Aurelius Capital Management

Advisory Business Aurelius Capital Management, LP, a Delaware limited partnership, was formed in April 2005 and provides investment management and certain administrative and managerial services to private investment funds (each, a “Fund”). The Funds include: The Evergreen Funds (1) Aurelius Capital Partners, LP, a Delaware limited partnership (“ACP”); (2) Aurelius Capital Partners II, LP, a Delaware limited partnership (“ACP II”); (3) Aurelius Capital International, Ltd., a Cayman Islands exempted company (“ACI”); (4) Aurelius Capital International II, Ltd., a Cayman Islands exempted company (“ACI II”); and (5) Aurelius Capital Master, Ltd., a Cayman Islands exempted company (“ACI Master” and, together with ACP, ACP II, ACI, ACI II, and their respective affiliates, the “Evergreen Funds”). Each of ACP, ACP II, ACI, and ACI II invests all of its investable assets through a “masterfeeder” structure in ACI Master. On February 27, 2023, Aurelius announced that it is winding down its Evergreen Funds in order to focus exclusively on other Aurelius funds. The Drawdown Funds (6) Aurelius Long-Term Opportunities Fund (U.S.), LP, a Delaware limited partnership (“ALTOF U.S.”); (7) Aurelius Long-Term Opportunities Fund (International), LP, a Cayman Islands exempted limited partnership (“ALTOF International”); and (8) Aurelius Long-Term Opportunities Master Fund, LP, a Cayman Islands exempted limited partnership (“ALTOF Master”, and, together with ALTOF U.S. and ALTOF International, AOFII Master, AOFII U.S., and their respective affiliates, the “Drawdown Funds”). Each of ALTOF U.S. and ALTOF International is a feeder funds which invests all of its investable assets through a “master-feeder” structure in ALTOF Master. (9) Aurelius Opportunities Fund (U.S.) II, LP, a Delaware limited partnership (“AOFII U.S.”); and (10) Aurelius Opportunities Master Fund II, LP, a Cayman Islands exempted limited partnership (“AOFII Master”, and, together with AOFII U.S., ALTOF Master, ALTOF U.S., ALTOF International, and their respective affiliates, the “Drawdown Funds”). AOFII U.S. is a feeder fund which invests all of its investable assets through a “master-feeder” structure in AOFII Master. Where appropriate, references to the Funds include entities through which the Funds invest. Mr. Mark D. Brodsky is the Chairman of ACM (the “Chairman”) and controls ACM as the senior managing member of its general partner, Aurelius Capital Management GP, LLC, a Delaware limited liability company. Mr. Brodsky also serves as the senior managing member of (i) Aurelius Capital GP, LLC, a Delaware limited liability company, that serves as the general partner of ACP and ACP II; (ii) Aurelius Long-Term Opportunities GP, LLC, a Delaware limited liability

company, that serves as the general partner of ALTOF U.S., ALTOF International and ALTOF Master. Aurelius Capital GP, LLC is also a shareholder of ACI and ACI II; (iii) Aurelius Opportunities GP II, LLC, a Delaware limited liability company, that serves as the general partner of AOFII U.S. and AOFII Master. Aurelius Capital GP, LLC is also a shareholder of ACI and ACI II. ACM serves as investment manager or adviser to the Funds, which seek to maximize returns subject to preserving capital and minimizing correlation with the overall financial markets. The Funds are generally referred to as distressed credit and event-driven funds. The Funds’ investments may be concentrated in one or more of the following categories (while not investing in others) based on ACM’s evaluation of the most attractive opportunities:

entities that are, or face the prospect of becoming, financially stressed or distressed; entities undergoing, or facing the prospect of undergoing, significant corporate events; investments that may be affected by material legal disputes; companies facing material regulatory developments; and capital-structure arbitrage.

