Moore Capital Management, LP: investment adviser

This brochure, particularly Items 5, 6, and 8, provides information based on Moore Group’s management of the Moore Specialty Credit Fund III, LP, Moore Specialty Credit Master Fund III, LP, Moore Specialty Credit Fund III (Offshore), LP (together with Moore Specialty Credit Fund III, LP , the “Feeder Funds”) and Moore Specialty Credit Master Fund III (Offshore), LP (together with Moore Specialty Credit Master Fund III, LP, the “Master Funds”). We sometimes refer to the Feeder Funds and the Master Funds together as the “Fund.” Other Specialty Credit Funds managed by Moore Group are closed to new investors, and information specific to them is available in their respective governing documents (defined below). Moore Group generally effects the specialty credit strategies through a “master-feeder” fund structure whereby an “onshore” fund and an “offshore” fund invest substantially all of their assets as “feeder funds” into an offshore master fund and an onshore master fund. For convenience, we will sometimes refer to each feeder fund, and the master fund(s) in which it invests, as a “Specialty Credit Fund” and collectively as the “Specialty Credit Funds.” With respect to any particular investment, an onshore Specialty Credit Fund and an offshore Specialty Credit Fund will invest through the appropriate master fund depending upon the tax characteristics of the investment. Investors in either the onshore or offshore Specialty Credit Fund will share in the returns of both master funds. The General Partner expects that many of the Specialty Credit Funds’ investments will be made through special purpose vehicles owned by the master funds such that each investment will be owned by a distinct bankruptcy remote vehicle. The General Partner believes that this structure will allow the Specialty Credit Funds to finance their investments on a stand-alone basis without impacting other investments. Moore SC Fund GP III, LP, serves as the General Partner of the Fund, and Moore ABS Fund GP, LP and Moore SC Fund GP II, LP, serve as the General Partners of the other Specialty Credit Funds and will make all investment and disposition decisions for the Specialty Credit Funds. Each General Partner is an affiliate of Moore Capital Management. Each General Partner will delegate certain aspects of the management of the Specialty Credit Funds to Moore Capital Management, provided that the management and the conduct of the activities of the Specialty Credit Funds shall remain the ultimate responsibility of the respective General Partners, and all decisions relating to the selection and disposition of the Specialty Credit Funds’ investments shall be made exclusively by the respective General Partners. As of December 31, 2025, Moore Group had approximately $23,697,886,000 in regulatory assets under management, all managed on a discretionary basis.

Moore Group’s management of each Specialty Credit Fund, and the terms of any investor’s investment in a Specialty Credit Fund, are governed exclusively by the terms of that Specialty Credit Fund’s organizational documents, private offering memorandum or other disclosure documents, limited partnership agreement (if any), investment management agreement, and subscription agreement (the “governing documents”). All discussions in this brochure of the Specialty Credit Funds, their investments, the strategies Moore Group uses in managing the Specialty Credit Funds, and the fees associated with an investment in the Specialty Credit Funds are qualified in their entirety by reference to the Specialty Credit Funds’ governing documents. This brochure and the material contained herein is not meant to be, nor shall it be construed as, an offer or solicitation of an offer for the purchase or sale an interest in the Specialty Credit Funds. Information about Moore Group’s management of other private investment funds (“Other Funds”) is available in a separate brochure. The Specialty Credit Funds and Other Funds are sometimes referred to in this brochure collectively as the “Funds.”

For purposes of the management fee calculation, any indebtedness incurred by a Master Fund in lieu of a drawdown of capital commitments that is secured by remaining capital commitments shall be treated as capital contributions Notwithstanding the foregoing, the General Partner may afford particular limited partners more favorable terms with respect to management fees pursuant to a special management fee arrangement between such limited partner and the General Partner. It is expected that any amounts attributable to investment by Mr. Bacon, the General Partner, Moore Capital Management, their affiliates and certain related persons (including officers and employees of Moore Capital Management) will not be subject to the management fee. Organizational Expenses. The Fund will bear all costs and expenses directly or indirectly incurred in connection with the formation and organization of, and sale of interests in, the Fund and the General Partner or otherwise relating thereto, including without limitation the organizational costs and expenses of any intermediate entity through which a Feeder Fund invests in a Master Fund, as determined in good faith by the General Partner, including placement fees and out-of-pocket legal, accounting, printing, travel, filing fees and expenses, marketing expenses and the fees and expenses of meeting with actual or

potential limited partners, up to an amount not to exceed $1 million. Organizational expenses in excess of this amount will be paid by Moore Capital Management. Other Expenses. Moore Capital Management will pay all normal operating expenses incidental to the provision of the day-to-day administrative services to the Fund, including its own overhead. To the extent practicable, third-party costs will be charged to portfolio investments. Except to the extent paid by an issuer of a portfolio investment or any other person (except the General Partner, Moore Capital Management or their affiliates), the Fund will pay the fees, costs, expenses and liabilities that are incurred by or arise out of the operation and activities of the Fund, as determined by the General Partner in its sole discretion, including but not limited to: (a) the management fee; (b) the fees and expenses relating to consummated investments, unconsummated investments (including any broken-deal expenses, reverse break-up fees and expenses and costs that would have been allocable to co‐investors had such proposed transaction or investment been consummated, if the amount allocable to such co‐investors is not paid by such parties) and temporary investments, including (i) the investigation, evaluation, acquisition, holding, servicing, development and disposition thereof, and including any management fee or incentive or performance-based fee charged at the level of an investment, in each case to the extent that such fees and expenses are not reimbursed by an investment or other third person, (ii) any travel (including the cost of first class or business class commercial airfare and other air travel), car or ride sharing services, other modes of transportation, meals, lodging and entertainment, and other meals and entertainment relating to any of the foregoing, including in connection with consummated and unconsummated investment and disposition opportunities, (iii) the cost of third party servicers, if any, engaged by Moore Capital Management or the Fund to provide services in respect of the Fund’s investments, (iv) all costs incurred in connection with, related to, or arising from the performance of sponsor activities, including all costs of organizing, structuring, and underwriting securitization transactions or vehicles) and (v) expenses related to exiting investments, including sourcing, evaluating and executing sales of investments or senior or subordinate interests therein, securitizations, refinancings or secondary sales of investments (even if such disposition or exit is not consummated); (c) fees, costs and expenses relating to sourcing partners (including amounts paid to sourcing partners or fees and expenses incurred in establishing or entering into relationships with sourcing partners); (d) interest on and fees and expenses related to or arising from any indebtedness (including interest thereon) or financing or hedging activities of the Fund; (e) premiums for insurance protecting the Fund, any other related investment funds and any covered person from liabilities to third persons in connection with the Fund’s investment and other activities; (f) legal, custodial, administration, filing, auditing, accounting, regulatory and compliance expenses, including expenses associated with (i) the preparation of the Fund’s financial statements, tax returns and Schedule K-1s, as applicable, and the representation of the Fund or its respective partners by the “partnership representative”, as applicable, including expenses paid or incurred in connection therewith and other regulatory or other filings with national, state, provincial or local regulatory authorities in any country or territory, and (ii) the Fund’s compliance with any U.S. federal, state, local, non-U.S. or other law, rule or regulation including FATCA, preparation of Forms PF and PQR and U.S. Treasury forms in each case as relates specifically to the Fund and its Investments, but excluding, for the avoidance of doubt, the costs of the Manager’s general compliance with the Investment Advisers Act of 1940 (“Advisers Act”) (such as preparation and updating of Form ADV); (g) banking, trustee, consulting, prime brokerage and other professional expenses; (h) appraisal and valuation expenses; (i) expenses related to organizing persons through or in which investments may be made; (j) costs and expenses that are classified as extraordinary expenses under generally accepted accounting principles; (k) taxes and

other governmental charges, fees and duties payable by the Fund, including charges and fees related to tax compliance and tax administration; (l) damages; (m) expenses associated with the Fund’s administration and reporting, including any partners’ meeting and the costs of reporting to the partners of the Fund and to governmental authorities with respect to such partners, the Fund or the Fund’s activities and investments; (n) costs of winding up and liquidating the Fund; (o) all annual registration fees and registered office fees and expenses; (p) expenses of market data services, analytical tools and related software systems; (q) expenses incurred in connection with the Fund’s Investor Advisory Committee, including meetings thereof; (r) costs of fulfilling the bonding requirement under ERISA (as defined below), if applicable; and (s) organizational expenses. The Fund pays brokerage commissions on its transactions at rates negotiated for it by Moore Capital Management. The Fund pays all fees and expenses incurred in relation to consummated investments, unconsummated investments (including any broken-deal expenses, reverse break-up fees and expenses and costs that would have been allocable to co‐investors had such proposed transaction or investment been consummated, if the amount allocable to such co‐investors is not paid by such parties) and temporary investments. A detailed list of such fees and expenses is set out in the Fund’s governing documents. Each Feeder Fund indirectly pays its pro rata share of the transaction costs of the Master Fund(s) in which it invests. Please see Item 12, for more information about Moore Group’s brokerage practices. In addition, to the extent the Feeder Funds and/or the Master Funds, on the one hand, and Moore Capital Management, the General Partner and/or other funds, vehicles and/or accounts managed by Moore Capital Management or an affiliate, on the other hand, incur costs or expenses that are applicable to more than one of them, Moore Capital Management and/or the General Partner will allocate such expenses among the Feeder Funds and/or the Master Funds and such other persons in a manner that Moore Capital Management and/or General Partner determines to be fair and reasonable, notwithstanding its interest in the outcome. Termination. The Fund’s investment management agreement may be terminated by the Fund or by Moore Group without penalty upon written notice. An investment management agreement may not be assigned by a party without the prior written consent of the other party or parties. Transfer and Withdrawal. Limited partners generally may not sell, transfer or pledge their interests in the Fund except as permitted by the applicable partnership agreement and with the consent of the General Partner. Limited partners generally may not voluntarily withdraw from the Feeder Funds. Portfolio Company Fees. Moore Group may charge portfolio investment directors’ fees, transaction fees, investment banking fees, monitoring fees, advisory fees, break-up fees and other similar fees. An amount equal to 100% of all such fees paid by portfolio companies that are received by Moore Group, net of any unreimbursed expenses incurred by Moore Group in connection with unconsummated transactions, will be applied to reduce the management fee otherwise payable to Moore Capital Management. Management fee reductions will be carried forward if necessary. All such fees will be allocated among the Master Funds and any related co-investing entities on the basis of capital committed by each to the relevant investment.

Notwithstanding the foregoing, the General Partner may afford particular limited partners more favorable terms with respect to carried interest arrangements pursuant to a special arrangement between such limited partner and the General Partner. No carried interest will be assessed relative to the capital commitments of the General Partner or with respect to certain investments by persons affiliated with or controlled by Moore Capital Management, including Mr. Bacon. Moore Group does not currently manage any funds or other accounts that pay only a management fee. However, Moore Group may, in its discretion, manage other funds or accounts with higher or lower fees, and different fee structures, than the Fund.

investor certify that they are an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940. The Specialty Credit Funds also may impose qualification requirements with respect to non-U.S. investors. Investors in the Specialty Credit Funds generally are required to meet certain conditions. The minimum capital commitment for a limited partner in the Specialty Credit Funds is $10 million, although the General Partner may accept capital commitments of lesser amounts in its discretion. A Specialty Credit Fund may require investors to meet other qualifications as well, such as net worth, investment sophistication, and country of residence as well as completing the required subscription agreement. Interests in certain Specialty Credit Funds may not be available to investors in certain markets. In addition, Moore Group provides investment research services to third party investment managers. The provision of investment research services is generally limited to investment managers that previously were affiliated with Moore Group.

Investment Objective The Fund has been established by the General Partner to capitalize on the Moore Specialty Credit (“MSC”) Team’s experience investing in consumer finance, small business and commercial finance, housing finance, and other assets in the private asset backed finance space since 2016. The Fund’s primary investment objective is to achieve attractive, risk-adjusted returns on capital through a combination of current income to the Fund and capital appreciation and realized profits, while minimizing the risk of loss of principal. The Fund will seek to do this by taking what the General Partner believes is an opportunistic and relative value approach to investing across the private asset backed and specialty finance markets using the investment team’s core competency in structuring, credit asset modeling, sourcing, and capital markets experience and knowledge. The Fund will primarily invest in US assets but may also invest opportunistically in non-US assets in (i) the United Kingdom, Europe and Canada and (ii) in an amount up to 10% of total capital commitments, in issuers organized and operating principally outside the United States, the United Kingdom, Europe and Canada. There can be no assurance that the Fund will achieve its investment objective or generate positive returns. Past performance is not indicative of future results. Investment Strategy Portfolio Allocation, Diversification, Targeting and Structuring The investment team believes that the Fund’s target specialty credit sectors offer much needed diversification to prospective investors’ portfolios. Since the Global Financial Crisis, credit extended from traditional sources such as banks and other financial institutions declined dramatically. This contraction provided an opportunity to private specialty lenders, notably in the corporate credit space, that flourished and attracted large amounts of institutional capital. In the investment team’s opinion, the inclusion of private asset backed finance including consumer, small business and commercial, as well as housing finance related credit risk, among others, provides much needed diversification to investors overall portfolios. Investment Process. The following is a general description of the investment team’s investment process. These steps are not necessarily followed in connection with each investment, and the process is continually evolving. In making an investment in the Fund, investors should understand that they are entrusting the

investment team to identify and implement appropriate investment strategies and techniques in respect of the Fund, including with respect to the due diligence, execution and monetization of investments.

Research and Sourcing The investment team believes that the Fund will derive competitive advantages from the prior experience and investment activities of the investment team, as well as Moore Capital Management broadly. The investment team takes a top-down approach in some cases to help identify opportunities in the private asset backed market to actively pursue. Asset Due Diligence A large part of the investment process of the Fund involves the analysis of the creditworthiness and expected performance of the borrowers as well as the collateral packages associated with the loans, receivables and assets which the investment team ultimately invests in. Originator/Operating Partner Due Diligence The investment team spends a great deal of time researching the underwriting standards of the originators from which it purchases assets or whom it lends to. The team works to ensure that the originators processes are robust and meet its high standards for borrower qualification and operational durability. Data Collection Data and data collection methods are a critical part of the process of analysis when underwriting an investment. Loan and Cashflow Modeling The investment team has developed a rigorous investment process that incorporates the most critical factors in assessing the future performance of an investment and asset, leveraging Moore Group’s proprietary modeling and analytic tool, and cash flow forecasting engine. Structuring A critical part of the investment team’s process is the structuring of a transaction. Structuring on the investment side can be as important, if not more important, than many other factors in the process both on the asset purchase and financing side of a transaction. Financing As it relates to the financing of an investment, a core part of the investment strategy for the Fund is seeking durable forms of financing for the Fund’s investment when necessary.

Assessment of Relative Value, Risk Reward and Recreation Value Assessing the relative value and overall risk reward is a critical part of the investment process. Investment Memorandum Process During the sourcing and evaluation process the investment team develops differing stages of pipeline and investment memoranda detail. Investment Decisions All transactions require the approval of the Head of the Specialty Credit Team, though decisions are expected to be made in consensus-driven portfolio and pipeline discussion meetings, happening at least on a weekly basis, in which the various members of the investment team are present. Surveillance The investment team also meets as needed to review the existing portfolios in order to review existing performance, manage at-risk investments and discuss potential exit strategies for existing transactions. Realization and Exit In general, the Fund’s strategy is constructed as a buy-and-hold. However, the investment team will evaluate each investment on a case-by-case basis as part of the investment team review and surveillance process. CERTAIN RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST An investment in the Fund involves a significant degree of risk, relating both to the types of investments contemplated by the Master Funds as well as the Master Funds’ ability to achieve their investment objectives. Before purchasing an interest in the Fund, prospective investors should carefully consider the following risk factors, as well as the other information provided in the Fund’s private placement memorandum and other governing documents. There can be no assurance that the Fund’s investment objectives will be achieved or that an investor will receive a return of its capital. As such, an investor in the Fund should have the ability to sustain the loss of its entire investment in the Fund. The following discussion does not purport to be an exhaustive explanation of all of the risks and significant considerations involved in a purchase of an interest in the Fund, and prospective investors must rely on their own examination of, and their own ability to evaluate, the nature of an investment in the Fund, including all of the risks involved in making such an investment. Prospective investors are urged to read the private placement memorandum its entirety, and each prospective investor should consult with such prospective investor’s own advisors and legal counsel before purchasing an interest in the Fund.

A prospective investor should only invest in the Fund as part of an overall investment strategy and only if the investor is able to withstand a total loss of its investment in the Fund. Prospective investors should not construe the performance of earlier investments by Moore Capital Management or any of the other investment funds managed by Moore Capital Management as providing any assurances regarding the future performance of the Fund. The fact that any of the risk factors listed below failed to occur in the past, or occurred but did not have a material adverse effect on Moore Capital Management or any of the investment funds managed by Moore Capital Management, should in no way be considered an indication that such risk factor(s) will not occur in the context of the Fund or, if they occur, that they will not have a material adverse effect on the Fund. GENERAL RISKS RELATING TO AN INVESTMENT IN THE FUND No Assurance of Achieving Investment Objectives; Risk of Loss Moore Capital Management cannot provide any assurance that it will be able to select, make and/or realize investments. There is no assurance that the Fund will be able to generate returns for its limited partners or that the returns will be commensurate with the risk of investing in the types of assets and transactions described in the Fund’s private placement memorandum. There can be no assurance that the Fund’s investment objectives will be met or that limited partners will receive a return of all their capital commitments. Therefore, a limited partner should only invest in the Fund if the limited partner can withstand a total loss of its investment. Uncertainty of Targets There can be no assurance that the target return of the Fund will be achieved. In considering the target return, prospective investors should bear in mind that such targeted performance is not a guarantee, projection or prediction and is not indicative of future results of the Fund. Actual net returns in any given year may be lower than the target return. Even if the target return is met, actual returns to investors may be lower due to expenses, taxes, structuring considerations and other factors. In addition, the target return may be adjusted at the discretion of Moore Capital Management without notice to investors in light of available investment opportunities or changing market conditions. Moore Capital Management believes that the target return for the Fund is reasonable based on a combination of factors, including the investment team’s general experience and the assessment of prevailing market conditions and investment opportunities. There are, however, numerous assumptions that factor into the target return that may not be consistent with future market conditions and that may significantly affect actual investment results. Such assumptions include, but are not limited to: (i) Moore Capital Management’s ability to adequately assess the risk and return potential of investments; (ii) the availability of suitable investment opportunities; and (iii) various measurements and parameters relating to Moore Capital Management’s expected outlook for certain global and local economies, markets and asset classes. No representation or warranty is made as to the reasonableness of the assumptions made or that all assumptions used in calculating the target return have been stated or fully considered. Prospective investors reviewing the target return contained herein must make their own determination as to the reasonableness of the assumptions and

the reliability of the target return. Actual results and events may differ significantly from the assumptions and estimates on which the target return is based. No Operating History for the Fund; Past Performance Although Moore Capital Management has significant experience investing pursuant to the strategies to be implemented on behalf of the Fund, this Fund is newly formed and has no operating history. No guarantee or representation is made that the Fund will achieve its objective or avoid substantial losses. Further, the past performance of the other accounts managed or advised by Moore Capital Management or its affiliates, such as private commingled funds for which Moore Capital Management implements a strategy generally similar to be implemented for the Fund, is not indicative of the future performance of the Fund. Past performance is never indicative of future results. Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss Although the various risks discussed herein are generally described separately, investors should consider the potential effects of the interplay of multiple risk factors. When more than one significant risk factor is present, the risk of loss to an investor may be significantly increased. Long-Term Investments Even if the Fund’s investments prove successful, they are unlikely to produce a realized return to investors in excess of their cost basis for a number of years. Investor Suitability An investment in the Fund will not be appropriate for all investors. An investment in the Fund involves a high degree of risk and is intended only for sophisticated investors who are capable of understanding and assuming the risks involved. Any investor interested in acquiring interests in the Fund should conduct its own investigation and analysis of the product and consult its own professional advisers as to the risks involved in making such an investment. Investment Environment Many factors affect the appeal and availability of investments that are the focus of the Master Funds. The activities of the Master Funds’ investments could be materially adversely affected by instability in the United States or global financial markets, or changes in market, economic, political, technological, regulatory or social conditions, as well as by numerous other factors outside the control of either the General Partner or Moore Capital Management or their respective affiliates. Interest rates and general levels of economic activity may affect the value and number of investments made by the Master Funds or considered for prospective investment. In addition, disruptions in the global debt markets may affect the price of, as well as the ability to make, certain types of investments. Such disruptions may have a direct or indirect negative effect on a wide range of issuers and may increase the likelihood that such issuers will be unable to make principal and interest payments on, or refinance, outstanding debt when due. Moreover, the risk that such disruptions will affect an issuer’s ability to pay its debts and obligations when due is enhanced if such issuer in turn provides credit to third parties or otherwise participates in the credit markets. In the event of such

