Ayrton Capital LLC

Ayrton Capital LLC (“Ayrton,” the “Adviser” or the “Management Company”), is an investment advisory firm with its principal place of business in Westport, Connecticut. The Adviser was founded and commenced operations as an investment adviser in September of 2016. Waqas Khatri is the managing member (the “Managing Member”) and owner of the Adviser. The Adviser provides investment advisory services to its clients, which are private pooled investment vehicles. Specifically, as of the date hereof, the Adviser’s Clients are Alto Opportunity Fund, L.P., a Delaware limited partnership (the “U.S. Fund”) and Alto Opportunity Fund, SPC, a Cayman Islands segregated portfolio company (the “Offshore Fund”), each of which is a “feeder” fund which invests all or substantially all of its assets through a common master fund, Alto Opportunity Master Fund, SPC, a Cayman Islands segregated portfolio company (the “Master Fund”), which is also managed by the Adviser (each a “Client” or “Fund,” and collectively, together with any future pooled investment vehicles managed by the Adviser, the “Clients” or the “Funds”). The Adviser generally has broad and flexible investment authority with respect to the Clients’ investment portfolios. It provides investment advisory services to the Clients based on each Client’s specific investment objective and strategy as described in the respective Client’s private placement memorandum, limited partnership agreement, management agreement, and/or subscription agreement (individually and collectively, the “Offering Documents”). The Adviser does not tailor its advisory services to the individual needs of investors in the Funds. As of December 31, 2025, Ayrton has approximately $358,856,360 in regulatory assets under management on a discretionary basis. The Adviser does not participate in wrap fee programs. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Clients are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended, (the “Securities Act”), and other exemptions of similar import under the U.S. state laws and laws of other jurisdictions where an offering may be made. Fund investors based in the United States generally must be both “accredited investors” as defined in Regulation D, and “qualified clients,” as defined in the Investment Advisers Act of 1940, as amended, (the “Advisers Act), or otherwise qualified.

The Adviser charges the Clients a fixed asset-based investment management fee (the “Management Fee”). The Adviser, or Ayrton Capital GP LLC, (the “General Partner”), 1 the affiliate of the Adviser that serves as the general partner of the U.S. Fund and the management company of the Offshore Fund, are also eligible to receive from the Clients an incentive allocation (the “Incentive Allocation”), which is compensation based on a share of realized and unrealized appreciation of the Clients’ net assets. Fund investors are subject to the Management Fee and Incentive Allocation indirectly through their investment in the Funds. The Management Fee is payable quarterly in advance and at an annual rate of 2.35%. The Management Fee will be prorated for any period that is less than a full fiscal quarter, and will be adjusted for subscriptions and withdrawals. Depending on the Client, the Adviser instructs the Client’s custodian to deduct the Management Fee from the Client’s account.

