EFTA01206737.pdf

FORM ADV PART 2A: Firm Brochure Boothbay Fund Management, LLC 810 r Avenue Suite 615 New York, NY 10019 March 2015 This Brochure provides information about the qualifications and business practices of Boothbay Fund Management, LLC. If you have any questions about the contents of this Brochure, please contact the Chief Compliance Officer ("CCO"), Daniel Bloom at or The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission ("SEC") or by any state securities authority. Boothbay Fund Management, LLC's registration as an investment adviser does not imply that any of its principals or employees possess a particular level of skill or training in the investment advisory business or any other business. EFTA01206737 Boothbay Fund Management. LLC Form ADV Part 2A Item 2 - Material Changes There have been no material changes since the firm's previous filing in June 2014. 2 EFTA01206738 Boothbay Fund Management. LLC Form ADV Part 2A Table of Contents Item 2 - Material Changes 2 Item 3 - Table of Contents 3 Item 4 - Advisory Business 4 Item 5 - Fees and Compensation 4 Item 6 — Performance-Based Fees and Side-by-Side Management 5 Item 7 - Types of Clients 5 Item 8 - Methods of Analysis Investment Strategies and Risk of Loss 5 Item 9 - Disciplinary Information 10 Item 10 - Other Financial Industry Activities and Affiliations 10 Item I I - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 11 Item 12 - Brokerage Practices 11 Item 13 — Review of Accounts 12 Item 14 - Client Referrals and Other Compensation 12 Item IS — Custody 12 Item 16 — Investment Discretion 13 Item 17 - Voting Client Securities 13 Item 18 - Financial Information 13 3 EFTA01206739 Boothbay Fund Management. LLC Form ADV Part 2A Item 4 - Advisory Business Boothbay Fund Management, LLC ("Boothbay," the "Firm," "we," or "our"), a Delaware limited liability company, commenced operations in 2012. Boothbay offers investment advisory services to the Boothbay Absolute Return Strategies, LP and its wholly owned subsidiaries Boothbay Multi-Strategy Fund, LLC that acts as a "traditional" platform and Ignition Opportunity Fund, LLC, that acts as a "first- loss" platform (collectively, the Boothbay Absolute Return Strategies, LP, Boothbay Multi-Strategy Fund, LLC, and Ignition Opportunity Fund, LLC are herein after referred to as the "Boothbay Funds", the "Funds" or the "Clients"). The Boothbay Funds were formed to pool the investment funds of various investors (each a "Fund Investor" or "Investor"). The assets of the Boothbay Multi-Strategy Fund, LLC and the Ignition Opportunity Fund, LLC (collectively the "Boothbay Underlying Funds"), will be managed by a number of third-party managers ("Portfolio Managers") selected by Boothbay who manage an asset allocation from within the Boothbay Underlying Funds. In regards to the Boothbay Underlying Funds, each Portfolio Manager actively manages the assets allocated to it by the Firm in accordance with separate sub-advisory agreements and Boothbay provides top-level oversight of the Portfolio Managers. In particular, each sub-advisory agreement contains provisions and trading restrictions specific to the relevant Portfolio Manager, subject at all times to our supervision. Boothbay's oversight is focused on ensuring that the applicable investment guidelines and parameters are observed. Information about the Boothbay Funds can be found in each respective set of offering documents, including their confidential offering memorandum (the "COM"). The General Partner of the Funds is Boothbay Hybrid GP, LLC, a Delaware limited liability company. Ari Glass is the sole owner of Boothbay as well as the managing member of both Boothbay and the General Partner. As of December 31, 2014 Boothbay had total assets under management in the Funds of US$341,954,509. Item 5 - Fees and Compensation In advising the Boothbay Funds, Boothbay receives compensation at the Boothbay Absolute Return Strategies, LP level consisting of (I) an annual fixed fee (the "Management Fee"); and (2) an annual performance-based allocation (the "Incentive Allocation") which is calculated based upon a percentage of the net capital appreciation of the Funds at the end of each fiscal year. Boothbay's current fee schedule is generally as follows: Class IF Interests Class 2F Interests Class IA Interests Class 2A Interests Management Fee 0.25% per quarter 0.25% per quarter 0.3 125% per quarter 0.3123% per quarter (approx. 1.0% annually) (approx. 1.0% annually) (approx. 1.25% annually) (approx. 