CASPIAN CAPITAL LP

Caspian Capital LP is a Delaware limited partnership formed in October 2010. The principal owners of our firm are Adam S. Cohen and David N. Corleto (the “Principals”). The first Caspian fund was established in 1997 when Caspian was part of another institution. We use the terms “Caspian,” “our,” “us,” and “we” in this brochure to refer to Caspian Capital LP and various affiliates and related entities that are also involved in conducting our business.

B.

Caspian specializes in offering alternative investment management services on a discretionary basis to private investment funds and similar institutional accounts. Caspian also provides discretionary sub-advisory services on behalf of an open-end investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which may subject Caspian to additional regulatory requirements, including restrictions on affiliated and joint transactions. In providing our advisory services, our objective is to achieve capital appreciation over the long term by applying a flexible and opportunistic approach to investing which involves evaluating the current attractiveness of various asset classes, including bank loans, bonds, equities, speculative investments, and cash equivalents. We are permitted to trade and make investments in public and private debt and equity securities. Consistent with this opportunistic approach, however, there are no fixed limitations or diversification requirements as to specific asset classes in which we invest. We use the term “Caspian Funds” in this brochure to refer to the private funds and dedicated investor funds that we sponsor, manage, and advise, which may include coinvestment vehicles. We use the term “Managed Account” with respect to our sub-advisory agreement with the regulated investment company (“RIC Account”), and other managed account agreements with private funds not sponsored by Caspian. Also, we use the term “Client” when referring to our advisory relationships collectively.

C.

Caspian tailors its advisory services to the specified investment mandates of our Clients. Our Principals have sole discretion over the allocation of the assets of the Caspian Funds and adhere to the investment strategy set forth in the Caspian Funds’ private placement memoranda and the investment guidelines as agreed to for the Managed Account clients. Investors in some Caspian Funds can impose restrictions on investing in certain types of investments. In these cases, we are permitted to avoid investing in the restricted positions on behalf of the entire Caspian Fund or exclude the affected investors from participating in these positions and allocate profits and losses with respect to these positions separately from the rest of the Caspian Fund’s portfolio. These types of terms are all arranged on a case-by-case basis.

D.

We do not participate in wrap fee programs.

As of December 31, 2025, we advised or managed client assets in the amount of approximately $7,026,185,000.00 (calculated as Regulatory Assets Under Management), all of which are managed on a discretionary basis.

We generally receive compensation from each Client based on a percentage of value of the net assets we manage and, with the exception of the RIC Account, on performance achieved for the account of investors therein or the relevant Managed Account. Detailed information concerning our compensation and fees is contained in the private placement memorandum of each Caspian Fund and/or in the organizational documents of the Caspian Fund(s). Fees charged for the Managed Accounts are negotiated and are subject to the terms of the relevant Managed Account operational agreement. Performance and management fees are waived for Caspian employees invested in Caspian Funds. Co-Investment Vehicles may pay fees that vary from what is charged to other Clients.

B.

We generally deduct the asset-based fee from Caspian Funds’ accounts quarterly in advance. We generally deduct the performance-based compensation described above from Caspian Funds’ accounts at the end of each calendar year or at the time of investor withdrawals. We invoice our Managed Account clients for quarterly or monthly management fees and, if applicable, annual performance compensation.

C.

Each Client, subject to its governing documents, generally bears its own management fee; performance-based compensation; operational, investment, and trading expenses (including, as applicable, for investments whether or not completed); its organizational expenses; and its accounting and administrative expenses. Operational, investment, and trading expenses generally include brokerage commissions and spreads, custody charges and costs, bank service fees, interest expenses, risk management expenses, expenses related to the purchase, monitoring, sale, settlement and transmittal of assets, expenses related to reorganizations, restructurings, and workouts, expenses related to the facilitation and management of the order execution of securities such as Bloomberg terminals, portfolio management systems, and order management systems, fees of legal advisers and other consultants (including investment research services provided by consultants) relating to investments and prospective investments, research and market data expenses (including expenses related to information technology hardware, software, or other technology used to research investments, evaluate and manage risk, and facilitate valuations), and insurance premiums (including our professional liability insurance and cybersecurity insurance). Organizational expenses generally include the expenses of preparing organizational and offering documents as well as costs and fees related to any governmental, regulatory, licensing, filing or registration requirements (including fees and expenses incurred in connection with the preparation and filing of Form D, Blue Sky, Annex IV, Section 13 filings, and other similar regulatory filings). Accounting and administrative expenses generally include the fees and expenses of third party administrators, independent auditors, tax expenses (including tax preparation and any expenses associated with FATCA/CRS compliance or under the BBA Audit Rules) imposed or added on, or payable by, the Client, fees and expenses incurred in connection with the reorganization, dissolution, winding up, or termination of the Caspian Funds, as well as other costs of maintaining records and preparing and distributing reports to investors, and expenses incurred in connection with negotiating and complying with provisions of any Side Letter. The Clients also bear extraordinary expenses, including any expenses relating to litigation, investigation, or other