1 The General Partner also acts as the management company of the Offshore Fund and the Master Fund.

The Incentive Allocation charged to certain Clients is 20% of the Clients’ net profits (including any realized and unrealized gains and losses) and is subject to a loss carry-forward provision. The Incentive Allocation, if any, will be reallocated to the Adviser or its affiliate at the end of each fiscal year, or at the time of full or partial withdrawal from a Client, if other than year end. In addition to paying the Management Fee and allocating the Incentive Allocation, the Funds will bear their own expenses and their pro rata share of the Master Fund’s expenses related to the U.S. Fund’s, the Offshore Fund’s and the Master Fund’s operations, respectively, including, without limitation, the following: investment-related expenses (such as brokerage commissions) (see Item 12 for more information on brokerage activity), research expenses (such as Bloomberg, Kynex and other research portals), expenses related to expert networks, travel expenses (including, without limitation, those related to attending research/idea sourcing conferences or meetings with management teams), due diligence or investment research-related endeavors that may have a direct or indirect connection with the investments in or of the Master Fund, costs and expenses associated with monitoring and administration of the Funds’ investments, expenses incurred in connection with transactions not consummated, interest on margin accounts and other indebtedness, borrowing charges on securities sold short, fees in connection with the administration of the Funds (including fees to the Administrator), custodial fees, bank service fees, withholding and transfer fees, taxes, clearing and settlement charges, professional fees relating to investments (including, without limitation, expenses of consultants and experts, legal, accounting, asset valuation, audit and tax advisors), expenses related to the purchase, sale or transmittal of the Master Funds’ investments, costs of providing news, data and quotation services, costs of computer equipment, data feeds, databases and software (including, without limitation, portfolio and risk management systems, accounting systems, profit and loss calculation systems, costs of reporting positions to risk measurement and aggregation reporting services—in each case, except to the extent provided through soft dollars generated by a Master Fund Portfolio), accounting, audit and tax expenses, expenses for tax services, licensing fees, advisory fees and compensation paid to sub-advisors (if any), fees and expenses of the Offshore Fund’s and the Master Fund’s AML Officers (as defined herein) and other anti-money laundering compliance expenses, registered office expenses, fees payable to the Offshore Fund and Master Fund Directors, the Management Fee, organizational expenses and offering and governing document update expenses (to the extent applicable and which may be amortized), legal expenses and costs of legal services (including, without limitation, the costs of legal and regulatory advice by outside counsel and costs related to in-house legal counsel as such internal counsel performs services that would be paid by the Funds if outside counsel provided the same or similar legal or regulatory service), compensation for investment professionals of the Adviser or its affiliates (including salaries and bonuses), costs and expenses of compensatory arrangements for any outside consultants/advisors (i.e., legal or financial) and/or idea-sourcing and transaction sourcing professionals, expenses of preferred service providers specifically requested by investors of a particular Portfolio, compliance consulting expenses (including, without limitation, mock audit expenses and any third-party expenses related to an evaluation or exam), expenses in connection with regulatory and middle office providers (if any), regulatory compliance fees and filing fees and expenses directly attributable to the Funds (as well as fees and expenses associated with the completion of regulatory filings that are attributable to the Funds (including, without limitation, Form PF filings and Form ADV filings)), expenses related to blue sky filings, technology-related costs and expenses (including, but not limited to, software licenses, data feeds and colocation expenses, as well as cybersecurity expenses, cybersecurity consulting and cybersecurity insurance premiums), director and officer liability insurance or other insurance premiums for any principal or employee of the Funds, the Adviser or any affiliate thereof (including, without limitation, errors and omissions insurance, fiduciary liability insurance and ransomware insurance), expenses relating to the offering and sale of interests in the Funds, marketing fees, expenses of communications to the Funds’ investors, including, but not limited to, preparing and distributing any statements, reports and notices to them, all fees and other expenses incurred in connection with the investigation, prosecution or defense of any claims, assertion of rights or pursuit of remedies, by or against the Funds (including, without

limitation, professional and other advisory and consulting expenses), expenses related to tax audits and controversies, expenses related to regulatory inquiries with respect to existing or prior investments or of the Adviser with respect to actions performed in connection with managing the Funds, expenses, if any, related to restructuring the Funds, all costs and expenses associated with preparing, negotiating and entering into contracts and arrangements in the ordinary course of the Funds’ business, including services agreements with counterparties (e.g., broker-dealers and placement agents), indemnifications, costs of litigation, other similar expenses related to the Funds, and any extraordinary expenses, as will be determined by the Adviser, in its sole and absolute discretion. If any of the expenses above are incurred jointly for the account of any Fund and any other accounts to which the Management Company or any of its affiliates provides investment services (“Other Accounts”), such expenses will be allocated among the Funds and such Other Accounts in proportion to the size of the investment made by each to which such expense relates, or in such other manner as the Management Company, in its sole and absolute discretion. considers fair and equitable. To the extent that any Fund expense is paid by the Adviser, the General Partner and/or their respective affiliates (in excess of its proportionate share), it will be reimbursed by the appropriate Fund or the Master Fund, as the case may be. The Adviser or General Partner, in its sole discretion, may waive or reduce the Management Fee or the Incentive Allocation for Clients or limited partners that are principals, employees or affiliates of the General Partner or the Adviser, relatives of such persons, and for certain large or strategic investors or any other investor in its sole discretion. It is important that each investor who is considering an investment in a Client review the relevant Offering Documents applicable to the Client for a detailed description of the fees and expenses applicable to such investment.