1.25% annually) Incentive 12.50% IS% 17.50% 20% Allocation Percentage 4 EFTA01206740 Boothbay Fund Management. LLC Form ADV Part 2A The Management Fee is calculated and paid quarterly in advance. The Management Fee is deducted from the Boothbay Absolute Return Strategies, LP. We, in our sole discretion, may waive or reduce the Management Fee to be paid by any Investor. Item 6 - Performance-Based Fees and Side-by-Side Management At the end of each fiscal year we are entitled to receive an annual Incentive Allocation equal to a 12.5%, 15.0%, 17.5%, or 20% (as detailed above) of the net profits attributable to each Investor's capital account, if any, subject to a loss carryforward provision. Please refer to the Boothbay Absolute Return Strategies, LP COM for further details and methods of calculation. We may waive or reduce the Incentive Allocation to be paid by any Investor. Item 7 - Types of Clients We deem the Boothbay Funds to be our clients. The Investors in the Boothbay Absolute Return Strategies, LP Fund are individuals, investment companies, pooled investment vehicles, pension and profit sharing plans, trusts, estates, corporations and other entities. Boothbay Absolute Return Strategy, LP is the only investor in the Boothbay Underlying Funds. Item 8 - Methods of Analysis Investment Strategies and Risk of Loss We employ an opportunistic investment strategy in allocating the Boothbay Underlying Funds' capital to Portfolio Managers with an emphasis on consistency of returns rather than consistency of strategies. The amount of capital of the Boothbay Underlying Funds, segregated for each Portfolio Manager generally will vary and new trading and investment strategies which are different from (or are not included in) those described may receive allocations of the Fund's capital We are responsible for conducting research and due diligence on the Portfolio Managers and making investment recommendations to the Funds. We meet with prospective Portfolio Managers to ascertain whether or not they would be appropriate for sub-advising the Boothbay Underlying Funds. Initial meetings focus on the prospective Portfolio Manager's history and track record, including their relevant employment experience. Later-stage discussions include a more focused review of the prospective Portfolio Manager's investment strategy and portfolio holdings. If Boothbay and the prospective Portfolio Manager decide to pursue a relationship, we will conduct additional due diligence on the Portfolio Manager. There are no substantive limits on the investment strategies that may be pursued by the Firm. The Firm is constantly monitoring the Portfolio Managers. Risk monitoring involves numerous aspects, but three elements are assessed daily by Boothbay. We actively monitor systemic risk; while not necessarily a major risk to a trader as an individual, systemic risk could be an issue for the portfolio as a whole. The Firm also examines the performance of individual traders for idiosyncratic risk or large position losses. Boothbay also monitors each trader for any breaches of portfolio guidelines. The investment strategy that we employ on behalf of the Funds involves significant risks. Investors must be prepared to bear the loss of their entire investment. The following summary of certain risks does not purport to be complete, but includes some of the potential risks generally associated with Boothbay's investment strategy. 5 EFTA01206741 Boothbay Fund Management. LLC Form ADV Part 2A Risks Involved in Private Investment Funds Private investment funds generally involve various risk factors and liquidity constraints, a complete discussion of which is set forth in each Fund's offering documents, which will be provided to each prospective investor for review and consideration prior to investing. We strongly advise prospective investors to engage legal and tax counsel to review Fund offering documents prior to investing in any private investment fund. Investing in private investment funds is intended for experienced and sophisticated investors only who are willing to bear the high economic risks of the investment. Carefully review and consider potential risks before investing. Some of these risks include loss of all or a substantial portion of the investment due to leveraging or other speculative practices. Additionally, Investors may experience volatility of returns, a potential lack of diversification, higher fees than mutual funds, and lack of information regarding valuations and pricing. Each prospective investor will be required to complete a Subscription Agreement for the Boothbay Absolute Return Strategies, LP itself, pursuant to which the prospective investor shall establish that he/she is qualified for investment in the Fund, and acknowledges and accepts the various risk factors that are associated with such an investment. Dependence on Boothbay Boothbay has full, exclusive, and complete authority and discretion in the management and control of the business of the Boothbay Funds. Investors will have no right or power to take part in the investment management of the Boothbay Funds. No guarantee or assurance can be given that the Funds will achieve their investment objective of superior, risk-adjusted returns. In addition, because Boothbay engages the Portfolio Managers to make investment decisions for the Boothbay Underlying Funds independently, it is theoretically possible that one or more of such Portfolio Managers may, at any time, take investment positions that are opposite of positions taken by other Portfolio Managers. It is also possible that the Portfolio Managers may on occasion be competing with each other for similar positions at the same time. A Portfolio Manager may take positions for its other