Caxton Associates USA LLC

ITEM 5: FEES AND COMPENSATION

A.      Management fees (alternatively called “advisory fees” in the context of certain clients)
charged by Caxton Europe may vary with each client. Caxton Associates receives a portion of
the fees under its sub-advisory agreement with Caxton Europe in accordance with the services it
provides to Caxton Europe. Additionally, a performance-based fee (alternatively called
“performance-based compensation”) and “fund expenses” are charged by all Caxton Master
Fund Clients and an expense-based pass-through amount (“pass-through expenses”) may be
charged by certain Caxton Master Fund Clients. For details on the fees charged by each Caxton
Master Fund Client please refer to the applicable feeder fund’s Explanatory Memorandum or
Private Placement Memorandum (“Memorandum”).

      With respect to the Caxton Master Fund Clients and their feeder funds, the annual
management fees are up to 2.4% of assets under management.

       The determination and calculation of management fees are laid out in more detail in the
relevant Memorandum of each client that is a private fund. Advisory compensation is payable
monthly in arrears according to the terms of the relevant agreement with each client.

Caxton Europe or an affiliate may receive performance-based compensation in addition to
management fees. With respect to the Caxton Master Fund Clients and their feeder funds, Caxton
Europe or an affiliate may receive annual performance-based fees ranging from twelve percent
(12%) to an amount up to thirty percent (30%) of net profits, as defined and calculated in each
client’s Memorandum or investment management agreement, if applicable. Caxton will only
receive the performance-based compensation where the receipt of such compensation will be in
compliance with Rule 205-3 under the Investment Advisers Act of 1940, if applicable. In
addition, Caxton may charge pass through expenses to certain clients which consist of all
expenses, including employee and other personnel gross base salaries, benefits, retention
payments and bonus or equivalent compensation incurred in connection with the management of
the master-feeder structure.

       Management fees are prorated for partial periods, while performance-based compensation
and pass through expenses if applicable are accrued monthly and charged to investors at year-end
or upon redemption at the full rate.

        Caxton’s clients do not have the ability to negotiate or select the fee methodology. The
general partner, manager or board of directors, as applicable, reserves the right to enter into
different terms, including the full or partial waiver or modification of the base annual
management fee and any performance-based compensation and the modification of withdrawal
terms on an investor-by-investor basis. However, to date, no fees or allocations have been
modified for an investor.

B.     Advisory compensation generally is deducted by Caxton Europe from clients’ assets and
payable monthly in arrears according to the terms of the Memorandum or relevant agreement
with each client. Caxton Europe or an affiliate may receive annual performance-based

compensation which is accrued monthly and deducted or paid from clients’ assets, as defined and
calculated in each client’s Memorandum or investment management agreement.

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

        Clients will also incur brokerage, transaction and other similar and related fees and costs.
Please see Item 12 for more information.

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

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

ITEM 7: TYPES OF CLIENTS

        Caxton Europe currently serves directly or indirectly as general partner, manager or
advisor to several domestic and foreign private investment funds, and as a trading advisor to
several foreign private investment funds.

       Caxton’s clients are currently comprised of Caxton clients and certain other investment
vehicles. As described in Item 4 B, the private funds generally engage in trading activities
through a master-feeder structure.

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