Investment Objective and Strategy The investment objective of the Funds is to generate attractive risk-adjusted returns utilizing a variety of strategies, including, but not limited to, the following: credit relative value, volatility relative value and volatility arbitrage, equity relative value, convertible arbitrage, capital structure arbitrage, and special situation investment strategies. Risk Factors An investment in the Funds involves a high degree of risk, including the risk of loss of the entire amount invested. The Funds directly, or indirectly through the Master Fund, invest in and actively trade securities and other financial instruments using a variety of strategies and investment techniques with significant risk characteristics, including risks arising from the use of short sales, leverage, options, swaps, futures and other derivatives investments. The Incentive Allocation as described above may create an incentive for the Adviser (an affiliate of the General Partner) to cause the Master Fund or the Funds to make investments that are riskier than it would otherwise make. Moreover, an investment in the Funds provides limited liquidity since the Interests are not freely transferable, and the limited partners will have limited withdrawal rights. A description of risks relevant to a Client can be found in the Offering Documents. Investors should consult their own legal, tax and financial advisors, prior to making an investment in a Client, or engaging the Adviser as a manager. Some material risks specifically applicable to the Adviser’s investment strategy and securities its Clients invest in include, but are not limited to: Investment Strategy Risk Factors Healthcare and Life Science Companies. Investing in securities and other instruments of healthcare companies involves substantial risks, including, but not limited to, the following: certain companies in the portfolio of the Funds may have limited operating histories; rapidly changing technologies and the obsolescence of products; change in government policies; changing investors' sentiments and preferences with regard to healthcare sector investments (some of which are generally perceived as risky) may have an adverse effect on the price of underlying securities; volatility in the U.S. and non–U.S. stock markets affecting the prices of healthcare company securities may cause the performance of the Funds to experience

