Adage Capital Management, L.P.

Firm Description Adage Capital Management, L.P. (“ACM”) was formed in 2001. Bob Atchinson and Phill Gross are the managing directors and principal owners of the firm. Bob and Phill have worked together since 1985. ACM, collectively with its affiliates Adage Capital Services, LLC (the “Relying Adviser”) and Adage Capital Partners GP, L.L.C. (the “General Partner”), provides investment advisory services to its sole client, Adage Capital Partners, L.P. (“ACP” or the “Fund”), a private investment fund. ACM does not manage any separate accounts. Principal Owners Bob Atchinson and Phill Gross are the principal owners of ACM. Types of Advisory Services ACM manages ACP primarily through industry-specific portfolios that are managed by analyst/portfolio manager teams or individuals. ACM’s analysts focus on adding value by stock selection based on intra-industry fundamental analysis. In addition to taking long positions, ACM uses leverage, sells securities short, and invests in derivatives, U.S. and non-U.S. equity and equity-related securities and other financial instruments and private securities. In addition, ACM will from time to time, as it determines in its discretion, utilize analysts focusing on additional methodologies for identifying investments for ACP, including risk arbitrage and other event driven opportunities. All limited partner investors in ACP share in gains and losses in proportion to their investment in ACP. Tailored Relationships The investors (each a “limited partner”) of ACP do not have the ability to individually tailor their investment or impose unique investment restrictions. Wrap Fee Programs ACM does not participate in wrap fee programs. Assets Under Discretionary and Non-Discretionary Management As of December 31, 2025, ACM has net assets under discretionary management of $52,665,557,203 and no assets under non-discretionary management.

Description ACM is an SEC-registered investment adviser and is not required to disclose this information because this Brochure will be delivered only to “qualified purchasers” as defined in the Investment Company Act of 1940. The terms of ACM’s fees and compensation are set forth in ACP’s offering documents. Fee Billing ACP pays management fees directly to ACM quarterly in advance from ACP’s assets. Other Fees and Expenses ACP bears operating and other expenses including, but not limited to, investment-related expenses (e.g., brokerage commissions, expenses of borrowing securities, including hardto-borrow expenses, clearing and settlement charges, custodial fees and interest expenses), legal expenses, accounting, audit and tax preparation expenses, offering expenses, the management fee, administration fees, extraordinary expenses and other similar expenses related to ACP as the General Partner determines in its sole discretion. Such expenses generally will be shared by all of the limited partners of ACP, including the General Partner, pro rata in accordance with their capital accounts. In the event of a mid-quarter withdrawal, any prepaid but as yet unearned management fees on such withdrawn amount are refunded. Participation or Interest in Client Transaction Not applicable.

Methods of Analysis and Investment Strategies The investment objective of ACP is to provide investors with compound annual long-term returns that outperform the returns of the S&P 500 Index (the "Index"). ACM seeks to achieve its objective through stock selection based primarily on intra-industry fundamental analysis with a dedicated focus on intra-industry valuation methodologies. Primary research is a central component of ACM’s investment process. In selecting ACP’s investments, ACM utilizes a staff of portfolio managers and equity analysts dedicated to tracking specific sectors represented within the Index that utilize a stock valuation methodology designed for each specific sector. Such methodologies are evaluated and modified to reflect the constantly changing factors within each industry. Investments include (but are not exclusively limited to) long positions and over-weighted

positions in securities of companies, both within and outside of the Index, that ACM believes to be attractively valued, with an emphasis on those companies likely (in ACM's view) to outperform other companies within their respective industries or sectors. ACP's portfolio also includes under-weighted positions, and in some cases, short positions in securities of companies within and outside the Index, that in the view of ACM are overvalued by the market, with an emphasis on companies likely (in ACM's view) to underperform other companies within their respective industries or sectors. Investment positions include U.S. and non-U.S. equity and equity-related securities and other financial instruments, including liquid publicly traded positions, fixed income positions, as well as thinly traded, illiquid and/or privately issued securities (including PIPEs and other structured investments). Derivative instruments, such as options, futures (with an emphasis on financial futures and subject to the regulatory requirements described below), forward contracts and swaps, will be used to attempt to hedge existing long and short positions, as well as for independent profit opportunities. ACM currently also utilizes one non-industry specific analyst, focusing on risk arbitrage opportunities for ACP. In addition, ACM may in the future employ additional analysts and/or portfolio managers, focusing on non-industry specific methodologies for identifying investments for ACP, and in connection with such methodologies ACM may cause ACP to engage in additional types of investments, such as leveraged trading and/or risk arbitrage or other event driven trading. Risk of Loss An investment in ACP will be impacted by the positive or negative returns of the Index, as well as ACM's ability to outperform the Index. There can be no assurance that the investment objective of ACP will be achieved. In fact, the use of short sales, options, leverage, futures and other derivative instruments can create special risks and substantially increase the impact of adverse price movements on ACP's portfolio. Moreover, an investment in ACP provides limited liquidity since the Interests (as defined below) are not freely transferable, and the limited partners will have limited withdrawal rights. ACP’s investment program emphasizes active management of ACP's portfolio and very substantial portfolio turnover. Consequently, ACP’s brokerage commissions and other transaction expenses can exceed those of other investment entities of comparable size and such expenses will reduce ACP’s net returns. Additionally, ACP is not a tax efficient investment vehicle due to the high degree of turnover, which can generate significant amounts of short-term capital gains. Listed below are additional or further explanations of material risks involved in connection with ACM’s investment strategy:

