CALEDONIA (PRIVATE) INVESTMENTS PTY LIMITED

Item 1. Cover Page PART 2A OF FORM ADV: FIRM BROCHURE CALEDONIA (PRIVATE) INVESTMENTS PTY LIMITED Level 10, 131 Macquarie Street Sydney, NSW 2000 Australia Telephone: +61 2 9255 7600 Facsimile: +61 2 9255 7610 E-mail: rsilverstein@caledoniafund.com mmoses@caledonia.com.au Web Address: www.caledoniafund.com September 25, 2025 This brochure (“Brochure”) provides information about the qualifications and business practices of Caledonia (Private) Investments Pty Limited (“Caledonia”). If you have any questions about the contents of this Brochure, please contact us at 347 287 3760 or at rsilverstein@caledoniafund.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Additional information about Caledonia is available on the SEC’s website at www.adviserinfo.sec.gov. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. This Brochure is for informational purposes only. It does not convey an offer of any type and is not intended to be, and should not be construed as, an offer to sell, or the solicitation of an offer to buy, any interest in any entity, investment or investment vehicle.  Item 2. MATERIAL CHANGES This Brochure dated September 25, 2025, contains the following material changes since the last annual update of this Brochure dated September 18, 2024: Item 8 was updated to explain current risk factors in greater detail. • 2  Item 3. TABLE OF CONTENTS Item Section Page Item 2. MATERIAL CHANGES .......................................................................................................... 2 Item 3. TABLE OF CONTENTS .......................................................................................................... 3 Item 4. ADVISORY BUSINESS .......................................................................................................... 4 Item 5. FEES AND COMPENSATION ............................................................................................... 5 Item 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT .......................... 8 Item 7. TYPES OF CLIENTS ............................................................................................................. 10 Item 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS .......... 11 Item 9. DISCIPLINARY INFORMATION ........................................................................................ 42 Item 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ........................... 43 Item 11. CODE OF ETHICS, PARTICIPATION IN CLIENT TRANSACTIONS AND PERSONAL TRADING ............................................................................................................................... 44 Item 12. BROKERAGE PRACTICES .................................................................................................. 47 Item 13. REVIEW OF ACCOUNTS .................................................................................................... 52 Item 14. CLIENT REFERRALS AND OTHER COMPENSATION ................................................... 53 Item 15. CUSTODY .............................................................................................................................. 54 Item 16. INVESTMENT DISCRETION .............................................................................................. 55 Item 17. VOTING CLIENT SECURITIES .......................................................................................... 56 Item 18. FINANCIAL INFORMATION .............................................................................................. 57 3  Item 4. ADVISORY BUSINESS Caledonia is an SEC-registered investment adviser with its principal place of business in Sydney, Australia. Caledonia was founded in 1992. Caledonia’s principal owner is Caledonia Holdings Co Pty Limited. (For purposes of this Brochure, principal owners include those with at least a 25% interest in Caledonia). Caledonia provides discretionary investment management services, directly or through its affiliates, to U.S. and to non-U.S. pooled investment vehicles and single investor funds (“Funds”), as well as to separately managed account clients (“SMAs”) (the “Funds” and “SMAs” collectively together are, the “Clients”). The investment objective of Caledonia is to seek high absolute returns over a long-term horizon by investing on a long/short basis primarily in corporate equity securities, predominantly listed securities, and related instruments in global markets. Caledonia manages Client assets generally within a single long-short global equity strategy in accordance with the terms set forth in the applicable governing documents, which may include, but is not limited to, the offering memorandum, organizational documents, private placement memorandum, prospectus, limited partnership agreement, limited liability company agreement, investment management agreement, and/or subscription agreements (each and collectively, the “Governing Document”). Caledonia does not tailor advisory services to the individual needs of Clients. Caledonia’s investment program is speculative and entails substantial risks. Since market risks are inherent in all investments to varying degrees, there can be no assurance that Caledonia’s investment objectives will be achieved. In fact, certain investment practices can, in some adverse circumstances, substantially increase the adverse impact of Caledonia’s investment portfolio. Please refer to Item 8 of this Brochure for additional information regarding Caledonia’s methods of analysis and investment strategies, and their associated risks. Prospective investors should refer to the appropriate Governing Document for important additional information and considerations. Clients, in limited circumstances per the Governing Document, may impose restrictions on investing in certain securities. Caledonia US, LP (“Caledonia US”), a US Limited Partnership, an affiliate of Caledonia and an SEC- registered investment adviser, serves as the investment adviser to some of the Clients. Another affiliate of Caledonia, Caledonia GP, LLC (“Caledonia GP”), a Delaware limited liability company, serves as the general partner of certain U.S. based Funds. Caledonia Co-Invest GP, LLC (“Caledonia Co-Inv GP”), also an affiliate of Caledonia, serves as the general partner of certain Funds registered in the Cayman Islands. Caledonia US, Caledonia GP, and Caledonia Co-Inv GP are related persons of Caledonia. Caledonia US, Caledonia GP and Caledonia Co-Inv GP and their employees and personnel are subject to the Investment Advisers Act of 1940 (the “Advisers Act”) and rules thereunder, and to all of Caledonia’s compliance policies and procedures. Each of the personnel of Caledonia US, Caledonia GP and Caledonia Co-Inv GP are deemed “persons associated with” Caledonia (as that term is defined in section 202(a)(17) of the Advisers Act) and are subject to SEC examination. As of June 30, 2025, Caledonia managed Client regulatory assets under management on a discretionary basis in the amount of U.S. $10.23 billion. 4  Item 5. FEES AND COMPENSATION For Caledonia’s services to Clients, Caledonia or its affiliates will charge a management fee (“Management Fee”) and performance-based compensation in the form of either an incentive allocation or a performance fee (each, a “Performance Fee”) as described below. These fees and compensation are negotiable. Management Fee In general, Caledonia will receive from each Client an asset-based Management Fee in the range of 0.5% to 1.5% per annum. The Management Fee will generally be calculated and payable monthly, in arrears, as of the first day of each month. Please refer to the applicable Governing Document for additional information. Performance Fee In general, subject to certain adjustments and a “high water mark,” Caledonia is entitled to a Performance Fee from each Client which generally ranges from 5% to 20% of all net realized and unrealized income and gains derived from portfolio investments. This Performance Fee will generally be calculated and payable annually, in arrears, as of the applicable Client’s fiscal year end and as agreed in the Governing Documents. Please refer to the applicable Governing Document for additional information. General Information The Management Fee and Performance Fee may be waived, reduced or calculated differently with respect to Caledonia’s affiliates, members or employees or any particular affiliated or unaffiliated investor at Caledonia’s discretion. Fees and compensation paid or allocated to Caledonia or its affiliates by Clients are generally directly debited from the assets of such Clients. Except as set forth in the applicable Governing Document, each Client bears all other expenses incidental to and incurred in relation to its operations and business as well as its pro rata share of such Client’s expenses, including, but not limited to, brokerage (see Item 12 of this Brochure), each Client bears its own costs, fees and expenses and its attributable share of the relevant fund’s expenses, as well as any similar expenses incurred by any special purpose vehicles and/or trading or investing vehicles in which the investor or the master fund invests, including, without limitation, the Management Fee (if any); expenses relating to the formation, maintenance and winding up of the Client, special purpose vehicles and/or trading or investing vehicles formed to facilitate the Client’s investments and/or co- investment vehicles (including fees, costs and expenses incurred in connection with establishing co- investment vehicles in connection with proposed investments that are not consummated, to the extent not borne by such vehicles); investment expenses (e.g., expenses that, in Caledonia’s discretion, are related to the investment of the Client’s assets, whether or not such investments are consummated, such as brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest expense; expenses of outsourced “treasury” services whereby a third- party service provider manages and advises on matters pertaining to cash reserves and cash management (e.g., cash management, securities finance, collateral management, counterparty management and margin management)); expenses relating to research generated through the use of third-party consultants and similar service providers, news and quotation equipment and services, portfolio risk management services and market information systems and computer software and information expenses; professional fees (including expenses of consultants, investment bankers, attorneys, accountants and other experts) 5  relating to investments; external accounting and valuation expenses, including expenses incurred by certain non-investment personnel in this regard, as determined appropriate by Caledonia; research and market data (including quotation and market data services (e.g., Bloomberg)); administrative expenses, including fees and expenses of the Administrator; legal expenses (which includes, without limitation, responding to formal and informal inquiries, audit, examination, proceeding or claim expenses on behalf of or for the benefit of the Client or in connection with their business); expenses related to the preparation and filing of regulatory filings related to the Client, Caledonia, any sub-advisor and any consultant as well as other blue sky, AIFMD (as defined below) and corporate filing fees and expenses (except for expenses relating to any compliance costs associated with registration as an investment adviser in the U.S., the preparation of Form ADV and Form PF); external accounting and valuation expenses; expenses relating to FATCA, the Organization for Economic Co-operation and Development (“OECD”) Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard (the “CRS”), Standard for Automatic Exchange of Tax Information (“AEOI”) regimes and preparation costs of financial statements, tax returns (including schedules thereto) and reports to investors and Schedule K- 1s (or any other required Form 1065 schedules) to investors; audit expenses and tax compliance and preparation expenses; costs and expenses with respect to the Clients representative’s representation of the Client and the partners; costs of printing and mailing reports and notices; taxes (including, for the avoidance of doubt, any entity-level taxes, withholding taxes and/or similar charges that may be incurred or payable by the Client); corporate licensing; regulatory expenses (including filing fees and expenses relating to filings made in connection with the Client’s holdings or activities); organizational expenses; expenses incurred in connection with the offering and sale of the Participating Shares, including the negotiation of Side Letters (as defined below); expenses incurred in connection with meetings of the investors; expenses of the UCC (as defined herein); indemnification expenses; and extraordinary expenses and other similar expenses related to the Client. For purposes of this paragraph, third-party consultants shall mean consultants, agents and other experts who Caledonia believes ordinarily spend a not-insignificant portion of their business time providing services to bona fide third-party clients not affiliated with Caledonia or their affiliates. For the avoidance of doubt, “similar expenses” refers to any expenses that are similar in type and nature to the expenses described in the previous paragraphs, and is intended, given the dynamic ongoing nature of the business of the Client, to cover any expenses determined by Caledonia to be primarily related to the categories listed above but not specifically enumerated. Caledonia considers that such similar expenses include, but are not limited to: (i) broken deal expenses, initial and variation margin, loan fees, private placement fees, appraisal fees, commitment fees and other transactional charges, fees or costs (all of which Caledonia considers investment expenses); (ii) any judgments or settlements paid in connection with any formal and informal inquiries, audit, examination, proceeding or claim expenses on behalf of or for the benefit of the Client or in connection with its business (which Caledonia considers legal expenses); (iii) entity-level taxes and governmental fees or other charges payable by or with respect to or levied against the Client, its investments, or to U.S. federal, state or other governmental agencies, U.S. or non-U.S., including real estate, stamp or other transfer taxes (which Caledonia considers tax expenses); (iv) expenses related to the offering of interests in compliance with the Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011 on Alternative Investment Fund Managers (“AIFMD”) (which Caledonia considers offering expenses); (v) directors’ and officers’ liability or other similar insurance policies, errors and omissions insurance and other similar policies for the benefit of the Client and all other costs and expenses arising out of the Client’s indemnification obligations (which Caledonia considers indemnification expenses); (vi) any and all fees, costs and expenses incurred in connection with any amendments, modifications, revisions or restatements to the constituent documents of the Client, Caledonia, any special purpose vehicles and/or trading or investing vehicles; and (vii) wind-up and liquidation expenses of the foregoing entities (all which Caledonia considers organizational expenses and/or legal expenses). The above expenses, other than the Management Fee (if applicable) and Incentive Fee, will generally 6  be borne, directly or indirectly, on a pro rata basis by all Participating Shareholders, based on the aggregate NAV of the Participating Shares they hold. Certain expenses incurred on behalf of or for the benefit of one or a few Series of Participating Shares, may be borne only by such Series of Participating Shares, as determined by Caledonia. Consequently, it is anticipated that certain investment and offering and sale expenses that Caledonia determines are related exclusively to a particular Series of Participating Shares will be borne only by such Series of Participating Shares. Conversely, it is anticipated that those expenses that Caledonia determines as being related to the overall operation of the Client will generally continue to be borne by all Participating Shares, irrespective of Series designation. If any of the foregoing expenses are also attributable to one or more other accounts, such expenses will be allocated among the Client and such other accounts in a manner determined by Caledonia in its discretion to be fair and reasonable. In certain circumstances, Caledonia and/or the General Partner may elect to bear certain expenses otherwise incurred for or allocated to other accounts or the Client. Any such election by Caledonia and/or the General Partner will not obligate either party to bear such expenses in any other instance. Investors or prospective investors should carefully review the applicable Governing Documents for additional information regarding the expenses borne by each respective Client. The information contained in this Item 5 is a summary only and is qualified in its entirety by such Governing Documents. Caledonia has adopted an expense allocation policy that is designed to ensure that expenses are allocated to Clients in a fair and equitable manner. Caledonia allocates expenses to each Client in accordance with the Client’s Governing Documents. Caledonia generally allocates common client expenses among multiple Clients pro rata based on gross assets under management as at the beginning of the month in which the expenses are incurred. Caledonia may deviate from this standard allocation method if it determines that an expense disproportionately benefits a particular Client or group of Clients. Neither Caledonia nor its Access Persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees. 7  Item 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT As disclosed in Item 5 of this Brochure, Caledonia is generally entitled to receive a Performance Fee from Clients, calculated and payable on an annual basis and as otherwise set out in the Governing Documents. The fact that Caledonia or its affiliates are entitled to receive Performance Fees creates a potential conflict of interest in that it may create an incentive for Caledonia to effect transactions in investments that are riskier or more speculative than would otherwise be the case. Several of Caledonia’s investment personnel are compensated in a manner that includes a performance-based component. The Client’s performance-based compensation is generally calculated on a basis that includes unrealized appreciation of the Client’s assets; such compensation may be greater than if it were based solely on realized gains. While Caledonia has the right to waive performance-based compensation as to particular investors in a Client, Caledonia manages each Client’s portfolio as an undivided pool. Caledonia also generally manages SMAs in parallel with the same investment strategy of the Funds (subject to any investment limitations or other special requirements as set forth in the applicable Governing Document). As a result, Caledonia does not favor any Client over another because of its performance-based fee arrangements. Performance-based fees will only be charged in accordance with the provisions of Rule 205-3 of the Advisers Act. Investors must understand the performance-based method of compensation and its risks prior to subscribing to interests in any Client. Side-by-side management refers to multiple client relationships where an adviser manages more than one advisory client relationship or portfolio on a simultaneous basis. Potential conflicts of interest arise under such side-by-side management including incentives to favor certain clients over others or proprietary accounts over client accounts. As Caledonia endeavors to treat all Clients fairly at all times and to put the interest of Clients first as part of its fiduciary duty as an investment adviser, Caledonia takes the following steps to address any potential conflicts of interest: • Caledonia discloses material conflicts of interest; • Given Caledonia’s single long-short global equity strategy is generally applied uniformly across all Clients, subject to other factors described below. Caledonia generally allocates investment opportunities on a pro-rata basis based on the NAV or the “available capital” (the latter takes into account leverage, and is important if two funds or accounts follow the same strategy but differ in terms of the leverage employed) of such funds or accounts after taking into account the “target allocation” to a particular strategy, geography, sector or other relevant characteristics of the subject opportunity, including, without limitation, (i) the investment objectives, risk profile, guidelines or restrictions of such fund or account; (ii) the current portfolio composition of such fund or account; (iii) the need for cash to satisfy redemption requests or other obligations; (iv) tax considerations; (v) the need to bring such fund or account in compliance with its investment guidelines, restrictions by virtue of applicable law and/or internal risk policies; (vi) whether such opportunity will be de minimis for such fund or account; (vii) cash balances, liquidity, leverage and other operational factors, including those inherent at the inception of a fund or account, or at the time of acceptance of a significant inflow of investor capital by a fund or account, in each case, until the applicable subscription proceeds have been invested or substantially invested, and in the case of funds or accounts using leverage, the need to sell positions in order to comply with or avoid margin calls from lenders (or otherwise take steps to improve its standing relative to its lenders); and (viii) on the basis of such other then-current factors that Caledonia deems appropriate under the circumstances; 8  imposed under applicable • Factors that may be considered when allocating trades include, but are not limited to: investment objectives and policies, risk profile, guidelines or restrictions applicable to each Client; the current portfolio composition of such fund or account; tax considerations; actual and targeted cash availability; liquidity requirements for payment of redemptions or other purposes; risk tolerances; restrictions laws or regulations; counterparty arrangements; account size; industry and security weightings and concentrations; and hedging objectives and activity; and any other factor as set out in the Governing Documents; • Caledonia compares holdings and performance of all Clients to identify any significant performance disparities and underlying causes; • Caledonia educates its employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to Clients and equitable treatment of all Clients; and • Caledonia maintains written policies to address any potential conflicts including the steps taken above. Caledonia, on an ongoing basis and in its sole discretion, offers co-investment opportunities in certain investments to certain investors or third parties. Co-investment opportunities may be effected through limited partnerships or other entities formed to effect co-investments. Caledonia will allocate available co-investment opportunities in such a manner as it determines is fair and equitable in its reasonable discretion in accordance with its written policies to address the allocation of investment opportunities. Participation in such opportunities may be limited to a select number of clients or investors based on Caledonia’s consideration of factors, including but not limited to: (i) whether the potential co-investor has expressed an interest in participating in co-investment opportunities; (ii) Caledonia’s evaluation of the potential co-investor’s size and financial resources; (iii) the ability of the potential co-investor to expeditiously participate in the investment opportunity without harming or otherwise prejudicing the other clients participating; (iv) Caledonia’s perception of whether the investment opportunity may subject the potential co-investor to legal, regulatory or other burdens that make it less likely that the potential co-investor would accept the investment opportunity; (v) whether Caledonia believes that allocating the investment opportunity to a potential co-investor will help establish, recognize or strengthen relationships that may provide indirectly longer-term benefits to current or future clients or to Caledonia; (vi) any confidentiality concerns Caledonia has that may arise in connection with providing the potential co-investor with specific information regarding an investment opportunity in order to allow it to evaluate the opportunity; and (vii) other factors deemed relevant by Caledonia. 