substantial volatility; and most pharmaceutical and biotechnology companies, and many other companies in the healthcare sector, are subject to extensive government regulation. In addition, obtaining governmental approval for new products from governmental agencies can be lengthy, expensive and uncertain and such governmental agencies may change their view on the drug approval process in a manner adverse to such healthcare companies. Investing in Technology Companies. Investing in securities and other instruments of technology companies involves substantial risks. These risks include, among others, the following: the fact that certain companies in the portfolios of the Funds may have limited operating histories; rapidly changing technologies and products which may quickly become obsolete; cyclical patterns in information technology spending which may result in inventory write-offs, cancellation of orders and operating losses; scarcity of management, engineering and marketing personnel with appropriate technological training; the possibility of lawsuits related to technological patents; changing investors’ sentiments and preferences with regard to technology sector investments (which are generally perceived as risky) with their resultant effect on the price of underlying securities; and volatility in the U.S. stock markets affecting the prices of technology company securities, which may cause the performance of the Funds to experience substantial volatility. Investing in Natural Resource Sector Companies. Operating results of companies engaged in the natural resource sector are likely to be highly dependent upon the prices received for the natural resources concerned. Commodity prices are highly cyclical, and volumes of current and expected supply and demand for the commodities in which the Funds are likely to invest vary over time, leading to global price fluctuations which may be significant in the short term. In the past, natural resources have been subject to substantial price fluctuations over short periods of time. Such prices are affected by various factors, including economic conditions, political events, natural disasters, exploration and development success or failure, and technological changes. In addition, certain natural resources are geographically concentrated, and events in those parts of the world in which such concentration exists may affect their values. There are numerous uncertainties inherent in estimating reserves and resources, including many factors beyond the control of natural resource companies. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors may cause reserves to be unprofitable in any particular accounting period. In addition, there can be no assurance that recoveries derived from small scale laboratory tests will be duplicated in larger scale tests under onsite conditions or during production. Cannabis-Related Investments. The Funds have not, as of the date hereof, but may in the future invest a portion of the Funds’ assets in cannabis-related businesses that are permitted under applicable state law. The cannabis industry is a relatively new industry, and consequently, it may be difficult for the Adviser to ascertain the profitability and reliability of certain investments that may have little or no history of financial success. The cannabis industry is also currently subject to various evolving rules and regulations at federal, state, and local levels. The Funds and their cannabis-related investments, to the extent there are any, may be adversely affected by disparities between federal, state and local law and regulations and the lack of clarity with respect to issues of jurisdiction, preemption or other issues. It remains illegal under United States federal law to grow, cultivate, sell or possess cannabis, other than federally legal hemp, for any purpose or to assist or conspire with those who do so. Additionally, federal law makes it illegal to “knowingly open, lease, rent, use, or maintain any place, whether permanently or temporarily, for the purpose of manufacturing, distributing, or using any controlled substance.” Due to this illegality and others, the assets of the Funds and any distributions provided to the limited partners could also be forfeited through civil or criminal forfeiture proceedings and the Funds and their cannabis-related investments could be subject to civil or criminal liability under federal law including substantial fines and imprisonment.

With the exception of federally legal hemp products, cannabis is a Schedule I substance under the Controlled Substances Act (“CSA”) and is illegal under federal law. Even in those states in which the use of cannabis has been legalized, its use remains a violation of federal laws. The illegality of cannabis under federal law preempts state laws that legalize its use. Therefore, strict enforcement of federal law regarding cannabis would likely result in the Funds’ or their cannabis-related investments’ inability to proceed with its business plan. Additionally, except with respect to federally legal hemp products, direct consumer marketing of cannabis to consumers is impermissible under federal law. Further, certain state laws limit advertising and marketing of cannabis-related products. Many states permit cannabis and cannabis-related products to be made available only through physician prescription. Cannabis-related companies and businesses may therefore seek to develop programs targeted to medical professionals. Should the Funds’ investments be limited in or unable to successfully advertise or market their products in such a regulated environment, the Funds’ investments may be materially and adversely affected. Prior to 2018, the U.S. Department of Justice (“DOJ”) published a memo on August 29, 2013 (“Cole Memo”), which, among other things instructed DOJ’s prosecutorial and law enforcement components to focus marijuana enforcement efforts on priorities that it stated were particularly important to the federal government, such as preventing revenue from the sale of marijuana from going to criminal enterprises, preventing violence and the use of firearms in the cultivation and distribution of marijuana, and preventing the distribution of marijuana to minors. The Cole Memo was guidance only and did not prohibit federal enforcement. On January 4, 2018, the DOJ rescinded the Cole Memo in a memo from Attorney General Jeff Sessions (“Sessions Memo”). Under the Sessions Memo, however, prosecutorial decision-making authority is still vested in certain DOJ officials and/or the U.S. Attorneys in the 94 federal judicial districts who may choose to initiate prosecution under the CSA at any time. Further, on January 15, 2019, Attorney General William Barr stated in his testimony to the Senate Judiciary Committee that he does not plan to prosecute companies that have relied on the Cole Memo. In the event that federal enforcement action is taken against the Funds, the Funds could incur total losses on any or all of their investments. Additionally, future regulatory change is impossible to predict, and any trend in the legalization of medical or recreational cannabis use is not necessarily indicative of the future legal landscape. The regulation of the cannabis industry both inside and outside the United States is a changing area of law and is subject to modification by government and judicial action. The effect of any future regulatory or judicial change on the Funds could be substantial and adverse. The ability of state legal cannabis businesses (and businesses working directly with cannabis businesses) to seek bankruptcy protection in federal court due to the illegality of the business is currently unclear. This makes it difficult to determine how the Funds’ liabilities or underlying cannabis-related investments’ liabilities would be treated in the event of a bankruptcy. Some courts have determined that contracts relating to state legal cultivation and sale of marijuana are unenforceable on the grounds that they are illegal under federal law and therefore void as a matter of public policy. This could substantially impact the rights of parties making or defending claims involving the Funds or their underlying cannabis-related investments. In addition, many cannabis-related companies are subject to strict product liability laws where a cannabis-related retailer who sells a defective product to a consumer is subject to liability for any harm that befalls that consumer due to the defect. The National Institute on Drug Abuse, among others, identifies several potentially dangerous side effects from the use of cannabis, including: distorted perceptions, impaired coordination, difficulty in thinking, problem solving, memory, and learning, potential for long-term effects in the brain; potential for addiction; increased rates of anxiety, depression, suicide ideation and schizophrenia; and adverse effects on the heart and lungs. These risks, and/or the perception of such risks, may adversely affect the market for cannabis use, and may therefore have the potential to adversely affect the Funds and their investments in the private fund investments or underlying cannabis-related businesses.