clients that are opposite to positions taken for the Boothbay Underlying Funds. Market Risks and Lack of Liquidity The success of our investment program and the Boothbay Funds depend to a great extent upon the ability of the Portfolio Managers to correctly assess the future course of price movements of stocks, bonds and other financial instruments and markets. There can be no assurance that these managers will accurately predict such movements. In addition, it may be the case that certain of the securities in which these managers may invest will have limited liquidity. This lack of liquidity, together with a failure to accurately predict market movements, may adversely affect the ability of these managers to execute trade orders at desired prices in rapidly moving markets. 6 EFTA01206742 Boothbay Fund Management. LLC Form ADV Part 2A General Economic Conditions The success of any investment activity is influenced by general economic conditions, which may affect the level and volatility of interest rates and the extent and timing of investor participation in the markets for both equity and interest-rate-sensitive securities. Equity Securities The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. Short Selling Risk Boothbay's investment program includes short selling employed by the underlying Portfolio Managers selected by Boothbay. Short selling transactions expose the underlying Portfolio Managers to the risk of loss in an amount greater than the initial investment, and such losses can increase rapidly and without effective limit. There is the risk that the securities borrowed by the underlying Portfolio Managers in connection with a short sale would need to be returned to the securities lender on short notice. If such request for return of securities occurs at a time when other short sellers of the subject security are receiving similar requests, a "short squeeze" can occur, wherein the underlying Portfolio Managers might be compelled, at the most disadvantageous time, to replace the borrowed securities previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier. Leverage The Portfolio Managers may employ leverage and performance of the Boothbay Underlying Funds and therefore, the Boothbay Funds may be more volatile as a result thereof. Risks ofDerivatives We, or the Portfolio Managers, may trade derivatives. The risks posed by derivatives include (I) credit risks (the exposure to the possibility of loss resulting from a counterparty's failure to meet its financial obligations); (2) market risks (adverse movements in the price of a financial asset or commodity); (3) legal risks (an action by a court or by a regulatory or legislative body that could invalidate a financial contract); (4) operations risks (inadequate controls, deficient procedures, human error, system failure or fraud); (5) documentation risks (exposure to losses resulting from inadequate documentation); (6) liquidity risks (exposure to losses created by the inability to prematurely terminate a derivative); (7) 7 EFTA01206743 Boothbay Fund Management. LLC Form ADV Pan 2A system risks (the risk that financial difficulties in one institution or a major market disruption will cause uncontrollable financial harm to the financial system); (8) concentration risks (exposure to losses from concentration of closely-related risks such as exposure to a particular industry or exposure linked to a particular entity); and (9) settlement risks (the risk that a client faces when it has performed its obligations under a contract but has not yet received value from its counterparty). Options We, or the Portfolio Managers, may engage from time to time in various types of options transactions. An option gives the purchaser the right, but not the obligation, upon exercise of the option, either (i) to buy or sell a specific amount of the underlying security at a specific price (the "strike" price or "exercise" price), or (ii) in the case of a stock index option, to receive a specified cash settlement. To purchase an option, the purchaser must pay a "premium," which consists of a single, nonrefundable payment. Unless the price of the securities underlying the option changes and it becomes profitable to exercise or offset the option before it expires, Clients may lose the entire amount of the premium. The purchaser of an option runs the risk of losing the entire investment. Thus, Clients may incur significant losses in a relatively short period of time. The ability to trade in or exercise options also may be restricted in the event that trading in the underlying securities interest becomes restricted. Options trading may also be illiquid in the event a Client's assets are invested in contracts with extended expirations. The Portfolio Manager may purchase and write put and call options on specific securities, on stock indices or on other financial instruments and, to close out its positions in options, may make a closing purchase transaction or closing sale transaction. In theory, the exposure to loss is potentially unlimited in the case of an uncovered call writer (i.e., a call writer who does not have and