9  Item 7. TYPES OF CLIENTS Caledonia’s Clients consist of Funds and SMAs, beneficial owners of which are sophisticated and institutional investors which may include, but are not limited to, individuals, high net worth individuals, pension funds, trusts, charitable organizations, endowments, foundations, corporations, family offices and funds of funds. Caledonia, however, is not precluded from advising types of clients that are not previously listed. With respect to Funds offered in the U.S., the minimum required initial investment is $25 million, subject to the discretion of Caledonia GP to accept lesser amounts. A minimum initial account size is generally required of SMA clients. As of 1 January 2018, SMAs are no longer offered to new US clients. Caledonia US currently has no separately managed account clients. Any separately managed account clients are managed by Caledonia. Depending on the exemptions relied upon by the Clients, as applicable, investors may be required to meet certain qualification requirements prior to investment. For example, the Clients in the U.S. currently rely on the exclusion from the definition of an investment company provided by Section 3(c)(7) of the Investment Company Act of 1940. Accordingly, investors in such Clients are required to be “accredited investors” as defined for purposes of Regulation D under the Securities Act of 1933 and “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940. Admission to the Clients is not open to the general public. Prospective investors should refer to the appropriate Governing Documents for important qualifications requirements for investment. 10  Item 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis and Investment Strategies Caledonia generally employs a single long-short global equity investment strategy across all Clients. Caledonia’s investment objective is to seek high absolute returns over a long-term horizon by investing on a long/short basis primarily in corporate equity securities, predominantly listed securities, and related instruments in global markets. Caledonia aims to achieve this investment objective by focusing on stock picking and what Caledonia believes is deep fundamental research with respect to smaller issuers whose equities Caledonia believes the markets are generally less efficient in pricing to drive alpha. The investment strategy and methods of analysis used to achieve this objective are described below, together with the associated risks of loss. Generally, Caledonia seeks to conduct detailed bottom-up financial modelling on an individual issuer basis in an attempt to understand the driver and magnitude of such issuer’s earnings advantage. Caledonia is agnostic as to the sector or geography in which it invests (within reason), and will attempt to adapt its investment universe to take advantage of the environment and/or compelling opportunities. For example, Caledonia will fully immerse itself in industries of interest which often leads to a thematic line of investing, whereby Caledonia invests across geographies within one distinct vertical or business model. Caledonia typically takes a three- to five-year view when making an investment on the long side, and typically a one-year to two-year view on the short side. Caledonia’s investment process with respect to investments includes what Caledonia views as rigorous initial due diligence on potential investments, seeking to identify value-based investment opportunities with attractive risk/reward characteristics. Caledonia performs ongoing due diligence with respect to all investments through (i) company management, competitor and industry contact and (ii) quantitative analysis to continually confirm and test an investment thesis. Risk management is a critical component of the investment approach. Caledonia focuses its investment universe to public issuers listed on stock exchanges in countries where there is a longstanding history of protection of shareholder rights and the rule of law. Also it seeks to own securities which to the greatest extent possible convey true ownership of the profits and cash flows of the underlying company. This means Caledonia tends to concentrate its efforts on the developed markets around the world while eschewing emerging and frontier markets where the rule of law is less well-established. Typically, Caledonia’s investment strategy is best described as high conviction with Client portfolios concentrated in a small number of investments. In implementing its strategy, Caledonia is typically not limited as to the variety of instruments it may deploy but Client portfolios would generally include: listed equities, unlisted equities, swaps and other derivatives, options, futures, forward foreign-exchange contracts and fixed income securities. Conflicts Relating to Material Nonpublic Information From time to time, Caledonia may enter into confidentiality agreements with companies or their representatives in connection with a prospective or current investment. Through these and other relationships, Caledonia may obtain material nonpublic information that might restrict its ability to buy or sell the securities of such company on behalf of its Clients. In order to mitigate and limit the instances in which Caledonia will be subject to these restrictions, Caledonia has adopted a policy that establishes 11  controls with respect to the acceptance, use and handling of confidential information. Material Risks (including significant, or unusual risks) relating to investment strategies and method of analysis Please note that an investment in a Client is highly speculative and not intended as a complete investment program. Investing in the securities markets in general and in one or more Clients advised by Caledonia in particular involves significant risk. Investments in a Client are designed only for experienced and sophisticated persons who are able to bear the economic risk of the loss of their entire investment and who have a limited need for liquidity in their investment. The method(s) and investment strategies described above involve certain risks. Investors or prospective investors should review the applicable Governing Documents for a complete description of the material risks related to their investment. A summary of some of the principal risks are set out below: • Limited Diversification - Caledonia intends to seek to diversify Clients’ investments as it deems appropriate and consistent with the Client’s investment objective. However, Clients’ investment portfolios are likely to be concentrated in a small number of investments which is likely to make the portfolio subject to a greater level of volatility and increase the relative impact that each issuer will have on the overall portfolio. Also, the use of a single investment manager applying generally similar trading programs could mean lack of diversification and, consequentially, higher risk. • Concentrated Positions - Notwithstanding investment guidelines which reflects the Caledonia Group’s current intentions, there are no limits on Caledonia’s investment discretion with respect to the size of any investment and the Clients will not be limited in the amount of capital that may be committed to any single investment. A substantial portion of the Clients’ portfolio may be concentrated in a few sectors, industries, or issuers, and may not necessarily be widely diversified. Therefore, the Clients face the risk that the value of its portfolio will be greatly affected by changes in the prices of a small number of investments. This limited diversity could expose the Clients to substantial losses that are disproportionate to market movements in general if there are disproportionately greater adverse price movements in those investments. Consequently, the Clients may be subject to more rapid change in value than would be the case if the Clients were required to maintain a wide diversification among portfolio positions. • Possible Positive Correlation with Traditional Portfolios – Typically, one of the objectives of an investor in incorporating a non-traditional investment such as the Client into a portfolio is to provide a potentially valuable element of diversification. However, there can be no assurance, particularly during periods of market disruption and stress when the risk control benefits of diversification may be most important, that the Clients will, in fact, experience a low level of correlation with traditional portfolios. • Speculative Nature of Certain Investments – Certain investments by the Clients may be regarded as speculative in nature and involve increased levels of inherent risk. An inherent part of a strategy may be to identify financial products which are undervalued (or, in the case of short positions, overvalued) by the marketplace. Success of such strategy necessarily depends upon the market recognizing such value in the price of the financial products within the time frame Caledonia desires, which may not necessarily occur. • Directional Trading – Certain of the positions taken by Clients may be directional in that they are designed to profit from forecasting absolute price movements in a particular security. Directional investing is subject to all the risks inherent in incorrectly predicting future price movements. Often these price movements will be determined by unanticipated factors, and even if the determining factors are correctly identified, Caledonia’s analysis of those factors may prove inaccurate, in each case, potentially leading to substantial losses. Predicting future prices 12  is inherently uncertain and the losses incurred, if the market moves against a position, will often not be hedged. The speculative aspect of attempting to predict absolute price movements is generally perceived to exceed that involved in attempting to predict relative price fluctuations. • Long/Short Investment Strategies – The identification of investment opportunities in the implementation of the Clients’ long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully identified or realized. If the perceived opportunities underlying the Client’s positions were to fail to converge toward, or were to diverge further from values expected by Caledonia, the Clients may incur a loss. In the event of market disruptions, the Clients could be forced to close out one or more positions at unfavorable prices, thereby incurring significant losses. Furthermore, the models and analytics used to determine whether an investment presents an attractive opportunity consistent with Caledonia’s long/short strategies may become outdated and inaccurate as market conditions change. • Short selling - Caledonia engages in short selling strategies as part of its single long/short global equity strategy. A Short sale involves the sale of a security that the Clients do not own. To make delivery to the buyer, the Clients generally must borrow the security, and the Clients are obligated to pay the lender of the security a stock borrow fee as well as any dividend or interest payable on the security until it returns the security to the lender. When the Clients make a short sale in the U.S., it must leave the proceeds thereof with the lender as collateral. If short sales are effected on a non-U.S. exchange, such transactions will be governed by local law. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. Selling securities short creates the risk of losing an amount greater than the initial investment, and can also involve borrowing and other costs which can reduce profits or create losses in particular positions. Short sales theoretically involve unlimited loss potential, as the market price of securities sold short may increase continuously. Under adverse market conditions the Clients might have difficulty maintaining the ability to borrow securities sold short. If so, the Clients might have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales. There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. In addition, the Clients can be “bought in” (i.e., forced to purchase securities in the open market to return to the lender). During the severe market disruptions following the bankruptcy of Lehman Brothers in September 2008, securities regulators in a number of countries imposed “emergency” bans on the short selling of financial sector securities. Short selling may be subject to further regulations or even bans. Short selling is integral to Clients’ investment strategy and any regulatory limitations on short selling could materially adversely affect Caledonia’s ability to implement its strategy for the benefit of the Clients. Absent an exemption and subject to certain limited exceptions, Rule 105 of Regulation M promulgated under the Exchange Act prohibits the Clients from purchasing securities in any firm commitment, underwritten follow-on or secondary offering of equity (or equity linked) securities for cash when the Clients have effected short sales in such securities within a “restricted period” prior to the pricing of the offering. If the Clients cannot meet an exemption to Rule 105, this will result in restrictions in the Clients’ trading activity and may adversely impact the results of the Clients. Although the Clients generally seeks to generate alpha from its short selling strategy, Caledonia may use short sales in an attempt to hedge against the risk of declines in the market value of the Clients’ long portfolio, and there can be no assurance that such hedging operations will be 13  successful. Additionally, the CFTC and the U.S. commodities exchanges impose limits, referred to as “speculative position limits,” on the maximum net long or net short speculative positions that any person may hold or control in any particular futures or options contracts traded on U.S. commodities exchanges. • Trade Allocations – Caledonia may advise other clients that have investment programs that have overlapping strategies with the Client. Although investments that are appropriate for the Client and one or more other clients will generally be allocated in accordance with a predetermined allocation policy, there are circumstances where an investment that is appropriate for the Client and other clients is allocated in another manner. In addition, the portfolios of the Client and any other clients will differ as a result of different investment programs, purchases and withdrawals being made at different times and in different amounts due to among other reasons, investment strategies, financing terms, as well as because of different tax, regulatory or other considerations. As a result, the performance of each the Client and other clients will diverge. • New Issues and Non-Pro Rata Allocations – In the event that the Client determines, in its sole discretion, that due to tax, regulatory, or any other reasons as to which the Client and any investors agree (including in order to comply with certain investment restrictions or other considerations), one or more of a investor’s capital accounts should not participate in (or should be limited in their participation in) the net capital appreciation or depreciation, if any, attributable to any investment, type of investment or any other transaction, the Client may allocate such net capital appreciation or depreciation only to an investor’s capital account to which such considerations or reasons do not apply (or may allocate to the restricted capital accounts, the portion of such net capital appreciation or depreciation allowed or agreed to be allocated to them). Consequently, the unrestricted capital accounts will be exposed to a greater extent to certain investments, types of investments, or other transactions than they would otherwise be exposed to. If such investments, types of investments or other transactions generate net capital depreciation, the unrestricted capital accounts will be allocated a greater portion of such net capital depreciation than if such net capital depreciation were also allocated to restricted capital accounts. • Valuation of the Client’s Investments – Valuation of the Client’s securities and other investments may involve uncertainties and judgmental determinations, and if such valuations should prove to be incorrect, the net asset value could be adversely affected. Independent pricing information may not at times be available regarding certain of the Client’s securities and other investments. Valuation determinations will be made in good faith in accordance with the Partnership Agreement. The Client may have some of its assets in investments, which by their very nature may be extremely difficult to accurately value. To the extent that the value assigned by the Client to any such investment differs from the actual value, the net asset value may be understated or overstated. In light of the foregoing, there is a risk that an investor who withdraws all or part of its interests while the Client holds such investments will be paid an amount less than it would otherwise be paid if the actual value of such investments is higher than the value designated by the Client. Similarly, there is a risk that such investor might, in effect, be overpaid if the actual value of such investments is lower than the value designated by the Client. In addition, there is risk that an investment in the Client by a new investor (or an additional investment by an existing investor) could dilute the value of such investments for the other investors if the designated value of such investments is higher than the value designated by the Client. Further, there is risk that a new investor (or an existing investor that makes an additional investment) could pay more than it might otherwise if the actual value of such investments is lower than the value designated by the Client. Where necessary, the Client reserves the right to adjust the net asset value retroactively. 14  None of Caledonia GP, Caledonia, the Client nor the Administrator shall have any liability in the event that any price or valuation, used in good faith in connection with the above procedures, proves to be an incorrect or an inaccurate estimate or determination of the price or value of any part of the property of the Client. There is no assurance that the determination of the net asset value as described herein reflects the actual sales prices of the securities, even when such sales occur very shortly after the Valuation Day. • Valuations Based on Unaudited and Estimated Valuations of the Investments – The value of the investors’ interests is expected to generally be based on unaudited and estimated valuations of the Clients’ investments and any valuation provided in any investor’s account statement is expected to generally be an unaudited, estimated value. There can be no guarantee or assurance that the value, as so determined, will in fact represent the actual value of the Clients’ assets that will be realized by the Client on the eventual disposition of such assets or that could, in fact, be realized if such assets were actually disposed of at such time. Therefore, any amount distributed to an investor (including as a distribution in-kind) for such investor’s interest in the Client may not be based upon an appropriate valuation of the Client or such investor’s interest, and depending on the circumstances, such valuations may not be subject to adjustments. • Dividends and Distributions – The Client does not intend to make distributions to investors but intends instead to reinvest the Clients’ income and gain. Accordingly, an investment in the Client may not be suitable for investors seeking current returns for financial or tax planning purposes. Caledonia does however reserve the right to make distributions to investors. • Co-Investments – The Client may co-invest as described more fully herein and may offer co- investment opportunities to Caledonia’s other clients and other co-investors. In allocating co- investment opportunities, Caledonia will consider any factors it deems relevant, including the sophistication, transaction speed, tenure as an investor with Caledonia or its affiliates or commitment to making co-investment funds available. In any event, no investor should have any expectation of receiving an investment opportunity or to be owed any duty or obligation in connection therewith. In such circumstances, the investment opportunity available to the Client may be less than it otherwise would have been. Certain co-investors investing with the Client may invest on different (and more favorable) terms applicable to the Client and may have interests or requirements that conflict with and adversely impact the Client (for example, with respect to their liquidity requirements, available capital, the timing of acquisitions and disposals or other rights). Caledonia will generally seek to assure that the Client and other investors participate in any co-investment and related transactions on comparable terms to the extent practicable and share in corresponding investment related expenses. Investors should note, however, that this may not be practicable in all circumstances and that the Client may participate in such investments on different and potentially less favorable terms than such parties if Caledonia deems such participation in the Clients’ interest. This may have an adverse impact on the Client. Given the Clients’ investment program, it may not be possible to determine, when exploring an investment opportunity, whether it would be appropriate for the full amount of such opportunity to be allocated to the Client or whether to attempt to allocate a portion of it to co-investors. Due to, among other reasons, the speculative nature of whether an opportunity may or may not be allocated to co-investors, co-investors may not agree to, and investors should have no expectation that potential co-investors will, pay or otherwise bear fees, costs or expenses related to unconsummated co-investments, such as break-up fees or broken deal expenses. Such fees, costs and expenses that are not borne by co-investors will be considered operating expenses of and be borne by the Client. In addition, to the extent agreed by co-investors, Caledonia and/or its affiliates may receive compensation (in the form of a management fee, performance-based compensation or otherwise) in connection with a co-investment that will not reduce the compensation paid to Caledonia by the Client. Such compensation arrangements may reduce 15  the returns to participants in the investments and create actual and/or potential conflicts of interest between such parties and the Client. • Additional Rights of Limited Partners – Caledonia GP, in its sole discretion and without notice to the other investors of the Client, may enter into Side Letters (to satisfy regulatory requirements or for any other reason) with certain investors granting them, among other things, fee waivers or reductions, different voting rights or restrictions, additional rights to reports or other information and other more favorable (or less favorable) investment terms than the terms associated with an investment by investors in the Client pursuant to the terms offered pursuant to the private placement memorandum. The Client shall have no obligation to offer additional and/or different rights, terms or conditions granted to other or all investors in the Client. • Access to Information - In response to questions and requests and in connection with due diligence meetings and other communications, the Client and Caledonia may provide information to certain investors and prospective investors that is not distributed to other investors and prospective investors. Such information may impact a prospective investor’s decision to invest in the partnership. Caledonia does not provide investors or prospective investors with descriptions of the due diligence inquiries it receives from other investors or prospective investors. As a result, inquiring investors or prospective investors will obtain information other than the information that is provided to: (i) all investors in the ordinary course of business, (ii) certain investors pursuant to Side Letters and/or (iii) investors or prospective investors who conduct due diligence but do not make the same inquiries or that make the same inquiries at a different time. Each investor and prospective investor is responsible for asking such questions as it believes are necessary in order to make its own