The Funds may invest in all manner of instruments and obligations, including equity and debt securities, bank debt, trade debt, options, contractual and litigation claims, market and sector indices and derivatives. Where appropriate, references herein to securities include other financial instruments invested in by the Funds. ACM manages the assets of each of the Funds in accordance with the terms of the governing documents applicable to each Fund. Investment advice is provided directly to each Fund and not individually to the investors in the Funds. In addition, ACM has the right to enter into agreements, such as side letters, with certain underlying investors of the Funds that may in each case provide for terms of investment that are more favorable than the terms provided to other underlying investors of the Funds. Persons reviewing this Form ADV Part 2A should not construe this as an offering of any of the Funds described herein, which will only be made pursuant to the delivery of an offering memorandum to prospective investors. ACM does not currently participate in wrap fee programs. As of December 31, 2025, ACM’s regulatory assets managed on a discretionary basis on behalf of the Funds were $ 411,862,221.

Fees and Compensation Management Fees ACM receives management fees from each of ACP, ACP II, ACI and ACI II equal to 1.25% per annum (0.3125% per quarter) of the value of each investor’s interest. The management fees are calculated and paid quarterly in advance. A proportionate management fee is paid to ACM out of any investments made in an Evergreen Fund on any date that does not fall on the first day of a quarter, based on the actual number of days remaining in such partial quarter. The Evergreen Funds are in wind-down. As such, distributions will be made to investors in an orderly fashion in accordance with the terms of the fund documents. ACM receives management fees from each of ALTOF U.S., ALTOF International, and AOFII U.S. equal to 1.25% per annum (0.3125% per quarter) of the value of each investor’s interest. The management fees are calculated and paid quarterly in advance. A proportionate management fee is paid to ACM out of any investments made in a Drawdown Fund on any date that does not fall on the first day of a quarter, based on the actual number of days remaining in such partial quarter. ACM has the right to charge AOFII U.S. a management fee on capital committed yet uncalled. ACM has waived that right for 2025. Performance-Based Compensation ACP and ACP II. Aurelius Capital GP, LLC, the general partner of ACP and ACP II, is entitled to an incentive allocation equal to 20% of the net capital appreciation allocated to each investor’s capital account (taking into account any gains or losses from realized or deemed realized Special Investments (see Item 8 – Risk Factors – Risks of Investing in Special Investments) and any dividend, interest or other income related thereto) for each fiscal year, subject to a high water mark provision. ACI and ACI II. Aurelius Capital GP, LLC is entitled to an incentive allocation equal to 20% of the net realized and unrealized appreciation in the net asset value of each investor’s series of shares (taking into account any gains or losses from realized or deemed realized Special Investments and any dividend, interest or other income related thereto) for each fiscal year, subject to a high water mark provision. ALTOF U.S. and ALTOF International. Aurelius Long-Term Opportunities GP, LLC is entitled to an incentive allocation equal to 20% of distributions in accordance with the terms of a waterfall distribution. AOFII U.S.. Aurelius Opportunities GP II, LLC is entitled to an incentive allocation equal to 20% of distributions in accordance with the terms of a waterfall distribution.

ACM’s management fees and incentive allocations are not negotiable. However, ACM may elect to waive, reduce or calculate differently the management fee and/or incentive allocation with respect to any investor in any fiscal period. Management fees and incentive allocations are deducted directly from the Funds. Certain members and/or employees of ACM (and certain persons and entities related to them) do not pay a management fee or an incentive allocation. Additional Fees and Expenses Each Fund bears its own operating and other expenses including, but not limited to, investmentrelated expenses (e.g., brokerage commissions, clearing and settlement charges, custodial fees, interest expense, consulting, legal and other professional fees relating to particular investment opportunities, investment-related travel and lodging expenses, investment- and trading-related computer hardware and software, including, without limitation, trade order management software and risk management software and services), legal expenses, accounting, audit and tax preparation expenses, organizational expenses, expenses relating to the offer and sale of the interests in such Fund, expenses relating to obtaining insurance for members of ACM and its affiliates, management fees, taxes assessed against such Fund, remuneration to the members of the Boards of Directors/Managers, expenses related to such Fund’s registered office, fees and expenses of the administrator, extraordinary expenses and other similar expenses related to such Fund.

