Introduction Cheyne Capital Management was founded in 2000 as a limited company and in 2007, the business was restructured into Cheyne Capital Management (UK) LLP (“CCM(UK)LLP” or the “Firm”), a limited liability partnership registered in England and Wales and regulated in the conduct of its investment business in the United Kingdom by the Financial Conduct Authority (“the FCA”). Principal Owners The following is an organisational chart depicting the principal owners of 25% or more of CCM(UK)LLP as described in Schedule A of Part 1A of its Form ADV: The potential beneficiaries of the Galilee Trust are all members of the family of Jonathan Lourie, who is the Chief Executive Officer of CCM(UK)LLP. Regulation and the EU Alternative Investment Fund Managers Directive On the 22 July 2014, CCM(UK)LLP became authorised by the FCA as a full-scope Alternative Investment Fund Manager (“AIFM”), under the EU Directive 2011/61/EU of the European Parliament and the Council of the European Union on Alternative Investment Fund Managers (“the AIFMD”). The AIFMD introduced several regulatory requirements for EU AIFMs and the alternative investment funds they manage, most notably the areas of custody and valuation of fund assets and remuneration of personnel and marketing funds in Europe. Overall, the new AIFMD regulations have not had a material impact on CCM(UK)LLP’s business model. A number of enhancements were made to the firm’s existing processes, policies and procedures in order to fully comply with the AIFMD. See AIFMD Valuation and Pricing Responsibilities on page 6. CCM(UK)LLP’s AIFM Activities As an AIFM, CCM(UK)LLP continues to provide discretionary investment management services to a number of private investment funds (the “Cheyne Funds” or “Funds”) as well as other investment vehicles and managed accounts, primarily for institutional clients. This Brochure provides information about CCM(UK)LLP’s activities on behalf of the Cheyne Funds only. The Cheyne Funds are established in jurisdictions outside of the United States (Cayman Islands, Luxembourg, and Ireland) and consist of single strategy as well as multi-strategy funds. Certain Cheyne Funds are formed as “funds of funds” which invest in other Cheyne investment vehicles. The Cheyne Funds typically issue separate classes, sub-classes, or series of interests, (including without limitation each having different fee schedules, currency denominations or other characteristics). The investments of each Cheyne Fund are managed in accordance with the relevant Fund’s investment objectives and guidelines as set forth in the Fund’s Information Memorandum and any applicable supplement thereto (“IM”), governing documents and application forms (together with the IM, the Fund’s “Offering Documents”) and are not tailored to any particular investor in the Fund (an “Investor”). CCM(UK)LLP does not provide individual investment advice to Investors; therefore, Investors should consider whether a particular Cheyne Fund meets their investment requirements, including, without limitation, their investment objectives, risk tolerance and financial situation. The Cheyne Funds invest in a range of asset classes and market sectors, which are discussed in more detail in Item 8 of this Brochure and in each Fund’s IM. CCM(UK)LLP’s investment management services include determining appropriate asset allocation across the Cheyne Funds’ investment strategies, placing trades with third-party brokers for execution, and monitoring existing and prospective investments in light of each Cheyne Fund’s investment objectives and risk parameters. AIFMD Valuation and Pricing Responsibilities AIFMD requires CCM(UK)LLP (as the AIFM of the Cheyne Funds) to be responsible for the proper and independent valuation of the assets of each Fund. CCM(UK)LLP’s independent Risk Management function has responsibility for all asset valuations within the Firm. The team monitors price sources to ensure all instruments are priced at the point of trade and throughout the life of each trade. The Risk Management team reviews pricing providers and price sources to ensure that the valuation policies and procedures and the designated valuation methodologies are applied consistently. Investments are valued in accordance with the requirements

set out in the Fund’s IM. e.g., traded securities are valued at close of business mid-price. The fund administrators for the Cheyne Funds do not act as independent valuers of the Funds for the purposes of AIFMD. However, CCM(UK)LLP delegates certain aspects of asset pricing and net asset value (“NAV”) calculation and publication to the fund administrators. CCM(UK)LLP’s Fund Accounting department have overall responsibility for the reconciliation of the daily, weekly, monthly, and quarterly NAV calculations provided by the fund administrators. The Fund Accounting team liaise with the Fund Administrators to ensure the calculation procedures and methodologies are applied correctly for each NAV. In addition, CCM(UK)LLP also operates an independent Pricing Committee (“the Committee”). The Committee is made up of representatives from CCM(UK)LLP’s Risk Management, Finance, Compliance department, and directors of the Cheyne Funds. The fund administrators are invited to attend the meetings so they can opine on any pricing issues. The Committee meets at least once a month to oversee the consistent application of the valuation processes and procedures detailed in CCM(UK)LLP’s Valuation Policy, as well as to discuss and sign off on any issues with regards to the pricing of positions within the Cheyne Funds. At the quarterly committee meetings, the directors review and sign off on all positions priced by CCM(UK)LLP. Regulation and the EU Markets in Financial Instruments Directive (MiFID) MiFID became law in the United Kingdom in November 2007. It set the conditions for initial authorisation and the on-going regulatory requirements that investment firms must meet. It was designed to encourage competition between Europe’s trading venues for financial instruments. It also aimed to ensure appropriate levels of protection for investors and consumers of investment services across the EU. For example, it introduced conduct rules such as suitability requirements for investment advice and best execution requirements for firms carrying out client orders. It expanded the range of investment services that investment firms could provide across the EU on the basis of their authorisation in the country where they are established and allowed EU firms to passport their activities through Europe. MiFID II More recently, the European Commission reviewed the MiFID framework and concluded that change was needed. This was to address issues identified because of the 2008 financial crisis, market developments such as the growth of algorithmic trading and lessons learned from experience of how MiFID had operated so far. The European Commission made a proposal in 2011 for revisions to MiFID which, after negotiations, were agreed in 2014. The European Commission set out four objectives for the revised legislation:
• strengthen investor protection,
• reduce the risks of a disorderly market,
• reduce systemic risks, and
• increase the efficiency of financial markets and reduce unnecessary costs for participants. The new MiFID Rules went live across Europe on 3 January 2018 and incorporate the following updated legislation:
• The Directive (MiFID - 2014/65/EU); this revises and expands the existing directive.
• The Regulation, the Markets in Financial Instruments Regulation (MiFIR -2014/600/EU); this is a binding legislative act, which directly applies across the EU. It seeks to harmonise across the key provisions linked to the trading of financial instruments. Implemented together, the legislation is known as MiFID II. CCM(UK)LLP’s MiFID II Activities In addition to the AIFM activities discussed above, CCM(UK)LLP provides discretionary investment management services to certain EU domiciled funds (UCITS) and third-party managed accounts. In order to do so, the Firm must be authorised under MiFID. These ‘top- up’ MiFID permissions allow for the management of these other EU fund products, and for these non-AIFM activities the Firm must follow those areas of the FCA Rules that apply to both AIFM and MiFID investment firms. Wrap Fee Programs CCM(UK)LLP does not participate in wrap fee programs. Assets under Management As of 31 May 2023, CCM(UK)LLP had approximately $36,167,000,000 in assets under management as per the Firm’s regulatory capital calculation, all of which were managed on a discretionary basis.