HIGHBRIDGE CAPITAL MANAGEMENT LLC

This brochure relates to the investment advisory services offered by Highbridge Capital Management, LLC (“HCM”). HCM is registered with the Securities and Exchange Commission (the “SEC”) as an investment adviser pursuant to the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). HCM generally provides investment advisory services directly to its Clients (as defined herein). HCM is a global alternative investment management firm founded in 1992. The firm has developed a leading, diversified investment platform that currently offers credit, relative value and volatility focused private investment funds. HCM manages capital for sophisticated investors, including financial institutions, public and corporate pension funds, sovereign wealth funds, endowments and family offices. HCM is based in New York with a research presence in London. HCM, together with 55I, LLC, Bear Stearns Asset Management Inc., Campbell Global, LLC, J.P. Morgan Alternative Asset Management, Inc., JPMorgan Asset Management (Asia Pacific) Limited, JPMorgan Asset Management (UK) Limited, J.P. Morgan Investment Management, Inc., JPMorgan Funds Limited, and Security Capital Research & Management Incorporated, each an SEC registered investment adviser, various affiliated foreign investment advisers and the asset management division of JPMorgan Chase Bank, N.A. comprise the Asset Management (“AM”) business of J.P. Morgan Asset & Wealth Management. J.P. Morgan Asset Management is the marketing name for the AM businesses of JPMorgan Chase & Co. and its affiliates worldwide. HCM is a subsidiary of JPMorgan Asset Management Holdings Inc., a wholly owned, indirect subsidiary of JPMorgan Chase & Co. (together with its affiliates, or as the context otherwise requires, “JPM”). JPMorgan Chase & Co. is a publicly traded global financial services firm. HCM provides investment advisory services to Clients pursuant to the investment objectives, strategies and restrictions as set forth in each Client’s offering documents and/or agreements with each Client. HCM currently does not participate in wrap fee programs, but it may do so in the future. As of December 31, 2025, HCM had assets under management in the amounts set forth below: Assets Under Management

U.S. Dollar Amount

Assets Managed on a Discretionary Basis Assets Managed on a Non-Discretionary Basis

$ 7,552,169,082 $0

Total Assets Under Management

$ 7,552,169,082

HCM Funds Private collective investment vehicles including domestic and foreign partnerships and companies managed by HCM (other than the Co-Investment Vehicles (as defined below) (collectively, the “HCM Funds”)) pay to HCM a monthly or quarterly management fee at the end of the applicable period and performance compensation, as described below. HCM may contractually reduce, modify, rebate and/or waive, and, as described in Item 7, has in certain circumstances reduced, modified, rebated and/or waived, some or all of its management fee and/or performance compensation, as applicable, with respect to any investor in an HCM Fund, and intends to reduce, modify, rebate and/or waive some or all of its management fee and/or performance compensation with respect to, but not limited to, principals, employees and certain affiliates of, or investment funds managed by, HCM and its affiliates. The HCM Funds are comprised of open-end private investment fund structures (the “HCM Open-End Funds”) and closed-end private investment fund structures (the “HCM Closed-End Funds”). Generally, each of the HCM Open-End Funds and the HCM Closed-End Funds is comprised of multiple investment vehicles. HCM Open-End Funds The management fee for the HCM Open-End Funds is based on the net assets of each HCM Open-End Fund and is generally equal to a rate of 2.0% per annum. In addition, HCM, either as trading manager or special limited partner of each HCM Open-End Fund, is entitled to receive performance compensation. The performance compensation is generally equal to 20% of the net trading profits of each HCM OpenEnd Fund with respect to each fiscal year, and is generally payable as of the fiscal year end. HCM Closed-End Funds The management fee for the HCM Closed-End Funds is based on either the net invested capital or net asset value of the relevant HCM Closed-End Fund and is generally equal to a rate of 1.50% per annum. In addition, a subsidiary of HCM, as special limited partner of the HCM Closed-End Funds, is entitled to receive a 20% carried interest, subject to a preferred return, from the relevant HCM Closed-End Funds. HCM is in the process of winding down an HCM Closed-End Fund and has ceased charging management fees with respect to such fund. Co-Investment Vehicles HCM has organized a co-investment fund, comprised of multiple investment vehicles, to co-invest with certain of the HCM Funds (the “Co-Investment Vehicles” and together with HCM Funds, “Clients”). The management fees and performance compensation paid by the Co-Investment Vehicles to HCM are negotiated on an investment mandate-by-investment mandate basis, and certain investments are not subject to any management fees.