Methods of Analysis, Investment Strategies and Risk of Loss The Funds are what are generally referred to as distressed credit and event-driven funds. The Funds’ investments may be concentrated in one or more of the following categories (while not investing in others) based on ACM’s evaluation of the most attractive opportunities:

entities that are, or face the prospect of becoming, financially stressed or distressed; entities undergoing, or facing the prospect of undergoing, significant corporate events; investments that may be affected by material legal disputes; companies facing material regulatory developments; and capital-structure arbitrage.

The Funds may invest in all manner of instruments and obligations, including equity and debt securities, bank debt, trade debt, options, contractual and litigation claims, market and sector indices, and derivatives. The Funds may invest anywhere in the world, but ACM has a strong preference for countries having reliable legal systems and markets. ACM’s analysis and investment strategy has the following salient characteristics: 1. Evaluate and exploit legal and capital-structure issues with the same level of sophistication as business issues. ACM uses this approach to identify and assess components of value that are often overlooked or incorrectly assessed by other investors and hence not properly reflected in market prices. These components of value, by their nature, are generally uncorrelated with the financial markets. 2. Selectively engage in activism. ACM expects that a significant percentage of the Funds’ positions will be activist – meaning that ACM and/or its affiliates will be active participants in the reorganization or other process that is expected to shape the outcome of the investment.

ACM believes that activism, selectively and suitably applied, can significantly enhance the Funds’ ability to achieve their investment objectives (e.g., improving returns, reducing correlation to the financial markets and mitigating risk). 3. Seek opportunity throughout the capital structure. ACM believes that all levels of the capital structure should be considered. This should significantly increase the universe of investment opportunities available to the Funds and allow ACM to select those opportunities that best fit ACM’s analytical view and the Funds’ investment objectives. 4. Conduct investment research meticulously. ACM believes that investment analysis remains an area where persistent, meticulous effort can provide a meaningful investment edge. There are two key components of this approach. The first is ensuring that all elements of the research be explored deeply (although positions may be initiated while research is ongoing). For example, to ascertain the rights of securities, it is more reliable and informative (but also more time-consuming) to read operative documents, such as indentures and charters, than rely on secondary material such as prospectuses. Second, although ACM employs capable analysts, Mr. Brodsky and/or other senior personnel are personally involved in the research process, thereby ensuring that their experience and expertise will be brought to bear. Risk Factors The description contained herein is an overview of the risks entailed in ACM’s investment strategy. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds advised by ACM. Investment in a Fund is speculative and involves a substantial degree of risk, including the risk that an investor could lose some or all of its investment. An investment in a Fund provides limited liquidity since the investment is not freely transferable, and the redemption and withdrawal rights of investors are restricted. Below is a simplified summary of certain risk factors, and does not purport to be a complete list or explanation of the risks involved in an investment in the Funds advised by ACM. Prior to making any investment in a Fund, investors should carefully review the applicable offering documents for a more complete description of the risk factors and conflicts of interest relating to such Fund. General. The investments made by the Funds will generally consist of debt obligations, securities and other assets that have significant risks as a result of business, financial, market or legal uncertainties. There can be no assurance that ACM will accurately evaluate the nature and magnitude of the various factors that could affect the value and return on the Funds’ investments. Prices of the Funds’ investments may be volatile, and a variety of other factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Funds’ portfolios and the value of their investments. Dependence on Key Individuals. The Funds’ portfolios are dependent on the continued service and active management services of Mr. Brodsky. If the services of Mr. Brodsky were to discontinue for any reason, the consequence to the Funds’ portfolios could be material and adverse. Investing in Securities is Inherently Risky. An investment in a Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. The investments selected by