proceeding involving the Client or its investments or operations. If an expense item relates to more than one Client, we allocate it equitably among all such Clients, based on relative investment size, account size or other appropriate criteria. Please also see Item 12, which discusses our brokerage practices. D.

Caspian Funds generally do not permit withdrawals except as of the end of each quarter (or for certain strategies, month-end dates). If there is a withdrawal during a quarter for which the management fees were pre-paid or if a Managed Account agreement is terminated during a quarter, we will refund a pro rata portion of any fees paid at the beginning of the quarter.

E.

Neither Caspian nor any of the Principals or employees receive any transaction-based compensation for the sale of securities or other investment products.

It is critical that investors and Clients refer to the relevant governing documents for a complete understanding of the methods of analysis and investment strategies utilized by Caspian. The information contained herein is a summary only and is qualified in its entirety by such documents. Caspian’s investment objective is to create risk adjusted returns that achieve capital appreciation over the long term by applying a flexible and opportunistic approach to investing. Caspian invests in multiple asset classes including bank loans, bonds, equities, speculative investments and cash equivalents. We are permitted to trade and make investments in public and private debt and equity securities. As a result of Caspian’s investment objective, Caspian invests in a variety of securities but has focused on four trading strategies: (1) stressed/distressed situations, (2) leveraged loans and high yield bonds, (3) capital structure arbitrage and (4) fundamental shorts. We engage in other kinds of strategies where we believe the risk/reward parameters are favorable for

our clients. In addition, the diversification of the various strategies that we employ will vary depending on market conditions and opportunities. Each strategy employed involves the risk of capital loss that investors must be prepared to bear. Generally, Caspian’s investment approach is based on fundamental analysis, with valuation work and models focusing on, among other things, going concern and asset liquidation scenarios. Caspian opportunistically buys stressed/distressed positions of companies we believe have quality assets, high market share, strong free cash flow and/or a near-term catalyst. We continually look for relative pricing and valuation anomalies to drive our capital structure arbitrage opportunities. We also seek to establish short positions in companies whose business models we believe expose them to significant cyclicality or potential negative events with asymmetric risk/reward. We generate ideas through direct research of specific companies and sectors and through discussion with sell-side broker/dealers and research analysts, other investment funds, restructuring lawyers and financial advisors. We investigate ideas from multiple angles and perspectives, looking up and down the capital structure and across industries at competitors, suppliers and/or customers. We may participate in credit committees at times, or take a board seat, but generally do not seek to take control of companies. Subject to limitations under the Investment Company Act, our Clients have the ability to invest in all securities in the capital structure of a company. We have significant experience in corporate credit, and we expect to invest (long and short) in credit instruments such as (i) first and second lien bank loans, and (ii) high yield, senior secured, junior secured, senior unsecured, junior unsecured, mezzanine, and subordinated corporate bonds. In addition, we expect to have exposure to equities (including common and preferred), options, warrants, swaps (including credit default swaps), other derivatives, and/or convertible bonds depending on our point of view on hedging relative value and overall portfolio risk. We tend to focus on asset heavy businesses. The descriptions set forth in this brochure of specific advisory services that we offer to Clients, and investment strategies pursued and investments made by us on behalf of its Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines. Our investment strategies and the securities and other assets in which we invest give rise to a variety of risks, including the following. Investing in securities involves a risk of loss that investors should be prepared to bear. There can be no assurance that an investment program will be successful. The following does not purport to be a comprehensive summary of all of the risks associated with the investment strategies of Caspian. Although no summary can fully describe all of the risks associated with an investment in a Caspian Fund, the offering documents for each Caspian Fund contains a more complete description of the risks associated with an investment in such Caspian Fund and should be reviewed carefully.