investment decisions. • Issuer-specific changes - Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers. Smaller issuers can have more limited product lines, markets or financial resources. • Counterparty Default and Credit Risk - The Client expects to establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit the Client to trade in any variety of markets or asset classes over time; however, there can be no assurance that the Client will be able to maintain such relationships or establish such relationships. An inability to establish or maintain such relationships would limit the Clients’ trading activities, could create losses, preclude the Client from engaging in certain transactions, financing, derivative intermediation and prime brokerage services and prevent the Client from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships before the Client establishes additional relationships could have a significant impact on the Clients’ business due to the Clients’ reliance on such counterparties. The size of the Client may affect the Clients’ ability to maintain relationships with counterparties on similar terms as those that exist for other accounts. The Client will, in certain circumstances, be fully subject to the default of a counterparty. Such counterparty may be a broker, or any other party, and the default risk or credit risk could be to contractual obligations, settlement or any other default or credit related issue. Furthermore, there is a risk that any of the Clients’ counterparties could become insolvent and/or the subject of insolvency proceedings. If one or more of the Clients‘ counterparties were to become insolvent or the subject of insolvency proceedings in the United States (either under the U.S. Securities Investor Protection Act or the United States Bankruptcy Code), there exists the risk that the recovery of the Clients’ securities and other assets from the Clients’ brokers or broker-dealers will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. In addition, the Client may use counterparties located in 16  jurisdictions outside the United States. Such local counterparties are subject to the laws and regulations in non-U.S. jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to the Clients’ assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on the Client and its assets. • Prime Broker and other Counterparty Risk – The Client is subject to the risk of the inability of any counterparty (including any Prime Broker) to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes. The Client may enter into prime brokerage arrangements or other arrangements with brokers or their related entities which may authorize the Prime Broker to pledge, lend, rehypothecate or otherwise use such assets for the Prime Broker’s own purposes. At any one time, the Client may be exposed to creditworthiness of its counterparties in respect of all or part of such margin or collateral. In the event of the insolvency of a counterparty, the Client might not be able to recover cash or assets of equivalent value in full. With respect to the Clients’ right to the return of assets equivalent to investments of the Client which the Prime Broker borrows, lends or otherwise uses for its own purposes, the Client will rank as one of the Prime Broker’s unsecured creditors and, in the event of the insolvency of the Prime Broker, the Client might not be able to recover such equivalent assets in full. A Prime Broker (and/or other counterparties) may be granted a security interest over the interests in and rights in relation to the assets of the Client held by them. A Prime Broker may, at all times, appropriate for its own account and deal with assets of the Client. Securities so appropriated will continue to be recorded as being held for the benefit of the Client, however, such assets will become proprietary assets of the Prime Broker and it will only be contractually obliged to deliver equivalent securities (or cash in certain circumstances) to the Client. Where a Prime Broker delivers cash the replacement cost of assets may be greater. Any cash transferred to or held by the Prime Broker may not be treated as client money, but will be held as collateral and may not be subject to client monies protections. As a consequence, the Clients‘ cash will not be segregated from the Prime Broker’s own cash and will be used by the Prime Broker in the course of its investment business, and the Client will therefore rank as one of the Prime Broker’s general creditors in relation thereto. • Liquidity - Under certain conditions liquidity of a particular market or security may be restricted, thus affecting the performance of the Client. It may be relatively difficult for the Client to dispose of investments rapidly and at favorable prices in connection with adverse market developments or other factors affecting such securities. Illiquid assets may also be more difficult to value. Lack of liquidity or market depth can affect both (1) the valuation of the Clients’ assets as it looks to realize securities at quoted prices (or otherwise) and (2) the Clients’ ability to satisfy withdrawals in cash and may increase the likelihood of distributions in-kind including through interests in a Liquidating Special Purpose Vehicles (SPVs). Client investments distributed through interests in a Liquidating SPV may not be readily marketable or saleable and may have to be held for an indefinite period of time. The risk of loss and delay in liquidating these investments will be borne by the investors, with the result that such investors may receive less cash than it would have received on the date of withdrawal. An investment in the Clients is suitable only for sophisticated investors who do not require immediate liquidity for their investments. An investment in the Client provides limited liquidity since the interests are not freely transferable and an investor may generally only withdraw amounts from its Capital account at such times and subject to such restrictions as described herein. Further, the Clients’ distribution of proceeds upon a withdrawal by an investor may be limited or suspended as described herein. 17  • Exchange Fluctuations – Interests will be issued and withdrawn U.S. Dollars. The Client’s underlying investments may be investing in securities and other investments denominated in currencies other than U.S. Dollars. The U.S. Dollar value of such investments may be affected favorably or unfavorably by fluctuations in exchange currencies. In addition, prospective investors whose assets and liabilities are primarily denominated in currencies other than U.S. Dollars should take into account the potential risk of loss arising from fluctuations in the rate of exchange between the U.S. Dollar and such other currencies. Caledonia may endeavor to hedge any non-U.S. Dollar currency investment and profit exposures of the portfolio. Aside from such operational hedging, Caledonia may take active currency hedging positions. • Other Risks Relating to Derivative Instruments - The Client will utilize derivative instruments which seek to modify or replicate the investment performance of particular securities, commodities, currencies, interest rates, indices, or markets on a leveraged or unleveraged basis. Other risks related to the use of derivative instruments include, but are not limited to: o Tracking – When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment sought to be hedged may prevent the Client from achieving the intended hedging effect or expose the Client to the risk of loss. o Liquidity - Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets the Client may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which the Client may conduct its transactions in derivative instruments may prevent prompt liquidation of positions, subjecting the Client to the potential of greater losses. o Leverage - Trading in derivative instruments can result in large amounts of leverage. Thus, the leverage offered by trading in derivative instruments will magnify the gains and losses experienced by the Client and could cause the Clients’ Net Asset Value to be subject to wider fluctuations than would be the case if the Client did not use the leverage feature in derivative instruments. o Over-the-Counter Trading - Derivative instruments that may be purchased or sold by Clients may include instruments not traded on an exchange. The risk of non- performance by the obligor on such an instrument may be greater and the ease with which Clients can dispose of or enter into closing transactions with respect to such an instrument may be less than in the case of an exchange traded instrument. In addition, significant disparities may exist between “bid” and “asked” prices for derivative instruments that are not traded on an exchange. Derivative instruments not traded on exchanges are also not subject to the same type of government regulation as exchange traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with such transactions. Clients may be exposed to investments through derivatives to a greater extent than certain other Clients due to circumstances such as tax efficiencies (including in relation to the Client and other non-US accounts), timing of purchase and availability of securities. Exposure to an investment through derivatives carries additional costs which will be borne by the Client and which may decrease returns thereon. • Leverage - The Client uses leverage in connection with its investment program because it is believed that the use of leverage may enable the Client to achieve a higher rate of return. Client’s leverage, which may be substantial, may also be achieved through, among other methods, purchases of securities on margin, borrowing against existing positions and the use of options, futures, forward contracts, repurchase and reverse repurchase agreements, swaps or any other 18  financing structures that could allow the Clients to achieve a levered return. Clients generally aim to incorporate leverage within the investment guidelines and ranges discussed herein, but there is no hard limit on the Clients’ ability to use leverage in its portfolio. The use of leverage exposes the Client to increased exposure to losses and operational and market risks. Among other risks, the use of leverage tends to exacerbate and/or accentuate negative market movements and small hedging errors may be amplified by leverage. Price and valuation disputes with counterparties must be resolved to assure collateral maintenance. Hedges may at times fail to track investments due to uncorrelated changes in spreads among various securities. Clients may achieve better margin lending terms from certain of its prime brokers than are generally available to other investors. As a result, the level of margin available to Clients for its investments will generally be limited only by the credit decisions of its prime brokers. There can be no assurance, however, that such prime brokers will either continue such arrangements with the Clients or that such prime brokers and other lenders will approve extensions of credit to the Clients at the levels desired by the Clients. Any restriction on the availability of credit from such parties could adversely affect the Clients’ performance. The imposition of such restrictions could compel the Client to liquidate all or a portion of its portfolio at disadvantageous prices. The failure to satisfy a margin call, or the occurrence of other material defaults under margin or other financing agreements, may trigger cross-defaults under the Clients’ agreements with other brokers, lenders, clearing firms or other counterparties, magnifying the adverse impact to the Clients. In the event of a sudden drop in the value of the Clients’ assets, the Clients might not be able to liquidate assets quickly enough to satisfy its margin requirements. In that event, the Clients may become subject to claims of financial intermediaries that extended “margin” loans or leverage of any kind. Such claims could exceed the value of the assets of the Clients. Suspensions of withdrawal payments could, in certain circumstances, increase the Clients’ leverage. In these circumstances, because the withdrawal request itself is not suspended, any amounts actually withdrawn will be owed by the Clients to the withdrawing investor. Accordingly, if the value of the Clients’ assets decreases following the implementation of such a suspension, the withdrawal proceeds payable to such investors will result in additional leverage for the Clients. • Market Risk – Any investment made in a specific group of securities is exposed to the universal risks of the securities market. However, there can be no guarantee that losses equivalent to or greater than the overall market will not be incurred as a result of investing in such securities. The success of the Clients’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Clients’ investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of securities prices and the liquidity of the Clients’ investments. Volatility and/or illiquidity could impair the Clients’ profitability or result in losses. The Clients could incur material losses even if Caledonia reacts quickly to difficult market conditions, and there can be no assurance that the Clients will not suffer material losses and other adverse effects from broad and rapid changes in market conditions in the future. Investors should realize that markets for the financial instruments in which the Clients seeks to invest can correlate strongly with each other at times or in ways that are difficult for Caledonia to predict. Even a well-analyzed approach may not protect the Clients from significant losses under certain market conditions. Changes in economic conditions, including, for example, interest rates, inflation rates, employment conditions, competition, technological developments, political and diplomatic events and trends, and tax 19  laws can affect substantially and adversely the business and prospects of the Clients. None of these conditions is within the control of Caledonia and no assurances can be given that Caledonia will anticipate these developments. • Investments Risk – All securities investments, including the Clients’ investments, risk the loss of capital. Caledonia believes that the Clients’ investment program and research techniques moderate this risk through a careful selection of securities, other financial instruments and assets. No guarantee or representation is made that the Clients’ program will be successful. The Clients’ investment program may utilize various investment techniques including, without limitation, direct borrowing, margin transactions, short sales, swaps, futures, forward and option contracts, and concentrating its portfolio in the securities of particular issuers or industries, which practices can, in certain circumstances, increase the adverse impact of market moves to which the Clients may be subject. • Operational Risk – The Clients depend on Caledonia to develop appropriate systems and procedures to control operational risk. These systems and procedures may not account for every actual or potential disruption of the Clients’ operations. The Clients’ business is dynamic and complex. As a result, certain operational risks are intrinsic to the Clients’ operations, especially given the volume, diversity and complexity of transactions that the Client is expected to enter into daily. The Clients must be able to process, on a daily basis, transactions across numerous and diverse markets. Consequently, the Clients relies heavily on the financial, accounting and other data processing systems of Caledonia and other service providers. The ability of these systems to accommodate an increasing volume, diversity and complexity of transactions could also constrain the ability of the Clients to properly manage its portfolio. Systemic failures in the systems employed by the Clients, Caledonia, service providers and/or counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. These and other similar operational disruptions may cause Caledonia and the Clients to suffer, among other things, financial loss, the disruption of their businesses, liability to third parties, regulatory intervention or reputational damage. • Margin risk – When financial instruments are traded on a leveraged basis, the financial instrument can be purchased by depositing only a percentage of the instrument’s face value and borrowing the remainder (margin). As a result, a relatively small adverse price movement in a financial instrument’s value may result in immediate and substantial losses to the Client. Like other leveraged investments, any purchase or sale of a financial instrument on margin may result in losses in excess of the amount invested. The interest expense and other costs incurred in connection with such borrowing may not be recovered by appreciation in the investments purchased. In addition, Client(s) may be subject to additional risks, including the possibility of a “margin call,” pursuant to which Client(s) must either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. Furthermore, secured counterparties and lenders may have the right to sell, pledge, rehypothecate, assign, use or otherwise dispose of collateral posted by the Client. This could increase exposure to the risk of a counterparty default since, under such circumstances, Client(s) may be unable to recover the posted collateral promptly or may be unable to recover all of the posted collateral. The occurrence of defaults may trigger cross‐defaults under the Client’s agreements with other brokers, lenders, clearing firms or other counterparties, creating or increasing a material adverse effect on the performance of the Client. In the event of a sudden, precipitous drop in the value of the Client’s assets, the Client might not be able to liquidate assets quickly enough to pay off its margin debt. Such an event would adversely affect the Client’s investment. Any event that adversely affects the value of an investment would be magnified to the extent that asset or the Client is leveraged. The cumulative effect of the use of leverage by the Client in a market that moves adversely to the Client’s investments could result 20  in a substantial or total loss to the Client, which would be greater than if the Client was not leveraged. Leverage may be achieved through, among other methods, direct borrowing, purchases of securities on margin and the use of options, futures, forward contracts, repurchase and reverse repurchase agreements and swaps. • Relative value risk - In the event that the perceived mispricing underlying Caledonia’s relative value trading positions were to fail to converge toward, or were to diverge further from, parameters expected by Caledonia, Client accounts may incur a loss. • Long-term Investment Focus – Caledonia employs a long-term investment strategy which includes holding investments for three- to five-year periods. This long term view and the extensive due diligence employed prior to investing may result in a slower response to market opportunities and may limit the ability to respond to market events resulting in short term losses. • Contagion Risk Factor – The Client has the power to issue Interests in classes or series. There are currently three classes of Interests issued and outstanding in the Client. Each class of Interests currently has two series issued. The Partnership Agreement provides for the manner in which the liabilities are to be attributed across the various classes or series (liabilities are to be attributed to the specific class or series in respect of which the liability was incurred). However, the Client is a single legal entity and there is no limited recourse protection for any class or series. Accordingly, all of the assets of the Client will be available to meet all of its liabilities regardless of the class or series to which such assets or liabilities are attributable. In practice, cross-class or cross-series liability is only expected to arise where liabilities referable to one class or series are in excess of the assets referable to such class or series and it is unable to meet all liabilities attributed to it. In such a case, the assets of the Client attributable to other classes or series may be applied to cover such liability excess and the value of the contributing classes or series will be reduced as a result. Such cross-collateralization risks are equally applicable with respect to the Client and, similarly, a creditor of the Client will generally not be bound to satisfy its claims from assets exclusively attributable to the Client corresponding to any class or series of interests to which applicable liabilities are attributable • Legal, Tax and Regulatory Risks - Legal, tax and regulatory changes in various jurisdictions could occur during the lifetime of the Client which may adversely affect it. Should any of those laws change over the scheduled term of the Client, the legal requirements to which the Client may be subject could differ materially from the current requirements. The financial services industry generally, and the activities of hedge funds and their managers in particular, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase the Clients’ exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight may also impose additional administrative burdens on Caledonia, including, without limitation, responding to investigations and implementing new policies and procedures. Such burdens may divert Caledonia’s time, attention and resources from portfolio management activities and may adversely affect the ability of the Client to pursue its investment strategy, its ability to obtain leverage and financing and the value of investments held by the Client. It is impossible to predict what, if any, changes in regulations may occur, but any regulations that restrict the Clients’ activities could have a material adverse impact on the Clients’ portfolio. Caledonia may cause the Client to be subject to such regulations if it believes that an investment or business activity is in the Clients’ interest, even if such regulations may have a detrimental effect on one or more investors. Securities, futures and credit markets are subject to comprehensive statutes, regulations and other requirements. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. While the Client may be considered similar to an investment company, it is not required to and is not registered as such under the 1940 Act, or pursuant to the laws of any jurisdiction. 