Caxton Associates LLP: investment adviser

Caxton’s primary business is to manage client capital through (i) global macro strategies and (ii) other alternative investment strategies. Assets are managed via a broad mandate to trade in a variety of global markets and instruments. The investment and trading activities of Caxton’s global strategies are conducted pursuant to its investment advisory arrangement with private funds organized offshore and made available through a master-feeder structure. Separate feeder funds (each a “feeder fund”) are each organized to permit investors the opportunity to participate in the investment and trading activities engaged in by the applicable Caxton Master Fund Clients (the Caxton Master Fund Clients, their respective feeder funds and subsidiaries, and any other potential clients are referenced herein as the “Caxton Master Fund Clients” or “Caxton clients” or “clients”). Caxton may engage, through affiliates and special purpose vehicles, in public investments. The Caxton Master Fund Clients advised by Caxton are as follows: •

Caxton International Limited (“Caxton International”), a British Virgin Island Limited Company, is a diversified global macro fund, allocating assets to individual portfolio managers using the strategies described below.

•

CX Macro Limited (“CX Macro”), a British Virgin Islands Limited Company, is a global macro fund where the substantial majority of the assets are managed by one portfolio manager using the strategies described below.

•

CX Dynamis Limited (“CX Dynamis”), a British Virgin Islands Limited Company, is a hedge fund focused on interest rate products and volatility strategies, which allocates assets to several portfolio managers using the strategies described below.

•

CX Cadence Limited (“CX Cadence”), a British Virgin Islands Limited Company, is a hedge fund focused on quantitatively driven equity strategies using the strategies described below.

Page 4 of 34

1.

Global Macro Strategies (Caxton International and CX Macro)

Caxton’s principal activity is trading in international currency, financial, commodities, securities and derivatives markets. Caxton follows currencies on a worldwide basis. Caxton trades primarily in major international currencies but will also engage in substantial trading in “exotic” or other currencies. Currency positions are initiated and liquidated primarily in the interbank forward market as well as in the options and futures markets. The Caxton Master Fund Clients may also trade a wide variety of commodities, including, but not limited to, energy products, metals and agricultural products, through trading strategies involving futures, options and other derivatives, and potentially other commodity interests, in markets worldwide. Caxton engages in a broad range of fixed income, securities, commodities and derivatives trading, including U.S. and non-U.S. equity and debt securities (including options, warrants and other rights with respect thereto and new issue securities) on both a fundamental basis and separately on the basis of computerized trading programs. Caxton also trades U.S. and non-U.S. government securities with related financing through repurchase and reverse repurchase agreements and other financing arrangements (which may be used for other trading instruments as well). Caxton may engage in securities lending on behalf of the Caxton Master Fund Clients by loaning securities in the Caxton Master Fund Clients’ portfolios to qualified brokers and dealers. Caxton also pursues strategies involving interest rate and other swap agreements, futures, and other derivative products both for purposes of profit objectives as well as risk management. Trading may include fundamental long/short equity strategies and top-down, “macro” trading. Caxton’s trading activities may also include credit strategies, as well as relative value strategies involving some or all of the following: U.S. and non-U.S. government securities; mortgage-backed, asset-backed and related securities; corporate debt and equity securities; as well as convertibles, warrants, options and other derivatives and instruments. Caxton’s global macro trading strategies may involve quantitative trading systems. Caxton, in its sole discretion, may and usually does, invest for its clients on a leveraged basis. Additionally, Caxton reserves the right, in its sole discretion, to delegate a portion of its trading activities to sub-advisors (including affiliates) with similar or unique trading strategies and/or financial products. The Caxton Master Fund Clients may also invest in other private investment funds managed or advised by Caxton or an affiliate, related party or third party as described in the applicable feeder fund’s Explanatory Memorandum or Private Placement Memorandum (“Memorandum”). 2.

CX Dynamis Strategies

CX Dynamis currently engages in four core trading strategies primarily involving interest rate and interest rate-sensitive instruments: (1) directional, (2) volatility, (3) relative value and (4) systematic trading. The allocation to these strategies will fluctuate with market opportunity. As market conditions evolve, one or more of the foregoing strategies may temporarily or on a long-term basis be excluded from the CX Dynamis’ trading activities and other strategies may be incorporated.

Page 5 of 34

3.

CX Cadence Strategies

CX Cadence currently engages in eight core trading strategies primarily involving equities: (1) fundamental, (2) relative value, (3) spatial, (4) machine learning, (5) tail risk, (6) trend, (7) temporal, and (8) climate. The allocation to these strategies will fluctuate with the market opportunity. As market conditions evolve, one or more of the foregoing strategies may be excluded from CX Cadence’s trading activities and other strategies may be incorporated. C. Caxton has a broad mandate to select the financial instruments and markets in which the Caxton Master Fund Clients may invest, as well as the investment techniques it will use. For certain other clients, the mandate is narrower and more specialized. Generally, each client’s investment mandate is described in its Memorandum, investment guidelines or contractual documents. D.

Caxton does not participate in wrap fee programs.

E. Caxton advises assets on a discretionary basis only. As of March 31, 2026, Caxton Associates had approximately $ 71,557,546,999 in Regulatory Assets Under Management (as such term is defined in Part 1 of Form ADV).

Page 6 of 34

The determination and calculation of management fees are laid out in more detail in the relevant Memorandum of each client that is a private fund. Advisory compensation is payable monthly in arrears according to the terms of the relevant agreement with each client. Caxton Associates or an affiliate may receive performance-based compensation in addition to management fees. With respect to the Caxton Master Fund Clients and their feeder funds, Caxton Associates or an affiliate may receive annual performance-based fees ranging from twelve percent (12%) to an amount up to thirty percent (30%) of net profits, as defined and calculated in each client’s Memorandum or investment management agreement, if applicable. Caxton will only receive performance-based compensation where the receipt of such compensation will be in compliance with Rule 205-3 under the Investment Advisers Act of 1940, if applicable. In addition, Caxton may charge pass through expenses to certain clients which consist of all expenses, including employee and other personnel gross base salaries, benefits, retention payments and bonus or equivalent compensation incurred in connection with the management of the master-feeder structure. Management fees are prorated for partial periods, while performance-based compensation and pass through expenses if applicable are accrued monthly and charged to investors at year-end or upon redemption at the full rate. Caxton’s clients do not have the ability to negotiate or select the fee methodology. The general partner, manager or board of directors, as applicable, reserves the right to enter into different terms, including the full or partial waiver or modification of the base annual management fee and any performance-based compensation and the modification of withdrawal terms on an investor-by-investor basis. However, to date, no fees or allocations have been modified for an investor. B. Advisory compensation generally is deducted by Caxton Associates from clients’ assets and payable monthly in arrears according to the terms of the Memorandum or relevant agreement with each client. Caxton Associates or an affiliate may receive annual performance-based compensation which is accrued monthly and deducted or paid from clients’ assets, as defined and calculated in each client’s Memorandum or investment management agreement. Page 7 of 34

