private investment funds, their managers, and their trading and
investing activities may have a material adverse effect on the ability of the Clients to pursue its investment program and the value of investments held by the Clients. There has been an increase in governmental, as well as self-regulatory, scrutiny of the alternative investment industry in general. It is impossible to predict what, if any, changes in regulations may occur, but any regulations which restrict the ability of the Clients to trade in securities or the ability of the Clients to employ, or brokers and other counterparties to extend, credit in its trading (as well as other regulatory changes that result) could have a material adverse impact on the Clients’ portfolio). The Clients and Affinity may also be subject to regulation in jurisdictions in which the Clients and Affinity engage in business. Investors should understand that the Clients’ business is dynamic and is expected to change over time. Therefore, the Clients may be subject to new or additional regulatory constraints in the future. Further, the Affinity and its affiliates may, in their sole discretion, cause the Clients to be subject to certain laws and regulations if it believes that an investment or business activity is in the Clients’ interest, even if such laws and regulations may have a detrimental effect on one or more Investors. Such regulations may have a significant impact on the Investors or the operations of the Clients, including, without limitation, restricting the types of investments the Clients may make, preventing the Clients from exercising its voting rights with regard to certain securities, requiring the Clients to disclose the identity of its Investors or otherwise. Prospective Investors are encouraged to consult their own advisors regarding an investment in the Clients. Dependence on Key Personnel. The operation of Affinity, the Master Fund General Partner, the Strategic Opportunities Fund General Partner, and the Clients generally will be highly dependent upon the continuing services of its principal investment personnel, and the departure of one or more such key personnel may materially and adversely affect the performance of the Clients. Broad Discretionary Power to Choose Investments and Strategies. Affinity has broad discretionary power to decide what investments the Clients will make and what strategies it will use. While Affinity currently intends to use the strategies and techniques described herein, it is not obligated to do so, and it may choose any other strategies and techniques that it believes are advisable consistent with the Clients’ investment objective. Trading Limitations. For all securities listed on a securities exchange, including options listed on a public exchange, the exchange generally has the right to suspend or limit trading under certain circumstances. Such suspensions or limits could render certain strategies difficult to complete or continue and subject the Clients to loss. Also, such a suspension could render it impossible for Affinity to liquidate positions and thereby expose the Clients to potential losses. No Minimum Capitalization. At low asset levels, the Clients may be unable to make its investments as fully as would otherwise be desirable or to take advantage of potential economies of scale, including the ability to obtain the most timely and valuable research and trading information from securities brokers. It is possible that even if the Clients operate for a period with substantial capital, Investor withdrawals could diminish the Clients’ assets to a level that does not permit the most efficient and effective implementation of the Clients’ investment program.
Accuracy of Public Information. Affinity selects investments for the Clients, in part, on the basis of information and data filed by issuers with various government regulators or made directly available to Affinity by the issuers or through sources other than the issuers. Although Affinity evaluates all such information and data and, when Affinity considers it is appropriate and when it is reasonably available, seeks independent corroboration, Affinity is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information is not available. Investments may not perform as expected if information is inaccurate. Cybersecurity Risk. As part of their business, Affinity and its affiliates, store, and transmit electronic information, including information relating to the transactions of the Clients and personally identifiable information of the Investors. Similarly, service providers of the Affinity, its affiliates and the Clients, especially the administrator, may process, store and transmit such information. While Affinity and its affiliates have or will develop procedures and systems that they believe are reasonably designed to protect such information and prevent data loss and security breaches, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to Affinity and its affiliates may be susceptible to compromise, leading to a breach of Affinity’s network. Affinity’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. If provided by Affinity to the Investors, on-line services may also be susceptible to compromise. Breach of Affinity’s information systems may cause information relating to the transactions of the Clients and personally identifiable information of the Investors to be lost or improperly accessed, used or disclosed. The service providers of the Clients are subject to the same electronic information security threats as outlined above. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Clients and personally identifiable information of the Investors may be lost or improperly accessed, used or disclosed. The loss or improper access, use, or disclosure of Affinity’s or the Clients’ proprietary information may cause them to suffer, among other things, financial loss, the disruption of their business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Clients’ and the Investors’ investments therein. Side Pockets, Liquidating Trusts and Special Purpose Vehicles. Affinity and its affiliates may determine to create a “side pocket” within the Master Fund at its absolute discretion and such “side pocket” shall be capable of being constituted as a separate division of investment of the Master Fund, to which the Affinity and its affiliates may determine to allocate or attribute particular investments or assets, including but not limited to investments or assets which are illiquid, difficult to value, subject to lock up or non-withdrawal provisions, subject to special circumstances in the opinion of Affinity and its affiliates, or such assets and investments which it may be prudent,