defaults, the Master Funds could lose both invested capital in, and anticipated profits from, any affected investments. General Market and Economic Conditions General economic conditions may affect the Fund’s activities. Changing economic, political, regulatory or market conditions, interest rates, general levels of economic activity, the price of securities and debt instruments and participation by other investors in the financial markets may affect the value and number of investments made by the Fund or considered for prospective investment. The value of investments may fluctuate in accordance with changes in the financial condition of portfolio companies and other factors that affect the markets in which the Fund invests. Economic, political, regulatory or market developments can affect a single obligor, obligors within an industry, economic sector or geographic region, or the market as a whole. Different parts of the market and different types of investments can react differently to these developments. Every investment has some level of market volatility risk. Economic slowdowns or downturns could lead to financial losses in the Fund’s investments. In addition, many portfolio companies may be similarly subject to the same economic conditions, which could adversely impact the ability to repay loans made by the Fund. The Fund May Incur Substantial Losses If the Fund incurs substantial losses, the remaining asset base could be so reduced that the prospects for achieving the Fund’s investment objective, as the case may be, would be materially impaired. Because investors both acquire interests in, and make capital contributions to, the Fund at different times, certain investors may experience a loss on their interests even though other investors, and the Fund as a whole, are profitable. Some investors may also elect to receive a distribution when others are required to reinvest that distribution. Consequently, even the past performance of the Fund itself is not representative of each investor’s investment experience in it, and is no guarantee of future results. In addition, certain factors described below that may affect the performance of the Fund’s investment portfolio will be exacerbated, and the performance of the Master Funds (and each Feeder Fund) will be adversely affected, by macroeconomic factors, which may include but are not limited to, such things as general economic conditions affecting capital markets and participants therein (such as the issuers of fixed income investments). Such macroeconomic factors include (i) the economic downturns and uncertainties affecting economies and capital markets worldwide; (ii) interest rates and monetary policy; (iii) financial performance, accounting and other issues relating to various companies; (iv) potential changes in applicable tax and securities laws and regulations; and (v) potential changes in accounting and reporting standards. Use of Models In addition to other analytical tools, Moore Capital Management will use financial models to evaluate investment opportunities. The accuracy and effectiveness of such models cannot be guaranteed. In all cases, projections are only estimates of future results which are based upon assumptions made at the time that the projections are developed. Projections are inherently uncertain and subject to factors beyond the control of Moore Capital Management and the investment in question. The inaccuracy of certain assumptions, the failure to satisfy certain financial requirements and the occurrence of

unforeseen events could impair the ability of Moore Capital Management to realize projected values and/or cash flow in respect of an investment. Therefore, there can be no assurance that the projected results will be obtained and actual results may vary significantly from the projections. General economic and industry-specific conditions, which are not predictable, can also have an adverse impact on the reliability of projections. Global Economic Risk National and regional economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country, region or market might adversely impact issuers in a different country, region or market. Changes in legal, political, regulatory, tax and economic conditions may cause fluctuations in markets and securities prices around the world, which could negatively impact the value of the Fund’s investments. Major economic or political disruptions, particularly in large economies like China’s, may have global negative economic and market repercussions. Additionally, events such as war, terrorism, natural and environmental disasters and the spread of infectious illnesses or other public health emergencies may adversely affect the global economy and the markets and issuers in which a fund invests. These events could reduce consumer demand or economic output, result in market closure, travel restrictions or quarantines, and generally have a significant impact on the economy. These events could also impair the information technology and other operational systems upon which the Fund’s service providers, including the investment adviser, rely, and could otherwise disrupt the ability of employees of the Fund’s service providers to perform essential tasks on behalf of the Fund. Governmental and quasigovernmental authorities and regulators throughout the world have in the past responded to major economic disruptions with a variety of significant fiscal and monetary policy changes, including but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, could increase volatility in securities markets, which could adversely affect the Fund’s investments. Legal and Regulatory Changes Legal, tax and regulatory changes could occur that may adversely affect the Fund, the limited partners or Moore Capital Management, in particular to the extent any such changes impact funds and investment vehicles. There have been recent changes in the regulatory environment for such funds and investment vehicles and the regulatory environment for funds and investment vehicles, holders of securities thereof and lenders thereto continues to evolve. Changes in regulation may adversely affect the value of investments held by the Master Funds and the ability of the Master Funds to pursue their investment strategies. Although the Funds, the General Partner and Moore Capital Management will endeavor to comply with the requirements of all current regulatory regimes and any changes thereto applicable to them, the treatment of such entities and their activities is often uncertain and may frequently depend on determinations of fact and interpretations of complex provisions of law and regulation for which there may be no clear precedent or authority. Where no clear precedent or authority is available, the Fund, the General Partner or Moore Capital Management may employ standard industry practice or conventions, as well as its own internal policies and procedures, to guide its compliance efforts. There can be no assurance, however, that such practice, conventions, policies and procedures ultimately will be considered compliant, and as a result, the Fund, despite the efforts of the foregoing entities, may be exposed to liability, possibly on a retroactive basis, as

practice, conventions, policies or procedures change or are challenged or the procedures for compliance with the regimes to which such entities are subject become clearer. Moreover, the regimes to which such entities are subject may be administered on a variable basis and are generally under review by government authorities in the various jurisdictions in which such entities have activities, sometimes resulting in revised interpretations of seemingly established concepts. The treatment of such entities or their activities may be modified by administrative, legislative or judicial interpretation at any time, and any such action may affect investments or commitments previously made. In addition, as a result of such changes, the structure and activities of such entities may be challenged, or the costs of compliance may become burdensome. Accordingly, the Fund and the limited partners could be adversely affected by any of such changes in laws, regulations, interpretations or the administration thereof. In particular, the advisory business of Moore Capital Management and the Fund are subject to extensive regulation, including periodic examinations by governmental agencies and self-regulatory organizations or exchanges in the United States. Over the past decade, global regulatory oversight of fundraising activities and changes in law relating to the alternative asset management industry have been particularly acute. This additional scrutiny has included, among other things, increased registration, oversight and regulation of alternative asset management firms and disclosure with respect to these firms and the vehicles they sponsor or advise, which could impact the Master Funds and their investment activities. Such oversight and regulation may cause the Fund to incur additional expenses, may divert the attention of Moore Capital Management and its personnel and may result in sanctions or fines if the Fund is deemed to have violated any regulations. Regulation generally, as well as regulation more specifically addressed to the alternative asset management industry, including tax laws and regulation, could increase the cost of acquiring, holding or divesting investments, the cost of operating the Fund, the solvency or viability of borrowers. Absence of Certain Regulatory Protection As the Fund is not required to be registered as an investment company, certain protections of the Investment Company Act of 1940 will not be available to the Fund or its limited partners. In addition, because the General Partner is exempt from registration with the CFTC as a commodity pool operator (“CPO”) with respect to the Fund and as a commodity trading advisor, limited partners will not have the benefit of CFTC regulatory oversight. Notwithstanding the foregoing, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) imposes burdensome reporting and recordkeeping requirements on the Fund. The Fund intends to trade with dealers who will be required by regulation or will undertake to fulfill the Fund’s Dodd-Frank mandated reporting requirements. The costs associated with such compliance may result in certain investment strategies in which the Fund engages or may have otherwise engaged becoming non-viable or non-economic to implement. European Union Directive on Alternative Investment Fund Managers The European Union (“EU”) Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (the “AIFMD”), where implemented in a member state of the European Economic Area

(“EEA Member State”), applies to alternative investment fund managers (“AIFMs”) which manage and/or market alternative investment funds (“AIFs”) in the European Economic Area (“EEA”). For an AIFM established in a jurisdiction other than an EEA Member State which implemented the AIFMD (a “non-EEA AIFM”) marketing an AIF, the AIFMD requires that, at a minimum, the nonEEA AIFM must provide certain disclosures to EEA investors in the AIF, as well as provide reports on a regular basis to the regulator in each EEA Member State where the AIF is marketed. In addition, the AIFMD includes a requirement that there must be cooperation arrangements in place between the regulators in each of: (i) the jurisdiction where the non-EEA AIFM is established; (ii) each EEA Member State into which the AIF is being marketed; and (iii) the jurisdiction where the AIF is established (if different from (i) and (ii)). Individual EEA Member State regulators may also impose additional marketing restrictions on a national basis. As such, the provisions of the AIFMD may limit Moore Capital Management’s ability to market the Fund in the EEA Member States. The United Kingdom (“UK”) has equivalent rules to those in the AIFMD, since the AIFMD has been implemented under the UK Alternative Investment Fund Managers Regulations 2013 (the “UK AIFM Regulations”), in the FCA Handbook and retained as UK law by the European Union (Withdrawal) Act 2018 (the “EUWA”). Accordingly, although the Fund is not organized in the UK, and is not authorized or regulated by the UK FCA, similar requirements and consequences to those discussed above would arise where the Fund is marketed to investors domiciled or with a registered office in the UK. MiFID II The EU Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation (Regulation (EU) No 600/2014) (together, “MiFID II”) govern the provision of investment services and activities in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective investment schemes and derivatives. MiFID II was required to be implemented in EU member states from January 3, 2018. Although the Master Funds are not organized in the EU, and are not authorized or regulated by any EU member state financial services regulator, certain aspects of MiFID II may have an impact on the Master Funds. MiFID II imposes certain restrictions as to the trading of shares and derivatives, which could apply to transactions made by or with the Master Funds. Subject to certain conditions and exceptions, the Master Funds may be unable to trade shares or derivatives with or through affected EU regulated firms (e.g., EU broker-dealers) other than as provided by MiFID II. More generally, EU regulated firms that have trading relationships with the Master Funds may be obliged by MiFID II to impose certain requirements on the Master Funds, or they may seek to do so contractually, with a view to satisfying their own compliance obligations. It is difficult to predict the full impact of MiFID II on the Master Funds. Prospective investors should also be aware that there may be costs (whether direct or indirect) of compliance with MiFID II. The UK has equivalent rules to those in MiFID II. Accordingly, although the Master Funds are not organized in the UK, and are not authorized or regulated by the UK FCA, similar consequences to those discussed above would arise when trading with or through UK regulated firms and/or holding

positions in commodity derivatives traded on UK trading venues and in economically equivalent OTC derivatives. European Market Infrastructure Regulation The European Market Infrastructure Regulation (Regulation (EU) No 648/2012) (“EMIR”) entered into force on August 16, 2012. EMIR introduced certain requirements in respect of derivative contracts, which apply primarily to “financial counterparties” (“FCs”) such as EU authorized investment firms, credit institutions, insurance companies, UCITS and AIFs as well as non-EU AIFs which are managed by AIFMs authorized under AIFMD. EMIR also applies to “non-financial counterparties” (“NFCs”) which are entities established in the EU which are not FCs. NFCs whose transactions in OTC derivative contracts exceed EMIR’s prescribed clearing thresholds (“NFC+s”) are generally subject to more stringent requirements under EMIR than NFCs whose transactions in OTC derivative contracts do not exceed such clearing thresholds (including because such contracts are excluded from the threshold calculation on the basis that they are concluded in order to reduce risks directly relating to the NFC’s commercial activity or treasury financing activity) (“NFC-s”). Additionally, amendments made to EMIR in 2019 introduced relief from central clearing requirements for those FCs which do not exceed prescribed clearing thresholds (“FC-s”). FCs which do exceed such clearing thresholds are referred to hereafter as “FC+s”. Broadly, EMIR’s requirements which apply to derivative users in respect of derivative contracts include: (i) mandatory clearing of OTC derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of uncleared OTC derivative contracts, including the bilateral exchange of collateral; and (iii) reporting and record-keeping requirements in respect of all derivative contracts. As the Master Funds are established outside the EU and are not managed by an AIFM authorized under AIFMD, the Master Funds are not directly subject to the requirements of EMIR; however, where the Master Funds transact with in-scope EU counterparties, such counterparties may be required to apply certain provisions of EMIR so that the EU counterparty can fulfill its regulatory obligations and ensure that the transaction is EMIR-compliant. Where certain thresholds are exceeded, the cost of complying with EMIR, especially the cost of collateral required to meet variation and initial margin requirements associated with OTC transactions and clearing and the risk mitigation measures, may materially impact the Master Funds’ returns and their ability to trade with certain counterparties. The EU regulatory framework and legal regime relating to derivatives is set out not only by EMIR but also by MiFID II. In particular, MiFID II requires transactions between FC+s and NFC+s in certain sufficiently liquid OTC derivatives to be executed on a trading venue which meets the requirements of the MiFID II regime (the “Derivatives Trading Obligation” or “DTO”). This trading

obligation will also extend to FC+s and NFC+s which trade with third country counterparties that would be classed as FC+s or NFC+s if they were established in the EU. Prospective investors should be aware that the costs of complying with the requirements of EMIR and MiFID II could significantly raise the costs of entering into derivative contracts and that EMIR may adversely affect the Master Funds’ ability to engage in certain transactions in derivatives. The UK has equivalent rules to those in EMIR (“UK EMIR”), since EMIR has been retained as UK law by EUWA, and also UK rules equivalent to that of the DTO under MiFID II (“UK DTO”). As the Master Funds are established outside the UK and are not managed by a UK AIFM (as defined in the FCA Handbook), the Master Funds are not directly subject to the requirements of UK EMIR or the UK DTO; however, where the Master Funds transact with in-scope UK counterparties, such counterparties may be required to apply certain provisions of UK EMIR so that the UK counterparty can fulfil its regulatory obligations under UK EMIR and the UK DTO. As a result, the Master Funds may be subject to additional contractual obligations and/or costs that may not otherwise have applied. Brexit The UK ceased to be a member of the EU on January 31, 2020 (“Brexit”). During a prescribed period (the “Transition Period”), which ended on December 31, 2020, certain transitional arrangements were in effect, such that the UK continued to be treated, in most respects, as if it were still a member of the EU, and generally remained subject to EU law. On December 24, 2020, the EU and the UK reached an agreement in principle on the terms of certain agreements and declarations governing the ongoing relationship between the EU and the UK, including the EU-UK Trade and Cooperation Agreement (the “TCA”). The TCA is limited in its scope primarily to the trade of goods, transport, energy links and fishing; in particular the TCA does not make any meaningful provision for the financial services sector. Uncertainties remain relating to certain aspects of the UK’s future economic, trading and legal relationships with the EU and with other countries. The impact of such events on the Fund is difficult to predict but they may adversely affect the return on the Fund and its investments. There may be detrimental implications for the value of certain of the Fund’s investments, its ability to enter into transactions or to value or realize such investments or otherwise to implement its investment program. It is possible that certain of the Fund’s investments may need to be restructured to enable the Fund’s objectives to be pursued fully. This may increase costs or make it more difficult for the Fund to pursue its investment objectives. Cybersecurity Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. As part of its business, Moore Capital Management (and its affiliates) process, store and transmits large amounts of electronic information, including information relating to the transactions of the Fund and personally identifiable information of the limited partners. Similarly, service providers of the Fund and Moore Capital Management may process, store and transmit such information, including the Fund’s administrator. Moore Capital Management and its affiliates do not control the cyber security plans and systems put in place by third party service providers, and such third party service providers may have limited indemnification obligations to Moore Capital Management or the Fund. The Fund could be negatively impacted as a result of such arrangements. Further, although Moore Capital Management

has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches, such measures cannot provide absolute security. Moore Capital Management’s information and technology systems may be vulnerable to damage or interruption from computer viruses or other malicious codes, network failures, computer and telecommunication failures, infiltration by unauthorized persons, and security breaches, government surveillance, usage errors by their respective professionals, defects in design or manufacture, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes, typhoons, earthquakes, wars, terrorist attacks and other similar events. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information, including nonpublic personal information related to limited partners (and their beneficial owners) and material nonpublic information. Measures designed to manage risks relating to these types of events cannot provide absolute security and could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. 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. If these systems are compromised, become inoperable for extended periods of time or cease to function properly, Moore Capital Management may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Moore Capital Management’s and/or the Fund’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors), material nonpublic information and intellectual property and trade secrets and other sensitive information in the possession of Moore Capital Management. A cybersecurity incident could have numerous material adverse effects, including on the operations, liquidity and financial condition of the Fund. Breach of Moore Capital Management’s information systems may cause information relating to the transactions of the Fund and personally identifiable information of the limited partners to be lost or improperly accessed, used or disclosed. Cyber threats and/or incidents could cause financial costs from the theft of Fund assets (including proprietary information and intellectual property) as well as numerous unforeseen costs including, but not limited to: litigation costs, preventative and protective costs, remediation costs and costs associated with reputational damage, any one of which could be materially adverse to the Fund. Such a failure could harm Moore Capital Management’s and/or the Fund’s reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. Any of the foregoing events could have a material adverse effect on the Fund and the limited partners’ investments therein. The service providers of Moore Capital Management and the Fund are subject to the same electronic information security threats. 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 Fund and personally identifiable information of the limited partners may be lost or improperly accessed, used or disclosed. In addition to risks to the Fund, investors are advised to ensure communication methods with the General Partner, Moore Capital Management and its affiliates, the administrator and any financial advisers or any other parties associated with their investment in the Fund are secure so as to prevent

fraudulent change of details or other fraudulent requests and communications from being submitted through, for example, their email accounts. Terrorist Action; Natural Disasters; Global Contagion There is a risk of terrorist attacks in the U.S. and elsewhere or acts of war, causing significant loss of life and property damage and disruptions in the local or global market. Economic and diplomatic sanctions may be in place or imposed on certain states and military action may be commenced. In addition, countries and regions in which the Master Funds invest, where Moore Capital Management has offices or where the Fund or Moore Capital Management otherwise does business are susceptible to natural disasters (such as fires, floods, earthquakes and hurricanes) and epidemics, pandemics or other outbreaks of serious contagious diseases. The occurrence of a natural disaster or epidemic could adversely affect and severely disrupt the business operations, economies and financial markets of many countries (even beyond the site of the natural disaster or epidemic). Such events have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Losses from such events are generally uninsurable. Ultimately, the potential impact of such events is unclear, but such events could have a material effect on general economic conditions, market liquidity or the operations of Moore Capital Management or the Fund. Epidemics and Pandemics Since 2003, the world has seen a number of outbreaks of new viral illnesses of varying severity, including Severe Acute Respiratory Syndrome (SARS), Middle East Respiratory Syndrome (MERS), the H1N1 Flu (Swine Flu), and COVID-19. The responses to these outbreaks have varied as has their impact on human health, local economies and the global economy, and it is impossible at the outset of any such outbreak to estimate accurately what the ultimate impact of any such outbreak will be. Protective measures taken by governments and the private sector to mitigate the spread of such illness, including travel restrictions and outright bans, quarantines, and work-at-home arrangements, and the spread of any such illness within the offices of Moore Capital Management and/or the Fund’s service providers, could seriously impair Moore Capital Management’s and/or the Fund’s service providers’ operational capabilities, potentially harming the Fund’s business and its operating results. Public Disclosure Obligations The Fund may be required to disclose confidential information relating to assets and their financial results to third parties that may request such information if and to the extent required by contract or by law or regulation applicable to the Fund, the General Partner or Moore Capital Management or any of their security holders, lenders or rating agencies. Such disclosure obligations may adversely affect certain investors, particularly investors who are not otherwise subject to public disclosure of information relating to the private holdings of funds in which they invest. Minority or Non-Controlling Investments The Master Funds may make minority or non-controlling investments. In these situations, there is the possibility that the company in which the Master Funds invest or other investors in such company may have economic or business interests or goals that are inconsistent with those of the Master Funds, and the Master Funds may have a limited ability to protect or influence the value of or exit their