C. Caxton’s clients may incur direct and indirect fees and ongoing expenses as described in the applicable client’s Memorandum or other relevant agreement, which fees and expenses generally include, but are not limited to, all expenses incurred in connection with the offering of any interests or shares (such as, legal and accounting fees, printing and mailing costs and other expenses), any organizational costs (if applicable), and all ongoing expenses of the client relating to its investment program. Other expenses include, but are not limited to, the client’s allocable share of margin interest and other financing costs, advisory, consulting and other service fees (including investment-related fees) payable to Caxton (or an affiliate) or to others, travel and other costs, fees and expenses directly related to potential and actual investments (whether or not such investments are consummated), expenses in connection with meetings of boards of directors or shareholders, any director’s or chairman fees, insurance premiums, and custodial or transfer agency expenses and fees, litigation and indemnification costs, and expenses of any funds into which a client, directly or indirectly, invests. Ongoing operational and administrative expenses of the client include, but are not limited to, legal, accounting and auditing fees, fees payable to an administrator, registrar and/or transfer agent, management fees, incentive allocations, mailing costs, printing fees, and registration and other filing fees and taxes. Clients will also incur brokerage, transaction and other similar and related fees and costs. Please see Item 12 for more information. D.

Caxton does not require its clients to pay fees in advance.

E. Neither Caxton nor its supervised persons accept compensation for the sale of securities or other investment products.

Page 8 of 34

In addition, the fact that Caxton is compensated based on the trading profits of clients may create an incentive for Caxton to make investments on behalf of clients that are riskier or more speculative than would be the case in the absence of such compensation. Moreover, the performance-based compensation may be based on unrealized gains that clients may not ultimately realize. However, in the event Caxton engages in side-by-side management, trades will be primarily allocated pro-rata, based on clients’ relative assets under management in the respective fund or account. Other factors that may affect allocation decisions may include, but are not limited to, client directed investment limitations, differing investment strategies and objectives, trading restrictions, risk parameters, cash flows (including as a result of subscriptions and redemptions) and/or tax considerations. In the event Caxton or an affiliate engages in side-byside management of client funds with different performance-based fees or fees based solely on assets under management, the allocation of investment opportunities will not be based on differences in fees or compensation among Caxton clients. The allocation of investment opportunities will be monitored, as applicable, to ensure that they are not based on differences in client fees or compensation payable to Caxton or affiliates.

Page 9 of 34

In order to invest in any of the Caxton clients, an investor must be an accredited investor as defined by Regulation D under the Securities Act of 1933 (onshore funds) or a “Professional Investor” as defined in the BVI Mutual Funds Act (offshore funds), and if subject to a performance fee or allocation, must be a qualified client as defined by Section 205 of the Investment Advisers Act of 1940 and Rule 205-3 thereunder (if applicable). Additionally, all investors in fund clients excepted from the definition of investment company by virtue of Section 3(c)(7) of the Investment Company Act of 1940 must be qualified purchasers or knowledgeable employees as defined in Section 2(a)(51) thereof and the rules thereunder.

Page 10 of 34

Trading decisions will incorporate analysis of: political and economic factors; market expectations; technical factors including price behavior and market sentiments; valuation models; interest rate arbitrage; geographical arbitrage; basis relationships between instruments and markets; portfolio and risk management objectives; and signals generated by computerized technical trading models. Caxton believes neither technical nor fundamental analysis is entirely independent of the other and therefore has developed the skills necessary to apply both methods simultaneously. Certain Caxton clients will engage in more limited or specialized investment strategies. Investing in securities and other financial instruments involves risk of loss which clients should be prepared to bear. B.

Trading Risks

Trading, Funding and Credit Risks Generally. Trading risk is an inherent part of Caxton’s and its clients’ business activities. Market risk is the risk that a change in the level of one or more market factors such as prices, rates, indices, volatilities, and correlations will result in losses for a position or portfolio. Caxton’s clients will incur market exposure through trading and hedging activities throughout the portfolio. Caxton employs value at risk (“VAR”) to statistically measure the potential loss in the value of the portfolio or segments of the portfolio due to adverse movements in underlying risk factors. Caxton also employs stress testing, event risk analysis and other risk measurement methods and tools to assess risk on an ongoing basis. Such tools assist Caxton in evaluating potential market risk but do not independently limit risk. Caxton’s clients are subject to liquidity risk, which relates to the ability to raise funding or liquidate an asset in a timely manner at a reasonable price. While Caxton seeks to manage liquidity risk by investing substantial portions of client assets in markets expected to have strong liquidity (e.g., major foreign currency and fixed income products and large capitalization exchange traded securities), Caxton also will trade in less liquid products and markets. Adverse market events and/or conditions can also reduce liquidity in some or all of the markets described above.