Risk of Loss. No guarantee or representation is made that a Client’s investment program, including, without limitation, its investment objective, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results are not necessarily indicative of a Client’s or Caspian’s future performance. Speculative Nature of Certain Investments. Certain investments of a Client will be speculative in nature and involve increased levels of investment risk. Since an inherent part of Caspian’s strategy for certain Clients will be to identify securities that we believe are undervalued by the marketplace, success of such strategy necessarily depends upon the market eventually recognizing such value in the price of the security, which will not necessarily occur. Equity positions may involve highly speculative securities. Certain Clients will invest in debt positions that include high-yield obligations, which are generally below investment grade, and may include distressed securities, including issuers in Chapter 11 or other insolvency proceedings and debt which is nonperforming. Moreover, a portion of a Client’s investment portfolio may involve speculative trading strategies. Accordingly, Clients must be prepared to assume the risks inherent in such speculative investments. Reliance on Caspian. The success of our Clients will depend, in large part, upon the skill and expertise of Caspian and our portfolio managers. Subjective decisions made by Caspian may cause Clients to incur losses or miss profit opportunities on which the Client could otherwise have capitalized. Additionally, the loss of the services of portfolio managers or other principals of Caspian could have a materially adverse effect upon the assets of a Client, possibly resulting in losses. Past performance is no guarantee of future results. The success of a Client is also dependent upon the talents and efforts of highly skilled individuals employed by Caspian and our ability to identify and willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that Caspian’s investment professionals will continue to be associated with Caspian throughout the life of a fund or Client relationship, and the failure to attract or retain such investment professionals could have a material adverse effect on the performance of our Clients. Competition in the financial services industry for qualified employees is intense and there is no guarantee that, if lost, the talents of Caspian’s investment professionals could be replaced. Non-investment grade investments. Although we are permitted to invest our Clients’ assets in investment grade debt, our focus is non-investment grade investments. Our strategies often call for us to invest in debt of companies experiencing financial distress or stress, and our credit investments often are unsecured or subordinated. As a consequence of the nature of our strategies and our investments, there is a risk that we may lose some or all of the cost of almost every investment that we make. Our strategies and the success of our accounts depend upon our ability to gather all relevant information about each investment and to assess it accurately, not only at the time of investment but through our holding period

until we dispose of the investment. Our expectations regarding the favorable outcome of any investment can be adversely affected by numerous factors beyond our control, including our receipt of incomplete or inaccurate data, our failure to assess it accurately and unpredictable changes in circumstances, including unforeseeable macroeconomic circumstances unrelated to our analysis of the specific investment. High-Yield Bank Debt and Bonds. Caspian may invest in high-yield bank debt and bonds as a supplement to our focus on distressed securities. The high yield market consists of secured and unsecured debt of companies that are rated below investment grade. Investment in the high-yield market is for both income and capital appreciation. High-yield bonds and loans are usually fairly liquid, but the market does have periods of illiquidity, some which are due to events in the credit markets (oversupply of new issues, large defaults, etc.) and some of which are due to dislocations in other markets (U.S. equity market, U.S. Government bond market, hedge fund or mutual fund losses or withdrawals, etc.). Caspian will seek to invest in the high-yield market when these periods of illiquidity exist, because we believe prices are usually attractive relative to credit risk during such periods. Bank Loans and Loan Participations. A portion of the Clients assets are invested in distressed, stressed and par/near par bank loans. Bank loans are not traded on regulated exchanges, are not registered with the Securities and Exchange Commission (“SEC”) or other governmental authorities and are not subject to the rules of any self-regulatory organization. Investments in bank loans may be in the form of assignment, participation, risk participation, or other derivative contracts. There are varying sources of statistical default rate data for term bank loans and numerous methods for measuring default rates. The historical performance of the bank loan market is not necessarily indicative of its future performance. Bank loan participations and risk participations involve certain risks in addition to those associated with direct ownership of such loans. A bank loan participant has no contractual relationship with the borrower of the underlying bank loan. As a result, the participant is generally dependent upon the grantor of the participation to enforce its rights and obligations under the loan agreement in the event of a default. Bank loan participants often also have limited or no rights to object to amendments or modifications of the terms of loan agreements or to otherwise vote with other lenders. In addition, a bank loan participant is subject to the credit risk of the lender who grants the participation as well as the borrower, since a bank loan participant is dependent upon the lender to pay over to the participant its share of any payments of principal and interest received on the underlying loan. It is possible that the Clients directly acquire participation interests in loans to companies originated by other third parties, subject to the satisfaction of certain tax-related and other investment restrictions. Such loan participations relate to loans made to companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization or liquidation proceedings.