21  Accordingly, the provisions of such statutes (which may provide certain regulatory safeguards to investors) are not applicable. Caledonia, with respect to the Client has claimed an exemption from registration with the CFTC as a CPO pursuant to CFTC Rule 4.13(a)(3) (the “De Minimis Exemption”). Caledonia reserves the right to register with the CFTC as a CPO if it cannot comply with the De Minimis Exemption or any other available exemptions from registration. Compliance with the De Minimis Exemption, if claimed by Caledonia, could result in significant restrictions upon the Clients’ trading of the instruments that are restricted under the De Minimis Exemption, such as commodity futures, security futures, options thereon and certain swaps, and in place of such instruments, the Client may trade non-restricted instruments that may result in higher transaction costs and/or a less optimal hedge. To the extent Caledonia has to register with the CFTC as a CPO, they would be subject to increased regulatory oversight that would impose additional administrative burdens. This document cannot address or anticipate every possible current or future regulation that may affect the Caledonia Group, the Client or their businesses. Such regulations may have a significant impact on the Client or the operations of the Client, including, without limitation, restricting the types of investments the Client may make, preventing the Client from exercising its voting rights with regard to certain financial instruments, requiring the Client to disclose the identity of its investors or otherwise. Caledonia may, in its sole discretion, cause the Client to be subject to such regulations if it believes that an investment or business activity is in the Clients’ interest, even if such regulations may have a detrimental effect on one or more investors. Prospective investors are encouraged to consult their own advisors regarding an investment in the Client. • Certain Regulatory Filings and Hart-Scott-Rodino Obligations – In connection with any acquisition of beneficial ownership by the Client and the other accounts of the securities of an issuer, the Client may be required to make filings with certain regulatory authorities, which the Client and the other accounts may become subject to. These filings may require disclosure of the identity and background of the purchasers, the source and amount of funds used to acquire the securities, the purpose of the transaction, the purchaser’s interest in the securities and any contracts, arrangements or undertakings regarding the securities and other information. In addition, the Client may be required to aggregate investments in an issuer with the beneficial ownership of such issuer’s securities held by or on behalf of Caledonia and its affiliates, which could require the Client, together with such other parties, to make disclosure filings or otherwise restrict the Clients’ activities with respect to such issuer’s securities. In addition, the Client may be required to make filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) (the “HSR Act”) with respect to its ownership of certain voting securities, and possibly be subject to significant fees, penalties or sanctions, if it fails to do so. The HSR Act provides certain exemptions for passive investors who hold securities without attempting to influence the issuer’s management. The Client currently relies on such exemptions from filing. If the exemption was determined to be inapplicable to the Client, this could result in significant fees, penalties or sanctions which could have a material effect on the returns of the Client. • Enhanced Scrutiny and Regulations of the Private Investment Fund and Financial Services Industries - As private equity firms and other alternative asset managers have become more influential participants in the U.S. and global financial markets and the economy generally, and as the private funds industry and the reach of transactions consummated by its participants has continued to grow, the private funds industry has become subject to enhanced political, governmental and regulatory scrutiny around the globe. This increased scrutiny was particularly acute during the 2008 global financial crisis, over the course of which the business practices and economic incentives of private industry participants were viewed by certain political, governmental and regulatory commentators as contributing to the market and economic 22  volatility that ultimately resulted in the crisis. This enhanced scrutiny has prompted governmental and public action with respect to the private funds industry and its practices, including for example the enactment of the Dodd-Frank Act. The Dodd-Frank Act is comprehensive in scope (including the so-called “Volcker Rule,” which provided significant changes to the structure of federal financial regulation and new substantive requirements that apply to a broad range of market participants, including private investment funds). Significantly, the Dodd-Frank Act also mandated significant changes to the authority of the U.S. Federal Reserve, the CFTC and the SEC, as well as enhanced oversight and regulation of investment advisors, banks and non-bank financial institutions. In addition, numerous non-U.S. governments, including many based in Europe, have modernized financial regulations that have called for, among other things, increased regulation of and disclosure with respect to, and the registration of, private equity and hedge funds. In addition, as a result of highly publicized financial scandals over time, investors have exhibited concerns over the integrity of the U.S. financial markets. There has been an ongoing and active debate both nationally and internationally over the appropriate extent of regulation and oversight of private investment funds and their managers. Any changes in the regulatory framework applicable to the Clients may impose additional expenses, require the attention of senior management or result in limitations in the manner in which the Clients’ business is conducted. This enhanced oversight and regulation, and the need for significant additional rule-making by various governmental bodies, has created uncertainty in the financial markets and, in particular, the private funds industry. Many of the regulators to which the Clients, Caledonia, or their respective affiliates are expected to be subject globally, including governmental agencies and self-regulatory organizations, are empowered to conduct investigations and administrative proceedings that can result in fines, suspensions of personnel or other sanctions, including censure, the issuance of cease-and-desist orders or the suspension or expulsion of applicable licenses or members, as the case may be. Even if an investigation or proceeding were not to result in a sanction or the sanction imposed against the Clients, Caledonia, or their respective affiliates were small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of any such sanction could harm the Clients, Caledonia, or their respective affiliates’ reputations which may adversely affect the Clients’ investment performance by hindering its ability to obtain favorable financing or consummate a potentially profitable investment. There is also a material risk that regulatory agencies in the U.S. and beyond will continue to adopt burdensome new laws or regulations (including tax laws or regulations), change existing laws or regulations, or enhance the interpretation or enforcement of existing laws and regulations. Any such events or changes could occur during the life of the Clients and may adversely affect the Clients and its ability to operate and/or pursue its investment strategies. Such risks are often difficult or impossible to predict, avoid or mitigate in advance. In addition, as alternative asset managers are, or are perceived to be, influential participants in the U.S. and global financial markets and economy generally, the private funds industry has been the subject of criticism by some politicians, regulators and market commentators. In Germany, for example, U.S. and U.K. private equity firms are perceived by some as being responsible for high levels of domestic unemployment. There have been similar concerns expressed in other European countries. Various U.S. federal, state and local agencies have been examining the role of placement agents, finders and other similar private funds service providers in the context of investments by public pension plans and other similar entities, including investigations and requests for information. Furthermore, elements of organized labor and other representatives of labor unions have embarked on a campaign targeting private equity firms on a variety of matters of interest to 23  organized labor, including with respect to affording favorable treatment or significant deference to organized labor and labor unions in dealings with portfolio companies. There can be no assurance that the foregoing will not have an adverse impact on the Clients, Caledonia, or any of their respective affiliates or otherwise impede the Clients’ activities. In summary, regulation generally as well as regulation more specifically targeting the private funds industry, including tax laws and regulation, could increase the cost of acquiring, holding or divesting of investments in portfolio companies, the profitability of enterprises and the cost of operating the Clients. There can be no assurance that any such enhanced regulation and scrutiny will not have an adverse impact on the Fund or not otherwise impede the Clients’ activities. Investors should understand that Caledonia’s business is dynamic and is expected to change over time. Caledonia and its affiliates may maintain multiple business lines in multiple jurisdictions that are governed by a multitude of legal systems and regulatory regimes, some of which are new and evolving. Therefore, the Clients may be subject to new or additional regulatory constraints in the future. Caledonia cannot address or anticipate every possible current or future regulation that may affect Caledonia, the Clients or their respective businesses. Such regulations may have a significant impact on investors or the operations of the Client, including, without limitation, restricting investments in certain issuers, preventing the Client from exercising its voting rights with regard to an issuer’s securities, requiring the Client to disclose the identity of its investors, its positions or otherwise. Caledonia may, in its sole discretion, cause the Client to be subject to such regulations if it believes that an investment or business activity is in the Clients’ interests, even if such regulations may have a detrimental effect on one or more investors. Prospective investors are encouraged to consult their own advisors regarding an investment in the Client. • Risk of Government Intervention - The prices of instruments in which the Client may trade or invest are subject to certain risks arising from government regulation of their local markets, restrictions on investments by foreigners or limits on flows investment funds or risk of government expropriation of the assets of the issuers in which the Client holds interests. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more companies or assets, could result in a loss to the Client, including if its investment in such company or asset is canceled, unwound or acquired (which could be without what the Client considers to be adequate compensation). Any of the foregoing events or regulations may therefore adversely affect the performance of the Client and its investments. • Regulations – The Client is not registered pursuant to any other applicable law, rule or regulation, including the 1940 Act. Consequently, investors will not benefit from certain of the protections afforded by such other laws or regulations. Caledonia is not registered with the CFTC as a as a commodity pool operator (“CPO”) and is not a member of the National Futures Association. Registered commodity pool operators and commodity trading advisers are subject to extensive regulation and disclosure requirements. Investors, therefore, will not be accorded the protective measures they would have if Caledonia was so registered. • Limited Regulatory Oversight - While the Client may be considered similar to an investment company, the Client is not required to and does not intend to register as such under the Company Act, in reliance upon various exclusions from registration. Accordingly, the provisions of the Company Act (which may provide certain regulatory safeguards to investors) are not applicable to investors in the Client. The Client does not maintain custody of its securities or place its securities in the custody of a bank or a member of a national securities exchange in the manner required of registered investment companies under rules promulgated by the SEC. A registered investment company which places its securities in the custody of a member of a national 24  securities exchange is required to have a written custodian agreement, which provides that securities held in custody will be at all times individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company, and which contains other provisions complying with SEC regulations. The Client generally maintains accounts at brokerage firms which do not separately segregate such assets as would be required in the case of registered investment companies. Under the provisions of the Securities Investor Protection Act, the bankruptcy of any such brokerage firm might have a greater adverse effect on the Client than would be the case if the accounts were maintained to meet the requirements applicable to registered investment companies. • Possibility of Additional Government or Market Regulation - Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years, combined with several well publicized frauds, have led to increased governmental and self- regulatory scrutiny of the “hedge fund” industry in general. It is impossible to predict what, if any, future changes in regulation applicable to the Client, Caledonia GP, Caledonia, the markets in which they trade and invest or the counterparties with which they do business may be instituted in the future. Any such regulation could have a material adverse impact on the profit potential of the Client, as well as require increased transparency as to the identity of the investors and/or could increase the risk of third-party litigation. • Government Involvement in the Private Sector - Government involvement in the private sector varies in degrees among the countries in which the Clients may invest. Such involvement may include government ownership, wage and price controls or imposition of trade barriers or other protectionist measures. • Regulatory Actions - From time to time, in the ordinary course of operations, Caledonia’s business will be subject to regulatory inquiries, investigations and enforcement proceedings from U.S. and non-U.S. governmental agencies, regulatory bodies and securities commissions, which can be costly and occupy significant staff time and resources. Any such inquiry, investigation or enforcement proceeding could include civil or criminal proceedings resulting in a censure, fine, penalty and/or other sanction, including asset freezes, the issuance of a cease and desist order or the suspension or expulsion of an individual. Any such inquiry, investigation or enforcement proceeding could have a material adverse impact on Clients. • FOIA and Similar Laws - Some of the Interests may be held by investors, that are subject to public disclosure requirements that could require such investors to disclose information about the Client, its affiliates or any entity in which an investment is made, which could negatively affect the Clients’ competitive advantage in finding attractive investment opportunities. The amount of information about such investors’ investments that is required to be disclosed has increased in recent years, and that trend may continue. To the extent that Caledonia determines in good faith that, as a result of the U.S. Freedom of Information Act (“FOIA”), any governmental public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement, an investor or any of its affiliates may be required to disclose information relating to the Client, its affiliates or any entity in which an investment is made, Caledonia may, to prevent any such potential disclosure, withhold all or any part of the information otherwise to be provided to such investor. Without limiting the foregoing, in the event that any party seeks disclosure of information relating to the Client, its affiliates or any entity in which an investment is made under FOIA or any such similar law, Caledonia may, in its discretion, initiate legal action or otherwise contest such disclosure, which may or may not be successful, and any expenses incurred therewith will be borne by the Client. • Litigation - Caledonia and/or the Client may be plaintiffs or defendants in private civil proceedings. The expense of prosecuting claims, for which there is no guarantee of success, 25  and/or the expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Client and would reduce net assets. In the ordinary course of business, the Client may accumulate substantial positions in the securities of issuers that become involved in proxy contests or other litigation. As a result of such investments, the Client could be named as a defendant in a lawsuit or regulatory action. The outcome of such proceedings, which may materially adversely affect the net asset value of the Client, may be impossible to anticipate, and such proceedings may continue without resolution for long periods of time. Any litigation may consume substantial amounts of Caledonia’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. • Pay-to-Play Laws, Regulations and Policies - In light of controversies and highly publicized incidents involving money managers, a number of states, municipalities, and state pension plans have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict or require disclosure of payments to (and/or certain contacts with) state officials by individuals and entities seeking to do business with state entities, including investments by public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a government plan investor for two years after the adviser or certain of its executives or employees make a contribution to certain elected officials or candidates. If Caledonia or its employees or affiliates fail to comply with such pay-to-play laws, regulations or policies, such non-compliance could have an adverse effect on the Client by, for example, providing the basis for the withdrawal of the affected government plan investor. • Securities Law Compliance Risks – The U.S. and non-U.S. laws and regulations governing trading in the securities markets (and governing investing in other kinds of markets) are often complex and difficult to interpret, implement and monitor, and are subject to re-interpretation, which could expose the Client, Caledonia GP, or Caledonia and their respective affiliates to liability. • Uncertain Geopolitical Risks - International and/or local geopolitical events may influence the issuers of, and markets for, securities traded by the Client. Geopolitical events, including, without limitation, national referenda, political elections, international violent and non-violent conflicts and political movements, may affect monetary policy, fiscal policy, international relations, currency valuations, legal systems and regulatory regimes, among numerous other things, in ways that may impact the Client and/or its ability to operate and/or pursue its investment strategy. • Importance of key personnel of Caledonia - The authority to make decisions and to exercise business discretion on behalf of Clients is delegated to Caledonia and its affiliates. The success of Clients is expected to depend on the expertise of certain of Caledonia’s key personnel. Therefore, the death, incapacity or withdrawal of such personnel could materially affect Clients. • Accuracy of public information - Caledonia selects investments, in part, on the basis of information and data filed by issuers with various government regulators or made directly available to Caledonia by the issuers or through sources other than the issuers. Caledonia evaluates all such information and data and ordinarily seeks independent corroboration when Caledonia considers it appropriate and when it is reasonably available. Caledonia is not in a position to confirm the completeness, genuineness or accuracy of all such information and data, and in some cases, complete and accurate information is not available. • Non-public Information – From time to time, Caledonia may come into possession, intentionally or unintentionally, of non-public information concerning specific issuers. Under applicable securities laws, this may limit Caledonia’s flexibility to buy or sell portfolio securities issued 26  by such issuers. The Clients’ investment flexibility may be constrained and therefore adversely impacted as a consequence of Caledonia’s inability to use such information for investment purposes. • Differential Access to Information – Caledonia executes transactions on behalf of the Clients with other market participants who may have superior information and market intelligence than Caledonia and who may use this information to their advantage. From time to time, the Clients may incur losses caused by an information disadvantage. • Trade Execution Risk - Certain trading techniques used by the Clients require the rapid and efficient execution of transactions. Inefficient executions can eliminate the small and short-lived pricing differentials that Caledonia seeks to exploit and impact, possibly materially, the profitability of the Clients positions. • Expedited Transactions – Caledonia analyses and decisions by Caledonia may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to Caledonia at the time of making an investment decision may be limited, and Caledonia may not have access to the detailed information necessary for a full evaluation. Therefore, no assurance can be given that Caledonia will have knowledge of all circumstances that may adversely affect an investment at the time the investment decision is made, and Caledonia may make decisions which it would not have made if more extensive due diligence has been undertaken. • Limited Operating History – The Client has a limited operating history upon which investors may base an evaluation of its likely performance. Caledonia’s investment program should be evaluated on the basis that there can be no assurance that its assessments of the prospects of investments will prove accurate or that the Client will succeed in meeting its investment objectives. • Risk Management - Caledonia intends to apply a risk management approach that it believes is appropriate for the Client. The application of any risk management approach involves numerous judgements and qualitative assessments. No risk management system is fail-safe, and no assurance can be given that the Clients’ risk control framework will achieve its objectives. From time to time, without notice to the investors, Caledonia may modify or change the Clients’ risk management system and procedures. • Fraud; Employee and Service Provider Misconduct – Caledonia’s reputation is critical to maintaining and developing relationships with existing and prospective Clients, as well as with numerous third parties with which the Client does business. There have been a number of highly publicized cases involving fraud, conflicts of interest or other misconduct by individuals in the financial services and alternative asset management industries and there is a risk that an employee of or a service provider to Caledonia or Clients could engage in conduct that adversely affects the strategies implemented by Clients. It is not always possible to deter such misconduct and the precautions Caledonia takes to detect and prevent such misconduct may not be effective in all cases. Misconduct by an employee of, or service provider to, Caledonia or to Clients could result in direct financial harm both to Caledonia and Clients as well as harm Caledonia’s reputation, which would have an adverse impact on Clients. Misconduct could include, for example, unauthorized trades, unauthorized wire transfers, the concealment of unsuccessful trading activities or intentional misvaluing of assets. Personnel could improperly use or disclose confidential or material non-public information in violation of confidentiality obligations or applicable laws. In addition, similar risks may arise from employee misconduct of a service provider to Clients or Caledonia. In addition, of paramount concern in investments is the possibility of material misrepresentation or omission on the part of a counterparty or an issuer. Such inaccuracy or incompleteness, 27  among other things, may adversely affect the valuation of the collateral underlying an investment or cause funds to be misappropriated. Caledonia relies upon the accuracy and completeness of representations made by counterparties and issuers to the extent that it deems such representations to be reasonable, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to Clients may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. • Technology and Cybersecurity risk – The information and technology systems of Caledonia and of key service providers to the Clients may be vulnerable to potential damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. These programs or systems also may be subject to certain limitations, including, but not limited to, those caused by incorrect code, computer “worms,” viruses and power failures. Although Caledonia and the service providers have each implemented various measures designed to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, it may be necessary for Caledonia or a service provider to make a significant investment to fix or replace them and to seek to remedy the effect of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the operations of the Clients and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information. Caledonia has a business continuity plan, in the event of an emergency or significant business disruption, there can be no assurance that such plan will operate as intended nor can there be any assurance that the business continuity plans of a Clients’ administrator, counterparties, clearing brokers and other parties will operate as planned in the event of an actual