Business Dependent Upon Key Individuals. The limited partners have no authority to make decisions or to exercise business discretion on behalf of ACP. The authority for all investment decisions is delegated to ACM. The success of ACP depends significantly upon the expertise of Bob Atchinson and Phill Gross, and on ACM’s team of Analysts that exercise buy/sell discretion with respect to the assets of ACP. Limited Liquidity; In-Kind Distributions. An investment in ACP provides limited liquidity since the interests in ACP ("Interests") are not freely transferable, and limited partners' withdrawal rights are restricted. Generally, limited partners have the right, subject to at least 60 days’ prior written notice, to withdraw all or any portion of their capital accounts on the next Withdrawal Date (as defined below), based on the value of the capital accounts as of such Withdrawal Date. A “Withdrawal Date”, subject to certain exceptions, is (i) the last day of the twelfth month following the limited partner's admission to ACP and (ii) the end of any fiscal quarter thereafter. Subject to certain restrictions and reserves, payment of a withdrawal request will generally be made within 30 days after the Withdrawal Date (subject to a holdback of up to 5% of withdrawal proceeds, as determined by the General Partner in its sole discretion, until completion of the annual audit, and subject to applicable withdrawal charges as set forth in the offering documents of ACP). The General Partner may permit the withdrawal of a limited partner under such other circumstances as it, in its sole discretion, deems appropriate. ACP expects to distribute cash to a limited partner upon a withdrawal from the limited partner's capital account. However, there can be no assurance that ACP will have sufficient cash to satisfy withdrawal requests, or that it will be able to liquidate investments at the time of such withdrawal request at favorable prices. Under the foregoing circumstances, and under other circumstances deemed appropriate by the General Partner, a limited partner may receive in-kind distributions from ACP's portfolio. Such investments so distributed may not be readily marketable or saleable and may have to be held by such limited partner for an indefinite period of time. As a result, an investment in the Interests is suitable only for sophisticated investors. There is no public market for Interests, and it is not expected that a public market will develop. Incentive Allocation. The incentive allocation from ACP to the General Partner may create an incentive for ACM, as an affiliate of the General Partner, to cause ACP to make investments that are riskier or more speculative than would be the case in the absence of the incentive allocation. In addition, because the incentive allocation is calculated on a basis that includes unrealized appreciation of ACP's assets, it may be greater than if such allocation was based solely on realized gains. Risks of Relying on Investment Objectives. Performance objectives are targets only and should not be construed as projections of what may occur or be expected to occur. In addition, these goals are for ACP in the aggregate and the portfolio of any single Analyst may fall outside of these parameters. While goals have been developed in part with a view towards aggregate past performance of ACP, no other specific criteria or assumptions were used to develop these targets. ACM can express no view as to the likelihood of