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With the exception of the RIC Account which is an investment company, all of our Clients are private investment funds. Caspian Funds’ investors include a broad range of U.S. and non-U.S. institutions and high-net worth individuals. We require investors in the Caspian Funds that are U.S. persons to be “accredited investors” and “qualified purchasers” (as defined in applicable federal securities laws and regulations). The Caspian Funds generally require a minimum investment of $5,000,000; however, Caspian maintains discretion to accept less than the minimum investment threshold. There are no formal minimum account sizes for Managed Accounts.

Caspian receives performance-based compensation from each of its Clients other than the RIC Account. There is a potential conflict of interest for Caspian in favoring Clients subject to performance compensation over the Clients that are not subject to performance compensation. We believe that this potential allocation conflict is mitigated in light of the limited, specialized investment mandates of the Clients that are not subject to performancebased compensation. Caspian seeks to further mitigate these conflicts by allocating investment opportunities to Clients in accordance with Caspian’s investment allocation policy, which is designed to ensure that investment opportunities are allocated among Clients in a manner that is fair and equitable over time, taking into account strategy, liquidity, cash availability, regulatory constraints, and Client-specific restrictions. The fact that Caspian receives performance-based compensation from certain Clients may create an incentive for Caspian to make investments on behalf of such Clients that are riskier or more speculative than would be the case in the absence of the performance-based compensation arrangement. To mitigate this conflict, Caspian manages Client accounts in accordance with the investment strategies and risk parameters disclosed in the investment management agreement or private placement memoranda, as applicable.

Neither Caspian nor its management persons are registered or have an application pending to register as a broker-dealer or registered representative of a broker-dealer. Neither Caspian nor its management persons are registered or have an application pending to register as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. Relationship with the Caspian Funds We manage each of the Caspian Funds either as the general partner (in the case of Caspian Funds formed as partnerships) or by designating Principals of our firm to serve on the board of directors (in the case of Caspian Funds formed as corporations). Most of the Caspian Funds do not have independent management, and most do not have boards of directors that consist solely of independent directors. As a result of our sponsorship of and control over the Caspian Funds, the terms of the Caspian Funds are not necessarily negotiated at armslength. Caspian believes that the governance structures of the Caspian Funds are appropriate given their size, investor base, and investment strategy.

Multiple Clients Since we have more than one Client, our personnel cannot devote their exclusive attention to any single Client, and there are certain conflicts inherent in the fact that we carry on substantial investment activities for multiple Clients. We may give advice and recommend securities to, or buy securities for, Clients which advice or securities may differ from advice given to, or securities recommended or bought for, other Clients. On occasion, the interests of one Client conflict with those of another. For example, certain Caspian Funds have similar investment mandates. As a result, it is sometimes necessary for us to allocate limited opportunities among them rather than allocating the entire opportunity to any one Client. Caspian affiliates have equity investments in certain Caspian Funds. These investments pose a conflict of interest in that we may be motivated to allocate time, attention and investment opportunities to Clients in which we are invested at the expense of the other Clients. We have adopted policies and procedures that require us to allocate investment opportunities in a fair and equitable manner, taking into account such factors as the relative amounts of capital available for new investments, relative exposure to short-term market trends and the investment programs and portfolio positions of the Clients for which participation is appropriate. See Item 12.B. One advisory Client of Caspian is registered under the Investment Company Act and Caspian may in the future accept other such Clients. Advisory Clients that are registered under the Investment Company Act are subject to restrictions on transactions with certain affiliates, including Caspian and its Clients. For this reason, Caspian may be limited in effecting certain transactions that might otherwise benefit a Client to the extent that such transactions constitute prohibited joint transactions under the Investment Company Act.