investment in the entity. Although Moore Capital Management will monitor the performance of each investment, it will be the responsibility primarily of the management of any portfolio company to operate such company on a day-to-day basis. Moreover, although Moore Capital Management intends to procure appropriate creditor and shareholder rights to help protect the Master Funds’ interests, there can be no guarantee that any such rights that may be obtained will be sufficient to protect the Master Funds’ interests in every situation. Control Investments The Master Funds may be a lead or control a significant investor in the companies in which they invest. The Master Funds may not, however, have the right to participate in the day-to-day management, control or operations of the companies in which they invest, nor may they have the right to remove Moore Capital Managements thereof. Nonetheless, the Master Funds (alone, together, or together with other investors) may be deemed to have a control position with respect to companies in which the Master Funds invest, which could expose them to liabilities not normally associated with minority equity investments, such as additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability generally characteristic of business operations may be ignored. Not only can control investments take an inordinately long period to exit, but also the General Partner’s position of control can be highly resource-intensive and contentious. The General Partner and the Master Funds may from time to time, come into possession of material non-public information concerning specific issuers, although internal structures are in place to prevent misuse of such information. Use of Third-Party Research Consultants and “Expert Networks” Moore Capital Management or its affiliates may employ third-party research consultants and expert networks and such relationships may give rise to communications or discussions of material nonpublic information. “Expert network” is a term that is generally applied to a consulting firm that facilitates communications between their consulting clients and retained third-party professionals who possess particular business expertise and experience and agree to help the consulting clients better understand products, services, companies, business issues and industries. One potential risk of using an expert network is that the retained expert may communicate material nonpublic information about a company in breach of a confidentiality agreement, another duty, or otherwise in violation of U.S. federal or state securities laws. The inadvertent disclosure of material nonpublic information to Moore Capital Management, the General Partner or their affiliates may potentially limit the Master Funds’ ability to participate in certain investment opportunities or otherwise limit the investment decisions made when managing the Master Funds’ portfolio as discussed above. Another potential risk of using an expert network is that the expert may communicate trade secrets or other proprietary or confidential information about a company in breach of a duty of confidentiality or loyalty, the use of which may violate state law. Expedited Transactions Investment analyses and decisions by Moore Capital Management may be undertaken on an expedited basis in order to make it possible for the Master Funds to take advantage of short-lived investment opportunities. In such cases, the available information at the time of an investment

decision may be limited, inaccurate or incomplete. Furthermore, Moore Capital Management is unlikely to have sufficient time to fully evaluate information which is available. There is a significantly increased risk of making poor investments when they are made on an expedited basis. Risks Associated with Use of AI Tools General. In line with advances in computing technology, data analytics and related fields, there has been an increasing trend towards utilizing artificial generative intelligence, large language models, machine learning, artificial neural networks, artificial narrow intelligence, or similar tools, models and systems generally referred to as “artificial intelligence” (collectively, “AI Tools”) as part of portfolio management, trading, portfolio risk management and other applications in the investment management processes used by various market participants. Certain market participants have been (or are experimenting with) providing AI Tools with increasing levels of autonomy. Moore Capital Management may utilize AI Tools in connection with managing the Fund. AI Tools are (or may be) implemented in connection with pre- or post-investment analysis as part of descriptive, predictive or prescriptive analysis. While AI Tools are increasingly used in quantitative or algorithmic trading, AI Tools may also be used to perform sophisticated fundamental analysis, including the use of textual analysis, and to optimize asset allocations in the Fund’s investment portfolio. The outputs from such use of AI Tools are generally subject to review and oversight by humans prior to implementation in the Fund’s investment portfolio. Such oversight may include back-testing, bias testing, benchmark analysis or similar methods to assess the validity of results obtained. Although AI Tools have certain advantages and benefits for various applications, persons considering an initial or additional investment in the Fund should also be aware of some of its actual or perceived risks and downsides with respect to the Fund. In particular, many AI Tools are relatively recent developments and may be subject to one or more undetected errors, defects or security vulnerabilities. Some errors may be discovered only after an AI Tool has been used by end customers or after substantial operations in the marketplace. Any exploitable errors or security vulnerabilities discovered after such AI Tools are in widespread operation could result in substantial loss of revenues or assets, or material liabilities or sanctions. The potential speed of trading technology that integrates AI Tools (whether in pre-trading analysis or otherwise) may exacerbate the impact of any such flaws, particularly where such flaws interact with other algorithmic systems and or where various technological or operational limitations may act to impair or prevent the intervention of a human control. Implementation Risk. While Moore Capital Management will seek to implement AI Tools in a manner that is consistent with its obligations to the Fund (including the standard of care set forth herein), the impact of the use of AI Tools in the portfolio management, trading, and portfolio risk management processes may produce outputs that are not consistent with Moore Capital Management’s existing models or expectations or that may otherwise result in losses to the Fund. If Moore Capital Management has utilized such AI Tools in a manner consistent with the standard of

care outlined herein, Moore Capital Management will not be liable to the Fund or any Fund Investor for such losses to the Fund. Regulatory Risk. Various governmental entities have been increasingly active in considering laws and market restrictions on algorithmic and other machine assisted trading strategies, including, efforts to require pretesting of such techniques, to impose automatic volume controls or to impose liability for negative or manipulative market impacts of such trading. Such restrictions may also impair the operation of fully autonomous trading systems and technologies, either by design or inadvertently. The passage and implementation of such laws and market restrictions may limit the ability of Moore Capital Management to fully implement AI Tools in connection with the management of the Fund’s assets or otherwise, which could have an adverse impact on the performance of the Fund. CERTAIN RISKS RELATING TO INVESTMENTS IN FINANCIAL INSTRUMENTS Asset-Backed Securities The Master Funds may invest directly or indirectly in asset-backed securities, which are structured securities collateralized or backed by another asset or assets, such as residential or commercial mortgages, home equity loans, auto loans, installment sale contracts, credit card and other consumer receivables, commercial loans, small business loans, corporate loans, aviation and other leases, lease financings, investment-grade or high yield debt, or, in some cases, other collateralized or assetbacked securities (collectively, “Asset-Backed Securities” or “ABS”). Asset-Backed Securities are typically created by the sale of assets or collateral to a conduit, generally a bankruptcy-remote vehicle such as a grantor trust or other special-purpose entity, which becomes the legal issuer of the AssetBacked Securities. Interests in or other securities issued by the trust or special-purpose entity, which give the holder thereof the right to certain cash flows arising from the underlying assets, are then sold to investors through an investment bank or other securities underwriter. Asset-Backed Securities may include instruments such as collateralized mortgage obligations (residential mortgage-backed or commercial mortgage-backed), collateralized bond obligations, collateralized debt obligations, and collateralized loan obligations, and may include synthetic structures that are backed by derivative instruments instead of by the relevant loans, bonds, or other assets themselves. Other types of AssetBacked Securities, including interest-only and principal-only securities, may participate in only certain types of income streams generated by the underlying assets. The structure of Asset-Backed Securities and the terms of the investors’ interest in the collateral can vary widely depending on the type of collateral, the desires of investors and the use of credit enhancements. Although the basic elements of all Asset-Backed Securities are similar, individual transactions can differ markedly in both structure and execution. Holders of Asset-Backed Securities bear various risks, including credit risks, liquidity risks, interest rate risks, market risks, operations risks, structural risks and legal risks. In addition, concentrations of Asset-Backed Securities of a particular type, as well as concentrations of Asset-Backed Securities issued or guaranteed by affiliated obligors, serviced by the same servicer or backed by underlying collateral located in a specific geographic region, may subject the Fund to additional risk. Asset-Backed Securities are often extremely complex, and their values and returns may be subject to significant fluctuations as a result of relatively small changes in interest rates; the rates of

prepayments, defaults, or late payments with respect to the relevant underlying assets; or other factors. The value of an Asset-Backed Security is highly dependent upon the performance of its underlying assets and upon the expected quality of the underlying assets. Substantial leverage may be inherent in the structure of some Asset-Backed Securities. Consequently, Asset-Backed Securities may present a greater degree of risk than other types of fixed income securities and may be more volatile, less liquid, and more difficult to price accurately than less complex securities. The Master Funds may enter into hedging transactions in certain circumstances to protect against interest rate movements, prepayment risk, defaults, or other factors, but there can be no assurance that such hedging transactions, if any are undertaken, would fully protect the Fund against such risks. Asset-Backed Securities are typically separated into tranches representing different degrees of credit quality, with lower-rated tranches being subordinate to senior tranches. Even though an asset supports the underlying loan (in a secured investment), full recovery of the loan in the event of default may not be possible due to litigation costs or delays, legal uncertainties, limited marketability or reduced valuations of the asset, and other similar or dissimilar factors. Accordingly, any defaults may materially adversely affect any long positions the Master Funds hold in Asset-Backed Securities. In addition, the quality of the Master Funds’ investments in certain Asset-Backed Securities is subject to the accuracy and completeness of representations made by the underlying obligors. Accordingly, the Fund is subject to the risk that originators of certain Asset-Backed Securities fail to adequately verify such representations, whether because of defects in the verification systems used by such originators or otherwise. The Master Funds may also, directly or indirectly, issue mortgage-backed and other Asset-Backed Securities collateralized by real property and/or other assets on both a secured and unsecured basis. Such Asset-Backed Securities generally would be for resale in the secondary market and may include collateralized mortgage obligations, real estate mortgage investment conduits, and collateralized debt obligations. In connection with any such issuance, it is possible that the Master Funds would not be able to sell all or a portion of the tranches, whether debt or equity, and such tranches could be the first to bear any losses with respect to the underlying collateral. Issuing Asset-Backed Securities may not be feasible in the current market environment. Residential and Commercial Mortgage-Backed Securities The Fund may invest in commercial mortgage-backed securities (“CMBS”) and residential mortgage-backed securities (“RMBS” and together with CMBS, “MBS”). Investing in MBS involves the risks typically associated with investing in traditional fixed-income securities (including interest rate and credit risk) as well as the risk of principal prepayment and exposure to real estate. The rate of prepayments on underlying mortgages affects the price and volatility of an MBS and may have the effect of shortening or extending the effective maturity of such security. Different types of MBS are subject to varying degrees of prepayment risk. RMBS generally provide for prepayment of principal at any time due to, among other reasons, prepayments on the underlying mortgage loans. As a result of prepayments, the Fund may be required to reinvest assets at an inopportune time

resulting in a lower return. The risks of investing in such instruments reflect the risks of the underlying obligors, as well as the real estate that secures the instruments. If the Fund purchases MBS that are “subordinated” to other interests in the same mortgage pool, the Fund as a holder of those securities may only receive payments after the pool’s obligations to other investors have been satisfied. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool’s ability to make payments of principal or interest to the Fund as a holder of such subordinated securities, reducing the values of those securities or in some cases rendering them worthless; the risk of such defaults is generally higher in the case of mortgage pools that include so-called “sub-prime” mortgages. An unexpectedly high or low rate of prepayments on a pool’s underlying mortgages may have a similar effect on subordinated securities. A mortgage pool may issue securities subject to various levels of subordination; the risk of nonpayment affects securities at each level, although the risk is greater in the case of more highly subordinated securities. Loans and Other Obligations The Master Funds will invest in various types of loans and pools of loans, such as residential or commercial mortgages, home equity loans, auto loans, installment sale contracts, credit card and other business and consumer receivables, commercial loans, small business loans, corporate loans, aviation loans, lease financings, and investment-grade or high yield debt (collectively, “Loans and Other Obligations”). Investments in Loans and Other Obligations may be made on a secured or unsecured basis. Investments in secured Loans and Other Obligations are subject to the risk that some or all of the underlying collateral will decrease in value to an extent that the value of such collateral is insufficient to satisfy the borrowers’ payment obligations under such Loans and Other Obligations in the event of a default. For example, investments in a large number of loans in a particular country or geographical region are subject to the risk of a general decline in values throughout such region or country, which decline may be caused or exacerbated by various economic, social, political and other factors. The Master Funds may invest in certain Loans and Other Obligations that are secured by a second priority interest or lien on collateral but are subordinated to other secured obligations. Such Loans and Other Obligations are subject to a risk that the cash flow of the related borrower and the collateral securing such a loan may be insufficient to make scheduled payments after giving effect to any obligations in respect of the senior secured loans of the borrower. As a result, in certain situations no recovery may be available following a default with respect to such a Loan and Other Obligation. Such Loans and Other Obligations are also expected to be less liquid than senior secured loans. Such Loans and Other Obligations are intended to be senior in right of payment and priority to any unsecured obligations, but the priority of such Loans and Other Obligations could be challenged, whether in bankruptcy court or otherwise. Any successful challenge could have a material adverse effect on the value of the applicable investment and/or the Fund. Certain Loans and Other Obligations may be subject to intercreditor arrangements, pursuant to which certain creditors agree to restrictions on their activities. For example, these restrictions may limit the ability of the applicable creditors to exercise remedies against the collateral securing their loans; to challenge the rights of senior lenders; or to exercise certain other secured creditor rights, whether before or during a bankruptcy of the borrower. Such arrangements and requirements could hinder

the applicable Master Fund’s ability to achieve a favorable outcome with respect to the applicable investment. Finally, the Master Funds may invest in various types of unsecured Loans and Other Obligations (such as senior unsecured, subordinated or general indebtedness) that would be junior in priority to the claims of secured creditors. The claims of secured or senior creditors may exhaust some or all of the assets of a borrower before unsecured, subordinated or general creditors may participate in such assets, thus materially adversely affecting the value of the applicable investment and/or the Fund. Measures taken to protect the Master Funds’ interests in Loans and Other Obligations in which they may invest, including the validity or enforceability of such loans and the creation and maintenance of the anticipated priority and perfection of applicable security interests, may prove to be inadequate. There can be no assurance that any collateral would be sufficient to cover the obligations being collateralized or the amount of the applicable Master Fund’s investment. Any collateral may decline in value, may be subject to competing claims of creditors; may be difficult to recover or sell due to legal, regulatory, or other reasons; or otherwise may be inadequate to allow the Master Funds to recoup their investments. In addition, the quality of the Master Funds’ investments in Certain Loans and Other Obligations is subject to the accuracy and completeness of representations made by the underlying obligors. Accordingly, the Fund is subject to the risk that originators of Certain Loans and Other Obligations fail to adequately verify representations made by the underlying obligors, whether because of defects in the verification systems used by such originators or otherwise. Unsecured Loans and Collateral Impairment In the event of a default by a borrower, the applicable Master Fund might not receive payments to which it is entitled and thereby could experience a decline in the value of its investment in the borrower. If a Master Fund invests in Loans and Other Obligations that are not secured by collateral, in the event of such default such Master Fund will have only an unsecured claim against the borrower. In the case of Loans and Other Obligations that are secured by collateral, while Moore Capital Management generally expects the value of the collateral to be greater than the value of such secured loans, the value of the collateral may actually be equal to or less than the value of such loans or may decline below the outstanding amount of such loans subsequent to the applicable Master Fund’s investment. The ability of the Master Funds to have access to the collateral may be limited by bankruptcy and other insolvency laws. There is no assurance that the liquidation of the collateral securing a loan or other obligation would satisfy the borrower’s obligation in the event of nonpayment of scheduled interest or principal, or that the collateral could be readily liquidated. As a result, the Master Funds might not receive full payment on a secured loan or other obligation investment to which they are entitled and thereby may experience a decline in the value of, or a loss on, the investment. Prepayments The value of the Master Funds’ assets may be affected by prepayment rates on loans. Prepayment rates are influenced by changes in interest rates and a variety of economic, geographic and other factors beyond the Master Funds’ control. Therefore, the frequency at which prepayments (including voluntary prepayments by borrowers and liquidations due to defaults and insolvency) occur on the

investments can adversely impact the Master Funds and prepayment rates cannot be predicted with certainty, making it impossible to completely insulate the Master Funds from prepayment or other such risks. Early prepayments give rise to increased re-investment risk, as the Master Funds might realize excess cash earlier than expected; if prepayment rates increase, including, for example, when the prevailing level of interest rates falls, the Master Funds may be unable to re-invest cash in a new investment with an expected rate of return at least equal to that of the investment repaid. Debt Securities Debt securities are, in general, subject to price volatility due to various factors including changes in interest rates, market perception of the creditworthiness of the issuer and general market liquidity. In addition to the sensitivity of debt securities to overall interest rate movements, debt securities involve a fundamental credit risk based on the issuer’s ability to make principal and interest payments on the debt it issues. Debt securities may pay fixed, variable or floating rates of interest, may include zero coupon obligations and may be subordinated (and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks. The Master Funds will invest in both investment grade debt securities and non-investment grade debt securities (commonly referred to as “junk bonds”). Non-investment grade debt securities in the lowest rating categories may involve a substantial risk of default or may be in default. The value of such debt typically trades almost entirely on the basis of credit risk rather than interest-rate fluctuations. Lower Rated and Unrated Credit Securities The Master Funds may invest in lower rated and unrated credit securities. Many of the issuers of such securities and their obligations are not rated by any credit rating agency, and a significant portion of such issuers and obligations would likely fall in the lowest rating category if they were rated. There is greater risk that issuers of lower rated and unrated credit securities will default on their obligations to pay interest or to repay principal than in the case of issuers of higher-rated securities. Such issuers are also at greater risk for insolvency. The prices of lower or unrated credit securities are likely to be more sensitive to adverse economic changes or individual corporate developments than higher-rated securities. During an economic downturn or substantial period of rising interest rates, lower or unrated issuers and, in particular, highly leveraged issuers may experience financial stress that adversely affects their ability to service their principal and interest payment obligations, to meet their projected business goals or to obtain additional financing. In the event of a default, the Master Funds will likely incur additional expenses to seek a recovery of their investment in a restructuring or other proceeding. The secondary market for lower and unrated securities will likely be less liquid (or even nonexistent) than markets for higher quality securities and, as such, may have an adverse effect on the market prices of certain securities. The illiquidity of the market could make it difficult for the Master Funds to sell such securities. There are fewer dealers in the market for lower and unrated securities than investment grade securities. The prices quoted by different dealers may vary significantly and the spread between the bid and asked price is generally much larger than for higher quality instruments. Since investors generally perceive that there are greater risks associated with lower or unrated credit securities, the yields and prices of such securities

may tend to fluctuate more than those for higher rated securities. In the lower quality segments of the credit markets, changes in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments of the credit markets, resulting in greater yield and price volatility. Investing in Investment Grade Debt Securities Investment grade debt securities are investment grade rated obligations that have credit ratings that are intended to reflect (but will not necessarily reflect) relatively less credit and liquidity risk than high-yield debt securities or mezzanine debt securities. Risks of investment grade debt securities may include (among others): (i) marketplace volatility resulting from changes in prevailing interest rates, (ii) the absence, in many instances, of collateral security, (iii) the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the Master Funds to reinvest premature redemption proceeds in lower-yielding debt obligations and (iv) the declining creditworthiness and the greater potential for insolvency of the issuer of such investment debt securities during periods of rising credit spreads and/or interest rates and/or economic downturn. Use of Leverage The Master Funds will leverage their investments by borrowing funds secured by those investments, either directly or through such techniques sales to securitization vehicles and retention of residual interests. Leverage increases both the possibilities for profit and the risk of loss. Most fundamentally, the amount that a Master Fund (or a special purpose vehicle (“SPV”) or securitization vehicle) is required to repay on borrowings could exceed the amount it is able to realize on the assets it finances with those borrowings, resulting in losses. Borrowing arrangements typically include covenants by the borrowing entity (e.g., an SPV or securitization vehicle) and sometimes the Master Fund (even when it is not directly the borrower), including financial covenants. Failure to comply with those covenants can result in defaults and acceleration of payment obligations, forced liquidation of assets, and other losses. Payment defaults can also result from termination of a loan arrangement or facility at a time when the Master Fund (or relevant SPV or other borrower) does not have adequate liquid assets to repay outstanding balances. A Master Fund would also suffer losses if the interest rates it must pay on borrowings exceed the net interest return it is able to receive on the assets it finances with those borrowings. Securitization Transactions; Availability of Financing The Master Funds will securitize certain investments as a leverage technique to generate cash to purchase new investments and/or to pay outstanding indebtedness under existing credit arrangements. In these transactions, the applicable Master Fund contributes assets to the securitization vehicles and receives cash, residual interests and potentially subordinated notes of the securitization vehicles. Among other things, potential buyers of debt instruments may require that those instruments have certain minimum ratings from recognized rating agencies, which the Master Funds may not be able to obtain or that may be available only at prohibitive costs. In addition, capital and leverage requirements applicable to banks and other regulated financial institutions might affect the Master Funds’ ability to securitize investments. Other matters, such as accounting standards applicable to securitization transactions, tax laws, and rules applicable to securities could suppress