necessary or desirable in the opinion of Affinity and its affiliates to segregate from other assets or investments of the Master Fund. Affinity and its affiliates may also establish a liquidating trust, special purpose vehicle, or similar mechanism, for the purpose of holding any illiquid investments. Affinity and its affiliates may determine to apply and/or impose particular investment restrictions with respect to assets that have been side pocketed, placed in a liquidating trust, special purpose vehicle or similar mechanism. Investments which have been placed in a side pocket, liquidating trust, special purpose vehicle or similar mechanism may not be withdrawn until such time as Affinity and its affiliates determine that such investments are no longer illiquid, which may be a considerable period of time and depend on factors outside Affinity and its affiliates control. In addition, eligible Master Fund and Feeder Fund Investors that have not exercised their side pocket opt out right (as set forth in the appropriate Offering Document) will hold a larger percentage of the Master Fund’s illiquid portfolio than they otherwise would have absent the granting of such right to all Investors. This may result in a high concentration of illiquid investments for non-withdrawing Investors and difficulty for Affinity to settle withdrawal requests. Further, the Master Fund’s liquid assets may be depleted by withdrawals, margin calls, and expenses after the opted-out Investors have fully withdrawn their interests in the Funds. In such an event, Affinity is more likely to impose suspensions and other liquidity preservation techniques thereby reducing the general ability of Investors to withdraw from the Master Fund and the Feeder Fund. Institutional Risk and Custodial Risks. The institutions, including brokerage firms and banks, with which the Clients (directly or indirectly) does business, or to which securities have been entrusted for custodial and prime brokerage purposes, may encounter financial difficulties that impair the operational capabilities or the capital position of the Clients. Brokers may trade with an exchange as a principal on behalf of the Clients, in a “debtor-creditor” relationship, unlike other clearing broker relationships where the broker is merely a facilitator of the transaction. Such broker could, therefore, have title to all of the assets of the Clients (for example, the transactions which the broker has entered into on behalf of the Clients as principal as well as the margin payments which the Clients provides). In the event of such broker’s insolvency, the transactions which the broker has entered into as principal could default and the Clients’ assets could become part of the insolvent broker’s estate, to the detriment of the Clients. In this regard, Client assets may be held in “street name” such that a default by the broker may cause Client’s rights to be limited to that of an unsecured creditor. Borrowing. The Clients are permitted to borrow for purposes of providing liquidity to fund withdrawals by Investors, for operations purposes (such as the payment of fees, expenses and other short-term Client obligations) and/or for investment purposes, subject to regulatory requirements. In the event of a sudden, precipitous drop in value of the Clients’ assets occasioned by a sudden market decline, the Clients might not be able to liquidate assets quickly enough to meet its borrowing obligations. The Clients’ borrowing capacity is limited by its voluntary restrictions (as set forth herein), and by the limitations imposed by lenders and any applicable credit regulations. Force Majeure Events. General economic and business conditions may affect the Clients’ activities. Interest rates, the prices of securities and participation by other investors in the financial
markets may affect the value of securities purchased by the Clients. Unexpected volatility or liquidity in the markets in which the Clients directly or indirectly hold positions could impair the Clients’ ability to carry out its business and could cause it to incur losses. In addition, the Clients’ activities, and the companies in which it invests, may be negatively affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, fire, flood, earthquakes, hurricanes, outbreaks of an infectious disease, pandemic or any other serious public health concern (e.g., the global Coronavirus (or Covid-19)), war, terrorism, labor strikes, infrastructure breakdowns, failure of technology, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a counterparty to a Client to perform its obligations until it is able to remedy the force majeure event, adversely impact the cash flows of companies in which the Client invests, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the imposition of travel restrictions may impact the ability of Affinity’s personnel to travel in connection with potential or existing investments of the Clients or to Affinity’s offices, which could negatively impact the ability of Affinity to effectively identify, monitor, operate and dispose of investments in the Clients’ portfolio. Force majeure events that are incapable of or are too costly to cure may have a permanent adverse effect on the value of the Clients’ investments and overall returns. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and business activity generally, with corresponding negative impacts on the industries in which the Clients’ investment strategy concentrates. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more companies or its assets in the Clients’ portfolio, could result in a loss to the Clients. Any of the foregoing may therefore adversely affect the performance of the Clients and their investments. Reliance on Third Parties. The Clients may make investments through partnerships, joint ventures or other entities. Such investments may involve risks not present in investments where a third party is not involved, including, for example, the possibility that a co-investor or partner of Clients may become bankrupt, or may at any time have economic or business interests or goals which are inconsistent with those of the Clients, or that such co-investors or partners may be in a position to take action contrary to the Clients’ objectives. In addition, the Clients may be liable in certain circumstances for actions of its co-investors or partners.