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The Adviser currently provides investment advisory services only to pooled investment vehicles but may in the future provide investment advisory services to separately managed accounts. A Client’s investors may include, but not be limited to, high net worth individuals, banks, insurance companies, pension and profit-sharing plans, trusts, estates or charitable organizations, educational and research institutions, corporations or other business or investment entities, and, directly or indirectly, the Adviser, the General Partners, and their Supervised Persons and other affiliates.

Interests in the Clients are offered pursuant to applicable exemptions from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act. Fund investors based in the United States are required to be “accredited investors” and “qualified clients” as defined in the Securities Act and the 1940 Act, respectively. The securities of the Clients are offered and sold on a private placement basis under exemptions promulgated under the Securities Act, 1940 Act, and other exemptions of similar import under the U.S. state laws and laws of other jurisdictions where an offering may be made. Fund investors based in the United States generally must be both “accredited investors” as defined in Regulation D, and “qualified clients,” as defined in the Advisers Act, or otherwise qualified. Generally, the Clients have a stated minimum investment amount as described in the relevant Offering Documents. The Adviser or a Fund’s Board of Directors has the discretion to waive minimum investment requirements for investment in the Clients.

As discussed in Item 5 above, the Adviser or the General Partner is paid or allocated performance-based compensation by the Clients in the form of the Incentive Allocation. Performance-based compensation may create an incentive for the Adviser to make investments on behalf of Clients that are riskier and more speculative than would otherwise be the case. It may also create an incentive for the Adviser to direct investments in favor of Clients that pay a higher performance-based fee relative to other Clients. To mitigate these conflicts, the Adviser has implemented controls to review investments for compliance with account guidelines and restrictions and to review the performance of accounts with similar investment objectives. If it is determined by the General Partner, the Adviser, or their respective affiliates that it would be appropriate for any Fund and one or more other investment accounts managed by them to participate in an investment opportunity, the General Partner and the Adviser will seek to execute orders for all of the participating investment accounts, including a Fund, on an equitable basis, potentially taking into account such factors as the relative amounts of capital available for new investments and the investment programs and portfolio positions of the Funds for which participation is appropriate.