maintain during the term of the call an equivalent long position in the stock or other security underlying the call), but in practice the loss is limited by the term of existence of the call. The risk for a writer of an uncovered put option (i.e., a put option written by a writer that does not have and maintain an offsetting short position in the underlying stock or other security) is that the price of the underlying security may fall below the exercise price. Hedging Transactions We, or the Portfolio Managers, may utilize a variety of financial instruments such as derivatives, options, swaps and forward contracts in managing the Boothbay Funds, both for investment purposes and for risk management purposes. Hedging also involves special risks including the possible default by the other party to the transaction, illiquidity and, to the extent our assessment of certain market movements is incorrect, the risk that the use of hedging could result in losses greater than if hedging had not been used. There is the risk of the failure or default of any counterparty to such transactions. If there is a failure or default by the counterparty to such a transaction, we will have contractual remedies pursuant to the agreements related to the transaction (which may or may not be meaningful depending on the financial position of the defaulting counterparty). We may seek to minimize counterparty risk through the selection of financial institutions and types of transactions employed. 8 EFTA01206744 Boothbay Fund Management. LLC Form ADV Part 2A Futures Boothbay, or the Portfolio Managers, may engage in futures transactions. Futures contracts are usually made on a futures exchange which call for the future delivery of a specified "commodity" at a specified time and place. These contractual obligations, depending on whether one is a buyer or a seller, may be satisfied either by taking or making physical delivery of the "commodity" or by making an offsetting sale or purchase of an equivalent futures contract on the same exchange prior to the end of trading in the contract month. Futures prices may be highly volatile. Financial instrument and foreign currency futures prices are influenced by, among other things, interest rates, changes in balances of payments and trade, domestic and international rates of inflation, international trade restrictions and currency devaluations and revaluations. Profitability will depend on Boothbay's or the Portfolio Managers' ability to analyze price movements in those markets. Because low margin deposits are normally required, an extremely high degree of leverage is obtainable in futures trading. A relatively small price movement in a futures contract, consequently, may result in large losses. Thus, like other highly leveraged investments, any purchase or sale of a futures contract may result in losses which exceed the amount invested. Additional Risk Factors The Portfolio Managers may trade in Mortgage-Backed Securities ("MBS"). The principal risks of investing in this asset class include the following: Interest Rate Risk The value of MBS can fall if the owners of the underlying mortgages pay off their mortgages sooner than expected, which could happen when interest rates fall, or later than expected, which could happen when interest rates rise. If the underlying mortgages are paid off sooner than expected, the Firm's strategies may require reinvesting this money in mortgage-backed or other securities that have lower yields. Agency and Non-Agency MBS MBS are most commonly issued or guaranteed by U.S. government agencies or instrumentalities ("Agency MESS"), but may also be issued or guaranteed by other private issuers ("Non- Agency MBS"). Although obligations of Agency MBS are not debts of the U.S. Treasury, in some cases, payment of interest and principal on such obligations is guaranteed by the U.S. government. There is no guarantee that the U.S. government will support securities not backed by its full faith and credit. Accordingly, although these securities historically have involved little risk of loss of principal if held to maturity, they may involve more risk than securities backed by the U.S. government's full faith and credit. Non-Agency MBS, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than Agency MBS. Distressed Securities The Portfolio Managers may trade in "distressed securities" which involve a substantial degree of risk. The Boothbay Underlying Funds may lose a substantial portion or all of the investment in a distressed position or may be required to accept cash or securities with a value less than the Boothbay Underlying Funds' investment. Among the risks inherent in positions in entities experiencing significant financial or 9 EFTA01206745 Boothbay Fund Management. LLC Form ADV Part 2A business difficulties is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such positions also may be adversely affected by state and federal laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court's discretionary power to disallow, subordinate or disenfranchise particular claims. The market prices of such positions are also subject to