Item 9. Disciplinary information
Disciplinary Information There are no legal or disciplinary events that are material to a Client or prospective investor in a Client’s evaluation of Affinity’s advisory business or the integrity of Affinity’s management.
Item 10. Other financial industry activities and affiliations
Broker-Dealer Registration
Affinity and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B.
Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor Registration
Affinity and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. The Master Fund General Partner, with respect to the Master Fund, and Affinity, with respect to the Feeder Fund, have claimed an exemption from registration with the CFTC as commodity pool operators pursuant to CFTC Rule 4.13(a)(3). C.
Material Relationships and Conflicts of Interests with Industry Participants
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Multiple Client Accounts As mentioned throughout this Brochure, Affinity and its affiliates have sponsored and manage a number of private fund clients. The Master Fund General Partner, an affiliate of Affinity, serves as the general partner of the Master Fund. The Strategic Opportunities Fund General Partner, an affiliate of Affinity, serves as the general partner of the Strategic Opportunities Fund. Notwithstanding the foregoing, Affinity and its affiliates may sponsor or manage other pools or accounts in addition to the Clients and may have financial or other incentives to favor such pools or accounts over the existing private fund clients. These other pools or accounts may have investment objectives, programs, strategies, and positions that are similar to, overlap with, are different from or may conflict with those of other Clients. Such conflicts could affect the prices and availability of securities in which a Client invest and the time and resources Affinity personnel allocate between and among Clients. Affiliation with the Relying Adviser Affinity Private Strategies LP, a relying adviser, is an investment manager and provides investment advisory services to the Strategic Opportunities Fund. As compensation for these services, the Strategic Opportunities Fund pays Affinity Private Strategies LP a management fee. An affiliate of Affinity serves as the general partner of Affinity Private Strategies LP.
How Affinity Addresses Potential Conflicts of Interest To address potential conflicts of interests in its material relationships, Affinity has adopted certain policies and procedures, including a Code of Ethics. Affinity has implemented these policies such that they do not pose a material risk to Affinity and its Clients. For a more detailed discussion of the Code of Ethics, please see Item 11 below, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”. D.
Material Conflicts of Interest Relating to Other Investment Advisers
Affinity does not recommend or select other investment advisers for our Clients.
Item 11. Code of ethics, participation in client transactions and personal trading
Code of Ethics
Affinity has adopted a Code (the “Code”) designed to reinforce and enhance the Firm’s ethical way of doing business. The Code is based on the principle that Affinity and its employees have a fiduciary duty to its Clients, and must in this fiduciary capacity, place the interest of the Clients before its own. The Code is designed to address and avoid conflicts of interests and is applicable to all employees. The Code contains detailed rules concerning, among other issues, conflicts of interest, procedures with respect to personal securities transactions, gifts and entertainment, and outside business activities.
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Furthermore, the Code provides for a range of sanctions, as deemed appropriate, including censure, fine, reversal of transactions and disgorgement of profits, suspension, or termination of employment. A copy of Affinity’s Code is available upon request by contacting the Chief Compliance Officer by email at compliance@affinityadv.com. B.