meeting these goals, in particular with respect to any particular time period. Targeted performance is inherently unreliable and should not be used as the basis for an investment decision by any prospective investor. Absence of Investment Company Registration. ACP is not required and does not intend to register as an investment company under the Investment Company Act of 1940, as amended and, accordingly, the provisions of the Investment Company Act (which, among other protections, require investment companies to have a majority of disinterested directors, require securities held in custody at all times to be individually segregated from the securities of any other person, and marked to clearly identify such securities as the property of such investment company and regulate the relationship between the adviser and the investment company) will not be applicable. Ability to Correlate Performance to the Index. ACP's ability to correlate its performance to that of the Index can be affected by numerous factors, including, but not limited to, the size of ACP, changes in the securities market, the manner in which the Index is calculated, changes in the securities comprising the Index, corporate mergers, acquisitions and dissolutions, the frequency and timing of rebalancing transactions and the timing and size of purchases and redemptions of Interests. Investment and Trading Risks. A limited partner should be aware that it may lose all or a substantial part of its investment in ACP. ACM believes that ACP's investment program and research techniques moderate this risk through a careful selection of securities and other financial instruments. However, no guarantee or representation is made that ACP's program will be successful. ACP's investment program will utilize investment techniques such as short sales, options, warrants, puts and calls, which practices can, in certain circumstances, substantially increase the losses to which ACP may be subject. Investments in Undervalued Securities. One of the primary strategies of ACP is to invest in undervalued securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investing in undervalued securities creates opportunities for above-average capital appreciation, this strategy entails a degree of financial risk that can result in substantial losses. Returns generated from ACP's investments in these securities may not adequately compensate for the business and financial risks assumed. ACP may make certain speculative investments in securities which ACM believes are undervalued; however, there are no assurances that the securities purchased will in fact realize the investment manager’s anticipated valuation. In addition, ACP may be required to hold such securities for a substantial period of time in order to realize their anticipated value. During this period that ACP's assets are committed to the securities purchased, ACP would be prevented from investing in other opportunities.

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ACM provides investment advice solely to its client, ACP. The underlying investors in ACP may include:

Foundations and endowments (or funds of funds that are comprised of endowments and foundations);

Corporations or other business entities;

Private and public pension and profit-sharing plans;

Municipal plans;

Government or political subdivisions;

High net worth individuals;

Family offices;

Trusts, estates or charitable organizations; or

Any other investors that meet the standards of a “qualified purchaser” within the meaning of Section 3(c)(7) of the Investment Company Act of 1940 and that can meet ACP’s minimum investment requirements. Generally, the minimum dollar amount required to invest in ACP is $10,000,000; although ACM, in its sole discretion, can reduce this minimum amount on a case-by-case basis.

ACM has only one client - ACP (i.e. ACM does not provide investment advisory services to separate accounts). As an SEC-registered investment adviser, the details of our performance-based fee structure are not required to be disclosed because this Brochure will be delivered only to “qualified purchasers” as defined in the Investment Company Act of 1940. The terms of ACM’s performance-based fee structure are set forth in ACP’s offering documents.

FINANCIAL

INDUSTRY

ACTIVITIES

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Broker-Dealer Registration ACM does not have a registration or an application pending to register as a broker-dealer or a registered representative of a broker-dealer. Futures, Commodity Pool Operator, Commodity Trading Advisor ACM does not have a registration or 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. Related Person Arrangements Adage Capital Services LLC, a wholly owned subsidiary of ACM, provides research and advisory services to ACM through a sub-advisory agreement. In addition, Adage Capital Partners GP, L.L.C., a commonly controlled affiliate of ACM, acts as the general partner of ACP and in this role retains ACM to act as investment adviser to ACP. ACM does not believe that the relationships with the Relying Adviser and/or the General Partner create material conflicts of interest for clients of ACM. Arrangements With Other Investment Advisers ACM does not recommend or select other investment advisers for our client nor do we have other business relationships with other advisers that create a material conflict of interest.

Code of Ethics ACM has adopted a Code of Ethics (the “Code of Ethics”) in accordance with Rule 204A1 of the Investment Advisors Act of 1940 (the “Act”). A copy of the Code of Ethics is available to clients upon request without charge. The purpose of the Code of Ethics is to set forth certain key guidelines and standards of professional conduct that have been adopted by ACM as office policy and are applicable to all its officers, employees, and partners, as well as officers and employees of its advisory affiliates (the “Supervised Persons”). The Code of Ethics requires that all Supervised Persons act in accordance with