disruption. The loss or improper access, use or disclosure of Caledonia or its Clients’ proprietary information may cause Caledonia or its Clients to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Clients and any underlying investors. The Clients may provide to the investor’s statements, reports and other communications related to the Clients in electronic form, such as email or via a password protected website (“Electronic Communications”). Electronic Communications may be modified, corrupted or contain viruses or malicious code and may not be compatible with a investor’s electronic system. In addition, reliance on Electronic Communications involves the risk of inaccessibility, power outages or slowdowns. These periods of inaccessibility may delay or present receipt of reports or other information by the investors. • Systems Risk – The failure, corruption or breach of one or more systems (including as a result of the occurrence of a disaster such as a cyber-attack, a natural catastrophe, an industrial accident, a terrorist attack or war, events unanticipated in Caledonia’s disaster recovery systems, or a support failure from external providers or as a result from heighten-usage resulting from mass work-from-home orders and similar policies resulting from Covid-19) or the inability of such systems to satisfy investors' needs, including the execution of orders, could have a negative effect on Caledonia’s ability to conduct business and thus, the Client, particularly if those events affect Caledonia’s computer-based data processing, transmission, storage and retrieval systems or destroy Caledonia’s data. If a significant number of Caledonia’s personnel were to be unavailable in the event of a disaster or other event, Caledonia’s ability to effectively conduct the Client’s business could be severely compromised. Furthermore, in the wake of Covid-19 the United States, countries in Europe and Asia and many other countries have instituted quarantines, bans on public gatherings, closures of a variety of venues or shelter-in-place orders which has resulted in many business and organizations, including Caledonia, its service 28  providers, the Clients’ potential investments, counterparties and other businesses, requiring personnel and employees to work-from-home and relying heavily on technology and technology-based solutions. Disruptions are expected to result in a heightened negative impact during any such time. Caledonia depends heavily upon computer systems to perform necessary business functions. Despite its implementation of a variety of security measures, Caledonia's computer systems could be subject to cyber-attacks and unauthorized access, such as physical and electronic break-ins or unauthorized tampering. Like other companies, Caledonia may experience threats to its data and systems, including through malware and computer virus attacks, unauthorized access, system failures and disruptions. The occurrence of one or more of these events could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through Caledonia's computer systems and networks, or otherwise cause interruptions or malfunctions in its operations, which could result in damage to its reputation, financial losses, litigation, increased costs, regulatory penalties and/or customer dissatisfaction or loss and could have a material effect on Clients. • Artificial Intelligence and Machine Learning Developments - Recent technological advances in artificial intelligence and machine learning technology (collectively, “Machine Learning Technology”), including OpenAI’s release of its ChatGPT application, pose risks to Caledonia, Caledonia GP, the Clients and the Clients’ portfolio companies. Over time, Caledonia could utilize Machine Learning Technology in connection with its business activities, including investment activities and could adopt policies with respect to such activities. Employees of Caledonia could, unbeknownst to Caledonia, utilize Machine Learning Technology in contravention of such policies. Caledonia, Caledonia GP, the Clients and the Clients’ portfolio companies could be further exposed to the risks of Machine Learning Technology if third-party service providers or any counterparties, whether or not known to Caledonia, also use Machine Learning Technology in their business activities. Caledonia will not be in the position to control the manner in which third-party products are developed or maintained or the manner in which third-party services are provided. include the input of confidential Use of Machine Learning Technology by any of the parties described in the previous paragraph could information (including material non-public information)—either by third parties in contravention of non-disclosure agreements, or by Caledonia personnel and other associated persons in contravention of Caledonia’s policies— into Machine Learning Technology applications, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users. Independent of its context of use, Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error— potentially materially so—and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent that Caledonia, Caledonia GP, the Clients or the Clients’ portfolio companies are exposed to the risks of Machine Learning Technology use, any such inaccuracies or errors could have adverse impacts on Caledonia, Caledonia GP, the Clients or the Clients’ portfolio companies. Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. • Alternative Data – Caledonia may use alternative data in its investment process. Alternative data includes datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, 29  applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases (this data is sometimes referred to as “big data” or “alternative data”). Caledonia applies this alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne—in whole or in part— by the Clients. No assurance can be given that Caledonia will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for Caledonia and the Clients in numerous jurisdictions. Caledonia cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to Caledonia or to the Clients. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of the Client. • Operating Deficits – The expenses of operating the Client (including the fees payable to Caledonia, the Administrator and other service providers) may exceed the Clients’ income, thereby requiring that the difference be paid out of the Clients’ capital, reducing the value of the Clients’ investments and potential for profitability. • Effect of Withdrawals – If significant withdrawals of interests are required, it may not be possible to liquidate the Clients’ investments at the time such withdrawals are requested or may be able to do so only at prices which Caledonia GP believes do not reflect the true value of such investments, resulting in an adverse effect on the result to the investors. Although it is expected upon the winding-up of the Client to liquidate all of the Clients’ investments and distribute only cash to the investors, there can be no assurance that this objective will be attained. • Absence of Secondary Market – Currently there is no public market for the interests and it is unlikely that any active secondary market for any of the Interests will develop. Interests are not being registered to permit a public offering under the securities laws of any jurisdiction. Interests are also subject to substantial restrictions on transferability under the Partnership Agreement. The consent of Caledonia must be obtained prior to any transfer of Interests. The investors might be able to dispose of their Interests only by means of withdrawals on the relevant Withdrawal Day, in the absence of an active secondary market. The risk of any decline in the Net Asset Value during the period from the date of notice of withdrawal until the Withdrawal Day will be borne by the investors requesting withdrawal. In addition, Caledonia has the power to suspend and compel withdrawals. There are also restrictions on transferring Interests. • Environmental Risks - The Client could, from time to time, be exposed to risk of loss from environmental claims arising with respect to assets that have environmental problems, or operations conducted by investments in environmentally sensitive regions, and such losses may exceed the Client’s investments therein. For example, the Client could, from time to time, invest in businesses that engage in oil and natural gas exploration and development, a speculative business involving many environmental risks, including the risk of accidents in completing wells, cratering, sour gas releases, uncontrollable flows of oil, natural gas or well fluids, pollution, fires, spills (including spills into oceans, waterways and underground reservoirs), whether in the course of exploration or development or in the course of transporting product, through mechanical failure, human error or otherwise, and other environmental risks. Additionally, the Client may be subject to various U.S. federal, state, local and international laws and regulations governing the environment and changes in environmental laws or in the environmental condition of an asset which may create liabilities that did not exist at the time of 30  acquisition of an investment and that could not have been foreseen. Under various U.S. federal, state, and local laws, ordinances and regulations and international laws and regulations, a current or previous owner, developer or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, under or in its property. The costs of removal or remediation of such substances could be substantial. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such hazardous substances. The Client will attempt to assess such risks as part of its due diligence activities but cannot give any assurance that such conditions do not exist or may not arise in the future. The presence of such substances on real estate-related assets held by the Client could adversely affect its ability to sell such investments or to borrow using such investments as collateral. • Force Majeure Risks - The Client will be subject to the risk of loss arising from exposure that it may incur, indirectly, due to the occurrence of various force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of infectious disease, pandemic or any other serious public health concern, war, terrorism and labor strikes). Natural disasters, epidemics and other acts of God, which are beyond the control of Caledonia, may negatively affect the economy, infrastructure and livelihood of people throughout the world. Disease outbreaks have occurred in Asia in the past (including severe acute respiratory syndrome, or SARS, avian flu, H1N1/09 flu and the novel Coronavirus) and any prolonged occurrence of infectious disease, or other adverse public health developments or natural disasters in any country in which the Client targets investments may have an adverse effect on the Client’s investments. The outbreak of the novel Coronavirus in 2019 and 2020 in many countries continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. The global impact of the outbreak has been rapidly evolving, and as cases of the virus have continued to be identified in additional countries, many countries have reacted by instituting quarantines and restrictions on travel. Such actions are creating disruption in global supply chains, and adversely impacting a number of industries, such as transportation, hospitality and entertainment. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of the novel Coronavirus. Nevertheless, the novel Coronavirus presents material uncertainty and risk with respect to the Client’s performance and financial results. Resulting catastrophic losses may either be uninsurable or insurable at such high rates as to make such coverage impracticable. If such a major uninsured loss were to occur with respect to any of the Client’s investments, the Client could lose both invested capital and anticipated profits. Some force majeure events may negatively affect the ability of a party (including the Client, Caledonia GP, Caledonia (and their respective affiliates), the Administrator, a company in which the Client invests or a counterparty to either the Client or a company in which the Client invests) to perform its obligations until such force majeure event is no longer existent. In addition, the cost to the Client of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Certain force majeure events (such as war or an outbreak of infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which the Client invests specifically. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more companies or assets, could result in a loss to the Client, including if its investment in such company or asset is canceled, unwound or acquired (which could be without what the Client considers to be 31  adequate compensation). Any of the foregoing may therefore negatively affect the performance of the Client and its investments. • Natural Disasters - Certain regions in which the Client invests and in which portfolio companies may operate are susceptible to natural disasters and disease outbreaks that could have a severe impact on the value of, and even destroy, assets in those regions. Health or other government regulations adopted in response to natural calamities may require temporary closure of corporate and governmental offices upon a disaster, which would severely disrupt the Fund’s operations and/or any portfolio company in the affected area. Catastrophic losses may either be uninsurable or insurable at such high rates as to make coverage impracticable. If a major uninsured loss were to occur with respect to the Client or any portfolio company, it could result in both a loss of invested capital and a loss of anticipated profits. • Weather and Climatological Risks - Certain regions in which the Client and/or portfolio companies conduct activities may be particularly sensitive to weather and climate conditions. Climate change may cause more extreme weather conditions and increased volatility in seasonal temperatures, which can interfere with operations and increase operating costs. Damage resulting from extreme weather may not be fully insured and may result in unforeseen losses by a portfolio company. • Bank Stability - The Client is permitted to hold cash and cash equivalents at any given time during its term. Available cash and cash equivalents are typically held in interest-bearing accounts or funds managed by third-party financial institutions. The Client’s access to its invested cash and cash equivalents may be impacted by adverse conditions in the financial markets, and the Client is subject to the risk that it may lose assets in connection with bank or other financial institution failures. Recently, numerous governments and their agencies have implemented interest rate policies designed to restore price stability in the face of inflationary pressures by increasing the underlying federal interest rate (or corresponding rate of the applicable jurisdiction). As a result of, among other reasons, such increasing interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant decline in value relative to deposits and liabilities which, coupled with general economic headwinds resulting from a changing interest rate environment, creates liquidity pressures at such institutions, as evidenced by the bank runs on the Silicon Valley Bank Financial Group (“SVB”) and Signature Bank (“Signature”) causing them to be placed into receivership, and the sale of the assets of First Republic Bank. As a result, certain sectors of the credit markets could experience significant declines in liquidity, and it is possible that the Client will not be able to manage this risk effectively. It is yet to be determined how the bank runs on SVB and Signature will fully impact the overall performance of the Client or one or more of its investments and how similar events may affect the ability of the Client to execute its investment strategy. However, as a result of such bank runs or banking collapses (or if other regional or other banks face similar bank runs or collapses), there is a risk that the Client, to the extent applicable, will not be able to recover its funds held in accounts at such banks above the Federal Deposit Insurance Corporation (the “FDIC”) insurance limit of $250,000 per account, or the limits of the deposit insurance regimes of other applicable jurisdictions, as applicable. Even if the Client is able to recover such funds, there is uncertainty with respect to the portion of its funds it may be able to recover. Further, there is uncertainty with respect to the time period that would be required to recover any additional funds above the FDIC insurance limit, or the limits of the deposit insurance regimes of other applicable jurisdictions, as applicable. Finally, while the FDIC has historically confirmed that it would insure certain deposits at banks above the $250,000 insurance limit per account, there is no guarantee that the FDIC will continue that approach indefinitely or that it would provide the same guarantee if additional banks suffer bank runs and/or collapses or that the regulators in other jurisdictions would take a similar approach. 32  • Outbreaks of Infectious or Contagious Diseases - Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19 have and are resulting in market volatility and disruption, and future such emergencies have the potential to materially and adversely impact economic production and activity, all of which could result in significant losses to the Client. In an effort to contain COVID-19, national, regional and local governments, as well as private businesses and other organizations, took severely restrictive measures, including instituting local and regional quarantines, restricting travel (including closing certain international borders), prohibiting public activity (including “stay-at-home” and similar orders), and ordering the closure of large numbers of offices, businesses, schools and other public venues. As a result, COVID-19 significantly diminished global economic production and activity of all kinds and contributed to both volatility and declines in markets for financial assets as well as commodities and other assets. Among other things, these unprecedented developments resulted in material reductions in demand across some, many or all categories of consumers and businesses, dislocation (or in some cases a complete halt) in the credit and capital markets, labor force and operational disruptions, slowing or complete idling of certain supply chains and manufacturing activity, and strain and uncertainty for businesses and households. Certain industries have felt, and may continue to feel, such impacts particularly acutely, for instance industries dependent on travel and public accessibility, such as transportation, hospitality, tourism, retail, sports and entertainment and industries related to natural resources production and development. Intervention by governments, central banks and other policy makers could impair the ability of private sector investors (like the Client) to pursue investment opportunities in certain markets and could cause artificial market prices or result in other unanticipated consequences that could adversely affect the performance of the Client. This enhanced oversight and regulation, and the need for significant additional rule-making by various governmental bodies, has created uncertainty in the financial markets, including the private fund industry. Major governmental intervention in an industry, including the nationalization of an industry or the assertion of control over one or more companies or assets, could result in a loss to the Client, including if its investment is canceled, unwound or acquired (which could be without what the Client considers to be adequate compensation). Any of the foregoing could therefore negatively affect the performance of the Client and its investments. Losses resulting from any of the foregoing could either be uninsurable or only insurable at such high rates as to make such coverage impracticable. If any such a major uninsured loss were to occur with respect to any of the Client’s investments, the Client could incur substantial losses. Public health emergency could result in adverse impacts on Caledonia, Caledonia GP, the Client and any portfolio company. The extent of the impact of any such emergency depends on many factors, all of which are highly uncertain and cannot be predicted, which may impact the Caledonia’s ability to diligence portfolio companies and to manage the Client in the future. Any such emergency could cause significant changes or reductions in portfolio company revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital (among a wide variety of other potential effects). In addition, the operations of the Client and its portfolio companies could be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, restrictions on travel and movement, remote-working requirements and other social, political, financial, legal, regulatory and other factors related to an actual or threatened public health emergency (such as COVID-19), including its potential adverse impact on the health of any such entity’s personnel. These measures could also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. 33  • Highly Volatile Markets - The prices of securities that Clients will trade and all derivative instruments, including futures and options prices, can be highly volatile. Price movements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instrument futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Clients are also subject to the risk of the failure of any of the exchanges on which its positions trade or of their clearinghouses. • Retail Investing - In recent years, retail investors have benefitted from increased access to the financial markets due to new smartphone and computer applications. Many of these retail investors have little or no experience investing in financial markets. The simultaneous rise of online social media platforms has created opportunities for these new market participants and established investors to discuss and share information about potential investments, whether or not such discussions or information is accurate or based on verifiable data. These social media interactions could motivate investors with a large amount of capital or large groups of investors with small amounts of capital (but which in the aggregate constitute a large amount of capital) to make investment decisions that may result in significant price fluctuations that appear divorced from common principles of fundamental analysis (e.g., the early 2021 price fluctuations in NYSE:GME and NYSE:AMC). A concomitant sudden and dramatic increase in the trading volume of securities and derivatives could lead to a loss of liquidity by certain brokers and clearinghouses, which could have further adverse effects on market participants or the market as a whole. Market volatility of this type is difficult to predict and can lead to significant losses to holders of implicated or related investments, including our Clients. • Benchmark Rates – The Adviser invests in debt securities, derivatives and other financial instruments, and employs investment strategies, that utilize floating rates as a “benchmark” or “reference rate” for various interest rate calculations. Historically, the London Interbank Offered Rate (“LIBOR”) was utilized, which is the offered rate for short-term Eurodollar deposits between major international banks. The United Kingdom Financial Conduct Authority, which regulates LIBOR, and the ICE Benchmark Administration announced a desire to phase out the use of LIBOR by the end of 2021. Moreover, on November 30, 2020, U.S. banking regulators issued a statement to encourage banks to stop entering into new USD LIBOR contracts “as soon as practicable,” and by no later than December 31, 2021. Accordingly, publication of all CHF and EUR LIBOR settings, the 1 Week and 2 Months USD LIBOR settings, and the Overnight/Spot, 1 Week, 2 Months, and 12 Months GBP and JPY LIBOR settings ceased after December 31, 2021. As an alternative to LIBOR, the Federal Reserve has endorsed replacing U.S.-dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”),a new index calculated based by short-term repurchase agreements, backed by U.S. Treasury Instruments. It remains unclear to what extent alternative reference rates such as SOFR will attain market acceptance as replacements for LIBOR. As such, it is not possible to predict all potential effects of these changes on U.S. and global credit markets. On December 16, 2022, the Federal Reserve Board adopted regulations implementing the Adjustable Interest Rate Act by identifying benchmark rates based on SOFR that will replace LIBOR in different categories of financial contracts after June 30, 2023. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may have an adverse impact on the value of client accounts. Uncertainty and risk also remain regarding the willingness and ability of issuers and 34  lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR- related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely impacting the performance of client accounts. Investors should be aware that: (a) any changes to benchmark rates described in the previous paragraph could cause an interest or other reference rate to be lower and/or more volatile than it would otherwise be; (b) if the applicable rate of interest on any loan is calculated with reference to a tenor or currency which is discontinued, such rate of interest could then be determined by the provisions of the affected loan, which could include determination by the relevant calculation agent based on market convention that may or may not be developed at that time, or the loan could otherwise be subject to a certain degree of contractual uncertainty; (c) the administrators of benchmark rates will not have any involvement in the investments of the Client and could take any actions in respect of benchmark rates without regard to the effect of such actions on such investments; (d) any uncertainty in the value of a benchmark rate or, or any uncertainty in the prominence of a benchmark rate as a benchmark interest rate due to the recent regulatory reform could adversely affect liquidity of the Clients’ debt investments in the secondary market and their market value; and (e) an increase in alternative types of financing in place of benchmark rate-based loans (resulting from a decrease in the confidence of borrowers in such rates) could make it more difficult to source loans or reinvest proceeds in loans. Any of the above or any other significant change to the setting of a benchmark rate could have a material adverse effect on the value of, and the amount payable under any loan or other debt instrument held by the Client which pays interest linked to a benchmark rate. • Trade Policies - The future of global free trade is uncertain. The U.S. government has indicated it may alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with non-U.S. countries. Global trade disruption, significant introductions of trade barriers (including tariffs) and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect the financial performance of Clients. For example, certain members of the U.S. government have made public statements indicating a desire to make significant changes to U.S. trade policy and the U.S. government has, under previous presidential administrations, taken certain actions that have impacted trade between the U.S. and the People’s Republic of China (the “PRC”), including imposing tariffs on certain goods imported into the United States. It remains unclear what additional actions, if any, the governments of the United States and the PRC will take in respect of their bilateral trade and what the timing may be of any such actions. The actions taken to date, as well as any future tariffs, new regulations or other burdens on international trade, may cause escalating responses through the use of local regulations, tariffs or other requirements on exports and imports. If any new legislation and/or regulations are implemented, or if existing trade agreements are renegotiated, or if the United States or the PRC impose additional burdens on international trade that adversely affect the ability of companies in the United States and the PRC to import and export goods, it may lead to a decline in demand for the services of the companies in which Clients invest. In addition, new legislative or regulatory changes or additional burdens focused on particular industries may make it time-consuming and expensive, and, ultimately, impracticable, for companies to alter their business operations to adapt to or comply with such changes, and such operational changes, if implemented, could have an adverse effect on the business and financial condition of the companies in which Clients invest. • MiFID II - There has been extensive rulemaking and regulatory changes over the past decade that have affected private funds, private fund managers and the financial industry as a whole, 35  including the European Markets Infrastructure Regulation and the second Markets in Financial Instruments Directive and laws and regulations associated with or implementing them (collectively, “MiFID II”) in the EU. MiFID II requires certain standardized over-the-counter derivatives traded by certain market participants to be executed on regulated trading venues. For the first time within the EU, MiFID II also introduces position limit and position-reporting requirements in relation to certain commodity derivatives. In addition, MiFID II introduces wider transparency regimes in respect of trading on EU trading venues and with EU counterparties. MiFID II extends the pre- and post-trade transparency regimes from equities traded on a regulated market to cover equity-like instruments such as depositary receipts, exchange traded funds and certificates that are traded on regulated trading venues as well as to cover non-equities such as bonds, structured finance products, emission allowances and derivatives. The increased transparency regime under MiFID II, together with the restrictions on the use of “dark pools” and other trading venues, results in a significant increase in public information relating to price discovery becoming available. Such increased transparency and price discovery may have macro effects on trading globally, which may have an adverse effect on Clients. • Sustainability Risks - The EU Sustainable Finance Disclosure Regulation (2019/2088) defines “sustainability risks” as environmental, social or governance events or conditions that, if they occur, could cause an actual or a potential material negative impact on the value of an investment. Caledonia, Caledonia GP (or its delegate), the Client, the portfolio companies, and other parties, such as service providers or the Client or portfolio company counterparties, may be negatively affected by sustainability risks. If appropriate for an investment, Caledonia GP (or its delegate) may conduct sustainability risk-related due diligence and/or take steps to mitigate sustainability risks and preserve the value of the investment; however, there can be no assurance that all such risks will be mitigated in whole or in part, nor identified prior to the date the risk materializes. Caledonia, Caledonia GP (or its delegate), the Client, the portfolio companies, and other parties may maintain insurance to protect against certain sustainability risks, where available on reasonable commercial terms, although such insurance is subject to customary deductibles and coverage limits and may not be sufficient to recoup all losses. Sustainability risks may therefore adversely affect the performance of the Client and its investments. • Inflation and Deflation Risk - The enormous amounts of financial assistance which the governments and banks have made available in an effort to resolve the prevailing economic difficulties could eventually lead to material levels of inflation or the prevailing slow economic activity could lead to deflation. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on the economics and securities markets of numerous economies. The global economy is currently experiencing an increased rate of inflation (and may experience further increases in the rate of inflation), which may rise at an accelerating rate for a sustained period of time, in part due to recent market activity and the occurrence of current (and potential future) economic stimulus. During periods of inflation, wages and prices of inputs typically increase, which can negatively impact returns on investments. In an attempt to stabilize inflation, various governments may intervene in their respective economies. Governmental efforts to curb inflation often have negative effects on the level of economic activity (and may result in stagflation). It is possible that inflation will become a serious problem in the future and may have a material and adverse impact on portfolio companies (and the Client's performance). Any subsequent unexpected deflation could also have an adverse impact on portfolio companies and the Clients’ investments. There can be no assurance that inflation or deflation will not become a serious problem in the future and have an adverse impact on the Clients’ returns. 36  • ESG Considerations - The regulatory environment for ESG-related investments is evolving and changes to it could adversely affect the Client and its portfolio companies. Regulators have adopted regulatory regimes that have led to increased oversight of ESG-related investments and funds, and which have created additional compliance, transaction, data collection, disclosure or other costs, which may negatively affect the returns of the Client. For example, the regulatory regimes and practice applicable to environmental, social, and governance (“ESG”) standards within the EU and the European Economic Area (the “EEA”) is expected to evolve and develop further over time, and may be subject to future substantial changes. In particular, the EU Sustainable Finance Disclosure Regulation as well as supporting and related regulations are likely to be amended and new guidance may also be issued by the European Supervisory Authorities. Such amendments or changes may require the adoption of specific procedural or organizational arrangements that may affect the activities performed by Caledonia GP in relation to the Client and may require additional disclosure to investors with respect to ESG matters, or entail additional costs to be borne in the performance of the activities regulated under the Partnership Agreement and the private placement memorandum. In addition to penalties, if the Client does not comply with applicable regulations, its noncompliance could have adverse consequences for the Client. In addition, Regulation (EU) 2020/852 2088 of the European Parliament and of the Council of June 18, 2020 on the Establishment of a Framework to Facilitate Sustainable Investment (the “EU Taxonomy”) sets forth a general framework for the development of an EU-wide classification system for environmentally sustainable economic activities. The EU Taxonomy has now been agreed and published, however its full impact and effects are yet to be seen and there is a risk that a significant reorientation in the market could be adverse to the Clients’ investment business, at least in the short term, and to the Clients’ portfolio companies if they are perceived to be less valuable as a consequence of, for example, their carbon footprint. In this respect, each investor should understand that the entry into force of ESG-related regulatory regimes and further developments in regulatory expectations and best practice under such regimes, as well as any subsequent changes to the regulatory frameworks applying to ESG standards, if applicable to Caledonia, the Client or the Client’s portfolio companies, could adversely affect the ability of Caledonia to perform the management services r adversely affect the Clients’ portfolio companies and the operations and investment returns of the Client. • United States Political Unrest - The United States is currently experiencing, and in recent years has experienced, increasing political and civil unrest and uncertainty. On September 17, 2020, Christopher Wray, Director of the U.S. Federal Bureau of Investigation, testified before the U.S. House Homeland Security Committee regarding certain threats to the United States, including Domestic Violent Extremists (“DVEs”). Director Wray described DVEs as “individuals who commit violent criminal acts in furtherance of ideological goals stemming from domestic influences, such as racial bias and anti-government sentiment.” He testified that DVEs are driven by perceptions of government or law enforcement overreach, sociopolitical conditions, racism, anti-Semitism, Islamophobia, misogyny, and reactions to legislative actions and pose a steady and evolving threat of violence and economic harm to the United States. He also noted that DVEs have responded to peaceful movements, including First Amendment-protected activities, through violence and that racially motivated violent extremists make up the largest sub-set of DVEs, with individuals subscribing to a white supremacist-type ideology as the largest portion of such sub-set. The FBI has elevated racially-motivated violent extremism to a “national threat priority,” which allows the FBI to dedicate significant additional resources towards related law enforcement action. Political and civil unrest and uncertainty are heightened given that the United States is holding their presidential political election this year. Election years, particularly if there ends up being a transition in executive leadership between parties, can lead to increased political unrest or other disruptions to the functionality of the federal 37  government in the United States and further uncertainty and volatility in global financial markets. Unrelated to the election process, unrest is also happening at the House of Representatives and Senate levels of the United States government, as well as at the State levels of government, in which extremist outliers in each party are putting up road blocks to effectively govern the nation, including putting limitations on new bills/laws being passed. This period of political and civil unrest and uncertainty is likely to continue and may have a negative effect on the Client and its investments. • Risks Relating to Investments in the Middle East – The Client will be permitted to make investments in issuers incorporated, headquartered or conducting business in the Middle East. The political and military stability of the region and any disruption of such stability could have a material adverse impact on the performance of the Client. Social, political and military unrest, varying in degree and intensity, currently exist within and among the nations of the Middle East, including, without limitation, uncertainties regarding political succession among the Saudi Arabian royal family, conflicts between the U.S. and Iran and/or Iran and its neighbors concerning Iran’s nuclear weapons program, the prolonged conflicts surrounding the Islamic State in Iraq and hostility between Israel and the Arab countries surrounding it. An outbreak of war or other hostilities in the region could have a negative impact on the Client’s transactions and/or the portfolio companies, even with respect to issuers that are not incorporated, headquartered or primarily conducting business in the Middle East. In addition, certain other countries, as well as individual companies, may from time to time participate in a boycott of firms, products or industries having significant connections to the region and others doing business in the region. Any such boycott could have a material adverse effect on the Client’s investments. Even absent the occurrence of any of the foregoing events, the volatility in the price of oil itself, which accounts for a significant portion of the economic output of the nations in the Middle East, as well as other geopolitical developments, will in turn contribute to volatility in the investments held by the Client. It is likely that these risks will persist in the short and long term. • Russian Invasion of Ukraine - On February 24, 2022, Russia launched a large-scale invasion of Ukraine marking the largest escalation of crisis in Ukraine to date. Although the Russian invasion, and the conflict in Ukraine is ongoing and its long-term effects remain to be seen, the 2022 Russian invasion of Ukraine is likely to cause significant economic disruption and further calls from other countries for a severe sanctions regime that would seek to further isolate Russia from the world economy. In response to the Russian invasion of Ukraine in February 2022, the EU, the U.S., the UK and other governmental entities have passed a variety of severe economic sanctions and export controls against Russia, including imposition of sanctions against Russia’s Central Bank and largest financial institutions. In addition, a number of businesses have curtailed or suspended activities in Russia or dealings with Russian counterparts for reputational reasons. The current sanctions have had and may continue to have the effect of causing significant economic disruption and may adversely impact the global economy generally, and the Russian economy specifically by, among other things, creating instability in the energy sectors, reducing trade as a result of economic sanctions and increased volatility and uncertainty in financial markets, including Russia’s financial sector. Additionally, any new or expanded sanctions that may be imposed by the U.S., EU, UK, or other countries could materially adversely affect the Client’s operations. Overall, the situation in Ukraine remains uncertain and how it will unfold or impact a portfolio company’s and/or the Client’s business or results of operations cannot be predicted. The potential further repercussions surrounding the situation in Ukraine are unknown and no assurance can be given regarding the future of relations between Russia and other countries or the impact of future and additional sanctions. Any or all of the above factors could have a material adverse effect on the Client and its investments and operations, and the ability of the Client to achieve its investment objectives. Additionally, to the 38  extent that third parties, investors, or related customer bases have material operations or assets in Russia or Ukraine, they may have adverse consequences related to the ongoing conflict. • Financial Institution Risk; Distress Events – A Client investment is subject to the risk that one of the Client’s banks, brokers, hedging counterparties, lenders or other custodians of some or all of the Client’s assets (each, a “Financial Institution”) fails to perform its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences a Distress Event, Caledonia, the Clients and/or their portfolio companies may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation (“FDIC”), in the case of banks, or the Securities Investor Protection Corporation (“SIPC”), in the case of certain broker- dealers, amounts in excess of the relevant insurance are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event has a potentially adverse effect on the ability of Caledonia to manage the Clients and their investments, and on the ability of Caledonia, any Client and/or portfolio companies to maintain operations, which in each case could result in significant losses and unconsummated investment acquisitions and dispositions. Such losses have the potential to include a Client to pay fees and expenses in the event the Client is not able to close a transaction (whether due to the inability to draw capital on a credit line provided by a Financial Institution experiencing a Distress Event, the inability of investors to make capital contributions or otherwise), as well the inability of a Client to acquire or dispose of investments at prices that the relevant General Partner believes reflect the fair value of such investments and/or the inability of portfolio companies to make payroll, fulfill obligations and maintain operations. Although Caledonia expects to exercise contractual remedies under the agreements with Financial Institutions in the event of a Distress Event, there can be no assurance that such remedies will be successful or avoid losses or delays. Many Financial Institutions require, as a condition to using their services or otherwise, that Caledonia and/or the relevant Client maintain all or a set amount or percentage of their respective accounts or assets with the Custodian, which heightens the risks associated with a Distress Event with respect to such Custodians. Although Caledonia seeks to do business with Custodians that it believes are creditworthy and capable of fulfilling their respective obligations to the Clients, Caledonia is under no obligation to use a minimum number of Custodians with respect to any Client, or to maintain account balances at or below the relevant insured amounts. Risks associated with types of securities that are primarily invested in (including significant, or unusual risks). • Equity securities - Clients may invest in equities and equity derivatives. The value of these financial instruments generally will vary with the performance of the issuer and movements in the equity markets, and may also be subject to various types of risks, including market risk, liquidity risk, counterparty credit risk, legal risk, and operations risk. Clients may suffer losses if it invests in equity instruments of issues whose performance diverges from Caledonia’s expectations or if general market conditions not specifically related 39  to any particular equity investment of the Clients move in a single direction and the Clients have not hedged against such a general move. Market prices may decline as a result of, among other things, real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. Further, equity investments may be even more susceptible to such events given their subordinate position in the issuer’s capital structure. As such, equity investments generally have greater price volatility than fixed income and other investments with a scheduled stream of payments, and the market price of equity investments is more susceptible to moving up or down in a rapid or unpredictable manner. Clients also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible financial instruments or private placements, delivering marketable common stock upon conversions of convertible financial instruments and registering restricted financial instruments for public resale. • Micro-, Small- and Medium-Capitalization Companies - Investments in securities of small- capitalization companies involve higher risks in some respects than do investments in securities of larger “blue-chip” companies. For example, prices of securities of micro-, small- and even medium-capitalization companies are often more volatile than prices of securities of large- capitalization companies and may not be based on standard pricing models that are applicable to securities of large-capitalization companies. Furthermore, the risk of bankruptcy or insolvency of smaller companies (with the attendant losses to investors) may be higher than for larger, “blue-chip” companies. Finally, due to thin trading in the securities of some micro- and small-capitalization companies, an investment in those companies may be illiquid. It is not generally possible to hedge against the credit risks to which these companies are exposed. • Less-Established Companies – Given Caledonia’s belief that the securities of smaller issuers tend to have less efficient markets, the Clients expect to invest in the securities of smaller issuers that are less-established companies. Investments in less-established companies may involve greater risks than are generally associated with investments in more-established companies. Such less-established companies often have thinly traded securities or lack easy access to the capital markets or other traditional funding sources. To the extent there is any market for securities of less-established companies held by the Clients, such securities may be subject to more abrupt and erratic price movements than those of larger, more-established companies. Less-established companies tends to have lower capitalizations and fewer resources and therefore, often are more vulnerable to financial failure. Such less-established companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. Any Clients’ investments in a smaller issuer should be considered highly speculative and may result in the loss of the Clients’ entire investment therein. In addition, smaller issuers could be more susceptible to irregular accounting or other fraudulent practices, and in the event of fraud by any company in which the Clients invest, the Client is likely to suffer a partial or total loss of