Page 11 of 34

Credit risk includes the risk that a counterparty or an issuer of securities or other financial instruments will be unable to meet its contractual obligations and fail to deliver, pay for or otherwise perform a transaction. Credit risk will be incurred when Caxton’s clients engage in principal-to-principal transactions outside of regulated exchanges, as well as in transactions on certain exchanges that similarly operate without a clearinghouse or similar credit risk-shifting structure. Caxton’s clients may also be subject to the risk of the failure of any exchanges on which its positions trade or of the exchanges’ clearinghouses. Caxton’s client’s strategies are expected to include the use of margin on securities, options, futures, swap transactions and other investments and may include bank or dealer credit lines. There can be no assurance that Caxton or its clients will be able to maintain adequate financing arrangements under all market circumstances. Margin calls may be made in the event certain positions decline in value and in some cases even where the relevant positions have not declined in value, and Caxton’s clients may not always have sufficient liquid assets or assets which can be liquidated in a timely manner to satisfy such margin calls. In such an event, the applicable lender may have the right to liquidate assets of the applicable Caxton client in its sole discretion. Banks and dealers that provide financing to Caxton’s clients may change their respective policies at any time and for any reason in either a prospective or retrospective manner, which may affect the existing investments of the client and the ability of Caxton to make certain future investments on behalf of its clients. In addition, various laws for the protection of creditors rights in the jurisdictions of formation or operation of the issuers or borrowers with whom Caxton’s clients do business may affect a client’s investments and dealings with such issuers and borrowers. Application of such laws may differ depending on the legal status and location of the parties, and a Caxton client may experience less favorable treatment under certain laws in comparison with others. In the normal course of business, Caxton’s clients may also invest in financial instruments with off-balance sheet risk. An off-balance sheet risk is associated with a financial instrument if such instrument exposes the investor to a loss in excess of the investor’s recognized asset carrying value in such financial instrument, if any, or if the ultimate liability associated with the financial instrument has the potential to exceed the amount that the investor recognizes as a liability in the investor’s statement of assets and liabilities. These instruments include forward and futures contracts, swaps and options contracts. Standardized legal documentation with counterparties may not exist for all types of transactions engaged in by certain Caxton clients and even where such documentation exists, the parties may negotiate specific terms to standardized forms. Forward Contracts. Forward contracts are a form of individual cash transaction, as opposed to a futures transaction (see below), in that a forward contract relates to the purchase and sale of a specific quantity of a commodity (such as foreign currencies), security or other instrument, with a specific counterparty at a particular time in the future. Each contract is specifically bilaterally negotiated rather than uniform and standardized. Caxton’s clients may purchase and sell foreign currencies for future delivery through financial intermediaries (i.e., foreign and domestic banks, broker-dealer firms and other financial institutions). In such

Page 12 of 34

instances, the financial intermediary generally acts as a principal in the transaction and charges a flat fee or includes a premium in the price it quotes for such contract. Forward contracting generally requires the extension of credit by the financial institution to those with whom it trades along with margin payments, thereby allowing trading to be conducted on a leveraged basis. Since forward contracting is conducted on a principal-toprincipal basis, the contracts are not guaranteed by an exchange or clearing house. Consequently, forward contracting may involve less protection against defaults than trading on futures exchanges with organized clearinghouses and may entail risks relating to delivery failures. The Caxton client’s credit risk involves primarily the risk of non-performance by the counterparty. Financial institutions are not required to continue to make markets in foreign currencies. There have been periods, for example, during which certain banks have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which the bank is prepared to buy and that at which it is prepared to sell. In such instances, Caxton’s clients may have little or no ability to close out all or any portion of a forward contract position. Forward contracts also generally cannot be modified or terminated prior to maturity unless special agreement is reached with the counterparty. Certain derivative contracts, including many forward contracts, are subject to certain laws and, in some cases, the swap regulations of the U.S. Commodity Futures Trading Commission (“CFTC”) and SEC, including requirements related to exchange trading, clearing, margining, collateral segregation, reporting, recordkeeping and position limits. Many non-deliverable forwards are considered swaps for certain purposes, including determination of whether such instruments need to be centrally cleared and subject to mandatory margining. Although these changes are expected to decrease the credit risk involved in bilaterally negotiated contracts, exchange clearing does not make the contracts risk-free. Where foreign currency forwards are not subject to regulation as swaps, there may be no regulatory scheme in relation to the contracts, except for regulation of general banking activities and exchange controls in the various jurisdictions where trading occurs or in which the currency originates. In instances where forward contracts are not regulated by any governmental authorities, such contracts are not subject to regulations and limitations, such as limitations on the number and size of open positions, restrictions on market concentration and leverage, or other financial responsibility requirements. The imposition or relaxation of credit, exchange or currency controls or fixing of currency exchange rates by governmental authorities could significantly affect or eliminate such forward trading. Increased attention is given and periodically concern is expressed by the CFTC, SEC and other regulators regarding speculative trading in the currency markets and its potential to disrupt attempts by the central banks to influence exchange rates. If Caxton were restricted in its ability to trade in the foreign currency markets, Caxton believes that the impact on its ability to trade for its clients could be materially adverse. Securities Trading. Any investment in securities carries certain market risks. The success of Caxton’s securities trading depends in part on its ability to correctly assess price movements of equity and debt securities. There is no assurance that Caxton’s judgments will be accurate or that its clients will achieve their investment objectives. Page 13 of 34

In addition to the market risks inherent in securities trading, Caxton also may utilize leverage to finance its clients’ securities positions. Fluctuations in the market value of leveraged securities can have a disproportionately large effect relative to the capital invested. Caxton also may sell securities short and may write or purchase options. Trading in the over-the-counter or exchange markets in different jurisdictions also presents varying degrees of risk with regard to (i) inconsistent or relaxed requirements with respect to record keeping, auditing, financial responsibility or segregation of customer transactions or positions, (ii) potential expropriation, (iii) burdensome or confiscatory taxation, (iv) moratoriums and reschedulings, (v) exchange and investment controls, (vi) political instability and (vii) diplomatic or economic events which might adversely affect trading activities and the enforceability of contractual obligations. Caxton on behalf of its clients engages in various trading strategies involving the purchase and sale of U.S. and non-U.S. government securities, which will include financing through repurchase agreements (“repos”), reverse repurchase agreements (“reverse repos”), forward and swap transactions and other similar arrangements. Other strategies involving interest rate, other fixed income and derivative products (including government agency and mortgage and asset-backed instruments, bank loans, forward contracts and options on forward contracts) may be traded. In a repo transaction, a Caxton client will sell a security with an obligation to repurchase the instrument at a future date. In a reverse repo transaction, a Caxton client will purchase a security and agree to resell the instrument at a future date. Such transactions are effected on a principal-to-principal basis and allow for the maintenance of large open positions on a leveraged basis with relatively small cash outlays, without a clearinghouse system being present. As such, Caxton’s client is exposed to various risks, including the risk that, in the event of a default by the counterparty to the transaction, it may be necessary to attempt to cover commitments in the open market. Caxton will attempt to avoid risk of default by carefully monitoring both the credit of the entities with which it enters into such transactions and general market conditions. Caxton on behalf of its clients may engage in securities lending which involves certain risks, including the risk of loss resulting from problems in the settlement and accounting process, counterparty and market risk, and risks generally associated with leverage. Caxton clients also bear risk that the counterparty will not provide, or will delay in providing, additional collateral to the extent necessary because of price movements in the loaned securities or the value of existing collateral. To the extent that Caxton on behalf of its clients trades and invests in emerging markets, such trading will require increased consideration of the foregoing risks, as well as consideration of risks not typically associated with investing in more developed countries and markets. Such risks include: (i) political and economic uncertainty, including the risk of nationalization, expropriation, confiscatory taxation and war; (ii) higher rates of inflation and greater governmental intervention or instability; (iii) limitations on foreign investment and on repatriation of invested capital; and (iv) acute price, market and currency volatility. Caxton on behalf of its clients may trade in high-yield bonds. The higher yield on such bonds, in comparison to relatively lower risk investments such as bank investments, money Page 14 of 34