their fiduciary duty to our client, and to conduct themselves in accordance with high ethical standards, which should be premised on the concepts of integrity, honesty and trust, and in full compliance with all applicable federal and state laws and regulations concerning the securities industry. The Code of Ethics requires each Supervised Person to acknowledge in writing his or her receipt and understanding of the Code of Ethics upon joining ACM, and annually (or as amended) thereafter. The following is a brief summary of certain provisions of the Code of Ethics: Confidential Information: As an investment adviser, we have a fiduciary duty to our client not to divulge or misuse information obtained in connection with our services as an adviser. Therefore, all information, whether of a personal or business nature, that a Supervised Person or consultant obtains about a client's affairs in the course of employment or in connection with a consulting agreement with ACM should be treated as confidential and used only to provide services to or otherwise to the benefit of the client. Such information may sometimes include information about non-clients, and that information should likewise be held in confidence. Even the fact that ACM advises a particular client should ordinarily be treated as confidential. Material Inside Information: Federal law, and ACM’s Code of Ethics prohibits any employee from using material inside information, whether obtained in the course of working at ACM or otherwise, for his or her private gain, for ACM’s gain or for a client’s gain, and explicitly prohibits disclosing material inside information to another person (“tipping”) who subsequently uses that information for his or her gain. The Code of Ethics sets forth an extensive list of subject information about which is likely to be material inside information. Fiduciary Duty and Conflicts of Interest: ACM and its Supervised Persons have a fiduciary duty to its client to act for the benefit of the client, and not subordinate its client’s interests to its own As a fiduciary, ACM owes its client and its underlying investors a duty of care and a duty of loyalty; and an obligation to act for the client’s benefit and not place their interests first when a conflict of interest between the client and the fiduciary arises. ACM has adopted policies to address common areas where conflicts of interest can arise, and to disclose, mitigate, and/or eliminate these identified conflicts of interest. Scalping or Front-Running: ACM has adopted policies prohibiting scalping or frontrunning trades for its client. Participation or Interest in Client Transactions and Personal Trading Personal Trading: ACM’s Code of Ethics also contains guidelines relating to personal trading by Supervised Persons. Supervised Persons must receive prior approval before purchasing or selling securities for his or her own account (other than certain exempted securities that have blanket approval; which include for example, but are not limited to,

U.S. government obligations, money market instruments, bank certificates of deposit, commercial paper, index options and index futures, certain mutual funds and exchange traded funds based on broad indices). Under most circumstances (other than as noted in the preceding sentence), Supervised Persons may not trade any securities that ACM may trade for ACP, or be party to a securities transaction with any client, or buy or sell a security for a client that an ACM Supervised Person may have a material financial interest in. In accordance with the Act and ACM’s Code of Ethics, Supervised Persons are required to file quarterly trading reports, and initial and annual holding reports.

Selecting Brokerage Firms ACM uses various brokers and dealers to execute, settle and clear securities transactions for ACP. In selecting brokers to effect portfolio transactions, ACM considers such factors as best execution, the ability of the brokers and dealers to effect the transaction, the lending commitment or other capacity of the broker to assist ACP with liquidity, the brokers' facilities, reliability and financial responsibility, the provision of proprietary research and the provision or payment (or the rebate to ACP for payment) of the costs of research or other services provided by the applicable broker or provided by another broker and paid (or repaid) pursuant to a commission sharing or similar agreement. ACM need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Accordingly, if ACM determines in good faith that the commissions charged by a broker or the prices charged by a dealer are reasonable in relation to the value of the brokerage and products or services provided by such broker or dealer, ACP may pay commissions to such broker or prices to such dealer which are greater than those another firm might charge. On a semi-annual basis, a committee of ACM’s senior management, investment analysts, and traders complete a “Broker Poll.” In the Broker Poll, all participants are given points to allocate to certain brokers (effectively ranking brokers with which we conduct business). After the Broker Poll is completed, the total points are tabulated and become a factor for brokerage allocation. On behalf of ACP, ACM will utilize 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, 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 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 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 The use of commission or "soft" dollars to pay for research or other products or services will be within the safe harbor for soft dollars created by Section 28(e) of the Securities Exchange Act of 1934. Research and other products and services assist ACP in the portfolio decision making process. These services may include (but are not limited to): market, financial and economic studies and forecasts, as well as discussions with research personnel, consulting fees with respect to portfolio strategy and research, analytical software with respect to portfolios and securities (but not to the extent used for compliance related purposes or for stress-testing of portfolios), expenses of order management systems (to the extent eligible for the Section 28(e) safe harbor), data services, seminars providing substantive content with respect to issuers, industries and securities (but not travel, meals or hotels related thereto), research reports with respect to issuers, industries and securities and specialty periodicals such as trade magazines and technical journals (but not mass-marketed publications). Where a product or service obtained with commission dollars provides both research and non-research assistance to ACM, ACM will make a reasonable allocation of the cost which may be paid for with commission dollars. When “soft” dollars are used to provide research or other products or services, ACM receives a benefit because ACM does not have to pay for the product or service with its own funds. Additionally, “soft” dollars may create an incentive for ACM to select brokers based on ACM’s desire to receive such products or services without paying for them itself, rather than to obtain best execution for ACM’s client. “Soft” dollar arrangements may cause ACP to pay commissions higher than those charged by other brokers in return for such soft dollar benefits. When a trade is executed with a broker who is providing soft dollars, ACP establishes a soft dollar credit with the executing broker. When the broker provides or pays for research or other products and services for the benefit of ACP (which may include payment for research and other products and services provided by another broker under a commission sharing or similar agreement) the credit balance is reduced by the amount of the expenditure.