Neither the Adviser, nor any of its management persons, are registered or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither the Adviser, nor any of its management persons, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. However, the Adviser and one of the Adviser’s affiliates are exempt CPOs. Neither the Adviser, nor any of its management persons, have any relationships or arrangements with related persons that are material to the Adviser’s advisory business or to its Clients. The Adviser does not recommend or select other investment advisers for its Clients. In addition, the Adviser is affiliated with the General Partner, which is also subject to the Advisers Act in accordance with SEC guidance. Pursuant to such SEC guidance, the General Partner looks to and relies on the Adviser’s registration with the SEC and does not submit a separate Form ADV. With the Adviser, the General Partner operates a single advisory business, serves as the general partner of the U.S. Fund, and generally shares common owners, officers, partners, employees, consultants, or persons occupying similar positions.

The Adviser has adopted a Code of Ethics (the “Code”) that obligates the Adviser and its related persons to put the interests of the Clients before their own interests and to act honestly and fairly in all respects in their dealings with the Clients. All of the Adviser’s personnel are also required to comply with applicable federal securities laws. For additional information about the Code or to request a copy, please contact Daniel Altman, the Adviser’s CCO, 475-228-9454 or daltman@ayrtonllc.com. See below for further provisions of the Code as they relate to the pre-clearing and reporting of securities transactions by related persons. In the ordinary course of conducting the Adviser’s advisory activities, the interests of a Client may from time to time conflict with the Adviser’s interests and those of other Clients. The Adviser will deal with all conflicts of interest using its best judgment, but in its sole discretion. In doing so, the Adviser will consider various factors, including the interests of each Client with respect to the immediate issue and/or with respect to the longer-term course of dealing among such Clients. As a fiduciary, the Adviser owes Clients a duty of loyalty. This includes the duty to address, or at minimum disclose, conflicts of interest that may exist

between different Clients; between the Adviser and Clients; or between the Adviser’s Supervised Persons and Clients. Where potential conflicts arise from its fiduciary activities, the Adviser will take steps to mitigate, or disclose them. Conflicts arising from fiduciary activities that the Adviser cannot avoid are mitigated through written policies that the Adviser believes protect the interests of its Clients as a whole. In these cases—which include issues such as personal trading and Client entertainment—regulators have generally prescribed detailed rules or principles for investment firms to follow. By complying with these rules, using robust compliance practices, the Adviser believes that it handles these conflicts appropriately. Supervised Persons may come into possession, from time to time, of material non-public or other confidential information (“MNPI”) about public companies which might affect an investor’s decision to buy, sell, or hold a security. Pursuant to applicable law, the Adviser and its Supervised Persons are prohibited from improperly disclosing or using MNPI for their personal benefit or for the benefit of any other person, regardless of whether such person is an investor in a Client or a Client of the Adviser. If a Supervised Person comes into possession of MNPI, the Adviser would be prohibited from communicating such information to any Client investor or other Client. The Adviser will have no responsibility or liability for failing to disclose MNPI to any Client investor or other Client as a result of following the Adviser’s compliance policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of Supervised Persons serving as directors of public companies and may restrict investing that can take place on behalf of a Client, including making an investment that a Client might otherwise make. To the extent that the Adviser or its related persons invest in the same securities that the Adviser or a related person recommends to a Client, such practices present a conflict where, the Adviser or its related person is in a position to trade in a manner that could adversely affect a Client. In addition to affecting the Adviser’s or its related persons’ objectivity, these practices by the Adviser or its related persons may also harm a Client by adversely affecting the price at which a Client’s trades are executed. The Adviser has adopted the following procedures in an effort to minimize such conflicts: the Adviser requires its related persons to preclear certain transactions in their personal accounts with the CCO, who may deny permission to execute the transaction if such transaction will have any adverse economic impact on a Client. A properly identified delegate will preclear the CCO’s transactions in his personal accounts. In addition, the Code prohibits the Adviser or its related persons from executing personal securities transactions of any kind in any securities on a restricted securities list maintained by the CCO. All of the Adviser’s related persons are also required to provide broker confirmations of each transaction in which they engage and a quarterly certification of such transactions. Trading in Supervised Persons’ accounts will be reviewed by the CCO and compared with transactions for Client accounts and reviewed against the restricted securities list. To the extent the Adviser buys or sells securities for a Client, at or about the same time that the Adviser or a related person buys or sells the same securities for its own account, the Adviser and the related person, if applicable, will do so in accordance with the procedures described above in order to minimize the conflicts stemming from situations where the contemporaneous trading would result in an economic benefit for the Adviser or its related person to the detriment of a Client.