The management fees and performance compensation described under this Item 5 are deducted from Clients’ assets. In addition to the foregoing fees and compensation, Clients, where applicable, will generally pay their organizational, offering, investment, operating and other expenses as further detailed in the relevant Client’s offering materials. Such investment, operating and other expenses generally include, without limitation: (i)

expenses related to investments, whether or not such investments are consummated (including all direct expenses, investment expenses (e.g., brokerage commissions, exchange, National Futures Association and clearing fees, interest expenses, borrowing costs, commitment fees and other finance charges, clearing and settlement charges, custodial fees, bank service fees and fees of unaffiliated third parties in connection with the approval of principal and/or agency cross transactions), reverse breakup, termination and other similar fees, investment-related legal (including expenses associated with litigation and threatened litigation), consulting and other professional fees, accounting and tax expenses, expenses related to regulatory and compliance filings associated with investments such as Forms 13F, 13H, 13G/D, 3, 4, 5 and N-PX and other costs, fees and expenses relating to investments);

(ii)

compensation paid to boards of directors or general partners, as applicable;

(iii)

administrative, legal and accounting fees and expenses, and fees and out-of-pocket expenses of any services companies retained to provide certain services to the Clients (including valuation agents);

(iv)

travel, lodging and meal expenses related to due diligence meetings or other investmentrelated activities (including in connection with consummated and unconsummated investment and disposition opportunities);

(v)

fees and expenses related to administrative, regulatory and compliance filings or reports associated with the operations of the Client, including, without limitation, Regulation D filings, state “blue sky” filings and other jurisdictional reporting, Form PF and Form CPOPQR and filings or reports in connection with the Alternative Investment Management Fund Directive;

(vi)

other operating expenses such as, depending on the specific Client, the costs of computer software, administration, reporting or other back-office software (including the licensing thereof), market data pricing services, risk oversight services and systems, company or analyst conferences, research, due diligence, legal and regulatory analysis, fees and expenses related to the negotiation and preparation of, and compliance with, side letters with investors, accounting, audit, consulting and other professional fees and expenses and other services and costs; and

(vii)

extraordinary or non-recurring expenses (including expenses associated with litigation, threatened litigation, disputes and government or regulatory examinations or investigations of the Client or HCM, in each case in connection with the business of the Client, the amount of any judgment or settlement paid in connection therewith, or the enforcement of the Client’s or HCM’s rights against any person).

For the avoidance of doubt, the above expenses are not meant to be an exhaustive list. HCM Funds that invest all or a portion of their assets through another investment vehicle may also pay their respective pro

rata share of the expenses of such investment vehicle. The investment, operating and other expenses borne by the Co-Investment Vehicles are determined, and will vary, on an investment mandate-byinvestment mandate basis. In addition, HCM has in the past, and may again in the future, absorb certain expenses of certain Clients pursuant to expense caps or otherwise, including costs associated with the establishment and/or ongoing operation of the Clients or negotiations of joint venture agreements on behalf of co-investors. The HCM Funds will bear expenses associated with any proposed investment identified for the HCM Funds even if such investment is ultimately not completed. Certain series of the Co-Investment Vehicles, however, may not bear a portion of such expenses if the relevant co-investment is not completed. HCM and its affiliates frequently incur common fees and expenses on behalf of one or more Clients. HCM seeks to allocate such fees and expenses among the relevant Clients in a manner that is fair and equitable over time. HCM’s policies and procedures provide for the implementation of various methodologies by HCM to determine whether and how common expenses are allocated to such Clients. Despite HCM’s good faith judgment to arrive at a fair and equitable expense allocation methodology, the use of any particular methodology may lead a Client to bear relatively more expenses in certain instances and relatively less in other instances compared to what such Client would have borne if a different methodology had been used. Furthermore, expense allocation decisions involve potential conflicts of interest and often depend on subjective determinations. In addition, the portion of a common expense that HCM allocates to a Client for a particular product or service may not reflect the relative benefit derived by the Client from that product or service in any particular instance. Expense allocation decisions made by HCM in good faith will be final and binding on Clients. Each of the directors and general partners of the Clients, as applicable, will be generally responsible for all of its respective normal overhead expenses, including compensation for employees, rent, utilities and other similar items.