capital invested in that company. In addition, there can be no assurance than losses on any such securities will be offset by gains (if any) realized on the Clients’ other investments. • ETFs – The public trading price of shares in an Exchange-Traded Fund (“ETF”) may be different from the net asset value of such shares (i.e., ETF shares may trade at a premium over, or a discount to, the net asset values of such shares) and similarly, the public trading market price per ETF share may be different from the net asset value per ETF share. ETF shares are listed for trading on exchanges. Trading in such shares may be halted due to market conditions or, in light of exchange rules and procedures, for reasons that, in the view of the relevant exchange, make trading in the ETF shares inadvisable. In addition, trading may be subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” 40  rules that require trading to be halted for a specific period based on a specified market decline. There can be no assurance that the requirements necessary to maintain the listing of any ETF’s shares will continue to be met or will remain unchanged. Although it is anticipated that the Clients’ investments in ETF shares will be listed and traded on exchanges, there can be no guarantee that an active trading market for such shares will develop or be maintained. If the Clients needs to sell ETF shares at a time when no active market for them exists, the price it receives for such shares, assuming that the Clients are able to sell them, likely will be lower than that it would receive if an active market did exist. In addition to the Management Fee paid and Incentive Allocation made and the other expenses of the Clients, the investment managers of the ETFs in which the Clients invest are paid a management fee, and as an investor, the Clients will bear a portion of such fees. The ETFs in which the Clients invest also bear their own brokerage commissions and other expenses, and as an investor, the Clients will bear a portion of those expenses. Similarly, the ETFs in which the Clients may invest may pay fees to a trustee, and may also pay licensing fees. The fees and expenses could result in a high cost of investment. • Unlisted Securities – The Client may invest in unlisted equities (or other securities) and unlisted securities may involve higher risks than listed securities. Because of the absence of any trading market for unlisted securities, it may take longer to liquidate, or it may not be possible to liquidate, positions in unlisted securities than would be the case for publicly traded securities. Companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. • Options – Sales of options where the Clients do not own the underlying asset to which the option is referenced can involve theoretically unlimited risk. The seller (writer) of a call option which is covered (e.g., the writer holds the underlying security) may hedge its long position in the underlying security by earning premium upon the sale of the option. In exchange for the premium, the seller assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security (to the extent the decline exceeds the premium received), and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of an uncovered call option may be unavailable for purchase, except at much higher prices, thereby reducing or eliminating the value of the premium. Purchasing securities to cover the exercise of an uncovered call option can cause the price of the securities to increase, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire premium investment in the call option. The seller (writer) of a put option which is covered (e.g., the writer has a short position in the underlying security) may hedge its short position in the underlying security by earning premium upon the sale of the option. In exchange for the premium, the seller assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security (to the extent the increase exceeds the premium received), and gives up the opportunity for gain on the underlying security if the market price falls below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire investment in the put option. Volatility is a principal component of options pricing. If the volatility in the market for the asset underlying the options held or sold changes materially, the Clients could incur substantial losses 41  even if the options in question would have generated substantial profits if the current price levels were in effect at expiration. • Emerging markets - There are greater risks associated with investments in securities of issuers located in less developed countries than investments in securities of issuers located in the U.S. and other developed markets. Political risk for many developing countries is a significant factor. During certain social and political circumstances, governments may be involved in policies of expropriation, confiscatory taxation, nationalization, intervention in the securities market and trade settlement and imposition of foreign investment restrictions and exchange controls. In comparison to more developed markets, trading volumes in emerging markets may be lower, which can result in a lack of liquidity and greater price volatility. • Non-U.S. securities / International Investing - Although Caledonia generally focuses its investment universe to public issuers on stock exchanges in countries where there is a long standing history of protection of shareholder rights and the rule of law, Caledonia expects that a substantial portion of the trades executed for the Clients will take place on foreign exchanges and/or in securities of companies domiciled or operating in non-U.S. countries. International investing presents the potential for country-specific and/or unique risks such as political or economic instability in the country of issue, the possible introduction of new laws, and the possible imposition of exchange controls or other laws or restrictions. Investing in these types of securities involves considerations and possible risks not typically involved in investing in securities of companies domiciled and operating in the United States, including (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty including war; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of securities markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii) increased likelihood of governmental involvement in and control over the economy; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economy; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information, and lack of reliable information, about issuers; (xi) lax regulation of the securities markets and inconsistent enforcement of existing regulations; (xii) less established tax laws and procedures; (xiii) additional taxes (for example, dividend and interest payments from, and capital gains in respect of, certain foreign securities may be subject to foreign taxes that may or may not be reclaimable); (xiv) longer settlement periods for securities transactions and less reliable clearance and custody arrangements; (xv) less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors; and (xvi) certain considerations regarding the maintenance of the Clients’ assets with non-U.S. brokers and securities depositories. Non-U.S. markets also may be less liquid, more volatile and subject to less stringent governmental supervision than in the United States. The Clients’ investments in non-U.S. countries could be adversely affected by other factors not present in the United States, including lack of uniform accounting, auditing and financial reporting standards and potential difficulties in enforcing contractual obligations and in hedging market risk. • Internet companies - Clients invest in Internet and Internet-related companies including companies focused on e-commerce and online advertising. The securities of such companies can be volatile, and the marketplaces in which these companies operate are extremely competitive, particularly as this sector may not present the capital intensive barriers to entry that may exist in a more traditional retail commerce company. Because the markets in which these companies operate are so competitive, there can be no assurance that a company which has 42  significant market share will be able to protect that market share as competitors develop technologies or interfaces that are substantially equivalent or superior to the technology of a company in which the Clients invest. • High growth industry related risks - Clients invest in the securities of high growth companies. These securities may be very volatile. In addition, these companies may face undeveloped or limited markets, have limited products, have no proven profit-making history, may operate at a loss or with substantial variations in operating results from period to period, have limited access to capital and/or be in the developmental stages of their businesses, have limited ability to protect their rights to certain patents, copyrights, trademarks and other trade secrets, or be otherwise adversely affected by the extremely competitive markets in which many of their competitors operate. • Non-controlling investments - Clients will hold non-controlling interests in portfolio companies and, therefore, may have a limited ability to protect their position in such portfolio companies in part due to a lack of operational involvement. • Competition; Availability of Financial Instruments - Certain markets in which the Client may invest are extremely competitive for attractive investment opportunities and, as a result, there may be reduced expected investment returns. There can be no assurance that Caledonia will be able to identify or successfully pursue attractive investment opportunities in such environments. Among other factors, competition for suitable investments from other pooled investment vehicles, the public equity markets and other investors may reduce the availability of investment opportunities. Investors that the Client competes with for such opportunities may have resources substantially greater than the Clients’ resources. To the extent Caledonia competitors are successful, the opportunities available to the Client may be reduced, and particularly during downward market cycles or when financing is difficult to obtain. The amount of capital committed to alternative investment strategies is substantial and is increasing. During periods when there are many hedge funds and others seeking to identify the same alternative investment opportunities, the profit potential may be materially reduced as a result of the “saturation” of the alternative investment field. There can be no assurance that Caledonia will be able to identify or successfully pursue attractive investment opportunities during such periods. • Reliance on portfolio company management - The day-to-day operations of a portfolio company are the responsibility of such company’s management team. Although Caledonia will monitor the performance of portfolio companies and generally will seek to invest in companies operated by capable management, there can be no assurance that an existing management team, or any successor team, will be able to successfully operate such portfolio company. • Reliance on Caledonia - Although Caledonia GP has the ultimate authority and responsibility for the management of the Clients, the decisions relating to the investment of the Client’s assets have been delegated to Caledonia. The Clients’ expertise in trading is therefore largely dependent on the continuation of an agreement with Caledonia and the services and skills of its officers and employees. The loss of Caledonia’s services (or that of one of its key personnel) could materially and negatively impact the value of the Clients as it may lead to the loss of the use of any proprietary investment methodology developed by Caledonia. Competition in the financial services industry for qualified employees is intense. The Clients’ continued ability to effectively manage its portfolio depends on Caledonia’s ability to attract new employees and to retain and motivate its existing employees. Investors will have no right or power to take part in the management of the Clients. • Foreign Taxation – The Client trades in markets located in many jurisdictions around the world with different tax regimes some which may subject the Client to withholding or other taxation, which may impact the Clients’ returns. Although not currently under review, it is possible that the taxing authorities of certain jurisdictions, including Australia, will not agree with the tax 43  positions taken by the Client and will successfully assert a tax liability (plus interest and possibly penalties) against the Client. • Accounting for Uncertainty in Income Taxes – The Financial Accounting Standards Board has released Accounting Standards Codification Topic 740 (“ASC 740”) (formerly known as “FIN 48”) to provide consistent guidance on the recognition of uncertain tax positions. ASC 740 prescribes, among other things, the minimum recognition threshold that a tax position is required to meet before being recognized in an entity’s financial statements. Prospective investors should be aware that, among other things, ASC 740 could have material adverse effect on the periodic calculations of the net asset value of the Clients, including reducing the net asset value of the Clients to reflect reserves for income taxes that may be payable in respect of prior periods by the Clients. This could adversely affect certain investors, depending upon the timing of their purchase and withdrawal of Clients interests. • Special purpose vehicles and nominees - To facilitate certain investments, Clients may make investments through special purpose vehicles (“SPVs”) and/or nominee structures. SPVs and nominees may be controlled by Caledonia, its affiliates or unaffiliated third parties. Holding investments through SPVs and/or nominees may create additional expenses, reduce liquidity and/or expose the Clients to additional liabilities, risks and regulations. Investors or prospective investors should carefully review the applicable Governing Documents for any Clients under consideration for investment for a detailed explanation of many of the risks associated with investment. The information contained in this Item 8 is a summary only and is qualified in its entirety by such Governing Documents. 44  Item 9. DISCIPLINARY INFORMATION Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s or investor’s evaluation of the adviser or the integrity of the adviser’s management. Neither Caledonia nor any of its officers, directors, employees or other management persons have been involved in any legal or disciplinary events in the past ten (10) years that would require disclosure in response to this Item. 45  Item 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Neither Caledonia nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither Caledonia nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor or an associated person of the foregoing entities. An affiliate of Caledonia, Caledonia GP, serves as the general partner of a U.S. based feeder fund to one of the Clients. Caledonia Co-Invest GP, also an affiliate of Caledonia, serves as the general partner of a Client and its feeder funds registered in the Cayman Islands. Caledonia US, Caledonia GP and Caledonia Co-Invest GP are related persons of Caledonia. 46  Item 11. CODE OF ETHICS, PARTICIPATION IN CLIENT TRANSACTIONS AND PERSONAL TRADING In this Item 11, “Caledonia” refers to Caledonia and its affiliates. Caledonia has adopted a Code of Ethics (the “Code”), designed to comply with Rule 204A-1 of the Advisers Act. The Code applies to Caledonia’s “Access Persons.” Access Persons include, generally, partners, officers, directors (or other person occupying a similar status or performing similar functions), employees and any other person who provides advice on behalf of Caledonia and is subject to Caledonia’s supervision and control. All of Caledonia’s employees are deemed to be Access Persons. Caledonia and its Access Persons owe a duty of loyalty, fairness and good faith towards Caledonia’s Clients, and have an obligation to adhere not only to the specific provisions of the Code but to the general principles that guide the Code. The Code sets forth a standard of business conduct that takes into account Caledonia’s status as a fiduciary and requires Access Persons to place the interests of Clients and investors above their own interests. The Code is designed to: (i) establish guidelines for professional conduct and personal trading procedures; (ii) prevent improper personal trading by Access Persons; (iii) prevent improper use of material, non-public information about securities recommendations made by Caledonia or securities holdings of the Clients; (iv) identify conflicts of interest; and (v) provide a means to resolve any actual or potential conflict in favor of the Clients and their investors. The Code requires Access Persons to comply with applicable securities laws and regulations. Further, Access Persons are required to promptly bring violations of the Code to the attention of Caledonia’s Chief Compliance Officer. All Access Persons are provided with a copy of the Code annually and upon amendment. Access Persons are required to acknowledge receipt of the Code upon distribution and annually are required to certify that they have read the Manual and agree to abide by its policies and procedures. The Code also sets forth certain requirements with respect to personal trading by Access Persons. Caledonia adopted a prohibition on certain personal securities transactions on 30 June 2018. After this date, within a Discretionary Personal Trading Account, Access Persons are generally limited to holding or selling (subject to Legal and Compliance’s approval) securities or cryptocurrencies held prior to the later of June 30, 2018 or the beginning of the Access Person’s affiliation with Caledonia. Legal and Compliance have discretion to overrule this prohibition if necessary and their approval will remain in effect only for the duration as prescribed in the approval. Participation in placements of securities will also be permissible where (1) the Access Person has a legacy position, (2) Caledonia is not actively trading the relevant security, (3) the placement is offered pro rata to existing shareholders, and (4) Legal and Compliance approved the participation. Access Persons are also permitted to invest in non- reportable securities as defined by the Advisers Act and exchange-traded funds. Access Persons must provide the Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an Access Person. In addition, Access Persons must provide annual holdings reports and quarterly transaction reports in accordance with Advisers Act Rule 204A-1. In addition to the Confidentiality Policy discussed in Item 8 of this Brochure, the Code includes further restrictions on and procedures to prevent the misuse of material non-public information. All Access Persons are reminded that any use of such information is strictly limited by the Confidentiality Policy and the Code. Caledonia maintains a “Restricted List” of companies about which a determination has been made that it is prudent to restrict trading activity. Securities included on the Restricted List may include securities held by or being considered for purchase or sale on behalf of a Client or securities of a company about which investment personnel may have acquired material nonpublic information or a position where 47  Caledonia may have a securities filing obligation. In general, transactions in the securities of a company appearing on the Restricted List (whether on behalf of Advisory Clients or in personal accounts of Access Persons) will not be allowed. Investors or prospective investors may obtain a copy of Caledonia’s Code of Ethics by contacting Caledonia at rsilverstein@caledoniafund.com or by calling 347 287 3760. The Code is designed to assure that the personal securities transactions, activities and interests of Access Persons will not interfere with making decisions in the best interest of Clients. Caledonia, its Access Persons or their related persons may also invest directly in some or all of the Clients. Caledonia and/or its Access Persons may buy or sell legacy positions for their personal accounts securities identical to or different from those recommended to Clients. In addition, any related person(s) may have an interest or position in certain securities which may also be recommended to a Client. Each such related person transaction is separately identified and made strictly in accordance with the Code and the terms of the applicable Governing Documents. Caledonia’s procedures require the objective allocation for limited opportunities to ensure fair allocation among accounts. In addition, Caledonia has adopted the aggregation policies and procedures discussed in Item 12 of this Brochure. No Access Person may purchase or sell any security prior to a transaction(s) being implemented for an advisory account, thereby preventing such Access Person from benefiting from, or appearing to benefit from, any transactions placed on behalf of advisory accounts. Caledonia and its Access Persons are prohibited from engaging in principal transactions except as permitted by the Advisers Act. A principal transaction occurs when Caledonia or its Access Persons buy securities for Caledonia or for themselves from a Client; or sell securities owned by Caledonia or the individual(s) to a Client. The Advisers Act makes it unlawful for any investment adviser, directly or indirectly, acting as principal for its own account, to knowingly sell any security to, or purchase any security from, a Client without disclosing to the Client in writing the capacity in which the adviser is acting and obtaining the Client’s consent to the transaction. This rule may apply to certain transactions involving accounts in which investment advisers have interests, such as private fund investments by Caledonia’s owners or Access Persons. The SEC has indicated that when an investment adviser and/or its controlling persons own more than 25% of a fund’s outstanding securities, it would be effectively treated as a principal transaction if such an account were to engage in a trade with another client account or fund. Caledonia has adopted specific policies and procedures for monitoring the level of proprietary ownership in each Client and for obtaining the requisite consent (including through consent granted in the Governing Documents to appoint an “Unaffiliated Consultation Committee”) before engaging in a transaction that would be considered a principal transaction under applicable SEC interpretations. Caledonia and its Access Persons are also prohibited from engaging in agency cross transactions. An agency cross transaction occurs where Caledonia acts as an investment adviser in relation to a transaction in which any person controlled by or under common control with Caledonia, acts as broker for both the advisory client and for another person on the other side of the transaction. The fact that Caledonia, its Access Persons or their related persons have a financial ownership interest in the Clients creates a potential conflict in that it could cause Caledonia to make different investment decisions than if they did not have such a financial ownership interest. Further, Caledonia charges management fees based on a percentage of assets under management. Such an asset-based fee is payable without regard to the overall success or income earned by the Clients and therefore may create an incentive on the part of Caledonia to raise or otherwise increase assets under management to a higher level than would be the case if Caledonia were receiving a lower or no management fee. The receipt of performance-based compensation by Caledonia or its affiliates may create an incentive for Caledonia to make investments that are riskier or more speculative than would be case in the absence of a 48  performance-based fee structure. Caledonia has adopted the Code which requires Access Persons to act with integrity and place the interests of Clients above their own, avoid actual and potential conflicts of interest and comply with relevant securities laws. 49  Item 12. BROKERAGE PRACTICES As investment manager to its Clients, Caledonia has discretionary authority to determine which securities and the amounts of securities that are bought or sold. When performing investment management services, Caledonia