investor demand for securities issued through securitization transactions or increase competition from other entities that undertake similar transactions. If the Master Funds acquire investments intending to securitize them and are unable to do so at all or on favorable terms, that could increase the Master Funds’ default risk under the other credit facilities and/or could otherwise adversely affect the Fund. In the event a Master Fund sponsors a securitization, the Master Fund will be required to hold a portion of the residual interest from such securitization for the duration required under applicable law, including in respect of any risk retention requirements. As a result, the Master Fund may not be able to dispose of all or a portion of a residual interest at a time that Moore Capital Management determines advantageous to the Fund. Mezzanine Investments The Master Funds may invest in certain high yield securities known as mezzanine investments, which are subordinated debt securities which are generally issued in private placements in connection with an equity security (e.g., with attached warrants). Such mezzanine investments may be issued with or without registration rights. Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected average life is significantly shorter at three to five years due to prepayment rights. Mezzanine investments are usually unsecured and subordinate to other obligations of the issuer. Mezzanine investments share all of the risks of other high yield securities and are often even more subordinated than other high yield debt, as they often represent the most junior debt security in an issuer’s capital structure. Warrants The Master Funds will not invest in issuers of Loans and Other Obligations. However, when the Master Funds invest in Loans and Other Obligations, the Master Funds may receive warrants or other equity-like instruments. Warrants are derivatives that permit, but do not obligate, their holder to subscribe for other securities or commodities. Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle the holder to purchase, and they do not represent any interest in the assets of the issuer. As a result, warrants may be considered more speculative than certain other types of equity-like securities. In addition, the values of warrants do not necessarily change with the values of the underlying securities or commodities and these instruments cease to have value if they are not exercised prior to their expiration dates. Distressed Securities The Master Funds may invest in Loans and Other Obligations that are long and short positions in “distressed” securities, claims and obligations of domestic and non-U.S. entities which are experiencing significant financial or business difficulties. Investments may include loans, commercial paper, loan participations, trade claims held by trade or other creditors, stocks, partnership interests and similar financial instruments, executory contracts and options or participations therein not publicly traded. These investments may be in default. Distressed securities may result in significant returns to the Fund, but also involve a substantial degree of risk. A Master Fund may lose a substantial portion or all of its investment in a distressed environment or may be

required to accept cash or securities with a value less than such Master Fund’s investment. Among the risks inherent in investments in entities experiencing significant financial or business difficulties is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments also may be adversely affected by laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims. The market prices of such instruments are also subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and asked prices of such instruments may be greater than normally expected. In trading distressed securities, litigation is sometimes required. Such litigation can be time-consuming and expensive and can frequently lead to unpredicted delays or losses. Moreover, to the extent that the Master Funds invest in distressed sovereign debt obligations, it will be subject to additional risks and considerations not present in private distressed securities, including the uncertainties involved in enforcing and collecting debt obligations against sovereign nations, which may be affected by world events, changes in U.S. foreign policy and laws and other factors outside of the control of Moore Capital Management. Trade Claims The Master Funds may acquire trade claims — i.e., amounts due from a company to its suppliers. Trade claims are not “securities” for regulatory purposes, and the Master Funds, in investing in trade claims, will not have the protection of the securities laws. Trade claims are typically highly illiquid and may have a relatively junior position as compared to securities and other debt owed by the issuer. There may be defenses to trade claims — for example, the services or products furnished not meeting specifications — of which Moore Capital Management may not be aware at the time of the Master Funds’ acquisition of such claims. Bank Loans and Participations The Master Funds may invest in Loans and Other Obligations that are bank loans and participations. These obligations are subject to unique risks, including (a) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, (b) so-called lenderliability claims by the issuer of the obligations, (c) environmental liabilities that may arise with respect to collateral securing the obligations, and (d) limitations on the ability of a Master Fund to directly enforce its rights with respect to participations. In analyzing each bank loan or participation, Moore Capital Management will compare the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks, absent certain conduct by the General Partner, Moore Capital Management, their respective affiliates and certain other individuals, will be borne by the Fund. Borrower Fraud Fraud by borrowers or potential borrowers could cause the Fund to suffer losses. A borrower or potential borrower could defraud the Master Funds by, among other things, directing the proceeds of collections of its accounts receivable to bank accounts other than the Master Funds’ established lockboxes; failing to accurately record accounts receivable aging; overstating or falsifying records showing accounts receivable; or providing inaccurate reporting of other financial information. The failure of a borrower or potential borrower to accurately report its financial position, compliance with

loan covenants or eligibility for additional borrowings could result in the loss of some or the entire principal of a particular loan or loans. State Usury Laws related to Bank Loans There have been both private litigation and enforcement actions in the United States, including some filed by state attorneys general, that have challenged relationships between federally chartered banks or state chartered banks, and non-bank platforms and service providers, claiming that the originating bank lender is not the “true lender.” As a result, these challenges claim that the loans offered pursuant to such relationships are not entitled to federal preemption with respect to the interest rate and certain fees charged pursuant to the National Bank Act or Section 27 of the U.S. Federal Deposit Insurance Act, as applicable. Under these laws, banks are permitted to charge interest and certain fees to borrowers on a nationwide basis based on the rates and fees allowed by the state where the bank is located. If such laws do not apply, loans are subject to the laws of the state where the consumer resides. A court or regulator’s determination of which party is the “true lender” is significant because if an originating lender is deemed not to be the “true lender,” the non-bank platforms and third party service providers risk having the loans be subjected to a consumer’s state usury laws. Loans in which the Master Funds invest could be deemed to be void and unenforceable in some states, the right to collect finance charges could be affected, and non-bank platforms, service providers, and/or the Fund could be subject to fines and penalties from state and U.S. federal regulatory agencies as well as claims by borrowers, including class actions by private plaintiffs. Even if the non-bank platforms, service providers, and/or Fund were not required to change their business practices to comply with applicable state laws and regulations or cease doing business in some states, they could be required to register or obtain licenses or other regulatory approvals that could impose a substantial cost. States have enacted laws that seek to deem certain entities to be the lender of a loan and prohibit any evasion or circumvention of state laws regulating consumer lending, and additional states may enact similar laws. For example, in 2021 Maine adopted a law that, among other things, may deem an entity to be the lender of a loan if it (a) holds, acquires or maintains the “predominant economic interest in the loan”, (b) markets, arranges or facilitates the loan and holds the right to purchase the loan or interest in the loan, or (c) based on the totality of the circumstances, appears to be the lender, and the transaction is structured to evade certain statutory requirements. Any violation of such laws or any litigation alleging such a violation with respect to a loan could give rise to claims against nonbank platforms, service providers, and/or the Fund or defenses by a borrower or a group of similarly situated borrowers. In addition to “true lender” challenges, the Second Circuit held in Madden v. Midland Funding, LLC that federal law did not preempt a state’s interest rate limitations when applied to the non-bank debt buyer of a loan seeking to collect interest at the rate originally contracted for by a national bank, but rather such buyer was restricted to the usury rate of the state where the borrower resides. In an effort to address the uncertainty created by the holding in Madden, the Office of the Comptroller of the Currency adopted a rule to codify the standard that collecting interest on a loan that is legally permissible at the time of origination by a national bank or U.S. federal savings and loan association will continue to be permissible for a non-bank assignee or purchaser of such loan after the sale or assignment by the bank. The FDIC adopted a substantially similar rule, which applies to loans

originated by state chartered banks. If Madden nevertheless continues to be followed within the Second Circuit or other jurisdictions, loans originated by national and state chartered banks that are assigned to non-banks could be found to be unenforceable and void, or subject to reduction of the interest or principal (previously paid since origination, or to be paid), or holders thereof could be subject to other penalties or damages. Moreover, Colorado in June 2023 enacted a law to opt out from interest rate preemption afforded state-chartered banks with respect to loans made in Colorado, pursuant to the Depository Institutions Deregulation and Monetary Control Act of 1980. The law became effective July 1, 2024. Iowa and Puerto Rico also have exercised this opt out. If other states or jurisdictions adopt similar legislation, it may limit the interest rates that could be charged on new loans made in such states by state chartered banks. Consumer & Small Business Lending The Fund may operate in the consumer and small business lending markets. Such markets and loans are highly regulated at both the federal and state levels and are subject to a wide range of laws and regulations. Such loans may be subject to consumer and small business credit as well as other protections under U.S. federal and state laws. In particular, the Consumer Financial Protection Bureau (the “CFPB”) is responsible for administering and enforcing the laws and regulations for consumer financial products and services including with respect to all aspects of consumer credit such as the Truth in Lending Act/Regulation Z and Equal Credit Opportunity Act/Regulation B. The CFPB has finalized regulations requiring data collection and reporting on small business loan applicants. In addition to the CFPB, the Federal Trade Commission, federal and state prudential banking regulators, state attorneys general, and state financial services regulators have authority to enforce laws regulating consumer and commercial credit. Moreover, many states have licensing or registration requirements with respect to entities that participate in the consumer and commercial credit and financial services markets. States also impose substantive requirements on the making or servicing of consumer and commercial loans. Any violation of such federal or state laws or any litigation alleging such a violation could give rise to claims against non-bank platforms, service providers, and/or the Fund or defenses by a borrower or a group of similarly situated borrowers, including that loans could be found to be unenforceable and void, or subject to reduction of the interest or principal (previously paid since origination, or to be paid), or originators, servicers, or holders of such loans could be subject to other penalties or damages. U.S. federal and state laws, among other things: require that certain disclosures are made to borrowers regarding the terms of their loans; prohibit discrimination on the basis of protected status; regulate the use and reporting of information related to each borrower’s credit history; prohibit certain practices in collecting, and attempting to collect, outstanding consumer loans; and may also regulate the interest rates that may be charged to borrowers. In certain instances, the Fund may invest in consumer or small business lending markets outside of the United States, including in the European Union and the United Kingdom. In those cases, other consumer finance and banking regulatory laws may be applicable (including with respect to anti-money laundering and international money transfers) and may have a similar impact on the Fund’s investments. Although the Fund will seek to ensure that the Fund and the non-bank loan platforms or issuers through which it acquires investments (“Non-Bank Loan Partners”) comply with all relevant foreign, U.S. federal, state and local lending regulations, there is no assurance that the Fund or its Non-Bank Loan Partners will

always be compliant or that there will not be allegations of non-compliance even if the Fund or its Non-Bank Loan Partners were fully compliant. Compliance with these requirements is often costly and time-consuming. Any violation of applicable law could result in, among other things, damages, fines, penalties, litigation costs, investigation costs and even restrictions on the ability of the Fund or its Non-Bank Loan Partners’ ability to conduct business. The Fund is particularly subject to the risk that activities of its Non-Bank Loan Partners may adversely affect the Fund. A failure to exercise adequate oversight over Non-Bank Loan Partners, including compliance with service level agreements or regulatory or legal requirements, including with respect to licensing, could result in regulatory actions, fines, sanctions or economic or reputational harm. The Fund or its Non-Bank Loan Partners may be affected by changes in legal, regulatory, and legislative environments in which it operates. The current environment of additional regulation as well as increased supervision and enforcement activity is likely to continue to result in changes to this market. Congress and state legislatures, as well as the CFPB and other U.S. federal and state regulatory agencies and local governments, review such laws, regulations and policies and periodically propose changes or issue guidance that could affect the Fund and its investment strategies in substantial and unpredictable ways. Such changes could, for example, limit the types and value of lending services and loan products in which the Fund chooses to invest or alter the liability of the Fund or its Non-Bank Loan Partners; these changes would likely have adverse effects on the profitability of this sector. In addition to potential changes in laws, policies, and regulations, class action litigation or regulatory enforcement may affect the profitability of certain lending strategies. Some lawsuits by private litigants as well as the CFPB have successfully challenged the bank partnership model for the origination of consumer loans on the theory that such arrangements are designed to evade the consumer protection laws and usury restrictions of particular states. These decisions suggest that courts may determine who the “true lender” is for compliance purposes by reference to the predominant economic interest or risks born by the parties involved. Although the Fund believes its investment strategies are distinguishable from the lending activities involved in these cases and the Fund’s Non-Bank Loan Partners may believe the lending programs they administer or service are distinguishable from the lending activities involved in these cases, a court or regulatory authority could find otherwise. Such finding could result in substantial costs to the Fund or its Non-Bank Loan Partners, including the potential that loans be declared voidable or unenforceable. Consumer and small business lending is also materially and adversely affected by delinquency, defaults in payments by borrowers, extensive judicial processes enforcing the collection of payments, doubtful accounts or losses on receivables. Investment returns depend heavily on borrowers fulfilling their payment obligations in a timely and complete manner under the corresponding loan instruments.

Furthermore, the actual rates of delinquency, collection proceedings and losses on receivables may vary and be affected by numerous factors, which among others include:        

adverse changes in national and regional economies; acceptance of applicants with poor credit records; inability to predict future charge-offs; changes in credit card use or the use of other products; political instability; increase of unemployment; pandemics and epidemics; and loss of value of actual salaries.

These and other factors may have a negative effect on present rates of delinquency, collection proceedings and losses, any one or more of which could have a material adverse effect on the Fund. Borrowers may seek the protection of debtor relief under U.S. federal bankruptcy or state insolvency laws, which may result in a material adverse effect on the Fund. In addition, U.S. federal law provides borrowers on active military service with rights that may reduce the return on such loans as well as delay or impair our Non-Bank Loan Partners from being able to collect on such loans. The Servicemembers Civil Relief Act (“SCRA”) requires that the interest rate on preexisting debts be set at no more than 6% while the qualified service member or reservist is on active duty. SCRA further permits courts to stay proceedings and execution of judgments against service members and reservists on active duty, which may delay or ultimately prevent recovery on any loans in default. Additionally, the Military Lending Act (“MLA”) regulates the interest rates that be charged to active duty servicemembers and their dependents at the time of origination and impose other restrictions with respect to lending to such borrowers. The Fund relies heavily on information provided by its Non-Bank Loan Partners as to the quality and status of its loan portfolio. The Fund is subject to risks related to the accuracy and completeness of information about consumers and loan status from its Non-Bank Loan Partners. The Fund may rely on information furnished to it about individual consumers, small businesses and the loan portfolio from its Non-Bank Loan Partners, including representations as to financial statements and other financial information. While the Fund intends to conduct due diligence regarding the loan portfolio and information regarding borrowers, it may rely on its Non-Bank Loan Partners or be unable to identify inaccurate or fraudulent information provided either by borrowers or its Non-Bank Loan Partners. The Fund could be negatively impacted if this information is not complete or accurate. The Fund could access certain personally identifiable sensitive data of both investors and borrowers. Any accidental or willful security breaches or other unauthorized access of the Fund or its operating partners could cause this confidential information to be stolen and used for criminal purposes. Security breaches or unauthorized access to confidential information could also expose the Fund or its Non-Bank Loan Partners to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of the Fund’s Non-Bank Loan Partners, third-party activity, employee error, malfeasance or otherwise, or if design flaws in software are exposed and exploited, and, as a result, a third party or disaffected employee obtains unauthorized access to any confidential data, the Fund or its Non-Bank Loan Partners could incur significant liability as well as loss of investor confidence. The Fund is unable to predict whether

it or its Non-Bank Loan Partners may be a target for such activity because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched. Subordination, “Cramdowns,” and Dilution A Master Fund, as the senior secured creditor of an issuer, can find itself subordinated to otherwise junior creditors, depending on the laws of the applicable jurisdiction. For example, a bankrupt issuer may be able to apply under local law to the relevant court for “debtor in possession” or similar financing in order to obtain new capital for its operations. The persons who invest such new capital will take a senior position to a Master Fund, even though such Master Fund was previously senior to such persons. A Master Fund may or may not be given an opportunity to participate in such financing. A reorganization plan approved by any judicial or administrative body may result in a number of different creditors being compelled to accept materially adverse changes to the terms of the debt that they hold — including reduced interest rates, extended maturities and reduced acceleration rights. Such “cramdowns” may be imposed in the discretion of such governmental bodies in order to give the issuer a better chance of remaining economically viable. In a reorganization, substantial amounts of equity are often issued to the senior lenders in return for the extinguishment of their debt. This can result in substantial dilution to an equity position previously acquired by a Master Fund — either directly or through the acquisition of convertible debt. Forward Flow Agreements In contrast to asset-backed lending, where debt capital investment is backed by receivables, investors in forward flow agreements carry more credit risk. The transfer of loans from the loan originator to the Fund may also create a conflict of interest because, in theory, an originator could, over time, originate loans of lower quality, because the originator is no longer the party that is adversely affected when repayment rates go down. Although forward flow agreements can include protective measures for a funder, such as the Fund, funders effectively trade the security or asset they might have owned via a warehouse financing for higher yield and, as a result, the credit risk remains primarily with the funder, the Fund. Whole Loans Pools of whole loans may be acquired directly or serve as the collateral for certain ABS and MBS investments of the Fund. Whole loans are generally subject to the same risks relating to the underlying collateral of ABS, MBS and CDOs. However, the holders of whole loans are exposed to such risks directly as whole loans do not benefit from certain advantages which may be present as a result of the securitization process, including risk allocation, credit support and hedging mechanisms.