ACM should be deemed speculative investments and are not intended as a complete investment program. These types of investments are designed for sophisticated investors who fully understand and are capable of bearing the risk of loss of their entire investment. ACM cannot give any guarantee that it will achieve its investment objectives or that any Fund, or investor therein, will receive a return of its investment. In-Kind Distributions. A redeeming or withdrawing investor may, at the sole and absolute discretion of the Board of Directors or General Partner, as the case may be, receive assets owned by a Fund in lieu of, or in combination with, cash. The value of the assets distributed may increase or decrease before the assets can be sold, and the investor will incur transaction costs in connection with the sale of such assets. Business and Regulatory Risk of Hedge Funds. The financial services industry generally, and the activities of alternative investment funds and their managers in particular, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase ACM’s and/or the Funds’ exposure to potential liabilities and to legal, compliance and other related costs. Investing in Distressed Securities Involves a Substantial Degree of Risk. The Funds invest in securities or other obligations of entities that are experiencing significant financial or operational difficulties and may be involved in bankruptcy or other reorganization and liquidation proceedings. This area of investing is unusually complex and multi-dimensional. The timing and amount of recoveries can be materially affected by a myriad of operational, legal and process issues, including the conduct not only of the obligors themselves, but also other economic stakeholders and judicial and quasi-judicial officials. There is no assurance that ACM will correctly anticipate and evaluate all of these elements. In any given situation, a Fund may lose its entire investment, may be required to accept cash or securities (which could be illiquid) with a value less than a Fund’s original investment, and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from a Fund’s investments may be negative or may not compensate investors adequately for the risks assumed. Troubled company and other asset-based investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by ACM or an affiliate. To the extent that ACM or its affiliates become involved in such proceedings, the Funds may have a more active participation in the affairs of the issuer than that normally assumed by an investor. In addition, involvement by ACM or an affiliate in an issuer’s reorganization proceedings could result in the imposition of restrictions limiting ACM’s ability to liquidate the Funds’ positions in the issuer. The Funds may invest in, among other things, “higher-yielding” (and, therefore, higher risk) debt instruments. Such securities may be below “investment grade” and may face ongoing uncertainties and exposure to adverse business, financial or economic conditions that could lead to the issuer’s inability to meet timely interest and principal payments. The market values of certain of these lower-rated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates. It is likely that a major economic recession could have a materially adverse impact on the value of such securities. In addition, adverse publicity and investor perceptions, whether or not

based on fundamental analysis, may also decrease the value and liquidity of securities rated below investment grade. Risks of Investing in Special Investments. The Funds may invest part of their assets in Special Investments, which are investments that ACM may determine that, for various reasons, have become illiquid or difficult to value, such as investments for which there is no readily available market, or that should be held intact for a lengthy period or until the resolution of a special event, or that should be held as a matter of fairness to prevent dilution. The Funds may not be able to readily dispose of a Special Investment and, in some cases, may be contractually or legally prohibited from disposing of such investments for a specified or indefinite period of time. Special Investments and other assets and liabilities for which no market prices are available will be carried on the books of the Funds at fair value (which may be cost), as determined in good faith by ACM. There is no guarantee that fair value will represent the value that will be realized by the Funds on the eventual disposition of the investment or that would, in fact, be realized upon an immediate disposition of the investment. Sales of assets held as Special Investments may not be possible and, if possible, may be made at substantial discounts from cost. In addition, Special Investments may include investments in securities that cannot be sold except pursuant to a registration statement filed under the Securities Act of 1933 (“Securities Act”), or in a private placement or other transaction exempt from registration under the Securities Act. A withdrawing investor with an interest in a Special Investment will not receive any amount in respect of such interest until the related Special Investment is realized or deemed realized. Risks Associated with Bankruptcy Cases. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy court would not approve actions that may be contrary to the interests of the Funds. Furthermore, there are instances where creditors and equity holders lose their ranking and priority as such if they are considered to have taken over management and functional operating control of a debtor. In those cases where a Fund, by virtue of such action, is found to exercise “domination and control” of a debtor, a Fund may lose its priority if the debtor can demonstrate that its business was adversely impacted or other creditors and equity holders were harmed by a Fund. Generally, the duration of a bankruptcy case can only be roughly estimated. Unless a Fund’s claim in such case is secured by assets having a value in excess of such claim, no interest will be permitted to accrue and, therefore, a Fund’s return on investment can be adversely affected by the passage of time during which the plan of reorganization of the debtor is being negotiated, approved by the creditors, and confirmed by the bankruptcy court. The risk of delay is particularly acute when a creditor holds unsecured debt or when the collateral value underlying secured debt does not equal the amount of the secured claim. Under most circumstances, unless the debtor is proved to be solvent, no interest or fees are permitted to accrue after the commencement of the debtor’s case, as a matter of U.S. bankruptcy law. It should also be noted that reorganizations outside of bankruptcy are also subject to unpredictable and potentially lengthy delays. Non-U.S. jurisdictions in general are more prone to liquidating insolvent companies or giving them less time or flexibility to reorganize and continue as going concerns.