Broker Selection: Portfolio transactions for the Master Fund and the Funds will be allocated to brokers and dealers on the basis of best execution and in consideration of such broker’s ability to effect the transactions, the broker’s facilities, reliability, availability and financial responsibility, the broker’s capital markets services (e.g., access to transactions and deal flow), and in consideration of such broker’s provision or payment of the costs of research and brokerage services which are of benefit to the Master Fund, the Funds, the General

Partner, the Management Company and related funds and accounts. The Management Company will have discretion to select brokers on behalf of the Master Fund subject to consideration of the factors described above. Accordingly, if the General Partner determines in good faith that the commissions charged by a broker are reasonable in relation to the value of the research or brokerage services provided by such broker, the Funds may pay commissions to such broker which are greater than those another might charge. Research and Other Soft Dollar Benefits Research or brokerage services provided by brokers through which portfolio transactions for the Funds are executed may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, on-line quotations, news and research services and providing lawful and appropriate assistance to the General Partner in the performance of its investment decision making responsibilities on behalf of the Funds and other accounts which it manages (collectively, “soft dollar items”). Soft dollar items may be provided directly by brokers, by third parties at the direction of brokers or purchased on behalf of the Funds with credits or rebates provided by brokers. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. Actual business received by any broker may be less than the suggested allocations, but can (and often does) exceed the suggestions, because total transaction volume is allocated on the basis of all of the considerations described above. Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, (the “Exchange Act”), permits the use of soft dollar items in certain circumstances; provided that the Funds do not pay a rate of commissions in excess of what is competitively available from comparable brokerage firms for comparable services, taking into account various factors, including commission rates, financial responsibility and strength and ability of the broker to efficiently execute transactions. The General Partner expects that soft dollar items obtained in connection with portfolio transactions for the Funds will be within the parameters established under Section 28(e) and then, only with regard to soft dollar items which the Funds themselves would otherwise be required to pay for itself in the absence of such an arrangement. When the Adviser utilizes Client brokerage commissions to obtain soft dollar items, it obtains a benefit because it does not have to produce or pay for the research, products or services. A broker will not be excluded from executing transactions for the Funds because it has not been identified as providing soft dollar items. However, the Adviser may be incentivized to select or recommend a broker based on the Adviser’s interest in receiving research or other products or services, rather than on the Client’s interest in receiving best execution. The Adviser has implemented the requisite policies and procedures to ensure that receipt of such soft dollar items falls within the safe harbor created by Section 28(e) of the Exchange Act. Brokerage for Client Referrals The Adviser does not consider, when selecting or recommending broker-dealers, whether it or a related person receives Client or investor referrals from a broker-dealer or third party. However, from time to time, the Adviser may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to the Clients. The Adviser may place portfolio transactions with firms who have made such recommendations or provided capital introduction opportunities, if the Adviser determines that it is otherwise consistent with seeking best execution. In no event will the Adviser select a brokerdealer as a means of remuneration for recommending the Adviser or any other product managed by the Adviser (or an affiliate) or affording the Adviser with the opportunity to participate in capital introduction programs. Directed Brokerage

The Adviser does not routinely recommend, request or require that a Client or an investor direct it to execute transactions through a specified broker-dealer. Aggregation of Orders The Adviser does not aggregate the purchase or sale of securities for various Client accounts.

Notwithstanding any soft dollar items the Adviser and/or its affiliates may receive as disclosed in Item 12, the Adviser receives no economic benefit from non-Clients in connection with Client transactions and does not compensate any person for Client referrals.