market funds and investment grade debt, may be attributable to increased expectation of default or financial difficulties by the issuers of high-yield bonds. Futures Trading. Futures prices are highly volatile. Price movements of futures and other derivative products are influenced by a wide variety of factors, including, changing supply and demand relationships, weather, government, agricultural, trade, fiscal, monetary and exchange control programs and policies, national and international political and economic events and changes in interest rates. Margins are good faith deposits which must be made with a broker to initiate or to maintain an open position in a futures contract. In most exchange transactions, both buyer and seller are required to post margins with the broker handling their trades as security for the performance of their buying and selling undertakings and to offset losses in their trades due to daily fluctuations in the markets. Margin requirements are also imposed by exchanges on writers of commodity options. The low margin deposits normally required in futures trading (typically between 2% and 15% of the value of the futures contract purchased) permit an extremely high degree of leverage. Accordingly, a relatively small change in the market price of a futures contract can produce a disproportionately large profit or loss, and it is therefore possible to gain or lose substantially more than the initial margin on a trade. It may not always be possible to execute a buy or sell order at a desired price or to close out an open position, due to market conditions and/or daily price fluctuation limits. Certain futures exchanges limit fluctuations in futures contract prices during a single day through “daily limits”. Daily limits may prevent liquidating trades or new trades from being executed during a given trading day at a price above or below the daily limit. Speculative position limits (the maximum net long and net short positions which any person may hold in particular futures contracts and options) also limit the number of open positions that may be held in certain futures and option contracts. In addition, even if future prices have not moved to the daily limit, Caxton may be unable to execute trades at favorable prices if the volume of trading in the relevant contracts is inadequate. It is also possible for an exchange or other regulator to suspend trading in a particular contract, order immediate settlement of a particular contract or order that trading in a particular contract be conducted for liquidation only. Caxton on behalf of its clients will potentially engage in futures trading in all global exchange and over-the-counter markets. Certain futures exchanges operate as “principals’ markets” (similar to the forward markets) in which the obligation to assure performance rests solely with the individual member effecting the trade, and not with any exchange or clearing house. Trading futures in different jurisdictions will also present risks similar to the risks associated with trading securities on a global basis. Options. Caxton trades options for its clients both for speculative and risk management purposes. Purchasing put and call options, as well as writing such options, are highly specialized activities and entail increased investment risks. The purchasing or writing of an option runs the risk of losing the entire investment in such option. The purchaser of an option is subject to the risk of losing the entire purchase price of the option. The writer of an option is subject to the risk of loss resulting from the difference between the premium received for the option and the market Page 15 of 34

or strike price of the financial instrument underlying the option, which the writer must purchase or deliver upon exercise of the option, potentially causing significant losses to its clients in a relatively short period of time. Because option premiums paid or received by a client will be small in relation to the market value of the investments underlying the options, buying and selling put and call options can result in large amounts of leverage. Certain over-the-counter options are subject to the swap regulations of the CFTC and SEC, including exchange trading, clearing, margining, collateral segregation, reporting, recordkeeping and position limit requirements. Relative Value Strategies. Although Caxton engages in relative value strategies for its clients that are not intended to be correlated to the market, this does not mean that they will be unaffected by the condition of the market. There can be no assurance that relative value or hedged strategies will be profitable in either up or down markets, and various market conditions may be materially less favorable to certain strategies than others. International securities and derivative markets may not move in correlation with each other or in directions anticipated by Caxton, so that hedging and arbitrage activities may not be successful. Historical volatility patterns will often not be an accurate predictor of future volatility, and market anomalies may affect the performance of specific positions. Substantial competition from other relative value traders and other market participants may render it difficult or impossible for Caxton to achieve intended results or promptly effect transactions in volatile markets. Relative value strategies also involve substantial leverage. The risk management and hedging techniques that may be utilized by Caxton, while intended to minimize certain risks, cannot provide any guarantee that Caxton’s clients will not be exposed to risks of investment losses. Swap Transactions. Caxton on behalf of its clients may engage in swap transactions with financial institutions involving equities, interest rates, currencies, indices, commodities, credit default risk, bank loans, or other financial instruments. Swaps are individually negotiated transactions where each party agrees to make a one-time payment or periodic payments to the other party. The parties to a swap typically do not obligate themselves to make “principal” payments, but only to pay the agreed upon rates as applied to an agreed upon “notional” amount. Nevertheless, swap agreements are principal-to-principal transactions in which performance is generally the responsibility of the individual counterparty and not an organized exchange or clearinghouse. As such, Caxton’s clients are exposed to the risk of counterparty default. However, regulations require that a substantial portion of over-the-counter swaps be executed in regulated markets, submitted for clearing through regulated clearinghouses, and subject to mandated margin requirements as well as subject to collateral segregation, reporting recordkeeping, and position limit requirements. Central clearing and exchange-trading of certain credit default swaps (“CDS”) and interest rate swaps is currently required. Although central clearing is expected to decrease the credit risk involved in bilaterally negotiated contracts, central clearing will not make the contracts risk-free. In circumstances in which a Caxton client may be the buyer of protection under a CDS and does not own the debt or loans that are deliverable thereunder, it will be exposed to the risk that (i) the cash settlement price determined in an auction sponsored by the International Swaps and Derivatives Association (“ISDA”) for deliverable securities or loans would be unfavorable Page 16 of 34