Participation or Interest in Client Transactions
Certain Affinity principals and affiliates, directly or indirectly, have investments in the Funds. As a result, such principals and affiliates have an indirect economic interest in the investments of the Funds. Such principals and affiliates may be in possession of information relating to the Funds that is not available to other existing and prospective Fund Investors. While the Managing Partner and certain principals and affiliates, directly or indirectly though the Master Fund General Partner, are required to invest a certain % of the aggregate capital contributions of the Master Fund’s Investors subject to a maximum aggregate dollar cap (the “Minimum GP Contribution”), the Managing Partner and such principals and affiliates are not required to maintain, in the aggregate, investment amounts in the Funds in excess of the Minimum GP Contribution. It is expected that the size and nature of the Managing Partner and such principals and affiliates investments will change over time and without notice to Fund Investors. Affinity does not generally purchase or sell any securities for its own account and does not otherwise engage in any principal transactions, except as set forth below. However, on occasion, subject to a Client’s applicable investment guidelines and restrictions, Affinity may engage in transactions in which it causes one Client to purchase securities or other instruments from, or sell securities or other instruments to, another Client (“cross-trades”) for purposes of portfolio rebalancing or for other necessary commercial purposes as may arise from time to time. Crosstrades will, to the best of Affinity’s ability, reflect the market value of the security or other instrument being purchased or sold. Affinity and/or its affiliates, as applicable, will always seek best execution for such trades. Neither Affinity nor its affiliates will take any brokerage commissions or otherwise be compensated for effecting such cross-trades. Prior to effecting any cross-trade, Affinity will make a good faith determination that the transaction is in the best interests of the Partnership. To the extent that any such cross-trades may be viewed as a principal transaction
due to the ownership interest in the client by Affinity or its personnel, Affinity will comply with all applicable requirements of the Investment Advisers Act of 1940, as amended (the "Advisers Act"). C.
Personal Trading
Affinity’s Code places restrictions on personal securities transactions by its employees and any of their respective spouses, domestic partners, children or immediate family members living in the same household of such employees (each a “Covered Persons”). In an effort to ensure that personal securities transactions will not interfere with making decisions in the best interests of Clients, Covered Persons are prohibited from trading in (i) any single name equity or debt securities (including options or other derivatives on such securities) issued by a company in the healthcare or biotechnology sectors, including any position held by the Clients and (ii) any healthcare or biotechnology sector index securities, such as exchange traded funds or closed-end funds. On occasion, and subject to written pre-clearance from the Chief Compliance Officer or his designee, Covered Persons may be permitted to sell positions in the foregoing sectors if acquired prior to joining Affinity. Covered Persons must also disclose all personal accounts and holdings initially upon commencement of employment, and annually thereafter. In addition, Covered Persons are required to provide quarterly reports regarding transactions in Reportable Securities and newly opened personal accounts thereafter. The Clients may purchase or sell investments in which certain Affinity employees have a material financial interest. D.
Conflicts of Interest Created by Contemporaneous Trading
To the extent applicable, Affinity, under normal conditions, will seek to ensure that investment opportunities will be allocated in a fair and equitable manner as measured over time, taking into account a Client’s investment objectives, a Client’s available investment capacity to participate in such opportunities, and a Client’s investment restrictions and guidelines.
Item 12. Brokerage practices
Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions
Affinity has complete discretion in deciding which brokers or dealers, including prime brokers, (“Brokers”) are to be used for a particular transaction and the compensation for those transactions. Subject to Affinity’s obligation to seek best execution of Client securities transactions, in selecting Brokers to execute transactions, Affinity considers the full range and quality of a Broker’s services (both qualitative and quantitative factors) including, but are not limited to:
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Ability of the Broker to effect prompt and efficient execution of transactions; Financial stability and reputation of the Broker; The Broker’s facilities; Reliability and financial responsibility of the Broker; Quality of the research and trading services provided by the Broker; and Competitiveness of commission rates in comparison with other Brokers satisfying Affinity’s other selection criteria.
The prices and commission rates charged to Clients by Brokers may be higher than those charged by other brokers-dealers that may not offer such services and Affinity may not solicit competitive bids. Affinity maintains a Brokerage Committee that periodically reviews the quality of its executions and various trading matters. 1. Research and Other Soft Dollar Arrangements Affinity uses “soft dollars” to obtain brokerage and research services within the meaning of Section 28(e) of the Exchange Act (“Section 28(e)”), which allows investment managers, such as Affinity, to use client funds, by way of commission dollars, to purchase certain “brokerage and research services.” Any soft dollar transactions are expected to fall within the safe harbor provided by Section 28(e). The services furnished by a Broker pursuant to soft dollar transactions for one Client are expected to benefit Affinity and its affiliates in rendering investment management services to other Clients. Research products or services within the scope of Section 28(e) typically include traditional research reports analyzing the performance of a particular company or stock, certain financial newsletters and trade journals, quantitative analytical software and software that provides analyses of securities portfolios, seminars, conferences and other services that reflect substantive content (i.e., the expression of reasoning or knowledge relating to the subject matter of Section 28(e)) and provide lawful and appropriate assistance to Affinity in the performance of its investment decision-making responsibilities on behalf of the Clients). Brokerage services generally include activities related to executing securities transactions.