Trading Caspian has adopted a Code of Ethics (the “Code”), which sets forth standards of business and personal conduct for partners, directors and officers of Caspian and Caspian employees (collectively hereinafter defined as “Covered Persons”) and addresses conflicts that arise from personal trading by such Covered Persons. The Code is predicated on the basic principle that employees of Caspian will adhere to high ethical standards and fiduciary principles, and must: • • • •

Place Clients’ interests first; Engage in personal securities transactions consistent with the Code and avoid any actual, potential or apparent conflict of interest or any abuse of position of trust and responsibility; Keep security holdings and financial circumstances of Clients confidential; and Adhere to the principal that fairness and independence in the investment decision-making process is of paramount importance.

The Code places restrictions on personal trades by employees, including that employees pre-clear with compliance most types of personal securities transactions, except “Exempted Securities” as defined under the Code, and that they disclose their personal securities holdings and transactions to Caspian on a periodic basis. Employees authorize brokerage firms and other investment account providers to feed their account statements directly onto Caspian’s compliance software provider platform. Such statements are periodically reviewed. Exceptions to these policies and procedures will, from time to time, be granted where Caspian believes that the expected activity likely would not compromise Client interests. Employee violation of Caspian’s Code can result in remedial measures including disgorgement of profits (if any), and depending upon the facts or circumstances, more severe actions up to and including monetary fines and termination of employment. In addition to the personal trading policy, the Code is comprised of several other policies and procedures that are designed to eliminate or reduce potential conflicts of interest, including prohibitions against market manipulation, deceptive practices, front running or scalping, bribery and similar illegal conduct. Caspian prohibits the misuse of material nonpublic information (“inside information”) and maintains a restricted list of securities that cannot be purchased or sold by its employees for their own accounts or for Client accounts because of the actual or possible possession of inside information. Caspian also has a gifts & entertainment policy which covers the acceptance of gifts or entertainment from service providers and other parties, as well as providing gifts or entertainment to certain prospective and existing investors in Caspian Funds in accordance with the federal pay-toplay rules. Caspian’s Code is available for review and will be provided to any Client or prospective Client upon request. Situations occur in which we conclude that it is in the best interests of one Client to purchase an investment (for example, when a Caspian Fund has received new capital from investors) and in the best interests of another Client to sell the same investment (for example, when a Caspian Fund must raise cash to fund investor redemption requests). In certain of these circumstances and solely to the extent permitted by law and the operating agreements, we have in the past and may in the future determine that both Clients will benefit by crossing the position privately rather than by effecting independent purchase and sale transactions in the secondary market (each such transfer, a "Cross Trade"). In general, while we seek to effect any Cross Trades at a price and on terms that we believe are arms-length and in the best interest of each client involved. Generally, a Cross Trade between two clients may occur as an “internal cross,” where Caspian instructs the custodian for the clients to book the transaction at the price determined in accordance with Caspian’s valuation policy. If Caspian effects an internal cross, Caspian will not receive any fee in connection with the completion of the transaction.

Alternatively, Caspian executes Cross Trades with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Additionally, Caspian will take steps to ensure that the transaction is consistent with Caspian’s duty to obtain best execution for each client involved. Caspian does not generally engage in principal transactions and does not expect that its Cross Trades may be viewed as such due to the ownership interest in a client by Caspian or its personnel. In the event that Caspian engages in a principal transaction, it will comply with the requirements of Section 206(3) of the Investment Advisers Act of 1940.

In placing orders for the purchase and sale of securities for Clients, Caspian’s policy is to seek the best execution of orders, which means that it seeks to ensure that the Clients’ total cost or proceeds is the most favorable under the circumstances. Caspian does not adhere to any rigid formulas in making its selection of broker-dealers to effectuate securities transactions on behalf of its Clients, but weighs a combination of qualitative and quantitative factors or criteria which includes, but is not limited to, the following: • • • • • •

a broker’s reliability, reputation and integrity; a broker’s experience in the industry; financial stability, liquidity and or ability to commit capital; efficiency in executing and clearing transactions (e.g., ability to prospect for and provide liquidity and block trades, while avoiding unwanted market impact); competitive commission rates, markups and other fees and spreads and general responsiveness to our firm; and the size of the order.