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Types of Clients ACM provides advisory services to the Funds, which are pooled investment vehicles. The current investment minimum for initial subscriptions in ALTOF Master is generally $10 million and in AOFII Master $5 million; however, ACM maintains discretion to accept less than the minimum investment threshold.

Performance-Based Fees and Side-by-Side Management As stated in Item 5 above, the Funds are charged an incentive allocation or a waterfall distribution, as applicable, which is a performance-based allocation based on the net capital appreciation of the Funds’ assets. Affiliates of ACM receive the annual incentive allocation. All of the Funds are currently subject to an incentive allocation as described herein. The fact that affiliates of ACM are compensated based on the net capital appreciation of a Fund may create an incentive for ACM to make investments on behalf of the Funds that are riskier or more speculative than would be the case in the absence of such compensation. Certain Funds’ incentive allocation will be determined on both realized and unrealized gains, ACM or its affiliates may receive an incentive allocation reflecting unrealized gains at the end of a year that are not subsequently realized by a Fund. In the allocation of investment opportunities, performance-based compensation arrangements may create an incentive to favor accounts from which affiliates of ACM may receive greater performance-based compensation over accounts from which affiliates of ACM may receive less performance-based compensation. ACM has an allocation policy for allocating investments among its Funds pursuant to which ACM endeavors to allocate investments among the Funds and treat the Funds in a fair and equitable manner. ACM values the assets held by the Funds and will be responsible for the determination of asset valuations for all purposes, including the determination of the management fee and the incentive allocation. In making any valuation determination, ACM may be deemed subject to a conflict of

interest as the value of the portfolio will affect its compensation. Each Fund has contracted with a third-party administrator to provide certain services, including the independent verification of the calculation of management fees and incentive allocations in addition to the independent verification of the use of valuations in calculating the net asset value calculation and capital account maintenance.

Other Financial Industry Activities and Affiliations ACM and its management personnel are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. ACM and its management persons are not registered as, and do not have any application to register as, a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. ACM, its personnel and its affiliates, serve as investment advisers, management companies and/or general partners to multiple clients. ACM will devote as much of its time to the activities of each of the Funds as it deems necessary and appropriate. ACM is not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with existing Funds and may involve substantial time and resources of ACM. In the event ACM or any of its affiliates decides to engage in such activities in the future, ACM or its respective affiliates, as applicable, will undertake to engage in such activities in a manner that is consistent with its fiduciary duties, if any, to the Funds. Nevertheless, these activities could be viewed as creating a conflict of interest in that the time and effort of the members and partners of ACM and its officers and employees will not be devoted exclusively to the business of the existing Funds but will be allocated between the business of the existing Funds and the management of the monies of other advisees of ACM.

Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics ACM has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) and is predicated on the principle that ACM owes a fiduciary duty to its Funds. The Code requires that all ACM employees avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of the Funds. Employees must use reasonable care and exercise independent judgment when conducting

investment analysis, making investment recommendations, making investment transactions, promoting ACM’s services, and engaging in other professional activities. ACM expects all Employees to adhere to the highest standards with respect to any potential conflicts of interest with either the Funds or Investors. As a fiduciary, ACM must act in the Funds’ best interests. The Code also places restrictions on personal trades by employees, including that employees disclose their personal securities holdings and transactions to ACM on a periodic basis. Further, to mitigate potential conflicts of interest, ACM restricts what employees may transact in for their personal accounts. With the exception of certain federally issued fixed income securities, openend mutual funds, certain ETFs, foreign currency, and other approved transactions listed in ACM’s Code, personal transactions in reportable individual Securities are prohibited. Employees may continue to hold existing securities held in personal trading accounts. However, the sale of existing securities requires written pre-clearance from ACM. Accounts managed by ACM with full discretion for the benefit of ACM employees or related persons, as with other client accounts, are not subject to the personal trading restrictions described in this paragraph. These accounts are client accounts of ACM and subject to firm trading policies and procedures as described further in Item 12 below. Additionally, with pre-clearance, employees may invest in private investment partnerships and hold accounts over which the employee has no influence or control, such as an account managed by an independent investment adviser on a discretionary basis. ACM’s Code is available for review and will be provided to any investor in the Funds upon request. Securities in which ACM or an Affiliate has a Material Financial Interest Although ACM does not generally engage in Cross Trades, ACM may determine that it would be in the best interests of certain Funds to transfer a security from one Fund 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 Funds, or to reduce transaction costs that may arise in an open market transaction. If ACM decides to engage in a Cross Trade, ACM will determine that the trade is in the best interests of each Fund involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those Funds. To the extent that Cross Trades may be viewed as principal transactions due to the ownership interest in a Fund by ACM or its personnel, ACM will comply with the requirements of Section 206(3) of the Advisers Act, including that any such transactions will be considered on behalf of investors in such a Fund and approved or disapproved by a committee consisting of one or more persons selected by ACM (or its affiliate), and any valuation approved by such a committee will be determined by an independent third party that has appropriate experience in providing such valuations. Investing in Securities that ACM or an Affiliate recommends to the Funds The Code places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to ACM on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, ACM’s employees may not engage in personal securities trading in individual

securities and derivatives thereon; and may only dispose of securities held in their respective personal trading accounts. Any such disposition of securities must be pre-cleared. Employees may purchase and sell mutual funds and ETFs. Some Funds may invest in the same or similar mutual funds and ETFs. Also, with pre-clearance, employees may invest in private investment partnerships and hold accounts over which the employee has no influence or control. Accounts managed by ACM with full discretion for the benefit of ACM employees or related persons, as with other client accounts, are not subject to the personal trading restrictions. These accounts are considered client accounts and are therefore subject to the same aggregation and prorata allocation as all other clients as described below in Item 12 Brokerage Practices. Employee and related person accounts managed by ACM do not receive preferential treatment in the trade allocation process. ACM, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for the Funds. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Funds. Potential conflicts also may arise due to the fact that ACM and its personnel may have investments in some Funds, but not in others or may have different levels of investments in the various Funds. ACM has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as Fund trades. Conflicts of Interest Created by Contemporaneous Trading ACM manages investments on behalf of a number of Funds. Certain Funds have investment programs that are similar or overlap and may, therefore, participate with one another in investments. It is the policy of ACM to allocate investment opportunities among all Funds fairly, to the extent practical, and in accordance with each Fund’s applicable investment strategies, over a period of time. ACM will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to any Fund solely because ACM purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to any Fund if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practical or desirable for the Fund. When it is determined that it would be appropriate for the Funds and one or more other investment accounts managed by ACM or its affiliates to participate in an investment opportunity, ACM will seek to execute orders for all of the participating investment accounts, on a fair and equitable basis, taking into account such factors as the relative amounts of capital available for new investments, relative exposure to short-term market trends, and the investment programs and portfolio positions of the Funds and the affiliated entities for which participation is appropriate. Orders may be combined for all such accounts, and if any order is not filled at the same price, they may be allocated on an average price basis. Similarly, if an order on behalf of more than one account