Further, as whole loans are not securities, they may be harder to dispose of than interests in structured finance vehicles. High Yield Securities The Master Funds may invest in Loans and Other Obligations that are “high yield” bonds and preferred securities which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuers’ capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with the lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those of higher-rated securities. The market for lowerrated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities, whether or not based on fundamental analysis, may contribute to a decrease in the value and liquidity of such lower-rated securities. SOFR and Other Benchmarks The London Interbank Offered Rate (“LIBOR”), which was commonly used as a reference rate within various financial contracts has been discontinued. Certain regulators around the world have identified new reference rates as preferred alternatives to LIBOR, including the U.S. The Secured Overnight Financing Rate (“SOFR”) is a risk-free overnight floating rate that is currently published in multiple formats, including as an overnight rate, as a compounded average and as an index. Additionally, the CME Group has begun publishing a forward-looking “Term SOFR” rate that is calculated based on futures trading on the overnight SOFR rate. In addition to the SOFR rate variations, in the U.S. other alternative floating rates have been developed, including the Bloomberg Short-Term Bank Yield Index (“BSBY”), Ameribor, the ICE Bank Yield Index and the HIS Markit published USD Credit Inclusive Term Rate (“CRITR”). Various market participants have adopted these floating rates to various degrees and the market practice remains in flux. It is unknown whether any format of SOFR or any other reference rate will attain market acceptance as a replacement for LIBOR. Depending on various factors, one or more such reference rates may become dominant, while other reference rates may fall out of favor. If the Master Funds invest in instruments that utilize a reference rate that falls out of favor, the value of such instrument may decline due to a lack of liquidity or other factors. Risks of Interest Rate Mismatches The Master Funds may hold investments that have fixed interest rates but the issuers of which hold underlying loans that have floating interest rates (for example, SOFR). During periods of changing interest rates, such mismatches between the interest rate of the Master Funds’ investments and the interest rate on the loans held by issuers of such investments may adversely affect the financial condition of such issuers. Such mismatch may be difficult to hedge, and there can be no assurances

that an issuer of the Master Funds’ investments will attempt to hedge such risks or that any such attempts will be successful. Credit Ratings The Master Funds may invest in loans or certain other forms of indebtedness that receive ratings from Moody’s, Standard & Poor’s, Fitch, or another credit rating agency. No assurance can be given that ratings assigned by a credit rating agency will not be withdrawn or revised downward if, in the view of such credit rating agency, circumstances so warrant. Any such withdrawal or downward revision with respect to an investment could have a material adverse effect on such investment. Such ratings reflect only the views of those credit rating agencies, which views may prove inaccurate, and the Master Funds are not obligated to obtain such ratings or to provide any such ratings to limited partners. Non-Performing Nature of Loans It is anticipated that certain loans purchased, directly or indirectly, by the Master Funds will be nonperforming and possibly in default. Furthermore, the obligor and/or relevant guarantor may also be involved in bankruptcy or in liquidation proceedings. There can be no assurance as to the amount and timing of payments with respect to the loans. Although Moore Capital Management will attempt to manage these risks, there can be no assurance that the investments will increase in value or that the Master Funds will not incur significant losses. Origination Activities The Master Funds may engage in the origination, modification and/or restructuring of debt and/or equity financing directly or in conjunction with or through another party. The Master Funds may, for example, enter into ventures with loan originators or take equity stakes in such originators. If the Master Funds engage in such activities, each will be subject to applicable laws in each jurisdiction in which such activities take place. Such laws are frequently highly complex and may include licensing requirements. The market for originating debt and equity financing is highly competitive, and the Master Funds may be unable to compete effectively with other market participants for origination opportunities. The Master Funds may compete for opportunities with public and private investment funds, commercial and investment banks, and commercial finance companies. Many current and potential competitors in the debt and equity origination business are much larger than the Fund and, accordingly, have far greater financial, technical, marketing and other resources. The Master Funds will be subject to various elements of competition, including interest rates and financing costs; origination standards; convenience; customer service; the size, term and seniority of financing arrangements; and marketing and distribution channels. Price pressure from competitors (including market participants that are not directly originating loans) may cause the Master Funds to lower the interest rates that they charge borrowers, which consequently may lower the value of the Master Funds’ loans. Further, if competitors adopt less stringent loan origination standards in order to maintain their loan origination volume, the Master Funds may elect to do so as well. If the Master Funds adopt less stringent loan origination standards, the Fund will bear increased risk for each loan

originated under such less stringent standards, for which the Fund may not be compensated by an increase in price. Alternatively, the Master Funds may determine not to adopt less stringent origination standards in a competitive environment, which decision may result in a loss of market share. Increased pressure on pricing and origination opportunities likely would reduce the volume and quality of the Master Funds’ origination activity and materially adversely affect the Fund. In particular, from time to time there may be influxes of capital directed at lending to smaller borrowers, which may result in a tendency by the highest quality borrowers to borrow from sources other than the Master Funds such that the Master Funds’ origination opportunities and its eventual portfolio include a disproportionate number of lower quality borrowers or issuers. Some competitors may have higher risk tolerances or different risk assessments than the Fund, thereby allowing such competitors to achieve a broad diversification of investments and to establish more relationships than the Master Funds. Some competitors may have a lower cost of funds and access to more stable funding sources that are not available to the Fund. These competitive pressures could have a material adverse effect on the Fund. The Master Funds have no experience in originating loans. The Master Funds will be at a competitive disadvantage in the lending market compared to lenders that have greater infrastructure for, and experience in, generating and processing mortgage loan opportunities. Further, lending activities are highly regulated by U.S. federal, state, local and other governmental authorities, as well as in the United Kingdom, the European Union countries and in other jurisdictions. In particular, mortgage lending to individuals has been the focus of significant recent legislative and regulatory attention, including attempts to curtail “predatory lending.” The Master Funds may engage in high-interestrate lending, which could be perceived as “predatory lending” by certain regulators. Similar or different risks may apply to mortgage lending activities in non U.S. jurisdictions. Loans originated by a Master Fund may not conform to the terms of, or use the forms generally found in or used for, loans that are pooled for resale to government-sponsored entities or institutions. An inability to sell loans to government-sponsored entities or to institutions could have a material adverse effect on the Fund. Loan origination activities rely significantly upon representations made by the borrower. There can be no assurance that such representations are accurate or complete, or that any due diligence by the General Partner or Manager would identify any misrepresentation or omission. Any misrepresentation or omission by a borrower to which a Master Fund originates a loan may adversely affect the valuation of the collateral underlying the loan or may adversely affect the ability of a Master Fund to perfect or foreclose on a lien on the collateral securing the loan, or may result in liability of such Master Fund to a subsequent purchaser of the loan. Under certain circumstances, payments to a Master Fund may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Derivative Instruments The Master Funds may trade all types of derivative instruments other than those subject to any applicable limitations imposed by regulations and/or by the Master Funds’ counterparties and clearing brokers. Derivative instruments are financial instruments that derive their performance, at least in part, from the performance of an underlying asset, index, interest rate or other reference

instrument. Examples of derivative instruments include swaps, futures, forwards, options, warrants, options on futures, and swaptions. Investments and trading in derivative instruments are generally highly speculative and involve various risks that are different in certain respects from, and are possibly greater than, the risks associated with investing directly in the applicable underlying assets or reference instruments. Examples of various risks associated with derivative instruments include market risk, complexity, a high degree of leverage, illiquidity, the absence of reliable price quotes and/or a reliable trading market, unstable correlation between a derivative instrument and the underlying asset or reference instrument, volatility, tax risk, government intervention to influence prices, legal or regulatory uncertainty, and non-performance of the Master Funds’ counterparties (including direct or central counterparties). Typically, investing in a derivative instrument requires the deposit or payment of an initial amount much smaller than the notional or nominal exposure amount from such derivative instrument. Therefore, if the relevant cash market moves against the Fund, the Fund will suffer a larger loss than it would have by directly investing in the underlying security or other asset or index. A relatively small adverse market movement may result in a loss exceeding the original amount invested. As discussed below, over-the-counter (“OTC”) derivatives are also subject to the default and credit risk of the counterparty if they are not cleared through central counterparties (“CCPs”), while centrally cleared derivatives are subject to the credit risk of the CCP and the relevant futures commission merchant (“FCM”) or other clearing broker. In addition, significant disparities may exist between “bid” and “ask” prices for derivative instruments that are traded over the counter and not on an exchange. While such OTC derivatives are subject to increased regulation under Dodd-Frank, the investor protections and other regulations applicable to such OTC derivatives differ from those applicable to futures and other exchange-traded instruments. In addition, compared with such exchange-traded instruments, the market for OTC derivatives is less liquid. (See “Counterparty Credit Risk” and “Counterparty, Settlement and Local Intermediary Risk” below.) Trading derivative instruments might deprive the Fund of certain tax benefits obtained from trading the underlying assets or reference instruments and/or, with respect to over-the-counter derivative instruments, from trading exchange-traded instruments. Trading in options or warrants involves a risk of loss related to the premium for the option or warrant as well as a risk of loss related to the value of the underlying security or instrument, which loss in either case could be substantial. The writing of an uncovered option by a Master Fund may result in an unlimited loss of the Fund’s capital within a relatively short period of time. Trading in futures contracts and options on such contracts may be subject to limitations imposed by regulatory authorities and relevant exchanges, which may prevent the Master Funds from liquidating positions and could subject the Fund to substantial losses. Many derivative instruments, including forward contracts and options on forward contracts, are not traded on exchanges and are generally not regulated. The regulation of derivative instruments is evolving, and changes in such regulation may adversely affect the Fund. For example, several U.S. regulatory authorities have enacted or are considering

rules for oversight and/or regulation of the previously largely unregulated market in over-the-counter derivatives. Dodd-Frank requires certain standardized derivatives to be executed on a regulated market and cleared through a central counterparty, which may result in increased margin requirements and costs. Dodd-Frank also established minimum margin requirements on certain uncleared derivatives which may result in the Funds and their counterparties posting higher margin amounts for uncleared derivatives. In addition to U.S. laws and regulations relating to derivatives, certain non-U.S. regulatory authorities have passed or proposed, or may propose in the future, legislation similar to that imposed by Dodd-Frank. In addition, the tax environment for derivative instruments and funds is evolving, and changes in the taxation of derivative instruments or funds may adversely affect the value of certain derivatives contracts entered into by the Fund and the ability of the Fund to pursue its investment strategies. There can be no assurance that new legislation or regulation, including changes to existing laws and regulations, will not have a material negative impact on the Fund’s investment performance. Illiquidity of Derivative Instruments The Funds may enter into transactions involving privately negotiated, off-exchange derivative instruments, including OTC credit default swaps (“CDS”), total return swaps and other derivative instruments, which may expose the Fund to liquidity risk. There can be no assurance that a liquid secondary market will exist for any particular derivative instrument and any time, including for those derivative instruments that were originally categorized as liquid at the time they were acquired by the Fund. In volatile markets, the Fund may not be able to close out a position without incurring a significant amount of loss. Although OTC derivative instruments are designed to be tailored to meet particular financing needs and therefore typically provide more flexibility than exchange-traded products, the risk of illiquidity is also greater as these instruments can generally be closed out only be negotiation with the other party to the instrument. In addition, the Fund may not be able to convince its counterparty to consent to an early termination of an OTC derivative contract or may not be able to enter into an offsetting transaction to effectively unwind the transaction. Such OTC derivative contracts generally are not assignable except by agreement between the parties concerned, and a counterparty typically has no obligation to permit such assignments. Even if the Fund’s counterparty agrees to early termination of such OTC derivatives at any time, doing so may subject the Fund to certain early termination charges. Participation Interests and Synthetic Securities The Master Funds may purchase participation interests in debt instruments, or synthetic securities such as swaps (including total return swaps), over-the-counter transactions and other derivative instruments, which do not entitle the holder thereof to direct rights against the obligor. In such situations, the Master Funds will typically have a contractual relationship only with the relevant seller or counterparty (as the case may be) and not with the underlying obligor. As such, in respect of a participation, the Master Funds will only have the right to receive payments of principal, interest and any fees to which they are entitled from the seller and only upon receipt by such seller of such payments from the obligor, and in respect of participations and synthetic securities, the Master Funds

generally will have no right directly to enforce compliance by the underlying obligor with the terms of the related loan agreement or underlying obligation (as the case may be) nor any rights of set-off against the underlying obligor, nor have any voting or other consensual rights of ownership with respect to the related loan agreement or underlying obligation (as the case may be). In such circumstances, the Master Funds may not directly benefit from the collateral supporting the debt instrument in which they have purchased the participation or underlying obligation. As a result, the Master Funds will assume the credit risk of both the obligor and the seller or counterparty. In the event of the insolvency of such seller or counterparty, the Master Funds may be treated as a general creditor of such seller or counterparty and may not benefit from any set-off between such seller and the obligor or have any claim of title with respect to the underlying obligation. As a result, concentrations of synthetic securities entered into with any one counterparty will subject the Master Funds to an additional degree of risk with respect to defaults by such counterparty as well as by the underlying obligor. When the Master Funds hold a participation in a debt instrument they may not have the right to vote to waive enforcement of any restrictive covenant breached by an obligor or, if the Master Funds do not vote as requested by the seller, they may be subject to repurchase of the participation at par. Sellers voting in connection with a potential waiver of a restrictive covenant may have interests different from those of the Master Funds, and such selling institutions may not consider the interests of the Master Funds in connection with their votes. Significant Risk Transfers The Master Funds may enter into “significant risk transfer” transactions (including synthetic risk transfers and capital relief trades), which allow a counterparty to transfer the risk of tranche(s) of their loan portfolio to investors in a securitized framework to achieve regulatory capital relief. Such investments bear various risks, including credit, default, market, interest rate, structural, legal and regulatory risks, any or all of which could have a material adverse effect on the performance of the Fund. Prime Brokers Securities and cash held in customers’ accounts at prime brokers that are U.S. registered broker dealers will not be available to the non-customer creditors of the prime broker. Nonetheless, if the prime broker becomes insolvent and there were not sufficient customer assets to pay all customers in full, then the securities and cash held in customers’ accounts at the prime broker would be distributed pro rata among customers. Different results may occur in the event that a U.S. prime broker sub-custodies its assets with a foreign sub-custodian outside the United States. Different results, including loss of U.S. regulatory protections, also may occur in the event that the customer of a U.S. prime broker permitted the prime broker to (a) rehypothecate or lend its assets, or (b) transfer its assets to a prime broker or other entity that is not a U.S. registered broker-dealer. If assets are held by a prime broker that is not a U.S. registered broker-dealer, the U.S. regulatory protections do not apply. In certain jurisdictions, with authority from the customer, such assets may be borrowed, lent or otherwise used by the prime broker for its own purposes. In the event of the insolvency of the

prime broker, customers may rank as unsecured creditors and may not be able to recover equivalent assets in full. Counterparty, Settlement and Local Intermediary Risk From time to time, certain securities markets have experienced operational clearance and settlement problems that have resulted in failed trades. These problems could cause the Master Funds to miss attractive investment opportunities or result in the Master Funds’ liability to third parties by virtue of an inability to perform the Master Funds’ contractual obligation to deliver securities. In addition, delays and inefficiencies of the local postal, transport and banking systems could result in the loss of investment opportunities, the loss of funds (including dividends) and exposure to currency fluctuations. To the extent the Master Funds invest in securities, swaps, derivatives or other over-the-counter transactions, in certain circumstances, the Master Funds may take a credit risk with regard to parties with whom it trades and may also bear the risk of transfer, clearance or settlement default. Transactions entered into directly between two counterparties may expose the parties to the risk of counterparty defaults. Such risks may be exacerbated with respect to non-U.S. securities or transactions with non-U.S. counterparties. There can be no assurance that a counterparty will not default on any such investment in securities, swaps, derivatives or other over-the-counter transactions and that the Fund will not sustain a loss on a transaction as a result. While the Fund’s counterparty credit exposure with respect to its OTC derivatives will be greatly mitigated if it collects margin from its counterparty, such default risk may still cause the Fund to sustain losses on such transactions. (See “Counterparty Credit Risk” – “Bilateral and Non-Cleared Swaps” below.) The Fund often may not be able to collect margin from its counterparty with respect to OTC derivatives and certain other transactions. Such risks may differ materially from those entailed in exchange-traded transactions that generally are backed by clearing organization guarantees, daily marking-to-market and settlement of positions and segregation and minimum capital requirements applicable to intermediaries. (See “Counterparty Credit Risk” – “Exchange-Traded and Cleared Swaps” below.) There can be no assurance that Moore Capital Management’s monitoring activities will be sufficient to adequately control counterparty risk. In situations where the Fund places assets in the care of a custodian or is required to post margin or other collateral with a counterparty, the custodian or counterparty may fail to segregate such assets or collateral, as applicable, or may commingle the assets or collateral with the relevant custodian’s or counterparty’s own assets or collateral, as applicable. As a result, in the event of the bankruptcy or insolvency of any custodian or counterparty, the Fund’s assets and collateral may be subject to the conflicting claims of the creditors of the relevant custodian or counterparty, and the Fund may be exposed to the risk of a court treating the Fund as a general unsecured creditor of such custodian or counterparty, rather than as the owner of such assets or collateral, as the case may be. Certain of the Master Funds’ transactions may be undertaken through local brokers, banks or other organizations in the countries in which the Master Funds make investments, and the Master Funds will be subject to the risk of default, insolvency or fraud of such organizations. The collection, transfer and deposit of bearer securities and cash expose the Master Funds to a variety of risks, including theft, loss and

destruction. Finally, the Master Funds will be dependent upon the general soundness of the banking systems of countries in which investments will be made. Systemic and Financial Institution Risk Actual events involving reduced or limited liquidity, defaults, nonperformance or other adverse developments that affect financial institutions or other companies in the financial services industry, including banks and other custodians, or impact the financial services industry generally, as well as concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems, defaults on financial obligations, non-performance of contractual obligations and other adverse impacts on these financial institutions, investors that deposit funds and securities at these institutions, lenders and borrowers of these institutions, and other companies in the financial services industry. In 2023, several banks were closed by their state regulatory authority and/or the U.S. Federal Deposit Insurance Corporation (“FDIC”) and/or were sold prior to closure (as further described below under “Banking System Volatility”). Such seizures and sales caused corresponding uncertainty and operational measures for depositors, borrowers and market participants generally. The FDIC could be appointed as receiver for other banks in the future. Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult to acquire financing on acceptable terms or at all. Any decline in available funding or access to cash and liquidity resources could, among other risks, adversely impact the Master Funds’ abilities to meet operating expenses, satisfy financial obligations, liquidate portfolio holdings, withdraw capital or fulfill other obligations, or result in breaches of financial and/or contractual obligations. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on portfolio holdings, the Master Funds’ performance or the Fund’s business operations. Several large institutions may be dependent on one another to meet their liquidity or operational needs, and a default by or because of one institution may cause a series of defaults by the other institutions. This risk is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearinghouses, banks, securities firms and exchanges with which the Master Funds interact. A systemic failure could have material adverse consequences on the Master Funds and on the markets in which the Master Funds seek to invest. Leverage The Master Funds may invest in companies whose capital structures may have significant leverage. Such investments are inherently more sensitive to declines in revenues and to increases in expenses and interest rates. The leveraged capital structure of such investments will increase the exposure of the portfolio companies to adverse economic factors such as downturns in the economy or deterioration in the condition of the portfolio company or its industry. Additionally, the securities acquired by the Master Funds may be the most junior in what will typically be a complex capital structure, and thus subject to the greatest risk of loss. Furthermore, the Master Funds may engage in certain investment activities that involve the use of leverage, including through credit default swaps or total return swaps. While leverage presents opportunities for increasing the Fund’s total return, it may potentially increase losses as well. Accordingly, any event that adversely affects the value of an

investment by a Master Fund would be magnified to the extent leverage is used. The cumulative effect of the use of leverage by the Master Funds in a market that moves adversely to the Fund’s investments could result in a loss to the Fund that would be greater than if leverage had not been used, including loss of the entire investment and also the possibility of loss exceeding the original amount of a particular investment. There are also financing costs associated with leverage, and each leveraged investment will involve interest rate risk to the extent that financing charges for such leveraged investment are based on a predetermined interest rate. Lender Liability; Equitable Subordination; Fraudulent Conveyance Investments structured as loans or other forms of indebtedness may subject the Fund to claims of lender liability and/or may be subject to claims of equitable subordination or recharacterization. The risk of such claims may be exacerbated if a Master Fund holds a significant equity position and/or certain management positions (including representation on the board of directors, which could further expose the assets of a Master Fund to claims by a portfolio company, its security holders and its creditors and have other implications) with respect to the applicable borrower. Lender liability is founded on the premise that a lender has violated a duty (whether implied or contractual) owed to the borrower, its other creditors and/or its shareholders. Such duties may include the duty of good faith, the duty of commercial reasonableness and fair dealing, or a fiduciary duty arising from the lender’s exercise of an excessive degree of control over the borrower. Under the concept of “equitable subordination,” a court may subordinate the claim of a lender or bondholder to the claims of other creditors in certain circumstances, such as if the court finds that such lender or bondholder engaged in inequitable conduct to the detriment of other creditors. In addition, under certain circumstances, a loan may be recharacterized as an equity contribution if a court determines that the loan was in substance a disguised equity contribution to a company. If a court recharacterizes a loan as an equity contribution, such loan would be made subordinate to the claims of all creditors. Any successful claims of lender liability against the Fund or any successful claims of equitable subordination or recharacterization with respect to any investment could have a material adverse effect on such investment (possibly resulting in losses that exceed the value of such investment) and on the Fund. Further, because a Master Fund may not be the lead creditor with respect to certain of its investments, it is possible that lender liability claims or equitable subordination or recharacterization remedies affecting the Fund’s investments could arise without the direct involvement of the Fund, the General Partner or Moore Capital Management. Investments structured as loans or other forms of indebtedness may also be subject to claims of fraudulent conveyance. With respect to a loan or other form of indebtedness, a court may find that (a) the borrower had not received fair consideration or reasonably equivalent value when it entered into the loan or other form of indebtedness, and (b) after giving effect to such indebtedness and the use of the proceeds of such indebtedness, the borrower (i) was insolvent; (ii) was engaged in a business for which such borrower’s remaining assets constituted unreasonably small capital; or (iii) intended to incur, or believed that it would incur, debts that it would be unable to pay as they matured. Upon such a finding, a court could invalidate such indebtedness as a fraudulent conveyance or could impose other remedies, including recouping payments made by the lender with respect to the indebtedness. In addition, if a bankruptcy proceeding is commenced relating to a borrower with