or (ii) if no auction is held or the CDS is ineligible for auction settlements, deliverable securities or loans will not be available in the market, or will be available only at unfavorable prices, as would be the case in a so-called “short squeeze.” In addition, it may be unclear whether or not a “credit event” triggering the seller’s payment obligation under a CDS has occurred, and any determination may be unfavorable. Moreover, certain corporate events with respect to a reference entity, such as the retirement of debt or the assumption of debt by another entity in connection with a “succession event” or “restructuring of debt”, may result in Caxton’s client not being able to realize the full value of the CDS. As a seller of a CDS, Caxton’s client would incur leveraged exposure to the credit of the reference entity and be subject to many of the same risks it would incur if it were holding debt securities or loans issued by the reference entity. Caxton’s client would not have any legal recourse against the reference entity and would not benefit from any collateral securing the reference entity’s debt obligations or from redemption or exchange offers for, or accelerations of, the referenced entity’s debt obligations. In addition, the CDS buyer may have broad discretion to select which of the reference entity’s debt obligations to deliver to Caxton’s client following a credit event and will likely choose the obligations with the lowest market value in order to maximize the payment obligations of Caxton’s client or, equivalently, this “cheapest-to-deliver” option may be reflected in the cash settlement price in an ISDA-sponsored auction. Given the increase in the volume of credit derivatives trading in the market and credit events, the settlement of such contracts may also be delayed beyond the time frame originally anticipated by counterparties. Commodities. Caxton may engage in commodity trading strategies for its clients. Commodity prices historically have corresponded with the level of economic activity and industrial production. Earnings and financial conditions of commodity producers are dependent on the market prices of the underlying resources, which historically have fluctuated significantly. Commodities prices are highly sensitive to natural disasters, political and social disruptions, government action, technological developments, access to new sources of a particular commodity or increases or reductions in any existing source of a particular commodity. Trading on behalf of its clients, Caxton may conduct certain of its commodity trading activities on commodity exchanges outside the United States. Trading on such exchanges is not regulated by any U.S. governmental agency and may involve certain risks not applicable to trading on U.S. exchanges, including different or diminished investor protections. New Issue Securities. Caxton may purchase equity securities acquired in initial public offerings (“New Issue Securities”) for its clients. Special risks associated with New Issue Securities may include a limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the company, lack of financial statements, new or untested products and technology, and limited operating history. These factors may contribute to substantial price volatility for the shares of these companies. The limited number of New Issue Securities available for trading in some initial public offerings may make it more difficult for a Caxton client to buy or sell significant amounts of shares without an unfavorable impact on prevailing market prices. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenue or operating income or the near-term prospects of achieving them. Page 17 of 34

Dependence on the Systematic Trading System. The success of Caxton’s systematic trading strategy for the Caxton clients depends in large measure on the effectiveness of a systematic trading system (the “Trading System”) as utilized in the various markets in which the Funds invest. The Trading System has been used to assess and predict price movements of securities in only in certain specific markets and only for limited periods of time. Prior performance of Caxton using the Trading System or any other methodology in trading securities should not be relied upon as an assurance or prediction of future results of use of the Trading System or such other methodology in trading securities or other instruments. There is no assurance that the Trading System’s assessments and predictions of price movements of securities or other instruments will be accurate or will be consistent over periods of time or that trading in reliance on recommendations generated by the Trading System will achieve the Fund’s investment objectives or avoid material losses. The use of electronic data processing technology in collating information or in developing and operating a trading method does not assure the success of the method, since the processing serves primarily only to compile and organize the data supplied to it, which may be inaccurate or incomplete or fail timely to reflect fundamental market-moving events. The reliability of the trading recommendations generated by the Trading System is materially dependent on the accuracy of information supplied to the computers and the reliability in processing that information of Caxton’s proprietary software, which is constantly being revised and updated. Errors in the input of data or in the programming of the software may occur and can materially distort the resulting recommendations and incorrectly influence trading decisions based on those recommendations. Detection of such data and programming errors may be difficult and such errors may remain unidentified for extended periods. No assurance can be given that trading decisions based on the use of the Trading System or other computer-generated recommendations will produce profits or avoid losses for the Funds. Increased Cost of Frequent Trading. Frequent purchases and sales may be required by the trading strategies utilized by Caxton for its Clients. More frequent purchases and sales will increase the commission costs and certain other expenses involved in a client’s operations. These costs will be borne by Caxton’s clients regardless of the profitability of the investment and trading activities. Differing Positions of Portfolio Managers. Caxton’s investment personnel may cause a client to take investment positions that are different from or adverse to those taken by another portfolio manager for the same client, including positions contrary to those or senior or junior to those held by such client. Failure of a Clearing Broker. If a firm acting as securities or commodity clearing broker for Caxton’s clients fails to maintain client assets in an account which segregates such client assets from the assets of the broker itself or the assets of other clients (which is not required in many jurisdictions), such deposits may be subject to a risk of loss in the event of the broker’s bankruptcy. Under certain circumstances, such as the inability of another customer of the clearing broker or the clearing broker itself to satisfy deficiencies in such customer’s accounts, Caxton’s clients may be subject to a risk of loss of its funds on deposit with the clearing broker. In the case of such bankruptcy or loss, Caxton’s clients may only be able to recover a portion (if any) of their property available for distribution to the clearing broker’s other customers. Page 18 of 34