“Full Service” brokers provide ACM with proprietary research (access to internal industry analysts, research reports, visits from company management, invitations to industry conferences). There is no explicit price for this research, however, commission rates at Full Service brokers are higher than commission rates at brokers who provide no research. Additionally, the amount of research a Full Service broker is willing to provide to ACM will be dictated by commission amounts. Soft dollar services benefit all clients equally because ACM manages only one account and ACP does not participate in client directed brokerage activity. Brokerage for Client Referrals ACM does not participate in brokerage for client referral programs and does not consider referrals in selecting a broker. Directed Brokerage ACM does not participate in directed brokerage programs.

ACM does not have any arrangements under which it or a related person directly or indirectly compensates another person, including Supervised Persons of ACM, for client or investor referrals. ACM does not have any arrangements under which it receives any economic benefit from any non-client for providing advisory services to ACP.

ACM consented to the entry of an Order Instituting Administrative and Cease-And-Desist Proceedings (“Order”) by the Securities and Exchange Commission (“SEC”); the Order was issued on September 25, 2024. In the Order, the SEC found that, in 2020 and 2021 ACM failed to cause ACP to timely file beneficial ownership reports required under Section 13(d) and Section 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”) with respect to two separate issuers of securities held by ACP. The Order further notes that there is no state of mind requirement for violations of Section 16(a) and 13(d) and the rules thereunder and that failures to timely file required reports, even if inadvertent, constitute violations. Without admitting or denying the SEC’s findings, ACM agreed to cease and desist from committing or causing any violations or future violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1 and 16a-3 thereunder, and to pay a civil monetary penalty of $200,000.

Oversight and Monitoring ACM manages only one account, ACP. All ACP’s limited partners share the same investment objective as it relates to this investment. ACM’s investment and operational professionals review ACP’s exposures, trading activity and performance on a daily basis. Regular Reports Morgan Stanley Fund Services USA, LLC serves as ACP’s fund administrator. The fund administrator issues monthly evaluation and risk reports for ACP. The reports reflect the gains and losses for ACP and provide a summary of each investor’s capital account activity during the period. In addition, the fund administrator provides each investor with a monthly risk report for ACP. ACM also delivers annually audited financial statements within 120 days of the Fund’s fiscal year end, and quarterly newsletters to the limited partners of ACP. ACM will from time-to-time, in its sole discretion, provide additional information relating to ACP to one or more limited partners in the Fund as deemed appropriate.

ACM does not maintain physical possession of fund cash or securities; however, as a registered investment adviser who, directly or through an affiliate, acts as the general partner or managing member to a limited partnership or other comparable pooled investment vehicle is considered to have custody over client assets under the Investment Advisers Act of 1940. Client assets are held in custody by unaffiliated broker/dealers or banks that are deemed to be “qualified custodians”, as defined under Rule 206(4)-2. To comply with Rule 206(4)-2 and to provide meaningful protection to investors, the Fund is subject to an annual financial statement audit by an independent public accounting firm that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. Investors in ACP are urged by ACM to carefully review financial statements of ACP, in addition to all account statements that such investors receive from ACM and its affiliates and service providers.

ACM has complete investment discretionary authority over the purchase and sale decisions for ACP and to manage the assets of the Fund in a manner that is consistent with the objectives and strategies set forth in the Fund’s offering documents. Investment recommendations and advice are provided by ACM directly to ACP, and not individually to the limited partners in the Fund.