respect to an investment, payments made on such investment may be subject to avoidance as “preferential payments” if made within a certain period of time (which may be as long as one year) prior to the commencement of such proceeding and while the borrower was insolvent. Such payments may be recaptured from a Master Fund, as the initial recipient, and/or from some or all limited partners to the extent that (x) such investors are subsequent transferees of such payments, and (y) the court presiding over the applicable bankruptcy or insolvency proceeding has jurisdiction over such investors or their assets. Any claims of fraudulent conveyance or preferential payment with respect to an investment could have a material adverse effect on the Fund, which could be required to return related payments. Non-U.S. Investments Investing in non-U.S. countries involves certain risks and special considerations not typically associated with investing in other more established economies or securities markets. Such risks may include (a) the risk of nationalization or expropriation of assets or confiscatory taxation; (b) social, economic and political uncertainty; (c) dependence on exports and the corresponding importance of international trade and commodities prices; (d) less liquidity of securities markets; (e) currency exchange rate fluctuations; (f) potentially higher rates of inflation (including hyperinflation); (g) controls on investment and limitations on repatriation of invested capital and the Fund’s ability to exchange local currencies for U.S. dollars; (h) government decisions to discontinue support for economic reform programs and imposition of centrally planned economies; (i) differences in auditing and financial reporting standards which may result in the unavailability of material information about economics and issuers; (j) less extensive regulatory oversight of securities markets; (k) longer settlement periods for securities transactions; (l) less stringent laws regarding the fiduciary duties of officers and directors and protection of investors; (m) governmental and judicial corruption; and (n) certain consequences regarding the maintenance of securities and cash with non-U.S. brokers, subcustodians and securities depositories. Credit and Market Risks The Master Funds’ investments in loans and other debt instruments will entail normal credit risks (e.g., the risk of non-payment of interest and principal) and market risks (e.g., the risk that certain market factors will cause the value of the instrument to decline). Loans and other debt instruments may be subject to fluctuations due to changes in an issuer’s credit quality. In addition, because interest rates on certain loans only reset periodically and may not perfectly correlate with prevailing interest rates, during such time as the interest rate of a loan is fixed, such loan may be subject to the same fluctuations due to interest rate changes as fixed-rate obligations of similar duration. Also, a default on a loan that is held by a Master Fund or a sudden and extreme increase in prevailing interest rates may cause a decline in the Fund’s asset value. Non-Payment of Principal and Interest The Master Funds’ investments are subject to the risk of non-payment of interest or principal by the borrowers with respect to such investments. Such non-payment could result in a reduction of income to the Master Funds and a reduction in the value of the loans experiencing non-payment. Although the Master Funds may make investments that Moore Capital Management believes are secured by specific collateral, there can be no assurance that the liquidation of any such collateral would satisfy

the borrower’s obligation in the event of non-payment of interest or principal with respect to such investment. Uncertain Recovery Value of Collateral A substantial component of Moore Capital Management’s analysis of the desirability of making a given investment relates to the estimated residual or recovery value of such investments in the event of the insolvency of the issuer. This residual or recovery value will be driven primarily by the value of the underlying assets constituting the collateral for such investment. The value of collateral can, however, be extremely difficult to predict and in certain market circumstances there could be little, if any, market for such assets. Moreover, depending upon the status of these assets at the time of an issuer’s default, they may be substantially worthless. The types of collateral owned by the issuers in which the Master Funds invest will vary widely, and during times of recession and economic contraction, there may be little or no ability to realize on any of these assets. Uncertain Exit Strategies Due to the less liquid nature of most of the investments in which the Master Funds are expected to invest, Moore Capital Management is unable to predict with confidence what the exit strategy will ultimately be for any given position, or that one will definitely be available. Exit strategies which appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political or other factors. Counterparty Credit Risk Bilateral and Non-Cleared Swaps Where the Fund enters into derivatives contracts that are not centrally cleared through a CCP, the Fund is subject to the risk that a counterparty will not perform its obligations under such contracts, either because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Such “counterparty risk” may be accentuated by the fact that the Fund may concentrate its transactions with a single or small group of counterparties. In addition, in the case of a default, the Fund could become subject to adverse market movements while replacement transactions are executed. The Fund is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Although certain of the swap counterparties may be entities that are rated by recognized rating agencies, the Fund has no formal internal credit function that evaluates the creditworthiness of its swap counterparties. The ability of the Fund to transact business with any one or number of counterparties, the possible lack of a meaningful and independent evaluation of such counterparties’ financial capabilities, and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund. However, the Fund’s counterparty credit exposure will be greatly mitigated if it receives collateral from its counterparty. The U.S. banking agencies have adopted margin requirements for non-cleared swaps which apply to banking entities registered as “swap dealers” (“SDs”) with the CFTC, and the CFTC has adopted similar margin requirements which apply to SDs that are not banking entities (in each case, with respect to all non-cleared swaps entered into on or after the relevant compliance dates). While neither the Fund nor any entity through which it executes swaps will be directly subject

to these margin requirements, the Fund will be indirectly impacted by the margin requirements where its counterparty is an SD. The Fund may be classified as a financial counterparty without a “material swaps exposure” for purposes of these margin rules. As a result, beginning on the relevant compliance date, the Fund may be required to post initial margin on a daily basis to its SD counterparties (and, if contractually agreed, to any non-SD counterparty) in an amount that the counterparty determines appropriate to address the Fund’s credit risk and the risk of the transaction, and to exchange variation margin (in the form of cash, certain highly liquid securities or gold) on a daily basis with its SD counterparties (and, if contractually agreed, with any non-SD counterparty) to cover the cumulative mark-to-market change in value of the transaction since the last exchange of variation margin. The amount of margin that must be posted and collected pursuant to these regulatory requirements may be determined on a net basis (taking into account offsetting exposures) with respect to a portfolio of uncleared swaps and/or security-based swaps that are governed by a master netting agreement that satisfies certain criteria. In addition, the U.S. banking agencies’ margin rules apply to non-cleared security-based swaps entered into by “security-based swap dealers” (“SBSDs”) that are banking entities, and the SEC has adopted margin rules for SBSDs that are not banking entities. To the extent that the Fund’s SD counterparty collects initial margin from the Fund on its uncleared swaps and security-based swaps, the Fund may request that the SD counterparty segregate all such initial margin posted by the Fund at an independent, third party custodian or at an affiliate of the SD that serves as a custodian (but segregation will not be required absent such a request). If the Fund does not request segregation of such initial margin, the custodian or counterparty may commingle such assets or collateral with the custodian’s or counterparty’s own assets. In addition, even where the Fund requests segregation of such initial margin, the custodian or counterparty may fail to segregate such assets or collateral properly. In either case, in the event of the bankruptcy or insolvency of any custodian or counterparty, the Fund’s assets and collateral may be subject to the conflicting claims of the creditors of the relevant custodian or counterparty, and the Fund may be exposed to the risk of a court treating the Fund as a general unsecured creditor of such custodian or counterparty, rather than as the owner of such assets or collateral. Exchange-Traded and Cleared Swaps The risks arising from non-cleared derivatives transactions differ materially from those entailed in transactions that are cleared through CCPs such as U.S.-registered derivatives clearing organizations (“DCO”). As of the date hereof, the CFTC requires that certain interest rate swaps and index CDS be cleared through a DCO (unless an exception or exemption applies), and the CFTC is expected to expand the types of swaps (e.g., foreign currency and commodity swaps) subject to mandatory clearing. While the SEC has adopted rules establishing a framework for determining which securitybased swaps will be subject to mandatory clearing, as of the date hereof, no such clearing determination has been issued. Where the Fund enters into swaps subject to mandatory clearing, it may be required to clear such swaps at a DCO through a FCM acting as clearing broker. The Fund will have to post initial margins to CCPs through FCMs or broker-dealers (in the U.S.) or other clearing brokers (outside the U.S.), and for swaps cleared at CCPs that are U.S.-registered DCOs, such initial margins will be held by such DCOs and FCMs in segregated accounts under the CFTC rules. Such segregation is intended to protect the initial margins of swap clearing customers from the claims of other creditors of a CCP or

FCM. Furthermore, the CFTC rules implement the so-called “legally segregated, operationally commingled” (“LSOC”) model for the segregation of swap clearing customer collateral on a customer-by-customer basis, which is intended to protect each customer from the so-called “fellow customer risk” that arises where the default of one customer leads to the insolvency of the FCM carrying such defaulting customer’s swaps and such insolvency results in losses to other customers of the FCM. However, in the event of the bankruptcy or insolvency of such CCP or FCM, even if the initial margin is segregated, the Fund is subject to risk that it will not receive a complete return of such margin, and such segregation will not protect the Fund from operational or fraud risk of a CCP or FCM with respect to such initial margin. In addition, the initial margins posted to a non-US CCP through a non-US clearing broker may not even be segregated from the property of such CCP and/or clearing broker. (As of the date hereof, the SEC has no final rules for the treatment and protection of customer property, including initial margins, held by CCPs and broker-dealers.) In addition, where the Fund enters into certain swaps that are subject to mandatory clearing, it may be required to execute such swaps on a registered designated contract market (“DCM”) or swap execution facility (collectively, “SEFs”) if such swaps are “made available to trade” on a DCM or SEF. As of the date hereof, the CFTC requires that certain interest rate swaps and index CDS be executed on a SEF or DCM, but SEFs and DCMs are permitted to self-certify additional types of interest rate swaps and index CDS subject to this requirement (and once the CFTC expands mandatory clearing to apply to other types of swaps, SEFs and DCMs will be authorized to selfcertify such swaps for mandatory exchange-trading as well). The SEC has adopted rules establishing a registration regime for security-based SEFs, but has not yet proposed rules to implement the mandatory trade execution requirement with respect to security-based swaps. In addition, certain foreign jurisdictions may impose their own clearing and trade execution requirements that could apply to the Fund’s transactions with non-U.S. counterparties. While the Fund will benefit from reduced counterparty credit and operations risk and pricing transparency resulting from these clearing and trade execution requirements, the Fund will incur additional costs in trading these swaps. In addition, while the Fund will attempt to execute, clear and settle these transactions through entities Moore Capital Management believes to be sound, there can be no assurance that a failure by any such entity will not lead to a loss to the Fund. Swap transactions entered into by a subsidiary of the Fund that is an operating company (i.e., a nonfinancial entity) will not be subject to the margin, capital and trade execution requirements described above. Interest Rate Risk A portion of the Master Funds’ assets may be invested in performing or non-performing fixed income assets. Unlike the value of non-performing debt instruments, the value of performing fixed income securities is likely to change inversely with changes in interest rates. Further, securitizations may have embedded interest rate risk because the value of a given tranche can be affected by interest rate changes, which can change the amount of expected cash flow for an asset that the Fund holds. As interest rates rise, the market value of fixed income securities tends to decrease. Conversely, as interest rates fall, the market value of fixed income securities tends to increase. This risk will be greater for long-term securities than for short-term securities. The General Partner may attempt to minimize the exposure of the portfolios to interest rate changes through the use of interest rate swaps,

interest rate futures and/or interest rate options or derivatives. However, there can be no guarantee that the General Partner will be successful in fully mitigating the impact of interest rate changes. Currency Exposure Risk The Partners’ respective capital accounts will be denominated in U.S. dollars and distributions generally will be made in U.S. dollars. The Master Funds may make certain investments denominated in currencies other than the U.S. dollar. By trading in foreign exchange and investing in derivative instruments relating to international securities and such securities themselves, the Master Funds will have exposure to fluctuations in currency exchange rates. Changes in the rates of exchange between the U.S. dollar and other currencies will have an effect, which could be adverse, on the performance of the Fund, amounts available for distribution by the Fund and the value of investments distributed by the Fund. Additionally, a particular non-U.S. country may impose exchange controls, devalue its currency or take other measures relating to its currency that could adversely affect the Fund. Finally, the Master Funds will incur costs in connection with conversions between various currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment, capital appreciation and political developments. The Master Funds may employ hedging techniques (described in further detail below) as a means to mitigate such currency exposure risk; however, there can be no assurance that such mechanisms will be successful. Hedging Transactions As noted above, in connection with the consummation of certain investments, the Master Funds may employ hedging techniques designed to protect the Fund against adverse movements in currency, interest rates, commodity prices or other portfolio exposures. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks, and the markets in which hedging transactions are effected are volatile, and often specialized and technical. Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of such portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus seeking to moderate the decline in the portfolio position’s value. Such hedging transactions also limit the opportunity for gain if the value of the portfolio position should increase. In the event of an imperfect correlation between a position in a hedging instrument and the portfolio position that it is intended to protect, the desired protection may not be obtained, and the Fund may be exposed to risk of loss. Thus, while the Fund may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, currency exchange rates or commodity prices may result in a poorer overall performance for the Fund than if they had not entered into such hedging transactions. Banking System Volatility In March of 2023, the failure of Silicon Valley Bank (“SVB”) and Signature Bank prompted the FDIC to take swift measures with respect to receivership and subsequent sales of their respective assets. At the time of their failures, SVB and Signature Bank were, respectively, the second and third largest bank failures in U.S. history. Shortly after these events, Credit Suisse experienced significant declines and announced it would undergo an emergency take-over by UBS. Following these high48

profile events, the share prices of several other U.S. and non-U.S. banks experienced significant declines or sell-offs, with several being placed on “watch lists,” suffering ratings downgrades and/or receiving emergency funding from governments. In May of 2023, First Republic Bank failed, with its deposits and most of its assets being sold by the FDIC to JPMorgan Chase Bank, N.A. in a negotiated transaction. While the immediate issues resulting from these bank failures appear to have been mitigated, the instances of such banking failures resulted in market volatility and disruption, and any such future emergencies have the potential to create materially adverse impacts on economic production and activity in ways that cannot be predicted, all of which may result in substantial losses to the Fund. The ultimate impact of banking failures and their resulting effects on market confidence on global economic conditions, and on the operations, financial condition, and performance of any particular industry or business, are impossible to predict. However, potential additional material adverse effects, including a global or regional economic downturn (including a recession) of indeterminate duration and severity, are possible. Even if the aforementioned bank failures were isolated occurrences, it will be difficult to assess what the longer-term impacts of an extended period of unprecedented economic dislocation and disruption will be on future macro- and micro-economic developments, the health of certain industries and businesses, and commercial and consumer behavior. CERTAIN RISKS RELATING TO INVESTMENTS IN ALTERNATIVE ASSET FUNDS Private Investments Generally The Master Funds may make private investments, including investments in private debt and equity instruments (stock, preferred securities and warrants, for example). Such investments generally are characterized by a high degree of illiquidity, frequently lasting several years and possibly indefinitely. The realization of a return, if any, on such an investment (other than amounts generated as current income) generally will occur only upon the partial or complete monetization of such investment, including by means of a dividend, distribution, recapitalization, initial public offering, sale or similar financial event. Contractual or legal restrictions may delay realization of such an investment beyond the occurrence of any such financial event. Investors must be prepared to bear the risks of the Fund’s participating in such investments for an extended and indefinite period of time. A private investment may be difficult to value, particularly in the absence of a specific liquidity event, readily available comparable investments, or a material change in the company, industry or financial instruments associated with such investment. The long time horizons of certain private investments may expose the Fund to shifts in market, economic, political, technological, regulatory and/or social conditions to an unusual degree. Developments occurring after such an investment is acquired may fundamentally alter the anticipated market for such investment, preventing a Master Fund from disposing of such investment profitably or at all, or subjecting the Fund to risk of a complete loss on such investment. There is often little or no publicly available information about privately held companies or private debt or equity instruments, and any such company or issuer of such instruments may be subject to

less rigorous internal financial controls and less rigorous financial reporting standards than a public company or issuer of public debt or equity instruments. Further, certain of the Fund’s investments may be in businesses or financial instruments that have limited transparency, and there can be no assurance that Moore Capital Management’s investment decision will be based on all relevant information. Moore Capital Management or its affiliates may become involved in the exercise of control of a particular privately held company, including by participating in boards of directors, equityholders’ committees or other groups (whether formal or informal) and by being involved in litigation. In connection with the disposition of an investment in a privately held company, a Master Fund may be required to make representations about the business and financial affairs of such company, may be responsible under applicable securities laws for the contents of certain disclosure documents and/or may be required to provide indemnification to the extent that any such representations or disclosure documents are inaccurate or misleading. These arrangements may result in contingent liabilities, which may ultimately be borne by the limited partners. Reliance on Operating Service Providers While it is generally the intent of the General Partner to conduct business with operating service providers, such as asset managers and leasing agents, with proven track records, there can be no assurance that such operating service providers will continue to operate successfully. Although Moore Capital Management will monitor the performance of each service provider with which the Fund conducts business, the Fund will rely upon such operating service providers to conduct their own operations in a successful manner. In general, all of the costs and expenses of the Fund’s operating service providers (including any management fee or incentive or performance-based fee charged in respect of a Fund investment) will be borne by the Fund without any reduction of the General Partner’s or Moore Capital Management’s carried interest or management fee, respectively. For the avoidance of doubt, the Fund’s operating service providers are, and will be, unaffiliated thirdparties with whom the Fund enters into business arrangements on an arms-length basis. Competitive Nature of the Fund’s Business The business of the Fund is highly competitive. The success of the Fund as a whole depends on the identification and availability of suitable investment opportunities. The availability of investment opportunities will be subject to market conditions and other factors outside the control of the Fund. There can be no guarantee that the General Partner and/or Moore Capital Management will be able to identify investment opportunities for the Master Funds, or that such investment opportunities will lead to completed investments by the Master Funds. Moore Capital Management and the General Partner will be competing for investments against other groups, a number of which have recently raised or are raising credit opportunities funds or other investment vehicles to invest in debt securities or other investments that the Fund may consider. Other investors may make competing offers for investment opportunities that are identified, and consummating a transaction is subject to a myriad

of uncertainties, only some of which are foreseeable or within the control of Moore Capital Management or the General Partner. Risk of Inability to Identify Sufficient Number of Investment Opportunities There can be no assurance that Moore Capital Management will be able to find suitable opportunities consistent with its investment approaches. Moore Capital Management may be unable to find a sufficient number of attractive opportunities to meet its investment objectives. Among other things, market conditions may limit the availability of investment opportunities and the competition for investment opportunities (including among other accounts managed by Moore Capital Management or an affiliate) may be high. Such limitations may cause delays in deploying the Master Funds’ capital, may result in a significant portion of the capital commitments remaining uncalled, and may negatively impact the Funds’ returns. Leverage; Ability to Obtain Leverage The General Partner may use leverage to achieve a higher rate of return. While leverage presents opportunities for increasing the Fund’s total return, it may increase losses as well. Accordingly, any event that adversely affects the value of an investment by the Fund would be magnified to the extent leverage is used. The cumulative effect of the use of leverage by the Fund in a market that moves adversely to the Fund’s investments could result in a loss to the Fund that would be greater than if the Fund was not leveraged. If the Fund was to default under a credit facility, the lenders under such credit facility could foreclose on the collateral and take possession of those assets pledged by the Fund. The use of margin creates additional risks to the Fund. If the value of the Fund’s securities fell below the margin level required by a prime broker, additional margin deposits would be required. If the Fund were unable to satisfy any margin call by a prime broker, the prime broker could liquidate the Fund’s position in some or all the financial instruments that are in the Fund’s account at the prime broker and cause the Fund to incur significant losses. The failure to satisfy a margin call, or the occurrence of other material defaults under margin or other financing agreements, could trigger cross-defaults under the Fund’s agreements with other brokers, lenders, clearing firms or other counterparties, multiplying the adverse impact to the Fund. In the event of a sudden decrease in the value of the Fund’s assets, the Fund might not be able to liquidate assets quickly enough to satisfy its margin requirements. In that event, the Fund may become subject to claims of financial intermediaries that extended “margin” loans. Such claims could exceed the value of the assets of the Fund. The banks and dealers that provide financing to the Fund can apply essentially discretionary margin, haircut, financing and collateral valuation policies. Changes by banks and dealers in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. There can be no guarantee that the Fund will be able to obtain appropriate amounts of leverage, or that leverage may be obtained on terms and pricing that the General Partner finds attractive. As a result, prospective investors should recognize that the investments of the Fund may not be leveraged or may not be leveraged at an amount that would be most appropriate for the Fund. Should the