There are no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of the Adviser’s advisory business or the integrity of the Adviser’s management.

Members of the Adviser’s investment team regularly review and monitor each Client’s portfolio to determine whether positions should be maintained in view of current market conditions. The Adviser's review considers, among other things, specific securities held, adherence to investment guidelines and the Client’s performance. Investors in the Funds receive written statements containing individual net asset values generally on a periodic basis (in all cases, as set forth in the terms of the relevant Offering Documents).

The Adviser complies with the requirements of Rule 206(4)-2 of the Advisers Act (“Custody Rule”) with regards to custody of assets of the Clients. The Custody Rule imposes certain obligations on registered investment advisers that have custody or possession of any funds or securities in which any client has any beneficial interest. An investment adviser is deemed to have custody or possession of client funds or securities if the adviser directly or indirectly holds client funds or securities or has the authority to obtain possession of them (regardless of whether the exercise of that authority or ability would be lawful). An investment adviser is generally deemed to have custody if it or its affiliate serves as a General Partner to a limited partnership client of the Adviser. Although the Adviser does not maintain physical custody of Client assets, under the Advisers Act, the Adviser is deemed to have custody of Client assets because the Adviser has the authority to access funds and securities, for example, by deducting advisory fees from Client accounts. Therefore, the Adviser must comply with certain “custody” requirements under the Advisers Act. To comply with these requirements, the Adviser will: i) ensure that the funds and securities of its Clients (except certain privately offered securities) are maintained in custodial accounts with “qualified custodians”; and ii) provide notice to Clients about the qualified custodian. This notice is incorporated into the Offering Documents. To further comply with custody requirements, the Adviser requires (1) the appointment of an independent public accounting firm that is registered with the Public Company Accounting Oversight Board (PCAOB) to conduct an annual audit of Client financial statements; (2) distribution of the audited financial statements within 120 days of the fiscal year-end to each Client investor; and (3) upon liquidation of a Client, the performance of a liquidation audit and distribution of the related financial statements to Fund investors promptly upon completion of such audit. The Adviser urges its investors in the Funds to carefully review all statements and reports they receive and whenever possible to compare the same or similar information on different reports. Management personnel will be available to assist in reviewing and understanding any such reports.

The Adviser and its affiliates provide investment advisory services to its Clients on a discretionary basis. Investment advice is provided directly to the Clients and not the individual Fund investors. The Adviser has the authority to determine (i) the securities to be purchased and sold for each of the Clients, subject to each Client’s investment restrictions; and (ii) the amount of securities to be purchased or sold for the Clients. The scope of such investment discretion is detailed in the relevant Fund’s Offering Documents.

The Adviser has adopted policies and procedures to address how the Adviser will vote when provided proxies to do so by entities in which the Adviser has invested on behalf of a Client (the “Proxy Policy”). The Proxy Policy seeks to ensure that the Adviser votes proxies or similar corporate actions in the best interests of the Funds’ investors, taking into account such factors as it deems relevant in its sole discretion. The Proxy Policy is designed to (i) identify any material conflicts of interest connected with a particular proxy vote and (ii) ensure that any vote where such conflicts are identified is not improperly influenced by the conflict. The Adviser understands the importance of proxy voting. The Adviser will vote all proxies in the best interests of its Clients and Fund investors (as applicable) and in accordance with the procedures outlined in its Proxy Policy (as applicable), unless otherwise mandated by investment management agreements or applicable law. For additional information about the Adviser’s proxy voting policies and procedures and information about how the Adviser voted the Clients’ proxies, please contact Daniel Altman, the Adviser’s CCO, at 475-2289454 or daltman@ayrtonllc.com.

The Adviser does not require or solicit the payment of fees six months or more in advance. The Adviser is not aware of having any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its Clients. The Adviser has never been subject to any bankruptcy petition.