Cryptocurrency Futures. Cryptocurrency futures trading commenced on exchanges in the United States in December 2017. Therefore, there is a limited price history for these contracts which Caxton may use as inputs into its trading signals. While there is an emerging supply and demand mechanism affecting cryptocurrency futures with institutional investors entering the cryptocurrency market, the underlying spot market is primarily composed of speculators. Therefore, cryptocurrency futures may experience significant price volatility. The rules of certain designated contract markets impose trading halts that may restrict the ability of the Caxton clients to exit a position during a period of high volatility. The margin rates set by brokers and exchanges for cryptocurrency futures are significantly higher than for other futures contracts due to their novelty and volatility and may be set as a percentage of the value of a particular contract, which means that margin requirements for long positions can increase if the price of the contract rises. Many futures commission merchants (“FCMs”) currently do not permit their customers to trade in cryptocurrency futures or only allow certain customers to trade cryptocurrency futures. An FCM may also impose position limits, prohibit naked short selling or prohibit give-up transactions. If the Caxton clients’ FCMs were to impose such restrictions on or prohibit the Caxton clients from trading cryptocurrency futures, the Caxton clients could be adversely impacted. Price Volatility of Cryptocurrency. A principal risk in trading futures on certain cryptocurrencies (currently limited to Bitcoin and Ethereum) or other instruments referencing one or more cryptocurrencies is the rapid fluctuation of its market price. The price of a cryptocurrency is based on the perceived value of the cryptocurrency and subject to changes in sentiment, which make these products highly volatile. Loss of confidence may bring about a collapse of trading activities and an abrupt drop in value. Certain cryptocurrencies have experienced daily price volatility of more than 20%. High price volatility undermines cryptocurrency’s role as a medium of exchange as retailers are much less likely to accept it as a form of payment. Fluctuations in the price of cryptocurrency could adversely affect the Net Asset Value of the Caxton clients. There is no guarantee that the Caxton clients will be able to achieve a better than average market price for cryptocurrency or will purchase cryptocurrency at the most favorable price available. The price of cryptocurrency achieved by the Caxton clients may be affected generally by a wide variety of complex and difficult to predict factors such as cryptocurrency supply and demand; rewards and transaction fees for the recording of transactions on the block chain; availability and access to cryptocurrency service providers (such as payment processors), exchanges, miners or other cryptocurrency users and market participants; perceived or actual cryptocurrency network or cryptocurrency security vulnerability; inflation levels; fiscal policy; interest rates; regulatory risks; and political, natural and economic events. In addition, the prices of cryptocurrency futures could diverge from the prices of the underlying cryptocurrencies. If the supply of a cryptocurrency available to the public were to increase or decrease suddenly due to, for example, a change in the cryptocurrency source code, the dissolution of a cryptocurrency exchange, or seizure of a cryptocurrency by government authorities, the price of the cryptocurrency could fluctuate rapidly. Such changes in demand and supply of cryptocurrency could adversely affect the Caxton clients. In addition, governments may Page 19 of 34

intervene, directly and by regulation, in the cryptocurrency market, with the specific effect, or intention, of influencing cryptocurrency prices and valuation (e.g., releasing previously seized cryptocurrency). Similarly, any government action or regulation may indirectly affect the cryptocurrency market or cryptocurrency network, influencing cryptocurrency use or prices. Currently, there is relatively modest use of cryptocurrency in the retail and commercial marketplace compared to its use by speculators, thus contributing to price volatility that could adversely affect the Caxton clients. If future regulatory actions or policies limit the ability to own or exchange cryptocurrency in the retail and commercial marketplace, or use them for payments, or own them generally, the price and demand for cryptocurrency may decrease. Such decrease in demand may result in the termination and liquidation of the Caxton clients’ investments in cryptocurrency at a time that may be disadvantageous to shareholders or may adversely affect the Caxton clients’ net asset value. Cryptocurrencies are not legal tender in the United States and many question whether they have intrinsic value. The price of many cryptocurrencies is based on the agreement of the parties to a transaction. Cryptocurrencies currently face an uncertain regulatory landscape in the United States and many foreign jurisdictions. In the United States, many cryptocurrencies are not subject to federal regulatory oversight but may be regulated by one or more state regulatory bodies. Certain cryptocurrency derivatives subject to regulation by the U.S. Commodity Futures Trading Commission ("CFTC"). The CFTC has stated that certain digital assets, including Bitcoin and Ether, are commodities for purposes of U.S. law and regulates derivatives referencing such assets. The U.S. Securities and Exchange Commission ("SEC") has taken the position that certain digital assets and related activities may constitute securities, depending on the facts and circumstances. These may include, among others, token offerings and distributions, staking arrangements and other yield-generating products. As a result, market participants may be subject to U.S. securities laws, including registration and disclosure requirements. The regulatory framework for digital assets in the United States continues to evolve through legislation, rulemaking, enforcement actions and judicial decisions. and future laws, regulations or directives in the United States or other jurisdictions may adversely affect the operation, value, liquidity or acceptance of digital assets and related networks. U.S. regulators, including the SEC and the CFTC, have significantly increased regulatory scrutiny of cryptocurrency markets and participants, including exchanges, brokers, custodians and other intermediaries. Cryptocurrency exchanges and other service providers may be required to register under one or more regulatory regimes and are subject to ongoing regulatory investigations, enforcement actions and litigation. Regulatory developments have resulted, and may continue to result, in limitations on the availability of certain digital assets on trading platforms, restrictions on market access for U.S. persons and changes to market structure. In addition, regulatory requirements relating to custody, settlement, market conduct and anti-money laundering may impose additional obligations on market participants and may increase operational complexity and costs. Such developments may restrict Caxton clients' ability to access cryptocurrency markets, reduce liquidity, increase trading costs or otherwise adversely affect the Firm's ability to implement its investment strategy or trade profitably in such instruments.

Page 20 of 34

Use of AI risk. Caxton directly or indirectly uses technologies that employ certain artificial intelligence (“AI”) engines for investment, modeling, risk evaluation and other purposes. AI has existed in various forms for decades; however, recent advancements in AI technology (including large language models and related generative AI products) have fueled significant adoption of such technologies in multiple industries. The use of AI entails many risks, including those set forth below. Caxton may have limited ability to anticipate or promptly detect AI-related issues and failures, which may negatively impact its operations and the performance of Caxton clients. Certain generative AI models may amplify biases present in the training data, leading to biased outputs, and may produce outputs that do not reflect reality and provide fictional support for such outputs that are difficult for users to identify as untrue (such fictional responses are known as hallucinations). Furthermore, if trained on limited data sets, generative AI models may be less reliable than those trained on more robust data sets. Generative AI may create content that resembles copyrighted material, potentially subjecting users (including Caxton) to the risk of intellectual property infringement. Any confidential data input by users (including Caxton personnel) into an AI engine that is operated on a third-party platform may be accessed by third parties and may be otherwise at risk of being exposed or misused. Finally, the use of AI-based technologies may be subject to legal and regulatory requirements, which are continually evolving. C.

See the risks described in Item 8 B above.