appropriate amount of leverage not be obtained or used by the Fund, the total returns for the Fund may be lower than they would have been had such amount of leverage been used. The Master Funds may incur potentially significant expenses, including interest charges and commitment fees, in connection with any leverage that it uses. In addition, the rights of any lenders to the Master Funds to receive payments of interest or repayments of principal generally will be senior to those of the investors in the Fund and the terms of any such borrowings may restrict certain activities of the Fund, including the ability to make distributions. The extent to which the Fund uses leverage (directly or indirectly) may have important consequences to the investors, including but not limited to, the following: (a) greater fluctuations in the net assets of the Fund and/or losses on investments where the investment fails to earn a return that equals or exceeds the Fund’s cost of borrowing such funds; (b) use of cash flow for debt service, rather than for additional investments, distributions, or other purposes; (c) to the extent that Fund revenues are required to meet principal payments, the Partners may be allocated income (and therefore tax liability) in excess of cash available for distribution; and (d) in certain circumstances the Fund may be required to sell instruments prematurely to service its debt obligations. There can also be no assurance that the Fund will have sufficient cash flow to meet its debt service obligations. As a result, the Fund’s exposure to losses may be increased due to illiquidity of its investments generally. Master-Feeder Fund Structure Each Feeder Fund invests its assets through a “master-feeder” fund structure in the Master Funds. The “master-feeder” fund structure and in particular the existence of multiple investment vehicles investing in the same portfolio presents certain unique risks to investors, including the increased costs associated specifically with investing through the Master Funds (which are borne on a pro rata basis by the various entities investing in the Master Funds). Conflicts of Interest Moore Capital Management and its officers and employees have several conflicts of interest as a result of the other activities in which they engage. For a more detailed discussion of these conflicts of interest, see “Certain Conflicts of Interest” below. For example, members of Moore Capital Management’s Investment team may have conflicts of interest in allocating their time. Moreover, each member of Moore Capital Management’s Investment team is engaged in other business activities which consume some of their time and attention. The professional staff of Moore Capital Management will devote as much time to the Funds as such professionals deem appropriate to perform their duties in accordance with the management agreement. However, such persons may be committed to providing investment advisory and other services for other clients and engage in other business ventures. As a result of these separate business activities, Moore Capital Management has conflicts of interest in allocating management time, services and functions among the Funds other advisory clients and other business ventures. Limited Partners with Significant Fund Interests To the extent any limited partner, individually or acting together with other limited partners, holds a significant Interest in a Fund, such limited partner may have the ability to control the outcome of matters submitted to the limited partners. Any such person may cause actions to be taken that an

individual limited partner may not agree with or that are not in the interests of such individual limited partner. Unspecified Use of Proceeds The proceeds of the offering of interests in the Fund will be used by the Master Funds to make investments that, as of the date hereof, have not been selected by the General Partner or Moore Capital Management (except to the extent otherwise specified in this Memorandum or a supplement thereto). Purchasers of interests will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the investments to be made by the Master Funds and, accordingly, will be dependent upon the judgment and ability of the General Partner and Moore Capital Management in investing and managing the capital of the Fund. No assurance can be given that the Master Funds will be successful in obtaining suitable investments, or that if such investments are made, the objectives of the Fund will be achieved. Potential Lack of Diversification Except as set forth in the private placement memorandum, the General Partner is not under any other obligation to diversify the Fund’s investments, whether by reference to the amount invested or the industries or geographical areas in which investments are made. Further, the Fund’s portfolio may not be diversified among a wide range of issuers. Unfavorable performance by any number of investments could substantially adversely affect the aggregate returns realized by the limited partners, and the investment portfolio of the Fund may be subject to more rapid change in value than would be the case if the Fund was required to maintain a wide diversification among companies, industries and types of securities. To the extent the Master Funds invest a relatively high percentage of their assets in bank loans or other debt instruments of a limited number of borrowers, the Fund will be more susceptible than a more widely diversified investment partnership to the negative consequences of a single corporate, economic, political or regulatory event. Investments Longer than Term The Master Funds may make investments that may not be advantageously disposed of prior to the date that the Fund will be dissolved, either by expiration of the Fund’s term or otherwise. Although the General Partner expects that investments will be disposed of prior to winding-up, the General Partner has a limited ability to extend the term of the Fund, and the Fund may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of winding-up. In-kind Distributions While the Fund generally intends to pay withdrawal and distribution proceeds in cash, a limited partner may receive in-kind distributions of assets, which investments may be highly illiquid. In the event of any distributions in-kind, the assets to be distributed will be valued pursuant to the valuation principles described in Moore Capital Management’s valuation policy. No Right to Control the Fund’s Operations Interests in the Fund are generally passive investments. Investors in the Fund will have no opportunity to control the day-to-day operation of the Fund, including investment and disposition

decisions. The General Partner will have sole and absolute discretion in structuring, negotiating and purchasing, financing and eventually divesting investments on behalf of the Fund. Consequently, the investors in the Fund will generally not be able to evaluate for themselves the merits of particular investments prior to the Master Funds making such investments, nor will investors in the Fund be entitled to participate in any manner in the decisions regarding refinancing or divestiture of any investments. In order to safeguard their limited liability for the liabilities and obligations of the Fund, investors in the Fund must rely entirely on the General Partner and Moore Capital Management to conduct and manage the affairs of the Fund. Consequences of Default In the event that an investor in the Fund fails to fund any portion of its capital commitment when due, such investor may forfeit a substantial portion of its interest and be subject to other default provisions under the partnership agreements. Recourse to the Fund’s Assets The Fund’s assets, including any investments made by the Master Funds and any funds held by the Fund, may be used to satisfy any liabilities and other obligations of the Fund. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund’s assets generally and may not be limited to any particular asset, such as the asset representing the investment giving rise to the liability. Liability for the Return of Distributions If the Fund is otherwise unable to meet its obligations, the partners may be obligated to return cash distributions previously received by them in accordance with the partnership agreements. Follow-On Investments After the expiration of the investment period, the Master Funds may make follow-on investments of aggregate capital commitments for all follow-on investments made after the end of the investment period, which may be made in the same or a different class or type of assets as the related initial investment. Even if a Master Fund desires to make such a follow-on investment, it is possible that the Fund will have insufficient available capital to make such investment. Any decision by the General Partner not to make a follow-on investment or any inability by the Fund to make such a follow-on investment could have a material adverse effect on an existing investment and the performance of the Fund. Illiquidity Interests in the Fund represent highly illiquid investments and should only be acquired by investors able to commit their funds for an indefinite period of time. The interests are subject to restrictions on withdrawal and transfer. The interests have not been and will not be registered under the Securities

Act of 1933 (“Securities Act”), the securities laws of any state, or the securities laws of any jurisdiction, and there will be no public market for the interests and none is expected to develop. Each investor in the Fund will be required to represent, among other things, that it is acquiring the interests purchased by it for investment and not with a view to resale or distribution. Each investor in the Fund must be prepared to bear the economic risk of an investment in the Fund for an indefinite period of time, because interests cannot be resold unless (a) they are subsequently registered under the Securities Act and/or the applicable securities laws of any state or other jurisdiction or an exemption from such registration is available, and (b) the Fund consents in its sole discretion to a transfer. Further, an investor in the Fund generally may not withdraw any amount from the Fund. No Withdrawal Rights; Long-Term Commitment An investment in the Fund requires a long-term commitment, without any certainty of a return of capital. Limited partners may not make withdrawals from their capital accounts. Limited partners, furthermore, may not receive any distributions until the conclusion of the investment period, at which point the timing of any distributions by the Fund may remain uncertain. The amount and timing of distributions to limited partners will depend on the available cash received by the Fund, which, in turn, will depend on the disposition of the assets held by the Fund as well as the General Partner’s determination of the amounts that such Fund needs to hold in reserve to meet expenses and financial commitments. There can be no assurance that all of the Fund’s assets will be realized following the investment period, or that the General Partner will not determine to retain any substantial portion of the disposition proceeds received by the Fund as a reserve against future obligations. A limited partner should expect to be committed to the Fund for six or more years, irrespective of materially adverse changes to the General Partner, Moore Capital Management, the Fund, general economic conditions and/or such limited partner’s own financial situation. A limited partner must be prepared to be fully exposed to the risk of the Fund’s performance for an indefinite period of time. Compulsory Withdrawals of a Limited Partner May Occur Under Certain Circumstances A limited partner may be required to withdraw from the Fund, in the General Partner’s discretion, pursuant to the partnership agreements. In addition, a limited partner who fails to make a capital contribution under its capital subscription by the applicable contribution due date may be designated as a defaulting limited partner subject to penalties as set forth in the partnership agreements. Dilution from Subsequent Closings Limited partners making capital commitments after the first closing will participate in the existing investments of the Fund, thereby diluting the interest of existing limited partners. Although such subsequent limited partners will contribute their pro rata share of prior capital contributions (plus the subsequent closing amount), there can be no assurance that their capital contributions will reflect the fair value of the Fund’s existing investments at the time that such additional limited partners make their capital commitments, despite the Fund’s marking-to-market of such existing investments if

Moore Capital Management believes that there has been a material change in their fair value from the first closing. Third-Party Litigation The Master Funds’ investment activities subject the Fund to the risk of becoming involved in litigation by third parties. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would, absent certain conduct by the General Partner or Moore Capital Management, be borne by the Fund, would reduce net assets and could require partners to return to the Fund distributed capital and earnings. Moore Capital Management, the General Partner and others are entitled to be indemnified by the Fund in connection with such litigation, subject to certain limitations. Certain U.S. Tax Issues; Phantom Income The U.S. federal, state and local income taxation of partnerships is extremely complex, involving, among other things, significant issues as to the character, timing of realization and sourcing of gains and losses. Based on the onshore Fund’s status as a partnership for U.S. federal income tax purposes, each limited partner will be required to recognize its allocable share of the onshore Fund’s taxable income and gain. The onshore Fund, through its investments in the Master Funds or other additional vehicles, may generate substantial ordinary income in addition to capital gains. Limited partners may be allocated a portion of the onshore Fund’s taxable income without regard to actual cash distributions. In particular, the Master Funds may engage in certain transactions which may require limited partners to recognize taxable income or gain without a corresponding receipt of cash. Accordingly, a limited partner’s tax liability could exceed the cash distributions to it in any tax year. Taxation in Certain Jurisdictions The onshore Fund, Master Funds, or limited partners may be subject to income or other tax in jurisdictions in which investments are made. Additionally, withholding taxes or branch taxes may be imposed on earnings of the onshore Fund or Master Funds (or vehicles through which the onshore Fund or Master Funds invest) from investments in such jurisdictions. In addition, local tax incurred in a jurisdiction by the onshore Fund or Master Funds (or vehicles through which the onshore Fund or Master Funds invest) may not entitle limited partners to either (i) a credit against tax that may be owed in their respective home tax jurisdictions; or (ii) a deduction against income taxable in such home jurisdictions by the limited partners. There can be no assurance that tax authorities in the jurisdictions in which the Master Funds invest will not treat the Master Funds (or any of their affiliates) as if they have a permanent establishment in the local jurisdiction, which would result in additional local taxation. Income or gains of the onshore Fund or Master Funds may be subject to withholding, income, net wealth or other tax in the jurisdictions where such investments are located. Taxes paid or withheld by the onshore Fund or Master Funds that are allocable to a limited partner will generally be deemed to have been distributed to such limited partner. In certain situations, the Master Funds may hold investments through entities organized outside the U.S. that are treated as corporations for U.S. federal income tax purposes. Limited partners may be subject to special rules applicable to

“controlled foreign corporations” or “passive foreign investment companies” with respect to investments made through such entities. Annual Tax Information Annual U.S. federal tax information from the Master Funds or other vehicles through which the onshore Fund invests may not be received in sufficient time to permit the onshore Fund to incorporate such information into its annual U.S. federal tax information and to distribute such information to limited partners prior to April 15 each year. As a result, limited partners may be required to obtain extensions for filing U.S. federal, state and local income tax returns each year. In such case, to the extent practicable, the onshore Fund anticipates that it will provide estimated annual U.S. federal tax information prior to April 15, in order to assist limited partners in estimating their tax liabilities. The onshore Fund’s ability to make such estimates will depend on its ability to obtain estimated annual U.S. federal tax information from the Master Funds and other vehicles. Tax Risks An investment in the onshore Fund involves a number of complex tax considerations, including distributions and dividends paid across national boundaries. The onshore Fund and/or the limited partners could become subject to additional or unforeseen taxation in jurisdictions in which the Master Funds operate and invest. These taxes may not be creditable or deductible by the onshore Fund, the Master Funds, or the limited partners. Furthermore, changes in tax legislation in any of the countries in which the Master Funds will have investments, or changes in tax treaties negotiated by those countries, could adversely affect the returns from the onshore Fund to its investors. No assurances can be given on the actual level of taxation borne by the onshore Fund. Limited partners should consult their own tax advisors on the tax implications to them of investing in, holding and disposing of and receiving distributions in respect of an interest in the onshore Fund. For more information regarding tax considerations, please see the private placement memorandum. POTENTIAL CONFLICTS OF INTEREST General Potential investors in the Fund should be aware that there will be situations where the General Partner, Moore Capital Management and their respective affiliates may encounter potential conflicts of interest in connection with the Fund’s investment activities. The following discussion details certain actual and potential conflicts of interest that should be carefully considered before making an investment in the Fund. By acquiring an Interest, each investor in the Fund will be deemed to have acknowledged the existence of any such actual and potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest. The General Partner has a fiduciary duty, as modified by the partnership agreements, to manage the Fund in the best interests of the limited partners and will in good faith attempt to resolve potential conflicts of interest in a manner that it believes is in, or not opposed to, the best interests of the limited partners. No assurance can be given that such efforts will be successful. The Fund will indemnify the General Partner, Moore Capital Management and their respective affiliates to the full extent set forth in the partnership agreements. There may be occasions when Moore Capital

Management, the General Partner or their affiliates will encounter conflicts of interest in connection with the Fund’s activities including, potentially, the allocation of investment opportunities. There can be no assurance that Moore Capital Management or the General Partner will resolve conflicts of interest in a manner that is favorable to the Fund’s investors. Allocation of Investment Opportunities As a result of the Moore Group’s (as defined below) management of other pooled investment vehicles and its management and trading of proprietary accounts, members of the investment team and other personnel of Moore Capital Management will be involved in investments or have knowledge of investment opportunities outside of the Fund. Such investment opportunities include but are not limited to investments in private equity, venture capital, special purpose acquisition companies, private investment in public equity transactions, managed funds and cryptocurrencies. Consistent with the partnership agreement, and subject to Moore Capital Management’s policies and procedures and any applicable requirements under the Advisers Act, members of the investment team and other personnel of Moore Capital Management may participate in these investments outside of the Fund. In addition, the investment team head manages a portion of the Moore Group’s proprietary capital with a strategy that, in general, focuses on liquid Asset-Backed Securities (“Liquid ABS”). Liquid ABS differ from the Asset-Backed Securities that the Fund will trade primarily because Liquid ABS (a) are traded in the open-market, typically bearing CUSIP or ISIN identification numbers; (b) settle through ordinary channels (e.g., DTC and Euroclear); (c) are transacted with market-determined pricing and transparency; (d) do not require structuring and negotiation to transact; and (e) are generally held for short durations. Investment Adviser to Other Funds Moore Capital Management will also serve as investment adviser to other investment funds or separate accounts and may also serve as investment adviser to future investment funds or separate accounts, in which the Fund will have no interest. These funds and accounts may have investment objectives, programs, strategies and positions that are similar to or may conflict with those of the Fund, or may compete with, or have interests adverse to, the Fund. Moore Capital Management may give advice or take action with respect to the investments and transactions of Moore Capital Management’s other funds or separate accounts that may differ from the advice given or the timing or nature of any action taken with respect to transactions for the Fund due to a variety of differences, such as regulatory and tax issues and differences in investment programs. Moore Capital Management and its affiliates and personnel, including members of the investment team, will devote as much of their time to the activities of the Fund as they deem necessary and appropriate. Moore Capital Management and its affiliates are not restricted from entering into other investment advisory relationships, or from engaging in other business activities, which may involve substantial time and resources of Moore Capital Management and its affiliates. These activities could be viewed as creating a conflict of interest because the time and effort of Moore Capital Management and its affiliates will not be devoted exclusively to the business of the

Fund but will be allocated between the business of the Fund, and the management of the investments of other clients of Moore Capital Management and its affiliates. Investment Opportunities It is not anticipated that the Master Funds will make new investments following the investment period (with certain exceptions described in the private placement memorandum). The Master Funds will remain actively engaged in the operation, maintenance and disposition of their existing investments until such time as their portfolios are liquidated, including without limitation, the repositioning, management, re financing, recapitalization, marketing and sale of such existing investments, and entering into, amending or revising joint ventures with respect thereto. Through the end of the investment period, conflicts of interest may arise between Moore Capital Management and its affiliates and the Fund in connection with the operation, maintenance and disposition of Moore Capital Management’s and its affiliates’ existing investments, including without limitation, if the Fund and Moore Capital Management or its affiliates are both seeking to sell or otherwise dispose of similar investments within the same submarket; or if Moore Capital Management or its affiliates engage in transactions or enter into arrangements with third parties or affiliates in respect of the management, leasing, re-financing, recapitalization, marketing, repositioning or sale of its existing investments, which transactions or arrangements may restrict the ability of the Fund to enter into similar transactions or arrangements with such parties, or adversely affect the terms upon which the Fund may enter into any such similar transaction or arrangement in such submarket or otherwise. Reliance on the General Partner and Certain Individuals Decisions with respect to the management of the Fund will be made by the General Partner. The General Partner will delegate certain aspects of the management of the Fund to Moore Capital Management, provided that the management and the conduct of the activities of the Fund shall remain the ultimate responsibility of the General Partner, and all decisions relating to the selection and disposition of the Fund’s investments shall be made exclusively by the General Partner. The success of the Fund will depend on the ability of the General Partner and Moore Capital Management to identify and consummate suitable investments and to dispose of investments of the Master Funds at a profit. The General Partner will rely on the skill and expertise of Moore Capital Management’s investment professionals, in particular the Fund’s portfolio manager, and other employees of Moore Capital Management providing investment and other advice and services to the Fund. There can be no assurance that the Investment Team head, or other key investment professionals or persons, will continue to be associated with or available to the General Partner or Moore Capital Management throughout the life of the Fund, as they are under no contractual obligation to do so. The loss of the services of one or more of such persons could have a material adverse effect on the Fund’s ability to implement its investment strategy and achieve its investment objectives. New investment professionals may be added at any time by the General Partner in its sole discretion. Moreover, certain of Moore Capital Management’s investment professionals are also responsible for investing and managing the capital of the other existing funds managed by Moore Capital Management, which require that Moore Capital Management’s investment professionals devote considerable time to such other funds instead of the Fund. The senior officers and other investment professionals, including the Investment Team head, may form and manage other investment funds with similar or different