Proxy Votes ACM recognizes its fiduciary duty to vote proxies on behalf of its client. ACM has adopted a written proxy voting policy and related procedures pursuant to Rule 206(4)-6 under the Investment Advisers Act, and which are intended to assure that client securities are voted in the best interests of the client, and which address material conflicts of interest that may arise between the investment adviser and its client. It is the policy of ACM to vote proxies (or abstain from voting) in the best interests of ACP. Individual limited partners of ACP may not direct ACM to vote in particular solicitations. Clients may obtain copies of ACM’s proxy voting policies and procedures, as well as a record of any proxies voted, upon request. Such requests should be submitted to investorrelations@adagecapital.com. The following is a brief summary of ACM’s proxy voting procedures:

ACM has retained ISS Governance Services (“ISS”) to assist in the proxy voting process. All proxy materials relating to reported votable shares are delivered to ISS from ACM’s prime brokers. ACM utilizes the ISS platform to review and deliver any associated proxy materials with conflicting recommendations and/or specific analysts’ requests.

Proxy information and voting proposals are reviewed and a weekly proxy summary and log are disseminated by ACM’s operations team firmwide.

It is the responsibility of each portfolio analyst to evaluate proxy votes related to their holdings, in compliance with ACM’s proxy voting procedures.

ACM’s default voting policy is to vote in accordance with ISS Benchmark Policy Recommendations.

If ISS Benchmark Policy Recommendations are not available, ACM’s shares will be voted “with management.”

Analysts may elect to vote differently than ISS or management. If this is the case, the analyst’s vote will be submitted. This may be for the entire position, or a portion thereof.

ACM may abstain from voting in situations where it deems it is in the best interest of its client, or it is not operationally feasible or unduly burdensome.

For example, ACM may be unable to vote securities that have been lent by the custodian. Also, ACM may elect not to vote a security in situations where it deems the mechanics of doing so (particularly with respect to certain non-U.S. securities) to be onerous or burdensome on ACM and thus not in the best interests of the client.

Proxy voting in certain countries involves “share blocking,” which limits ACM’s ability to sell the affected security during a blocking period that can last for several weeks. ACM believes that the potential consequences of being unable to sell a security usually outweigh the benefits of participating in a proxy vote, so ACM generally abstains from voting when share blocking is required.

Any meetings described as Extraordinary, Special, Proxy Contest, or annual meetings with dissenting voting recommendations between ISS and management will be brought to the attention of the analyst and will require confirmation of any vote that dissents from ISS recommendations.

The ISS proxy audit trail provides a history of actual votes and a description of any items where a vote was against management.

Any potential conflicts of interests (including any situation where multiple portfolio analysts may wish to exercise voting rights over the same security where splitting is not available) are documented and reviewed by the Chief Compliance Officer.

Any situation identified as presenting a potential conflict of interest (including any situations where multiple portfolio analysts may wish to exercise differing voting rights over the same security where splitting is not available) will be reviewed by the CCO and appropriate documentation maintained.

The Director of Operations manages ACM’s relationship with ISS. The Director of Operations ensures that ISS votes all proxies in accordance with the ISS Benchmark Policy Recommendations, or where applicable, according to the client’s specific instructions and ACM’s general guidance, and retains all required documentation associated with proxy voting. ACM requires ISS to notify it if ISS experiences a material conflict of interest in the voting of the client’s proxies.

In addition to the above, ACM files disclosures on Form N-PX relating to its proxy votes on certain “say-on-pay” in accordance with the requirements of amended Rule 14Ad-1 under the Securities Exchange Act of 1934.

Class Actions ACM has adopted a written policy relating to its participation in any class actions relating to holdings of ACP. As a fiduciary, ACM always seeks to act in ACP’s best interests with good faith, loyalty, and due care. ACM is authorized to direct client participation in class actions. The Director of Operations, with the assistance of its third party operational proxy voting service provider ISS Security Class Action Services (“ISS SCAS”) will determine whether the client will (a) participate in a recovery achieved through a class action, or (b) opt out of the class action and separately pursue their own remedy. The Director of Operations, with the assistance of ISS SCAS oversees the completion of Proof of Claim forms and any associated documentation, the submission of such documents to the claim administrator, and the receipt of any recovered monies. Documentation associated with client’s participation in class actions will be maintained by ACM and ISS SCAS, where applicable. If a settlement is received from a class action lawsuit, the income will generally be allocated pro rata based upon the current investors in the Fund, at the time the income is realized. The Chief Compliance Officer will evaluate any identified material conflicts and determine an appropriate course of action for ACM. ACM generally does not serve as the lead plaintiff in class actions because the costs of such participation typically exceed any extra benefits that accrue to lead plaintiffs.

ACM does not solicit prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet for its most recent fiscal year. ACM is not aware of any financial condition reasonably likely to impair its ability to meet its contractual commitments to its client and has not been the subject of a bankruptcy petition at any time during the past ten years.