cannot be fully executed under prevailing market conditions, securities may be allocated among the different accounts on a basis that ACM considers equitable. ACM may desire to perform due diligence on a prospective investment opportunity where access to the underlying documentation relating to a potential issuer is only available to investors of record (and is not made available to prospective investors generally). In such an event, ACM may determine to make an investment in the underlying issuer (an “info investment”) in order to become an investor of record and gain access to such documentation that ACM may deem relevant for purposes of conducting enhanced due diligence on behalf of the Funds and one or more other investment accounts managed by ACM or its affiliates. In certain circumstances, an info investment may only be made by one such Fund or account despite the fact that an investment opportunity may be suitable for one or more Funds and accounts or ultimately consummated by one or more such other Funds and accounts. The costs and expense of an info investment will generally be allocated amongst such Funds and accounts in a manner that ACM determines to be equitable, it being understood that in certain circumstances, such costs and expenses may only be borne by a single Fund or account despite such opportunity having been diligenced on behalf of multiple Funds or accounts.

Brokerage Practices ACM has full discretionary authority to manage the Funds, including the authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction and commissions paid. Portfolio transactions for the Funds will be allocated to brokers on the basis of best execution and in consideration of a broker’s ability to effect the transactions, its order routing systems, reliability and financial responsibility and the provision or payment by the broker of the costs of research and research-related services which are of benefit to the Funds. Accordingly, the commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to the Funds by brokers in the foregoing circumstances may be higher than those charged by other brokers who may not offer such services. The use of commissions or “soft” dollars (or dealer markups and markdowns arising in connection with riskless principal transactions) for research and research-related services will come within the safe harbor for the use of soft dollars provided under Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended. Subject to the considerations described above, the selection of a broker (including a prime broker) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services may be influenced by, among other things, the provision by the broker of the following: capital introduction, marketing assistance, consulting with respect to technology, operations, equipment and office space, talent introduction services, commitment of capital, access to company management, access to deal flow, access to research and investment idea generation. Neither ACM nor the Funds separately compensate any broker for any of these other services.

Goldman, Sachs & Co. (“Goldman Sachs”) currently serves as the prime broker for the Funds. Goldman Sachs clears (generally on the basis of payment against delivery) the Funds’ securities transactions that are effected through other brokerage firms. The Funds are not committed to continue their relationship with Goldman Sachs for any minimum period and ACM may select other brokers to act as prime broker(s) for the accounts. When possible, orders for the same security are generally combined to facilitate best execution concerns. ACM effects such combined transactions with the intent that no participating Fund is favored over any other Fund. Specifically, each Fund that participates in a combined transaction will participate in its pro rata portion of the transaction. Securities purchased or sold in a combined transaction are allocated pro rata, when possible, to the participating Fund accounts generally in proportion to the size of the order placed for each account. In some instances, where appropriate, the Funds included in a combined transaction may receive the average share price for all of ACM’s transactions in that security on that business day, with respect to that combined order. The Company may, however, increase or decrease the amount of securities allocated to each account if necessary to avoid holding odd-lot or small numbers of shares for particular Funds or for other reasons. Additionally, if the Company is unable to fully execute a combined order and ACM determines that it would be impractical to allocate a small number of securities among the accounts participating in the transaction on a pro rata basis, the Company may allocate such securities in a manner determined in good faith to be a fair allocation. In the event that a Fund incurs a trade error, such trade errors are (i) promptly reported to ACM’s Chief Compliance Officer and (ii) corrected by ACM as soon as practicable, in a manner that seeks to minimizes any losses. Any profit that results from a trade error is left in the account of the applicable Fund. Broker-dealers that cause trade errors as a result of their own mistakes should be responsible for any losses that result from such errors. Pursuant to various exculpation and indemnification provisions, ACM generally will not be liable to the Funds for any act or omission, absent bad faith, gross negligence, willful misconduct or fraud. Accordingly, trade errors generally will be borne by the Funds, unless the trade error is a result of the bad faith, gross negligence, willful misconduct or fraud of ACM.