investment strategies and may devote significant business time to other aspects of Moore Capital Management’s business. Adjustment of Contribution Amounts by Newly Admitted Limited Partners In accordance with the partnership agreements, the General Partner is authorized to adjust the amount of the contribution required to be admitted as a limited partner of the Fund, subject to certain conditions. The existing investment in the Fund by Louis Moore Bacon and affiliates of Moore Capital Management could be viewed as creating a conflict of interest with respect to the foregoing determination by the General Partner because this determination affects the extent to which newly contributed equity investment dilutes existing investors with respect to the Fund’s portfolio of investments. As discussed in this Memorandum, the General Partner will in good faith attempt to resolve potential conflicts of interest in a manner that it believes is in the best interests of the limited partners. Diverse Group of Limited Partners The Fund’s limited partners are expected to include taxable and tax-exempt persons and entities and may also include entities organized in various jurisdictions. Certain conflicts of interest may arise in connection with investment decisions that may be more beneficial for one type of investor than for another type. In addition, the General Partner and/or Manager may make investments for the Fund that may have a negative impact on other investments made by the limited partners in separate jurisdictions. In selecting investments appropriate for the Master Funds, the General Partner will consider the investment objectives of the Fund as a whole and will not be required to consider the investment objectives of or tax consequences to any specific limited partner. Co-Investment Opportunities The Master Funds may invest alongside strategic, financial or other third party co-investors. In addition, subject to the terms of the partnership agreements, the General Partner, in its sole discretion, may offer certain co-investment opportunities to strategic investors, lenders, one or more limited partners (including limited partners that are affiliates of the General Partner), or when appropriate, other third parties. Investing in the Fund does not entitle any limited partner to allocations of any coinvestment opportunities. The General Partner shall have no obligation to offer any such coinvestment opportunities to the limited partners, and there can be no assurance that the General Partner will be able to identify co-investors or that a particular co-investment opportunity will not be offered to third parties other than the limited partners. The Fund’s ability to achieve certain coinvestment objectives assumes that the General Partner will be able to identify such co-investors and to negotiate and execute mutually acceptable terms and conditions in respect thereof. Nothing herein constitutes a guarantee, prediction or projection of the availability of future co-investment opportunities. Investments alongside co-investors or joint venture partners will involve additional risks that may not be present in investments that do not involve a co-investor, including the possibility that a coinvestor may at any time have economic or business interests or goals that are not consistent with those of the Fund, may be in a position to take action contrary to the Fund’s investment objectives, or may default on its obligations. In addition, under certain circumstances the Fund may be liable for actions of its co-investors. While the General Partner intends to mitigate these risks contractually

through co-investment agreements, there can be no assurance that it will be successful in doing so. The terms of any co-investment or joint venture opportunities may differ from those of the Master Funds. Fees and expenses incurred in respect of any investment (and any transaction or other fee income earned in respect of any investment) will be allocated among the Fund and any co-investors on the basis of capital committed by each to the relevant investment. All broken deal expenses will be borne solely by the Fund. Related Investment Opportunities Moore Capital Management may offer some or all of the limited partners or others the opportunity to invest in opportunities that it determines are outside the scope of the Fund’s investment mandate, including without limitation (i) direct equity investments in counterparties with which the Fund has completed or may complete investments in Loans and Other Obligations and (ii) investments in jurisdictions outside the target geographic scope of the Fund (each, a “Related Investment”). Moore Capital Management has broad discretion in determining to whom and in what relative amounts to allocate Related Investments, and may take into account such factors as it determines in its sole discretion, including, but not limited to, a potential recipient’s relationship with Moore Capital Management, if any, and whether Moore Capital Management believes the potential recipient is able to execute a transaction quickly or is willing to bear expenses associated with a potential transaction that is not consummated. Moore Capital Management may, in its sole discretion, also determine to take into account as a factor in connection with allocating Related Investments the size of a potential recipient’s capital commitment, if any, to the Fund, or may determine to allocate a Related Investment opportunity solely to Moore Capital Management, its principals and/or its personnel. Moore Capital Management will have a conflict of interest in causing the Fund to make investments that present or may present Related Investment opportunities. Further, Moore Capital Management will have a conflict of interest in managing an investment in which it or its related parties have made a Related Investment. For example, conflicts may arise if the Fund has made an investment in a company in which another advisory client of Moore Capital Management or its affiliates has also invested, whether in debt or equity of such company. Questions may arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring, raise conflicts of interest. Carried Interest and Management Fee The existence of the General Partner’s carried interest in the Fund may create an incentive for the General Partner to cause the Master Funds to make investments that are more speculative than would otherwise be the case in the absence of such performance-based compensation. In addition, the method of calculating the carried interest may result in conflicts of interest between the General Partner, on the one hand, and the investors, on the other hand, with respect to the management and disposition of investments, including the timing and sequence of such dispositions. Further, the manner in which management fees and/ or the carried interest are charged may create an incentive

for Moore Capital Management to favor holding investments for long periods of time in order to increase the amount of management fee and/or the carried interest. Sourcing Partners Moore Capital Management may seek to source investment opportunities on behalf of the Fund through its network of sourcing partners. Moore Capital Management believes that by engaging through and with sourcing partners, it can, among other benefits, generate deal flow and strengthen diligence. For certain of the Fund’s investments, Moore Capital Management and the Fund will rely on sourcing partners (in whole or in part) with respect to sourcing, originating and servicing such investments, the accuracy of information with respect to such investments and reporting and loan documentation with respect to such investments, among other services, in each case without the Fund or Moore Capital Management independently diligencing or otherwise evaluating such information or services. Sourcing partners will be compensated for their role in the Fund’s investment activities through fees (fixed or performance based), spreads, expense reimbursements or economic participation in the relevant investment assets. Sourcing partners are intended to continue to operate after the Funds term has expired, and the benefits from such relationships may inure to or otherwise benefit other accounts managed by Moore Capital Management. Moore Capital Management’s potential long term relationship with sourcing partners will create a potential conflict of interest with respect to its determination of the economic terms applicable to such arrangement. Allocation of Expenses and Liabilities Moore Capital Management may be required to choose between the Fund and other advisory clients (and investors and former investors in the Fund and such other advisory clients) in allocating expenses and liabilities. In addition, Moore Capital Management may engage with U.S. and nonU.S. governmental entities regarding investments or matters related to the Fund and other entities advised by Moore Capital Management. This could give rise to certain conflicts of interest as Moore Capital Management may be forced to address multiple entities’ liabilities (including, but not limited to, tax liabilities) in a single negotiation with such governmental entity which could result in Moore Capital Management negotiating in a manner to provide the best outcome on an aggregate basis whereas the interests of the Funds and such other entities may not be aligned. To the extent Moore Capital Management, its affiliates and their respective principals and employees have investments in any one or more funds, Moore Capital Management may have a conflict of interest in acting in a manner which benefits the funds in which Moore Capital Management and such affiliates are invested. Moore Capital Management has adopted a written expense allocation policy. A copy of this policy is available for review at Moore Capital Management’s offices upon request. Offshore Fund Transactions It is anticipated that the onshore Fund may make certain investments through additional vehicles, which would sell a portion of investments made in originated debt or debt-linked securities to vehicles of the offshore Fund that did not acquire such portfolio investments at issuance. In such situations, the onshore Fund and offshore Fund will have conflicting interests as to whether such portfolio investments will be transferred and at what price. The vehicles holding such portfolio investments will be under no obligation to sell, and the vehicles of the offshore Fund will be under

no obligation to purchase, such portfolio investments. Moore Capital Management will establish procedures with regard to the timing, pricing, and procedures for the sale of such portfolio investments. In addition, the offshore Fund will retain an independent third party to approve the purchase of such investments and the price at which such purchase will be consummated. Management of Proprietary Accounts by Moore Capital Management and Its Affiliates Moore Capital Management seeks to provide fair and equitable treatment to all of its customer accounts and has personal account dealing policies and procedures in place as well as other policies and procedures designed to minimize potential conflicts of interest. Nonetheless, Moore Capital Management and its affiliates and their principals and employees (collectively, the “Moore Group”) may invest for their own accounts. When any of the Moore Group invests for their proprietary accounts, they may or may not invest in parallel with their customer accounts. In contrast to the Moore Group’s customer accounts, any of the Moore Group at times may invest their proprietary accounts by employing different investment strategies, effecting a different number of contracts, utilizing a different degree of leverage, testing new markets, conducting experimental investments to test new methods or variations of basic investment methods and strategies, and by using markets which any of the Moore Group judge to be too illiquid or volatile for the investment of customer accounts. Moreover, any of the Moore Group at times may take positions in their proprietary accounts that are the same as or the opposite of those taken by the Moore Group on behalf of customer accounts, including the account of the Fund. Although the Moore Group does not seek preferential brokerage commission rates for its proprietary investments, it is possible that proprietary investments may be charged at brokerage commission rates that are lower than the rates that the Fund normally will be charged by its brokers. In light of the foregoing, proprietary accounts may produce investment results that are different from those experienced by the Fund. Partners will not be permitted to inspect the proprietary investment records of the Moore Group due to the confidential nature of such records. Moore Capital Management’s Possession of Material Nonpublic Information May Hinder Its Ability to Initiate a Transaction for the Fund By reason of the advisory and/or other activities of Moore Capital Management and its affiliates, Moore Capital Management and its affiliates may acquire confidential or material nonpublic information or be restricted from initiating transactions in certain securities. Moore Capital Management will not be free to divulge, or to act upon, any such confidential or material non-public information and, due to these restrictions, it may not be able to initiate a transaction for the Fund’s account that it otherwise might have initiated. As a result, the Fund may be frozen in an investment position that it otherwise might have liquidated or closed out or may not be able to acquire a position that it might otherwise have acquired. Side Letters Subject to applicable law, rule or regulation, Moore Capital Management, the General Partner and/or the Fund may from time to time enter into letter agreements or other similar agreements with one or more limited partners (without the approval of any other limited partner) that provide such limited partners with additional or different rights (which may include, without limitation lower management fees and/or carried interest, certain co-investment rights, information/transparency rights not afforded to other investors, most favored nations status and/or other preferential rights or terms). If

Moore Capital Management, the General Partner and/or the Fund enter into such side letters or other similar agreements with one or more limited partners, none of Moore Capital Management, the General Partner or the Fund will be required to offer, or make available, the terms or provisions of such side letters or similar written agreements to any or all of the other limited partners (except to the extent required to comply with applicable law, rule or regulation). If Moore Capital Management determines (after consultation with outside counsel) that either the Fund or Moore Capital Management is required by applicable law, rule or regulation to disclose all or any portion of the terms set forth in a side letter, the Fund will use commercially reasonable efforts to disclose such terms in a manner reasonably designed to comply with applicable law, rule or regulation. Valuation Moore Capital Management has a conflict of interest in valuing or consulting on the valuation of the assets of the Funds because valuations directly affect the management fee payable to Moore Capital Management. Resolution of Conflicts In the event that any matter arises that the General Partner determines in its good faith judgment to constitute an actual conflict of interest between the Fund and the General Partner or its affiliates, the General Partner may take such actions as may be necessary or appropriate to ameliorate the conflict (and upon taking such actions the General Partner will be relieved of any responsibility for the conflict of interests). These actions may include disposing of the asset held by the Master Funds giving rise to the conflict of interest or appointing an independent fiduciary.

It serves as General Partner of the Fund and receives any carried interest distributed by the Fund. Moore ABS Fund GP, LP is an affiliate of Moore Capital Management. It serves as General Partner for one of the other Specialty Credit Funds and receives any carried interest distributed by such Specialty Credit Funds.

Moore SC Fund GP II, LP is an affiliate of Moore Capital Management. It serves as General Partner for one of the other Specialty Credit Funds and receives any carried interest distributed by such Specialty Credit Fund. Certain of Moore Group’s related persons are registered commodity pool operators and/or commodity trading advisors. These entities are the following:  

Moore Capital Advisors, L.L.C. (“MCA”), the general partner of Moore Capital Management, is a registered commodity pool operator and commodity trading advisor. Moore Financial Services, Inc., a related person of Moore Group, is a registered commodity pool operator.

Any of the Moore Group Parties at times may invest their proprietary accounts by employing different investment strategies, investing in private equities, effecting a different number of contracts, utilizing a different degree of leverage, testing new markets, conducting experimental investments to test new methods or variations of basic investment methods and strategies, and by using markets which any of the Moore Group Parties judge to be too illiquid or volatile for investment by the Funds. Moreover, any of the Moore Group Parties at times may take positions in their proprietary accounts that are the same as or the opposite of those taken by the Moore Group on behalf of the Funds, including the account of the Fund or one of the other Specialty Credit Funds. When any of the Moore Group Parties place the same or similar orders at or about the same time for the Funds and proprietary accounts, Fund orders generally will be filled first, except for Side by Side Accounts as defined in applicable offering documents. The difference in timing of orders, however, may result in some accounts, including proprietary accounts, receiving better prices than other accounts. Although the Moore Group Parties do not seek preferential brokerage commission rates for proprietary investments, it is possible that proprietary investments may be charged brokerage commission rates that are lower than the rates that the Funds normally will be charged by their brokers. In light of the foregoing, proprietary accounts may produce investment results that are different from those experienced by the Funds. Code of Ethics. Moore Group has adopted a Code of Ethics and Conflicts of Interest Policy which states that each of our employees shall place the interests of the Funds first. Employees are permitted to invest in securities and other investment products for their own accounts, but may not use their knowledge of the Funds’ portfolio transactions to benefit themselves.

We do not impose a set limit on the amount of trading employees may conduct for their own accounts, but we require employees to refrain from excessive trading. Employees are required to hold personal investments for a minimum of thirty calendar days, subject to certain limited exceptions. Our Code of Ethics requires employees to disclose all personal investments upon hire and at least annually thereafter, report all personal securities transactions at least quarterly, disclose all personal investment accounts, and maintain their personal investment accounts with designated broker-dealer firms. Exceptions may be made for accounts for which the employee does not maintain investment control or participate in the investment decisions. Employees generally must arrange for their brokers to send us duplicate trade confirmations and account statements for their transactions, and must separately report on a quarterly basis any transaction for which a duplicate confirmation was not sent, or which does not appear on an account statement. Employees’ personal securities transactions generally must be approved in advance, subject to certain limited exceptions. Employees are prohibited from acquiring any securities in an initial public offering, while securities may be acquired in a secondary public offering with prior approval. Employees must obtain prior approval before acquiring any security in a private placement or investing in a private investment fund. Our Code of Ethics requires employees to obtain prior approval to engage in certain outside business activities (such as serving as a director of a company). The Code of Ethics also prohibits employees from accepting gifts of material value from vendors, service providers, and counterparties. Employees are allowed to participate in customary business entertainment with broker-dealers, counterparties, and other persons with whom Moore Group, its affiliates or the Funds do business. Participation in such events may be viewed as causing a conflict of interest for Moore Group in selecting broker-dealers or other service providers. However, our Code of Ethics requires employees to comply with certain requirements which are intended to protect against such conflicts. Existing or prospective clients may obtain a copy of Moore Group’s Code of Ethics upon written request directed to Chief Compliance Officer, Moore Capital Management, LP, 11 Times Square, New York, NY 10036. Parallel Vehicles. For legal, regulatory, tax or other considerations of particular limited partners, the General Partner or its affiliates may form one or more investment funds that will co-invest on a sideby-side basis with the Feeder Funds directly or indirectly through the Master Funds (“Parallel Vehicles”). Subject to the legal, tax, regulatory or other considerations that were the basis for forming a Parallel Vehicle, the Feeder Funds and each Parallel Vehicle will generally co-invest in each investment on substantially the same terms and on a contemporaneous basis. The economic terms of each Parallel Vehicle may vary based on a variety of factors including but not limited to, the particular legal, tax, regulatory or similar needs of the Parallel Vehicle or one or more Parallel Vehicle investors. For a variety of reasons, including but not limited to applicable U.S. or non-U.S. regulatory, tax and other legal considerations, it may be determined that certain Investments or investment structures are for the benefit of one or more Funds (but not necessarily all Parallel Vehicles), or that different investment structures are appropriate for one or more Funds (but not necessarily all Parallel Vehicles) or conversely that different investment structures are appropriate for one or more Parallel Vehicles (but not necessarily all Funds). As a result of the foregoing, the performance of the Funds and Parallel Vehicles may differ.

Consistent with Moore’s objective to obtain efficient executions, Moore Group considers the following factors generally in seeking best execution for transactions: research provided, market liquidity, order size, the trading characteristics of the security involved, the trader’s familiarity with the security, the difficulty of executing the trade, the ability of the broker to provide efficient execution at a favorable price, and the general record of the broker for prompt, competent, and reliable service in all aspects of order processing, execution, and settlement. In allocating a Specialty Credit Fund’s portfolio transactions to broker-dealers, Moore Group may consider placing orders with broker-dealers who, among other things, provide or pay for research and brokerage services (including, but not limited to, written information and analyses concerning specific security or commodity interests, issuers or sectors; market, financial or economic data, studies or forecasts; financial publications that are not mass-marketed; statistics or pricing services, as well as discussions with research personnel; software; clearance, settlement and short-term custody services; communication services related to the execution, clearing and settlement of securities transactions; and consulting services utilized in connection with investment strategy) in consideration of commissions, fees, charges or other remuneration arising from the Specialty Credit portfolio transactions. Accordingly, a Specialty Credit Fund may be deemed to be paying for research and brokerage services with “soft” or “client commission” dollars or credits, through commission sharing agreements, or otherwise. Moore Group intends that its brokerage allocation practices and policies (including arrangements whereby brokers provide research and/or brokerage services to us for soft dollars) will satisfy the conditions and requirements necessary to fall within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934, as amended, which confers certain protections on money managers who use portfolio commissions from their customers’ accounts to obtain research and brokerage services. The safe harbor provides that certain conduct is not deemed a violation of law or a breach of fiduciary duty, for example, and relieves a money manager from the obligation of justifying commission payments for research and brokerage services on an account- by-account basis. Each investor, by signing a Specialty Credit Fund’s subscription agreement, consents to our obtaining such research and brokerage services from brokers in consideration of commissions, fees, charges or other remuneration generated by the execution of the Fund’s portfolio transactions. Moore Group may use such research and brokerage services in connection with the management of any or all of the accounts that it manages, including the other Moore Funds, and its own proprietary investment activities. Obtaining research from brokers with commissions involves a conflict of

interest in that we may have an incentive to cause the Specialty Credit Funds to trade with certain brokers in order to obtain such research so that the Specialty Credit Funds pay for the research, rather than us. In addition, executing trades with certain brokers in order to obtain research may conflict with our duty to seek best execution. We have adopted procedures intended to ensure that we use soft dollars to obtain research and brokerage services in accordance with applicable law. Aggregating Orders. Moore Capital Management expects that transactions will be separately effected for each Fund. However, if a portfolio manager deems an investment in a security, future or currency to be appropriate for more than one Fund over which he or she exercises trading authority, we may aggregate the orders into a single bulk order, provided that the aggregation of the order is consistent with seeking best execution. Allocation of Investments (including New Issues). Please see the section entitled “Allocation of Investment Opportunities” under Item 8, above. It is expected that the Specialty Credit Funds will not invest in new issues, including initial public offerings.

collateral management, and other matters; our Financial Reporting Group, which is responsible for allocating profits and losses among the Specialty Credit Funds, and calculating and accruing the management fees and carried interest, among other things; and our Legal and Compliance Group, whose work supports the investment management personnel and monitors regulatory risks, among other things. Each investor in a Specialty Credit Fund will receive annual audited financial statements of the feeder fund in which it has an interest, as well as its underlying master funds, and quarterly progress reports on each investment of the Specialty Credit Funds. U.S. federal income tax information will be provided annually. See also “Surveillance” in Item 8, above.

Services (“ISS”), an independent expert on proxy voting and corporate governance, in order to facilitate the proxy voting process and avoid conflicts of interest that may arise; We generally will vote proxies in a manner consistent with ISS’s policy guidelines and proxy voting recommendations, except as specifically provided in our Proxy Voting Policies and Procedures. If a portfolio manager wants to have a proxy voted contrary to ISS’s recommendation, Compliance approval is required; In cases where ISS is unable to make a voting recommendation, our Chief Compliance Officer will evaluate the proxy to determine whether we have a material conflict of interest relating to the vote. If the Chief Compliance Officer determines that there is no material conflict of interest, we will vote in the best interest of the affected Specialty Credit Fund. In cases where we have a material conflict of interest, we follow procedures intended to provide reasonable assurance that it will vote in the best interests of the affected Specialty Credit Fund; and The Specialty Credit Funds may invest in non-U.S. securities. The laws and regulations governing shareholder rights and voting procedures differ around the world, and in certain countries, the requirements, restrictions or costs involved with voting may outweigh any benefit that the Specialty Credit Funds would receive by voting the proxies involved. In such cases, we may decide it is in the best interests of the Specialty Credit Funds not to vote the applicable proxies.

Investors in a Specialty Credit Fund may obtain copies of our Proxy Voting Policies and Procedures and information regarding how the Specialty Credit Fund’s proxies were voted by submitting a written request to Moore Group.