In some instances, Affinity may receive a product or service that may be used only partially for functions covered by Section 28(e) (i.e., a “mixed-use” item). In such instances, Affinity will make a good faith effort to determine the relative portion of the product or service used to assist Affinity in carrying out its investment decision-making responsibilities with respect to the Clients and the relative portion used for administrative or other purposes not covered by Section 28(e). The portion of the product or service attributable to assisting Affinity in carrying out its investment decisionmaking responsibilities with respect to the Clients, as applicable, will be paid through brokerage commissions generated by transactions on behalf of the Clients, and the portion attributable to administrative or other purposes not covered by Section 28(e) is expected to be paid by Affinity from its own resources, to the extent that such expenses are not Client expenses. Affinity has entered into “commission sharing arrangements” with one or more broker-dealers. Under these arrangements, a portion of the commission is paid to that broker-dealer for execution services and the remainder of the commission is paid to other approved broker-dealers or thirdparty research providers for research services provided by such broker-dealers or vendors. Transactions executed under these commission sharing arrangements generate a higher commission rate than transactions executed with other broker-dealers. When Affinity uses brokerage commissions generated by a Client to obtain research or other products or services, Affinity receives a benefit because it does not have to produce or pay for such products or services. While Affinity is obligated to seek best execution for each Client, the fact that Affinity can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer more favorable to Affinity’s interests, to the exclusion of another broker-dealer that offers business terms which are more favorable to one or more Clients. On a periodic basis, Affinity’s Brokerage Committee will evaluate the transactions executed under these arrangements to ensure that the brokerage and research services received by Affinity are within the safe harbor provided under Section 28(e). 2. Brokerage for Client Referrals Subject to best execution, Affinity may place transactions with a Broker that (i) provides Affinity with the opportunity to participate in capital introduction events sponsored by the Broker or (ii) refers prospective Investors to Affinity. Even though Affinity does not commit to allocate a particular amount of brokerage to a Broker in return for capital introduction services or investor referrals, the use of such services could create a conflict of interest when deciding Brokers to use. 3. Directed Brokerage Affinity does not intend to recommend, request, or require that a Client direct Affinity to execute transactions through a specified broker-dealer.
4. Trade Errors On occasion, errors with respect to trades made on behalf of Affinity’s Clients may occur. Trade errors can result from a variety of situations, including, for example, when the wrong security is purchased or sold, when the correct security is purchased or sold but for the wrong account, and when the wrong quantity is purchased or sold. Trade errors frequently result in losses but may, occasionally, result in gains. Affinity will endeavor to detect and correct trade errors in an expeditious manner. To the extent an error is caused by a third party, such as a broker, Affinity will strive to recover any losses associated with such error from such third party. Affinity will determine whether any trade error has resulted from gross negligence on its part, and, unless it finds that to be the case, any losses generally will be borne by the applicable Client. B.
Aggregating Orders for Client Accounts
To the extent applicable, if Affinity determines that the purchase or sale of a security is appropriate with regard to more than one Client, the Firm may, but is not obligated to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client generally will receive the average price, with transaction costs generally allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by Affinity. In the event of a partial fill, allocations may be modified on a basis that Affinity deems to be appropriate, including, for example, to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by Affinity. As a result, certain trades in the same security for one Client (including a Client in which Affinity and its employees may have a direct or indirect interest) may receive more or less favorable prices or terms than another Client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. Although Affinity believes that aggregating orders usually facilitates best execution and reduces transactional costs, it is possible that the average price received for a bunched order may be worse than the price which a Client could have received had it executed a smaller quantity of shares on its own. There may also be corresponding potential disadvantages when more than one Client simultaneously seeks to dispose of commonly held securities or other investment positions.