The applicability and importance of specific criteria will vary depending upon the nature of the transaction, the asset class, the market in which it is affected, and the extent to which it is possible to select from among multiple brokers or dealers capable of effecting the transaction. We do not consider referrals in selecting broker-dealers, nor do we permit Clients or investors to direct brokerage. We have not entered into any soft dollar agreements or understandings with brokers or others although we accept research materials from various broker dealers free of charge. We do not consider referrals in selecting broker-dealers, nor do we permit Clients or investors to direct brokerage. Our brokerage policy enables us to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities to or pay higher commissions to brokerage firms that provide us with investment and research information. Since commission rates in the U.S. as well as in certain other jurisdictions are negotiable, selecting brokers on the basis of considerations that are not limited to applicable commission rates will at times result in higher transaction costs than would otherwise be obtainable. Research products and services furnished by brokers will include written

information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services; discussions with research personnel; and invitations to attend conferences or meetings with management or industry consultants. In the event that Caspian utilizes “soft dollars,” it will do so solely to pay for products or services that qualify for the safe harbor within the meaning of Section 28(e). Using Client transactions to obtain research and other benefits creates incentives that result in conflicts of interest between an adviser and its Clients. The availability of these benefits influence the adviser to select one broker rather than another to perform services for Clients, based on its interest in receiving the products and services instead of on our Clients’ interest in receiving the best execution prices. Obtaining these benefits have in the past and may in the future cause our Clients to pay higher fees than those charged by other broker-dealers. B.

Trade Allocations - Policies and Procedures Our Clients can have similar investment strategies. As a result, our Clients tend to participate in the same investment opportunities. For each investment opportunity, we place one aggregate order, which is then allocated among our Clients’ accounts in a manner consistent with our trade allocation policy. When a transaction is suitable for more than one Client, we will generally attempt to allocate purchase and sale opportunities on a fair, equitable and consistent basis. We consider some or all of the following factors in making allocation decisions among our Clients: the investment objectives, policies, contractual and legal restrictions, risk tolerance, time horizon, tax sensitivity, desired capitalization range, nature and size of the account, suitability, tolerance for portfolio turnover, availability of cash or buying power, account “ramp-ups,” and whether the Client or particular investors are eligible to participate in a trade pursuant to applicable compliance regulations or Client specific policies or restrictions. Allocations aim to ensure that over time no Client (or group of Clients) is systematically favored over any other Client (or group of Clients). Subject to suitability factors outlined above, allocation methodologies are generally made pro rata based on the capital amount in each account (“Pro Rata”). There are exceptions to this policy. For example, if the Pro Rata allocation results in a cash position that is different from the desired cash level, or if the position would be inconsistent with the investment objectives of one or more accounts, we will deviate from the Pro Rata formula. We will also deviate from this policy in order to address liquidity concerns and other practical limitations associated with partial fills or small allocations by allocating to participating accounts a minimum number of shares or bonds. Notwithstanding the above, securities will not be allocated Pro Rata or otherwise as described above in the case of a transaction involving so few shares or bonds such that normal allocations among Client accounts would be impracticable or result in a nonconforming allocation for one or more particular Clients (e.g., when securities only trade in larger blocks or minimum lots). In such cases, we will use our best efforts to allocate amounts fairly, and we will regularly document all deviations from standard allocation guidelines and practices in writing.