generally has complete discretion in deciding which brokers and dealers to use for Client transactions and in negotiating the commissions or other compensation payable to such brokers and dealers. In addition to using brokers as “agents” and paying commissions, Caledonia may buy or sell securities directly from or to dealers acting as principal at prices that include markups or markdowns, and may buy securities from underwriters or dealers in public offerings at prices that include compensation to underwriters and dealers. Selection Criteria It is the policy and practice of Caledonia to strive for the best value that is competitive in relation to the value of the transaction (“best execution”). In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the overall best qualitative execution, taking into consideration the full range of a broker-dealer’s services. In selecting a broker, dealer or other intermediary, Caledonia will consider such factors that in good faith and judgment it deems reasonable under the circumstances. Some of the factors Caledonia considers in selecting a broker or dealer include without limitation: (i) price (including commission rate), (ii) the broker-dealer’s facilities, reliability, responsiveness, and financial responsibility, (iii) the ability of the broker-dealer to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of orders and (iv) the research, brokerage and other services provided by such broker-dealer. Caledonia has established prime brokerage arrangements on behalf of Clients with one or more Prime Brokers. Under these arrangements, the Prime Broker, among other things, settles and clears trades, extends margin and securities loans, maintains custody of cash and securities held by Clients and provides detailed portfolio and related reports. Caledonia and its affiliates may, in their sole discretion, change the Prime Brokers, alter the terms of the arrangements with the Prime Brokers or make alternative arrangements to receive the services provided by the Prime Brokers. Caledonia uses additional brokers (in addition to the Prime Brokers) to execute transactions. Caledonia periodically evaluates the execution performance of broker-dealers to ensure that the services provided are consistent with best execution. Dark Pools and Other Private Trading Venues Caledonia, on behalf of its Clients, utilizes so-called “dark pools” and other private trading venues to execute trades of securities. In a dark pool, buyers and sellers do not reveal their identities and often reveal very little, if anything, about their order sizes, as opposed to a traditional exchange, like the NYSE Euronext, where orders are transparent. There are a number of different types of non-displayed liquidity providers, including electronic communications networks (“ECNs”), broker-sponsored dark pools, crossing networks and broker-led consortium dark pools. Dark pools and other anonymous venues may provide price improvement and the ability to protect trade orders from others in the market that would take advantage of information revealed during a trade. Dark pools and other private trading venues generally look to traditional exchanges to get their pricing information. However, if more and more trades are conducted through dark pools and other private trading venues, the prices used in dark pool trades might not be as reliable and up-to-date as they should be. Moreover, the use of dark pools means that firms cannot take advantage of changes in prices because the market cannot react immediately to 50  transactions occurring in dark pools. Furthermore, different entities in a dark pool cannot see each other and therefore do not have a sense of what each other’s strategies and motives are. In addition, the prices charged by dark pools and crossing networks can be complex and may be higher than those charged by traditional exchanges. The prices charged by dark pools and independently operated crossing networks also may cover execution only and not investment research and other services and may also be used to fund contributions to commission-sharing arrangements. Research and Other Soft Dollar Benefits Caledonia may select a broker-dealer in recognition of the value of various services or products, beyond transaction execution, that such broker-dealer provides where, considering all relevant factors, it believes the broker-dealer can provide best execution. The amount of compensation paid to such broker- dealer may be higher than what another, equally capable broker-dealer might charge. Selecting a broker- dealer in recognition of the provision of services or products other than transaction execution is known as paying for those services or products with “soft dollars.” Accordingly, the commission rates charged by brokers in the foregoing circumstances may be higher than those charged by other brokers who may not offer such services. Caledonia may therefore use a broker who provides soft dollar services and products even though a higher or lower commission may be charged by a broker who does not offer the same level of products and services. Caledonia aggregates all soft dollars received into a pooled account. Research services and other soft dollar benefits may be used in servicing all of Caledonia’s Clients and not all of such research will necessarily be used for the Client for which the particular transaction was effected. Although customary, these arrangements present potential conflicts of interest in allocating securities transactional business to broker-dealers in exchange for soft dollar benefits, including an incentive to select a broker-dealer based on Caledonia’s interest in receiving research or other products or services, rather than on the Clients’ interest in receiving the most favorable execution. Caledonia’s use of soft dollars is intended to comply with the requirements of Section 28(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), to the fullest extent possible under current law and SEC interpretive guidance. Section 28(e) provides a “safe harbor” for investment managers who use commissions or transaction fees paid by their advised accounts, with respect to transactions in securities effected on an agency basis and certain types of riskless principal transactions, to obtain investment research services or other products and services within the meaning of Section 28(e). Section 28(e) does not cover securities transactions effected on a principal basis or transactions in futures or other assets that are not considered to be securities under the Exchange Act. Transactions effected outside the United States (e.g., in the Australian or European markets) are often conducted on a principal basis and, therefore, would not be covered by the Section 28(e) safe harbor. Caledonia will use Client commissions with respect to transactions that would not be covered by Section 28(e) to obtain brokerage and research services provided that the brokerage and research services obtained are of a type that would qualify under Section 28(e). “Research” products and services Caledonia may receive may include economic surveys, data and analysis; financial publications; recommendations or other information about particular companies and industries (through research reports and otherwise); and other products or services (e.g., computer services, software and data bases) that provide lawful and appropriate assistance to the firm in the performance of its investment decision-making responsibilities. Consistent with Section 28(e), “brokerage” products and services (beyond traditional execution services) consist primarily of computer services and software that permit Caledonia to effect securities transactions and perform functions incidental to transaction execution. Research and other soft dollar benefits may be used in servicing all 51  of Caledonia’s Clients and may be used in connection with Clients other than those which generated the brokerage, as permitted by Section 28(e). During Caledonia’s last fiscal year, as a result of client brokerage commissions (or markups or markdowns), Caledonia and/or its related persons acquired data services (including services providing real time exchange data, market data, company financial data and economic data), software used to transmit orders, proprietary and third party research reports (including market research), certain financial newsletters and trade journals, attendance at certain seminars and conferences, discussions with research analysts, meetings with corporate executives, and services related to execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between Caledonia and a broker-dealer and other relevant parties such as custodians). Section 28(e) does not cover securities transactions effected on a principal basis or transactions in futures or other assets that are not considered to be securities under the Exchange Act. Transactions effected outside the United States (e.g., in the Australian or European markets) are often conducted on a principal basis and, therefore, would not be covered by the Section 28(e) safe harbor. Caledonia will use Client commissions with respect to transactions that would not be covered by Section 28(e) to obtain brokerage and research services provided that the brokerage and research services obtained are of a type that would qualify under Section 28(e). In the event any products or services obtained by Caledonia with Client commissions have “mixed uses,” (i.e., for research and non-research purposes), Caledonia will make a good faith effort to determine the relative proportion of the product or service it used to assist it in carrying out its investment decision- making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). Such determination will be made in accordance with the SEC’s interpretive guidance. The proportion of the product or service attributable to assisting Caledonia in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by client transactions (“soft dollars”) and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by Caledonia from its own resources (“hard dollars”). Although Caledonia will make a good faith and reasonable allocation of the eligible costs of the product or service for brokerage or research, the allocation determination itself poses a potential conflict of interest as Caledonia may have an incentive to overestimate the soft dollar portion allocated to the “mixed use” product or service in order to avoid paying for such brokerage or research with hard dollars. Brokerage for Client Referrals Representatives of Caledonia, from time to time, may speak at conferences and programs for investors interested in investing in hedge funds which are sponsored by prime brokers or other broker-dealers. These conferences and programs may be a means by which Caledonia can be introduced to prospective investors in the Clients. Generally, the sponsoring brokers are not compensated by Caledonia, the Client(s) or prospective investors for providing such “capital introduction” opportunities. However, the provision of these opportunities, as well as other introductions to prospective investors, by a broker may influence Caledonia in deciding whether to use the services of such broker in connection with the activities of the Client(s). Accordingly, Caledonia will have a conflict of interest when allocating brokerage business to a broker who has referred investors to the Clients or who has provided Caledonia with the opportunity to participate in capital introduction events. To prevent brokerage commissions from being used to compensate brokers for investor referrals, Caledonia will not allocate Client brokerage business to a referring broker unless Caledonia determines in good faith that the commissions payable to such broker is consistent with seeking best execution. 52  Caledonia does not apportion soft dollars to the fund or account that generated such soft dollars and uses soft dollars without regard as to whether or not the fund or account that generated the soft dollars benefits from their usage. Directed Brokerage As noted above, Caledonia has complete discretion in deciding which brokers and dealers the Clients will use and in negotiating the rates of compensation the Clients will pay. Accordingly, Caledonia generally does not permit Clients to direct brokerage. As noted above, prime brokerage relationships have been established on behalf of the Clients, pursuant to which such Prime Brokers will, among other things, clear and settle trades on behalf of the Clients, maintain custody of cash and securities held by the Clients and provide securities lending and portfolio reporting services. Caledonia is not required to allocate either a stated dollar or stated percentage of transactions to any broker-dealer for any minimum time period, and reviews such relationships periodically. Trade Aggregation When appropriate, Caledonia may, but is not required to, aggregate purchase and sale orders of securities held by the Clients with similar orders being made simultaneously for other accounts to achieve more efficient execution or to provide for equitable treatment among accounts. This blocking of trades permits the trading of aggregate blocks of securities composed of assets from multiple client accounts and may enable Caledonia to obtain for clients a more favorable price or a better commission rate based upon the volume of a particular transaction. Block trading also allows Caledonia to obtain an average share price for Clients participating in the block. Accounts participating in aggregated trades will generally be allocated securities based on the average price achieved for such trades, although Caledonia may make investment allocations among the accounts in any manner which it considers to be fair under the circumstances. Trade Error Policy While Caledonia endeavors at all times to enter trades correctly, errors may sometimes occur. It is Caledonia’s policy and practice to seek to identify and correct trade errors promptly without disadvantaging the Client in any way. Should Caledonia discover a trade error attributable to the gross negligence or willful misconduct of Caledonia or its staff, it is Caledonia’s policy to correct the error so as to place the Client in as good a position as it would have been in had the error not occurred. Trade errors that are determined by Caledonia to not be attributable to the gross negligence or willful misconduct of Caledonia or its staff shall be borne by the Client(s). Should correction of a trade error result in any profit, all such profits are retained by the applicable Client(s). Caledonia is not responsible for the errors of other persons, including third party brokers and custodians, unless otherwise expressly agreed. Cross Trade Policy Caledonia may determine that it would be in the best interests of one client and one or more other clients to transfer a security from one account to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the accounts or to reduce transaction costs that may arise in an open market transaction. If Caledonia decides to engage in a Cross Trade, Caledonia will determine that the trade is in the best interests of both of the clients involved in the Cross Trade and take steps to ensure that the transaction is consistent with Caledonia’s duty to obtain best execution for each of those clients. 53  Caledonia will generally execute Cross Trades with the assistance of a broker-dealer who generally executes and books the transaction at the price of the close of the market on the day of the transaction. A Cross Trade between two fund clients may also occur as an “internal cross”, where Caledonia instructs the custodian for the funds to book the transaction at the price determined in accordance with Caledonia’s valuation policy. If a Cross Trade is effected as an internal cross, Caledonia will not receive any fee or commission in connection with the completion of the transaction. 54  Item 13. REVIEW OF ACCOUNTS Caledonia monitors the underlying investments of Clients on a regular basis. Client positions will be reviewed in the overall context of the Client’s investment objectives and guidelines as well as geopolitical and macroeconomic events. All reviews are conducted by the Co-Chief Investment Officers, General Counsel, Chief Compliance Officer or Chief Financial Officer. Client investors receive unaudited monthly performance reports in accordance with applicable Governing Documents. Each Client’s investors will also receive, as soon as practicable after the end of each taxable year (or as otherwise required by law), annual reports containing financial statements audited by Client’s independent auditors as well as such tax information as is necessary for each investor to complete federal and state income tax or information returns, along with any other tax information required by law. Each SMA client will generally receive unaudited monthly performance reports and annual reports from Caledonia detailing the SMA account’s exposures and positions as well as other reasonable information on an as requested basis in accordance with the Governing Document or as otherwise separately agreed. 55  Item 14. CLIENT REFERRALS AND OTHER COMPENSATION Other than as already disclosed at Item 5 of this Brochure, neither Caledonia or its Access Persons receive compensation from third parties in connection with providing investment advice to its Clients. Caledonia has not entered into arrangements to compensate any third-party solicitor, placement agents and/or others, for referring prospective clients or investors to Caledonia. Caledonia reserves the right to enter into arrangements in the future to compensate certain third-party placement agents and/or others for referring prospective clients to Caledonia. Although common, such referral arrangements do create a potential conflict of interest because, in theory, the referrer may be motivated, at least partially, by financial gain and not because the Clients are the most suitable to the needs of the prospective investor. To address this potential conflict of interest, all referred investors and SMA clients will be carefully screened to ensure that the particular Client is suitable to the prospective investor’s investment needs, objectives and risk tolerance before any subscription is accepted. In the event Caledonia enters into such arrangements in the future, all such arrangements will be conducted in a manner that is consistent with relevant SEC guidance and all fees paid to solicitors, if any, will be fully disclosed to investors consistent with applicable law. 56  Item 15. CUSTODY As previously disclosed at Item 5 of this Brochure, Caledonia directly debits advisory fees from Client accounts. As part of this billing process, the Client’s administrator is advised of the amount of the fee to be deducted from that Client’s account. Any U.S.-based Client to engage Caledonia will receive a statement at least quarterly (typically monthly) from their account administrator. This statement should reflect all withdrawals and other transactions that have taken place in the account, including fee deductions. It is important for Clients to carefully review their statements to verify the accuracy of the calculation, among other things. Clients should contact Caledonia directly if they believe that there may be an error in the calculation of their fees as reflected on their statement. In addition to account statements received directly from the account administrator, as agreed, certain SMA clients will also receive unaudited monthly performance reports from Caledonia. Caledonia urges its Clients to carefully compare the information provided on these performance reports with the statements received from the account administrator to ensure that all account transactions, holdings and values are correct. Finally, because of Caledonia’s authority with respect to the assets of the Clients, Caledonia is deemed to have custody of client assets under the provisions of SEC Rule 206(4)-2 (the “Custody Rule”). With respect to Clients that are domiciled in the United States and/or are offered to U.S. investors, Caledonia’s related persons are deemed to have custody of the Clients’ assets because these related persons serve as general partner (or in similar capacity) to the Clients. To ensure compliance with Rule 206(4)-2 under the Advisers Act, Caledonia will ensure that the Clients are subject to annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board in accordance with its rules. In addition, such Clients’ audited financial statements will prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and will be distributed to all investors within 120 days of the end of each Client’s fiscal year. The Clients are also subject to audit upon liquidation and the audited financial statements will be distributed to all investors promptly after the completion of such audit. Pursuant to SEC interpretations, as set forth in the “SEC Staff Response to Questions About the Custody Rule,” Question VI.5 and SEC Staff Letter to the ABA, Subcommittee on Private Investment Entities, issued August 10, 2006, offshore advisers registered with the SEC are not subject to the Custody Rule with respect to offshore funds. Certain of the Clients that are domiciled outside of the United States and are not offered to U.S. investors may be able to rely on such exemptions. Nevertheless, as would be required under the Custody Rule, each of the relevant Clients is subject to an annual audit by an independent public accountant and Caledonia seeks to send the audited financials in accordance with the Governing Documents to each Client investor within 120 days of each Client’s fiscal year end, in accordance with the provisions of the Custody Rule, as described above. Clients organized outside of the United States, or having a general partner or other manager with a principal place of business outside the United States, may have their financial statements prepared in accordance with accounting standards other than U.S. GAAP so long as they contain information substantially similar to statements prepared in accordance with U.S. GAAP. Any material differences with U.S. GAAP must be reconciled in the financial statements delivered to U.S. persons. 57  Item 16. INVESTMENT DISCRETION As investment adviser to the Clients, Caledonia is granted the discretionary authority in the relevant Governing Documents to determine which securities and the amounts of securities that are bought or sold for the Clients. SMA clients may limit this authority by giving Caledonia written instructions in accordance with the Governing Documents and may change/amend such limitations in certain circumstances by once again providing Caledonia with written instructions. 58  Item 17. VOTING CLIENT SECURITIES As applicable, Caledonia is generally granted the authority and responsibility in relevant Governing Documents to vote proxies solicited by the issuers of securities held in Client accounts. Caledonia has adopted written policies and procedures governing the voting of such proxies. According to such policies, Caledonia will vote proxies in a manner that it determines in good faith to be in the best interest of its Clients, typically with the goal of maximizing value for Clients. To that end, Caledonia endeavors to vote proxies in the manner that it determines in good faith to be most likely to cause Clients’ investments to increase the most, or decline the least, in value. Consideration is given to both the short- term and long-term implications of the proposal being voted on. If a material conflict of interest between Caledonia and a client exists, Caledonia will determine whether voting in accordance with the guidelines set forth in its proxy voting policies and procedures is in the best interests of the client or take some other appropriate action. In the event of any actual or potential conflicts of interests in the voting of any Client proxies, Caledonia will make appropriate disclosures to clients and either abstain from voting or request that the Client vote the proxy(s). Clients may obtain a copy of Caledonia’s proxy voting policies and procedures and information about how Caledonia voted a Client’s proxies by contacting Caledonia at rsilverstein@caledoniafund.com or by phone at 1-347-287-3760. It is Caledonia’s policy to not participate in class action lawsuits on behalf of Clients. Caledonia would develop procedures should Caledonia’s policy regarding participation in class action lawsuits change. 59  Item 18. FINANCIAL INFORMATION This Item is not applicable. 60