Item 13. Review of accounts
Periodic Review of Client Accounts
The Managing Partner has ultimate responsibility for conducting reviews on an ongoing basis that include, but are not limited to, an assessment of profit and loss reports with respect to Client investment positions, the amount of leverage employed in connection with managing Client accounts, and adherence to each Client’s trading parameters and investment strategies. The Managing Partner, with the assistance of the investment team, will evaluate the Clients’ investments based on performance, company fundamentals, news and press releases, analyst reports, general market conditions and other considerations. In addition to ongoing reviews, the Managing Partner generally holds weekly meetings with the investment team to evaluate the Clients’ investments.
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With respect to the Strategic Opportunities Fund, an investment committee (the “Investment Committee”) has been established to approve new and follow-on investments made by the Strategic Opportunities Fund and to administer the portfolio management of the Strategic Opportunities Fund. The Investment Committee is comprised of the Managing Partner and senior members of Affinity’s investment team. B.
Additional Review of Client Accounts
There are a variety of factors that may trigger a review of a particular portfolio or position. These include, without limitation: change in a portfolio company’s fundamentals, general market events, material events affecting a portfolio investment, among others. In addition, a review of a Client account may be triggered by any unusual activity or special circumstance. C.
Contents and Frequency of Account Reports to Clients
Affinity provides monthly and quarterly investment reports to all Fund Investors, as well as annual audited financial statements prepared in accordance with GAAP. Affinity will also distribute a form K-1 with respect to each Investor’s interest in the Fund. In addition, Affinity may provide Fund Investors with performance and other updates on a periodic basis. In addition, the Clients occasionally enter into side letter arrangements with certain Investors that provide such Investors with additional information. This information may provide such Investors with greater insight into the Clients’ activities and possibly affect such Investor’s decision to request a redemption from a Client.
Item 14. Client referrals and other compensation
Economic Benefits for Providing Services to Clients
Affinity does not receive economic benefits from non-Clients for providing investment advice and other advisory services. B.
Compensation to Non-Supervised Persons for Client Referrals
Affinity has engaged Capital Connect, LLC (“Capital Connect”) to make referrals of certain potential investors to the Master Fund and Feeder Fund (each referral that directly results from Capital Connect’s efforts in the consummation of a securities transaction, a “Referred Transaction”) for the possibility of engaging in one or more securities transactions with Affinity.
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In addition to an onboarding fee to cover the upfront onboarding costs relating to the Master Fund and Feeder Fund, Capital Connect shall receive placement fees from Affinity with respect to each Referred Transaction equal to a portion of the Referred Transaction’s interests in the Master Fund Feeder Fund as of the first date of the calendar quarter in which the payment date occurs, subject to certain reductions for redemptions and withdrawals of the Referred Transaction’s interests.
Item 15. Custody
Custody Affinity is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), as Affinity is deemed to have custody of the funds and securities held by the Funds. However, Affinity is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to the Funds because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Client be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund Client distribute its audited financial statements to all Fund Investors within 120 days of the end of its fiscal year.
Item 16. Investment discretion
Investment Discretion Pursuant to investment management agreements between Affinity and the Clients, Affinity has full discretionary authority with respect to investment decisions on behalf of the Clients.
Item 17. Voting client securities
Voting Client Securities Affinity has authority to vote proxies relating to securities held by the Clients. In compliance with Advisers Act Rule 206(4)-6, Affinity has adopted proxy voting policies and procedures. The general policy is to vote proxy proposals, amendments, consents or resolutions in a prudent and diligent manner that will serve the applicable Client's best interests and is in line with each Client's investment objectives. Affinity generally expects to vote proxies in accordance with the recommendations of company management. However, there are many complexities to proxies, and Affinity will vote against a proposal or recommendation of management if it determines that such a vote is in the best interests of each Client. Affinity will process every proxy it receives.
Read the rest of Item 17 (140 more words)
Certain types of matters that are the subject of a proxy vote may require a more detailed analysis than the analysis required for some routine or uncontested matters. Affinity will abstain from voting or affirmatively decide not to vote if it determines, after considering a variety of factors, that abstaining or not voting is in the best interests of the Clients. Conflicts of interest may arise between the interests of the Clients and Affinity or its affiliates. If Affinity determines that it may have, or may be perceived to have, a conflict of interest when voting Proxies, Affinity will vote in accordance with our Proxy voting policies and procedures. Investors may obtain a copy of Affinity's proxy voting policies and procedures and information about how Affinity voted a Client’s proxies by contacting Affinity’s Chief Compliance Officer by email at compliance@affinityadv.com.
Item 18. Financial information
Financial Information Affinity is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.