abrupt and erratic market movements and above average price volatility and the spread between the bid and asked prices of such instruments may be greater than normally expected. In trading distressed securities, litigation is sometimes required. Such litigation can be time-consuming and expensive, and can frequently lead to unpredicted delays or losses. The Portfolio Managers may also trade in "distressed" sovereign debt obligations. There are particular risks relating to the investment and trading of these instruments. These risks include the uncertainties involved in enforcing and collecting debt obligations against sovereign nations. The ability to enforce and collect obligations against foreign sovereigns may be affected by world events, changes in U.S. foreign policy, and other factors outside the control of Boothbay Non-U.S. Securities The Portfolio Managers may invest in non-U.S. securities, non-U.S. currencies, and securities issued by U.S. entities with substantial non-U.S. operations can involve additional risks relating to political, economic, or regulatory conditions in non-U.S. countries. These risks include fluctuations in non-U.S. currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some non-U.S. markets. All of these factors can make non-U.S. investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, non-U.S. markets can perform differently from the U.S. market. Potential Conflicts of Interest In addition to advising the Boothbay Funds we may engage in investment and trading activities for our own accounts and/or for the accounts of third parties. We are not obligated to devote any specific amount of time to the affairs of the Boothbay Funds. Investors will not be entitled to inspect those trading records of our employees that are not related to the Boothbay Funds. Item 9 - Disciplinary Information This item is not applicable. Item I0 - Other Financial Industry Activities and Affiliations Mr. Glass has affiliation through ownership in the investment advisory entities listed below: Level 3 Capital Management, LLC Level 3 GP, LLC advises the Level 3 Capital Fund, LP. Sandton Feeder Fund. LP 10 EFTA01206746 Boothbay Fund Management. LLC Form ADV Part 2A Black Rhino LLC advises the Sandton Feed Fund. Item I I - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Pursuant to Rule 204A-I of Advisers Act Boothbay has established a Code of Ethics that will apply to all of our employees with respect to services provided to the Funds and Investors. As a fiduciary, our responsibility is to provide fair and full disclosure of all material facts and to act solely in the best interest of our Clients at all times. This fiduciary duty is considered the core underlying principle for Boothbay Code of Ethics, which also includes insider trading and employee investment policies and procedures. We require all of our employees to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Upon employment or affiliation and at least annually thereafter, all employees will sign an acknowledgement that they have read, understood and agree to comply with our Code of Ethics. We have a responsibility to make sure that the interests of the Boothbay Funds are placed ahead of the Firm's or our employees' own interests. Boothbay will conduct business in an honest, ethical and fair manner and seek to avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to the Boothbay Funds. In general, employees (and members of their immediate households) are not permitted to invest in single stock equities, options on single stocks or futures and must obtain written pre-approval from the CCO prior to executing a sell order in equity securities that they may own from prior investments made before becoming an employee of Boothbay. The spirit of the Code of Ethics is to discourage frequent trading in employee personal accounts. In addition, employees may not acquire securities for their own account in an initial public offering. Employees must also obtain pre-approval from the CCO before engaging in any outside business activities or private placements. Where the activities of the CCO require pre-approval, the approval will be provided by Mr. Glass. This disclosure is provided to give all Investors in the Boothbay Funds a summary of our Code of Ethics. However, if an Investor or a potential investor wishes to review our Code of Ethics in its entirety, it will be provided upon request. Participation or Interest in Client Transactions To minimize any conflict of interest, Boothbay and our employees place Client interests ahead of their own interests. To that end, Boothbay and our employees may not buy or sell securities and other investments that are also in the Funds, subject to certain exceptions as detailed in our Employee Investment Policy. Item I2 - Brokerage Practices Generally, portfolio transactions for the Boothbay Underlying Funds are cleared through brokerage accounts maintained at various brokerage institutions, each of which may or may not also act as a custodian for the Boothbay Funds. II EFTA01206747 Boothbay Fund Management. LLC Form ADV Part 2A Portfolio transactions are executed