Caspian has in the past and may in the future offer one or more investors or co-investment vehicles (“Co-Investment Vehicles”) the opportunity to co-invest with Clients in particular investments. Caspian has, for example, offered such co-investment opportunities when the size of the opportunity exceeds the amount of capital that we believe should be invested by our Clients or when an investment opportunity exceeds the available investment capital of Clients for which the investment is appropriate. Caspian is not required to offer co-investment opportunities to any fund investor or CoInvestment Vehicles and no fund investor or Co-Investment Vehicles will be entitled (or obligated) to participate in such an opportunity by reason of being an investor in one or more of the Clients or Co-Investment Vehicles. Caspian’s decision to offer (or not offer) co-investment opportunities to any fund investor or Co-Investment Vehicle investor will be made in Caspian’s sole discretion unless otherwise specified in applicable agreements. Caspian has in the past and may in the future also offer co-investment opportunities to fund investors, Co-Investment Vehicle investors and/or other third-party investors based on factors such as, but not limited to, the nature of the opportunity, speed of execution required, tax considerations, such persons’ familiarity with, capability and history of making similar investments, such person’s prior expressions of interest in making similar investments, and other factors deemed by Caspian to be relevant. To the extent that Caspian offers a co-investment opportunity in a security to one or more investors or Co-Investment Vehicles, Caspian is not required to offer subsequent additional co-investment opportunities in that security to such co-investors unless otherwise specified in applicable agreements. Caspian will extend additional co-investment opportunities in such securities in its sole discretion. Investment management services provided by Caspian to Co-Investment Vehicles that have investment objectives, programs or strategies that are similar to those of other Clients could result in significant overlapping positions among the funds and any such CoInvestment Vehicles.

Caspian does not pay any third party for client referrals. Caspian does, however, pay third parties cash compensation for investor referrals in amounts based upon a portion of the advisory fee earned by Caspian with respect to such investors. Such arrangements will be disclosed to investors in Caspian Funds in accordance with applicable law. The fact that Caspian shares with third parties a portion of the compensation that Caspian receives for investment advisory services will not result in any investor in a Caspian Fund being charged advisory fees at a rate in excess of, or less than, the rate of advisory fees customarily charged by Caspian to investors in Caspian Funds for similar services, nor will Caspian charge any investor in a Caspian Fund any other amount for the purpose of offsetting costs associated with such referrals. We do not receive any economic benefit from third parties for providing advisory services to our Clients.

There have been no legal or disciplinary events involving Caspian, its general partner or any of our Principals, executive officers or employees that would be material to a Client or investor’s evaluation of Caspian or the integrity of its management.

The Risk Committee’s Portfolio Subcommittee reviews all of our Clients’ portfolios and analyzes their performance on a regular basis, but no less than monthly. Where applicable, these reviews include an assessment of profit and loss reports with respect to our Clients’ investment positions.

B.

Aside from our regular reviews described above, generally we review a Client account if there are significant profit and loss changes or a severe dislocation in the financial markets.

C.

We provide investors in the Caspian Funds with written monthly reports that contain information about the fund in which they have invested. Our administrator also provides each investor in our funds with the investor’s own individual monthly capital account statements. We also provide them with written annual reports that contain audited financial

statements and tax information. Upon request, our investors receive estimated intramonthly emails containing estimated account performance details. We are also available for in-person meetings with any requesting investor to review portfolio or other fund related matters subject to confidentiality obligations contained in the relevant Client documents. Upon investors’ request, we provide information to risk aggregating service firms retained by them. We provide the Managed Account clients with such reporting as has been agreed with them in the advisory agreement.

Due to our access to Caspian Funds’ funds and securities as general partner or manager of the Caspian Funds, and our authority to deduct fees and other expenses from these Clients’ accounts, we are deemed to have custody of Caspian Funds’ funds and securities within the meaning of Rule 206(4)-2 of the Advisers Act (the “Custody Rule”). We utilize the services of unaffiliated financial institutions or other qualified custodians (as defined in the Custody Rule) to hold all funds and securities of the Caspian Funds, with the exception of certain privately offered securities. We also ensure that the qualified custodian maintains such funds and securities in accounts that contain only Clients’ funds and securities, under our name as agent or trustee for the relevant Clients. All of Caspian Funds are pooled investment vehicles. Accordingly, we comply with the periodic reporting requirements of the Custody Rule by arranging for annual financial statements, which are prepared in accordance with generally accepted accounting principles and are audited by an independent auditor that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, to be delivered to each investor in the Caspian Funds within 120 days of the end of the fiscal year of the fund.

Our Managed Account clients establish accounts with their own qualified custodians, and neither Caspian nor its affiliates has authority to deduct fees or other expenses from the Managed Account clients’ assets. Our Managed Account clients receive account statements directly from their qualified custodians. We urge our Managed Account clients to carefully review the statements received from the qualified custodians and compare them to the reports we send.