Page 21 of 34

Certain of those funds may be deemed to be controlled by, or under common control, with Caxton. Caxton clients may invest in other private investment funds or accounts managed or advised by Caxton or an affiliate or other party as described in the respective client’s Memorandum. We note that Cook Holdings Series LLC, an affiliate of Goldman, Sachs & Co., holds a passive minority interest of approximately 19.8% in Caxton Associates. Goldman, Sachs & Co. and certain of its affiliates (collectively “Goldman”) are a principal prime broker and futures commission merchant for certain of Caxton’s clients. In addition, Goldman is an active counterparty of certain of Caxton’s clients with respect to certain over-the-counter trading agreements, repurchase agreements, as well as delivery versus payment and give-up arrangements between such parties. The ownership interest of Cook Holdings Series LLC in Caxton creates a potential conflict of interest with respect to the brokerage and counterparty arrangements with Goldman. However, Caxton has fiduciary duties with respect to its clients. As discussed in Item 12 below, brokers are selected on the basis of best execution and their ability to obtain the most favorable overall results, taking into account such factors as commission rates, size of order, soft dollar credits, research and execution capabilities, and financial stability and reputation, among other things. Cook Holdings Series LLC and its affiliates will have certain access with respect to investment funds and other products sponsored, controlled or advised by Caxton or its affiliates, which are generally open to investors. Such access does not include any rights to special or preferential terms or conditions. D. As indicated in Items 4 B and 10 C, Caxton clients may invest or Caxton may allocate a portion of clients’ assets for management in other funds or accounts advised by Caxton, a Caxton affiliate, another party and/or other private investment funds (whether limited partnerships, limited liability companies, corporations or other types of entities). When one Caxton client (the Page 23 of 34

“investing fund”) invests or when Caxton allocates a portion of clients’ assets for management in another separately offered fund or account, the investing fund (and its investors) will not be charged any duplicate fees and will be charged pursuant to the higher fee schedule.

Caxton permits personal trading, provided that it does not in any way compromise the interests of Caxton or Caxton Clients, including distracting the employee from their job responsibilities, otherwise violate Caxton’s prohibition against divulging confidential information or its policy against insider trading. All personal account trading will be subject to the Code and the separate Personal Account Dealing Policy which expands upon the Code. The requirements of the Code apply regardless of the purpose of the personal trading account and apply to any trades directed by or made on behalf of or for the direct or indirect benefit of an employee irrespective of whether the trades involve publicly listed or private securities. All Caxton employees are subject to pre-clearance of any personal trades, with limited exceptions for certain instruments. All employees are subject to additional restrictions on personal transactions during the blackout period, where Caxton has traded a security in question. Caxton’s Code will be provided to any client or prospective client upon request. B.

See Item 11 A.

C.

See Item 11 A.

Caxton may have a potential conflict of interest in connection with the ability of Caxton and its affiliates to co-invest in certain investment opportunities. Where Caxton, its affiliates or other employees co-invest with the client, they will only do so on terms that are no more favorable than the terms available to the client. In addition, Caxton in its sole discretion may have determined that a particular investment opportunity has been structured such that it is not a suitable investment opportunity for the client. In such situations, Caxton, its affiliates or other Caxton employees would not have been precluded from investing in those investments. D.

See Items 11 A and 11 C.

Page 24 of 34

Caxton may cross securities between its clients. Such cross trades will be executed at the current fair market value and will be consistent with Caxton’s fiduciary obligations. Cross trades will not be executed for any client where such trade would not be permitted under applicable law (e.g., under the Employee Retirement Income Security Act of 1974). Caxton may experience errors with respect to trades executed on behalf of its clients which may result in losses or gains for its clients. Caxton will seek to resolve the error on a fair and equitable basis, taking into consideration whether the error resulted from a breach of Caxton’s standard of care as set forth in the client’s Memorandum and/or Investment Advisory Agreement. In general, none of Caxton, its principals, officers, members, employees, or controlling persons will be liable to the client if (1) such person acted in good faith, or in a manner which they believed to be in, or not opposed to, the interests of the client and (2) such person’s conduct did not constitute gross negligence, actual fraud or willful misconduct. Negative or positive results of trading errors generally will be borne by the client, rather than by Caxton, so long as Caxton adheres to the foregoing standard of care. In the normal course of business, Caxton and its officers, managers or employees may provide and receive gifts, gratuities and contributions to and from various individuals or entities such as clients, investors, vendors, consultants, and service providers. These gifts, gratuities and contributions are not premised upon any specific client referrals or any expectation of any other type of benefit to Caxton. Caxton has adopted policies and procedures with respect to approvals and recordkeeping of gifts, gratuities and contributions. Caxton and its officers and employees also may make political contributions to persons who may serve or seek to serve in elected capacities with certain public entities. These political contributions are subject to compliance with the Rule 206(4)-5 under the Investment Advisers Act of 1940 and any applicable State and local rules.

Page 25 of 34

Factors that Caxton considers in utilizing a Broker include the Broker’s financial strength, reputation, execution, pricing, soft dollar credits, research and service. The commissions and/or transaction fees charged by a Broker may be higher or lower than those charged by other broker-dealers. Caxton will not receive any portion of the brokerage commissions and/or transaction fees charged to clients. The brokerage commissions and/or transaction fees charged by any Broker are exclusive of, and in addition to, Caxton’s management/advisory fee and performance fee or allocation. Although the commissions paid by Caxton’s clients will comply with Caxton’s duty of best execution on an aggregate basis, a client may pay a commission that is higher than another broker-dealer might charge to effect the same transaction where Caxton determines, in good faith, that the commission is reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including, among others, the value of research provided, execution capability, soft dollar credits, the size and difficulty of effectuating the order, commission rates, and responsiveness. Accordingly, although Caxton will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. Caxton negotiates commission rates paid to each Broker. Caxton’s Research Committee will review best execution and meet periodically to evaluate the execution performance of Brokers and to discuss and/or compare services, commissions and execution quality by its Brokers. (1)

Soft Dollar Practices

In return for effecting securities transactions through a Broker, Caxton may receive certain investment research products and related services that assist Caxton in its investment decision-making process for the client. Caxton anticipates that its use of soft dollars will generally, but not necessarily exclusively, fall within the safe harbor for soft dollar transactions under Section 28(e) of the Securities Exchange Act of 1934. Research products and related services typically received may include written and oral information and analyses concerning specific securities, companies or sectors; market, financial and economic studies, opinions and forecasts; statistics and pricing services; as well as Page 26 of 34