by brokers and dealers selected on behalf of the Boothbay Underlying Funds on the basis of their ability to effect prompt and efficient executions at competitive rates and also in consideration of such brokers' provision or payment of brokerage or research services (referred to as payment made by "soft dollars," as further discussed herein). Reasonableness of commissions is assessed based on numerous factors, including but not limited to the nature of the services provided and the rates charged by competitors for the same or similar services. Each Portfolio Manager may clear and settle securities transactions through various brokers of its selection, subject to Boothbay's and the terms of each relevant Portfolio Manager's Agreement. The Boothbay Underlying Funds will be charged commissions by any broker or dealer utilized to effect trading. Boothbay generally attempts to honor the existing relationships of incoming Portfolio Managers with respect to prime and executing brokerage relationships, subject to financing and counterparty risk limitations. Boothbay defines a "Trade Error" as: • An error in the investment decision making process (e.g., a violation of a portfolio's investment guidelines, purchases made with unavailable cash, or sales made with unavailable securities); or • An administrative error made prior to or during the trade's execution (e.g., a trader executes an order for the wrong security, or for an incorrect amount or number of shares). We will handle any trade errors on a case-by-case basis. Any gain due to a Trade Error generally will be credited to the Boothbay Funds. At times, the Firm may determine that it is appropriate for the Boothbay Funds to bear the loss from a Trade Error, but never with respect to any error that is the result of the Firm's willful misconduct or gross negligence, as determined by the Firm in good faith. Item 13 - Review of Accounts The Funds' portfolios are reviewed on an ongoing basis by Mr. Glass for conformity with the investment objectives and guidelines. Each Investor receives reports in accordance with the terms of the applicable Boothbay Fund's offering documents. Item 14 - Client Referrals and Other Compensation This item is not applicable. Item IS - Custody The Custody Rule sets forth extensive requirements regarding possession or custody of client funds or securities. The Custody Rule requires advisers that have custody of client securities or funds to implement a set of controls designed to protect those client assets from being lost, misused, misappropriated or subject to the advisers' financial reverses. 12 EFTA01206748 Boothbay Fund Management. LLC Form ADV Part 2A Advisers with custody of client funds and securities must maintain them with "Qualified Custodians." Qualified Custodians under the Custody Rule include banks and savings associations and registered broker-dealers. The Custody Rule requires that registered investment advisers with custody of clients' funds or securities have a reasonable belief that a Qualified Custodian holding the assets provides periodic account statements to those clients. However, advisers do not need to comply with these quarterly reporting requirements of the Custody Rule for pooled investment vehicles, such as limited partnerships or limited liability companies, if the pooled investment vehicle: (I) is audited at least annually and (2) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to all limited partners (or members or other beneficial owners) within 120 days of the end of the fiscal year of the Boothbay Funds. Boothbay currently plans to comply with the Custody Rule through the distribution of such audited financial statements and as such will not need to comply with the quarterly reporting requirements discussed in this section. Item 16 - Investment Discretion Boothbay has discretionary authority to manage the Boothbay Funds pursuant to the governing documents of the Boothbay Funds. Boothbay has the authority to determine the Portfolio Managers and the amount of assets to allocate to each Portfolio Manager. Item 17 - Voting Client Securities Rule 206(4)-6 of the Advisers Act requires a registered investment adviser that votes client securities to: (I) adopt written policies reasonably designed to ensure that the investment adviser votes in the best interest of the clients, (2) disclose to clients information about these policies and procedures, (3) provide information to clients about how their proxies were voted and (4) retain certain records related to proxy voting practices. In compliance with Rule 206(4)-6, Boothbay has adopted proxy voting procedures in the event that it is required to vote a proxy for certain investments or if we are required to vote on a corporate action regarding a Portfolio Manager; however, due to the nature of our business, we generally do not vote proxies with respect to securities held in the Boothbay Funds. Upon request, we will provide an Investor with a copy of our proxy voting policy and procedures and information on how the proxies were voted. Item 18 - Financial Information This item is not applicable. 13 EFTA01206749