In connection with discretionary authority over our Client accounts, we have the authority to determine, without obtaining specific Client consent, which securities to buy or sell and the amount of securities to buy or sell, the broker through which we effect trades, and the commission rates at which we effect trades. In exercising this authority, we adhere to the investment strategy and program set forth in each of the Caspian Funds’ private placement memoranda and the governing documents of our Clients, including the operating agreements with our Managed Account clients and operating documents of certain Caspian Funds. Our authority is subject to investment limitations and guidelines contained in these documents. Each investor in the Caspian Funds is required to complete our subscription documents (or an equivalent document) to acquire an interest in the fund, which, among other things, confirms that the investor has reviewed the relevant disclosure document describing the scope of our authority and the inability of any investor to direct our trading activities. Prior to providing investment advice to a Managed Account, the Managed Account appoints Caspian as agent for the portfolio that we manage. The advisory agreement gives us discretionary authority to buy or sell assets in the amounts and at the prices that we determine.

Because Clients have delegated the power to vote their securities to our firm, we have implemented proxy voting policies and procedures in accordance with securities laws and our fiduciary obligations to our Clients. We always strive to vote Client proxies in a manner consistent with the Clients’ best interests and that seeks to protect or enhance shareholder returns. Our policies are designed to prevent our officers, directors and employees from being influenced by outside sources whose interests conflict with our Clients’ interests. We have retained Broadridge Investor Communication Solutions, Inc. (“Broadridge”), an unaffiliated third-party proxy voting research service that also provides voting guidelines and recommendations through an arrangement with Glass, Lewis & Co LLC (“GL”), to assist us in researching and voting proxies. While we ultimately make all voting decisions, we generally expect to vote in accordance with GL recommendations. Caspian retains the right to depart from GL’s recommendation on any given vote, provided that the details of the vote and the rationale for the departure are documented. In such cases, or when GL

does not issue a recommendation, Caspian will use its best judgment to vote such proxies on behalf of its affected Clients. We have reviewed and approved GL’s proxy voting guidelines and we believe that the guidelines accurately reflect our objective standards in voting practices. As part of the annual review of Caspian’s compliance program, Caspian will assess and document the overall adequacy of this proxy voting program and the services provided by Broadridge and any other proxy advisory firms utilized in accordance with internal policy and procedure. Potential Conflicts of Interest While we always seek to effect proxy voting in the best interests of our Clients, there may be instances where voting Client proxies presents an actual or a perceived conflict of interest between our firm or employees and our Clients. Some examples in which potential conflicts of interest may arise include situations: •

where Caspian manages assets or provides other financial services or products to, or otherwise has a direct business relationship with, a company whose management is soliciting proxies;

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where a Caspian representative serves on the board of directors of a public company soliciting proxies;

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where Caspian has a business relationship with the proponent of a nonmanagement proxy proposal; or

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where Caspian or its employee involved in casting proxy ballots may have a personal interest in the outcome of a particular matter before shareholders.

As noted above, Caspian generally votes proxies in accordance with recommendations provided by a third-party service provider (GL) pursuant to pre-determined policies, thus minimizing the likelihood of conflict affecting Caspian’s vote. Recordkeeping Caspian or Broadridge maintain records of (i) all proxy statements and materials received on behalf of Clients; (ii) all proxy votes that are made on behalf of the Clients; (iii) all documents that were material to a proxy vote; (iv) all written requests from Clients regarding voting history; and (v) all responses (written and oral) to Clients’ requests. Upon request, any of our Clients or any of the investors in Caspian Funds can obtain (i) a copy of our proxy voting policies and procedures and (ii) information concerning proxy voting on its behalf.

B.

In some situations, we will not have the authority to vote on certain Clients’ securities. In these cases, Clients are able to request information concerning the reason why we do not have the authority to vote on Clients’ securities.

We do not require nor do we solicit prepayment of more than $1,200 in fees per Client, six months or more in advance.

B.

We are not aware of any financial condition that is likely to impair our ability to meet our contractual commitments to our Clients.

C.

Our firm has never been the subject of a bankruptcy petition.