Client Referrals and Other Compensation ACM does not compensate any person for client referrals and does not receive economic benefits from non-clients for providing investment advice and other advisory services.

Disciplinary Information There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of ACM’s advisory business or the integrity of ACM’s management.

Review of Accounts ACM reviews and analyzes its existing positions and other opportunities on an ongoing basis, in connection with its investment decision-making process. ACM also performs various daily, weekly, monthly, quarterly and periodic reviews of the Funds’ portfolios, including for valuation and other purposes. Investors in the Funds typically receive monthly or quarterly account statements, quarterly management reports and a copy of the audited financial statements of the relevant Fund within 120 days after the fiscal year-end of a Fund. In addition, quarterly reports setting forth portfolio data including an analysis of portfolio exposure may be provided to investors. ACM may from time to

time provide additional information relating to the Funds to one or more investors in connection to requests from investors or as it otherwise deems appropriate.

Custody Rule 206(4)-2 promulgated under the Advisers Act (the “Custody Rule”) (and certain related rules and regulations under the Advisers Act) imposes certain obligations on registered investment advisers that have custody or possession of any funds or securities in which any client has any beneficial interest. An investment adviser is deemed to have custody or possession of client funds or securities if the adviser directly or indirectly holds client funds or securities or has the authority to obtain possession of them (regardless of whether the exercise of that authority or ability would be lawful). ACM is required to maintain the funds and securities (except for securities that meet the privately offered securities exemption in the Custody Rule) over which it has custody with a “qualified custodian.” Qualified custodians include banks, brokers, futures commission merchants and certain foreign financial institutions. Rule 206(4)-2 imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors) and surprise examinations relating to such clients’ funds or securities. However, an adviser need not comply with such requirements with respect to pooled investment vehicles if each pooled investment vehicle: (i) is audited at least annually by an independent public accountant and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to their investors, all limited partners, members or other beneficial owners within 120 days of its fiscal year-end. ACM relies upon this audit exception with respect to the Funds.

Investment Discretion ACM and its affiliates have been appointed as the investment manager, management company, manager or general partner of the Funds with discretionary trading and investment authorization. ACM and its affiliates have full discretionary authority with respect to investment decisions, and its advice with respect to the Funds is made in accordance with the investment objectives and guidelines as set forth in each Fund’s respective offering memorandum. ACM and its affiliates assume discretionary authority to manage the Funds through the execution of investment

management agreements or through the organizational documents of the Funds (e.g., limited partnership agreements).

Voting Client Securities ACM intends to vote proxies in a manner that best serves the interests of the Funds, as determined by the Chairman or a delegate in his/her discretion on a case-by-case basis. Upon receipt of a proxy request, ACM’s operations team facilitates the routing to the Chairman or his delegate, actual voting of the proxies in a timely manner and in accordance with the Chairman’s or his delegate’s instructions and maintaining records of all proxy votes. ACM’s proxy voting policy is designed to ensure that if a material conflict of interest is identified in connection with a particular proxy vote, that the vote is not improperly influenced by the conflict. Conflicts may arise from time to time in relation to proxy voting requirements. ACM monitors all proxies for any potential conflicts of interest. If a material conflict of interest arises, ACM’s Chief Compliance Officer will work with outside counsel to determine the appropriate handling and voting decision for the proxy proposal. A record of all proxy votes cast on behalf of the Funds is maintained and available for review. Investors should contact ACM’s General Counsel, at the phone number on the cover of this Brochure for a copy of the proxy voting policy or information with respect to a specific proxy vote.

Financial Information ACM is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual or fiduciary commitments to its Funds and has not been the subject of a bankruptcy petition at any time during the past ten years.