discussions with research personnel, and software, databases and other news, technical and telecommunications services utilized in the investment management process. Caxton also may utilize soft dollar credits for certain third-party research, market data from independent vendors, and research personnel and advisers. In addition, Caxton may also utilize and receive proprietary research products from full-service Brokers consistent with its best execution obligations. During the last fiscal year, Caxton evaluated broker-dealers and other research and service providers and sought to correspondingly direct equity transactions and credits based upon the determined value provided by such broker-dealers and other research and service providers, when consistent with its obligation to seek best execution. Although the investment research products and/or services that may be obtained by Caxton will generally be used to service all of Caxton clients, a brokerage commission paid by a specific client may be used to pay for research that is not used in managing that specific client’s account. Caxton does not seek to allocate soft dollar benefits to client accounts proportionately to the soft dollar credits that the accounts generate. Certain potential conflicts of interest are associated with the use of soft dollars when Caxton uses client brokerage commissions to obtain research or other products or services, because it receives a benefit by not having to produce or pay for the research, products or services. Caxton may also have an incentive to select or recommend a broker-dealer based on its interest in receiving soft dollar credits as well as the research or other products or services, rather than on its clients’ interest in receiving most favorable execution. Caxton may also cause clients to pay commissions (or markup or mark downs) higher than those charged by other broker-dealers in return for soft dollar benefits. Caxton mitigates these potential conflicts by using client brokerage commissions to obtain research or other products or services in compliance with Section 28(e) of the Securities Exchange Act of 1934 and other applicable laws and consistent with its obligation to seek best execution. Caxton’s directing of client transactions to particular broker-dealers in return for soft dollar benefits, along with payments for invoices utilizing soft dollar credits are subject to review, approval and ongoing monitoring by designated Caxton personnel. In addition, if Caxton receives a research product or service that also may have non-research uses (i.e., a “mixed use”), a potential conflict of interest may arise because such research product or service may directly benefit Caxton even though it arises from the soft dollars of Caxton’s clients. Any mixed-use research or service will be reviewed. Caxton will make a good faith allocation of the cost of any mixed-use product or services which may be paid for with soft dollar credits. Caxton is subject to UK rules on payments for research. Under these rules the Caxton clients contribute to a separate research payment account (“RPA”) which Caxton Associates uses to pay for third-party research. Such research may be shared with Caxton.

Page 27 of 34

(2)

Brokerage for Client Referrals

Caxton does not select or recommend broker-dealers based upon client referrals from a broker-dealer or third party. From time to time, Caxton clients may accept investments from full-service financial firms and/or their employees who are investing on their own behalf or on behalf of third parties. The financial service firms may have related entities that include broker-dealers and Caxton may utilize these broker-dealers from time-to-time to effect client transactions. Caxton does not take these investments into consideration when determining which broker-dealers to use to execute client transactions. Please also refer to Item 10, especially with respect to the Cook Holdings Series LLC and Goldman. (3)

Directed Brokerage

Caxton clients do not direct brokerage. B. Caxton may, in its discretion, aggregate orders for its clients; however, Caxton is not required to aggregate orders. For example, Caxton may choose not to aggregate orders, if portfolio management decisions for different clients are made separately, if bunching or aggregating would be inconsistent with its advisory duties (e.g., if aggregating client orders could result in a large transaction that could cause market impact and result in additional transaction costs for each client) or, in certain cases, if determining to enter individual, separate orders would not be inconsistent with its fiduciary duty. In certain circumstances, not aggregating client orders may result in additional costs including one client having a less favorable execution than another client. Caxton may, in its discretion, allocate aggregated orders on an average price basis. When securities transactions are appropriate for more than one client, transactions are generally allocated among clients based upon clients’ relative assets under the relevant portfolio manager’s management. The Caxton clients may participate in initial public and secondary offerings of equity securities. Allocations of such offerings will generally be made among eligible clients on a pro rata basis. Caxton will not be obligated to allocate an investment opportunity across all of its clients and may at times sell a position for one or more of its clients, while it continues to hold the position for other clients. Although the allocation of investment opportunities among Caxton clients may create potential conflicts of interest because of the interests of Caxton or because Caxton may receive different fees or compensation from its clients, the allocation decisions will not be based on such interests, fees or compensation.

Page 28 of 34

Accounts are reviewed for risk, performance, valuation, tax considerations, diversification and sector exposure. Caxton considers the careful management of risk to be an important element of a successful trading program, and has, over the years, developed a range of monitoring and analytical techniques intended to make risk management more rational and effective. Caxton Associates monitors markets on a continuous basis. When volatility and trading losses reach predetermined levels, positions will be reviewed to determine whether to scale back or eliminate such positions. Each client’s portfolio of positions and investments is monitored to maintain appropriate levels of risk and volatility. Caxton’s Risk Management Group continues to enhance Caxton’s risk management disciplines, adding, depending on the particular client, VAR computations, stress testing and additional analyses to complement the risk control methods developed over the past twenty-five plus years. B.

As noted above, client accounts are generally reviewed on a daily basis.

C. The investors in a client typically receive monthly statements detailing their account information, including, but not limited to, the account’s beginning and ending equity, and the account’s performance for that period. For certain fund clients, the Net Asset Value (“NAV”) per share, certain performance information and other fund reporting information is available through a secure link on the Caxton Associates website. Additionally, each investor will be provided with the fund’s audited financial statements within 90 or 120 days, as applicable, of such client’s fiscal year end. The terms for providing account information and reports to other Caxton clients are specified in the applicable client’s trading agreement or contractual documents. Certain Caxton clients have retained the services of a third-party administrator to act as administrator and share registrar and transfer agent, who is generally responsible for producing and distributing monthly account statements and other fund reporting information as specified above to investors in the Caxton clients.

Page 29 of 34

(“ISS”), an independent service provider. Caxton Associates has put in place a proxy voting policy and adopted the ISS proxy voting guidelines which will be applied absent very rare contrary instructions from authorized representatives of Caxton. As a matter of general policy and other than in connection with specific situations, Caxton seeks to be an active trader of securities (and other applicable instruments) without seeking to influence or control company operations or activities. Potential conflicts of interest may exist if Caxton would be in the position of voting a proxy solicited by an issuer with which Caxton or one of its affiliates has a business or personal relationship that may affect how it votes the issuer’s proxy. Caxton requires anyone involved in the decision-making process to disclose any potential conflict to the Chief Compliance Officer (or his designee) and where a material conflict of interest exists, Caxton will designate an individual who can impartially help decide how to resolve the conflict. Clients may contact Caxton to obtain information on how proxies were voted for that client and to request a copy of Caxton’s proxy voting policies and procedures. From time to time, Caxton may receive notices regarding class action lawsuits or other actions involving securities and investments that are or were held by clients. Caxton will participate in such class action lawsuits only where it believes, in its sole discretion, that such participation may result in a material benefit to the applicable client taking into consideration such factors as the anticipated costs and benefits.

Page 33 of 34