Investment Strategies HCM engages, on behalf of Clients, in credit, relative value and volatility focused investment strategies as summarized below. More detailed information with respect to the following investment strategies is included in each Client’s offering and/or disclosure documents. Each HCM Open-End Fund’s principal investment objective is to generate positive, alpha-driven returns through the application of both quantitatively driven and research-driven investment strategies. In pursuit of this objective, the HCM Open-End Funds seek to capitalize on market inefficiencies across a broad array of financial instruments, including convertible and non-convertible bonds, loans, credit default swaps, preferred and common equity, warrants, options, swaps, exchange-traded funds, special purpose acquisition companies, as well as other securities and derivatives. One of the HCM Open-End Funds currently constitutes “plan assets” for purposes of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, therefore, its investment program is subject to certain regulatory investment constraints imposed under ERISA. To seek to mitigate risk, the HCM Open-End Funds employ hedging techniques at both the overall portfolio level and, as deemed appropriate, the individual position level. The HCM Open-End Funds’ exposures are structured into distinct investment types (“Investment Types”), each grouping positions with similar risk-adjusted return profiles, as determined by Sharpe ratios. These Investment Types encompass a broad spectrum of strategies, including relative value, arbitrage, volatility trading, income generation, credit-focused and catalyst-driven approaches. For organizational and risk management purposes, the HCM Open-End Funds’ Investment Types are further consolidated into overarching strategy groups. The HCM Open-End Funds strategically allocate capital across their designated Investment Types, seeking opportunities that offer attractive risk-adjusted returns. The allocation and investment processes are supported by HCM’s proprietary data, advanced technology, infrastructure and risk management capabilities. The HCM Open-End Funds incorporate leverage into their investment program. The extent of leverage employed varies by Investment Type and is generally determined by considerations such as the liquidity of the exposure, the creditworthiness of the underlying assets, basis risk, directionality and the applicable hedge ratio. One HCM Closed-End Fund applies fundamental research to global investment opportunities primarily in the middle markets with a focus on North American and European investments in publicly traded and privately-held companies. This HCM Closed-End Fund directly originates investments through its proprietary sourcing network as well as actively participating in the secondary market, though this HCM Closed-End Fund will generally seek investments with a longer time horizon. To achieve its investment objective, this HCM Closed-End Fund seeks to combine income generated from secured or structurally protected investments and capital appreciation from special situation and distressed positions. This HCM Closed-End Fund may invest in and utilize a wide array of financial instruments to achieve its objectives, such as bonds, revolving loans, term loans, asset-backed funding facilities, royalty-based financings, convertible debt, warrants, rights, and preferred and common equity securities. In addition, this HCM Closed-End Fund may, from time to time, effect certain hedging and other derivative strategies in order to protect or preserve capital or for tactical reasons, including through investments in financial instruments related to the securities, companies, industries and sectors in which it invests. This HCM Closed-End Fund’s investment period has expired pursuant to the terms of its governing documents. Another HCM Closed-End Fund’s principal investment objective is to achieve a positive return on capital, seeking to capitalize on (i) instances of supply-demand capital imbalance that HCM observes, (ii) systemic longer-duration credit opportunities in the public middle market and (iii) dislocations that HCM identifies in the convertible debt market, the publicly traded healthcare universe, or elsewhere. The HCM Closed-End Fund seeks to, among other investments: (a) make secured, bilaterally negotiated, income11

generating investments, (b) provide structured capital solutions, often leveraging the presence of an issuer’s freely tradable equity and (c) source, in HCM’s view, dislocated instruments and execute exchange transactions among the “busted” convertible bond universe. The HCM Closed-End Fund seeks to target investment opportunities in the public middle markets with a focus on North American and European investments. To a lesser extent, the HCM Closed-End Fund may make investments in privatelyheld companies. To achieve its investment objective, the HCM Closed-End Fund seeks to combine (i) payments and accretion from investments in convertible debt instruments, including dislocated, eventdriven and “busted” convertible debt investments, (ii) gains from the execution of privately negotiated transactions or participation in public tender offers that may include, but are not limited to, debt-for-debt or debt-for-equity exchanges or debt repurchases, (iii) income generated from secured or structurally protected investments, which may be equity-linked, and (iv) to a lesser extent, capital appreciation from special situation investments. The HCM Closed-End Fund may also, from time to time, effect hedging and other derivative strategies in order to protect or preserve capital, in connection with corporate actions or for tactical reasons, including through investments in financial instruments related to the securities, companies, industries and sectors in which it invests. Certain strategies of the HCM Closed-End Funds overlap with certain of the strategies pursued by, and the investments held by, one or more other HCM Closed-End Funds and HCM Open-End Funds. Because the Co-Investment Vehicles invest alongside HCM Funds in one or more investments or categories of investments, a description of their investment strategies is not included above. Material, Significant or Unusual Risks Relating to Investment Strategies The investment strategies employed by HCM on behalf of Clients involve substantial risks, including the risk of loss of a Client’s entire investment. There can be no assurance that a Client will achieve its investment objective, and investment results may vary substantially from year to year. The following is a summary of some of the material risks associated with the investment strategies employed by HCM. Although it is comprehensive, the below list is not intended to be exhaustive and therefore not all possible risks have been described. More detailed information with respect to the following risk factors and the applicability of the following risk factors to each Client managed by HCM is included in each Client’s offering and/or disclosure documents. Risks Associated with Investing and Trading Instruments Instruments to Be Purchased. Certain Clients may purchase any type of debt or equity security or other instrument, including low rated or unrated debt instruments. Such instruments may offer higher yields than higher rated instruments, but may generally involve greater volatility of price and risk of principal and income, including the possibility of default by, or bankruptcy of, the issuers of the instruments. In addition, the markets for such instruments may be illiquid. Such Clients may purchase privately placed and unregistered instruments (including private investments in public equity (“PIPEs”)). Such Clients may invest in private and public debt owed by companies on either an assignment or participation basis. When a Client invests on a participation basis with a seller, it may not have direct access to the relevant key professionals leading the bankruptcy plan and will rely on information provided by the participation seller. Such Clients may enter into contracts with dealers as principal to purchase certain instruments. Such transactions are not subject to exchange rules. Such Clients may purchase instruments issued by the companies and governments of countries other than the United States, including developing countries. Such Clients may invest in the securities or other instruments of U.S. or non-U.S. open-ended or closedended investment companies, partnerships and other collective investment vehicles. Most partnerships and collective investment vehicles provide for withdrawal of interests only at specified intervals during a

year. Consequently, such Clients would be unable to liquidate those interests other than at the specified dates. Equity. Certain Clients invest in equity securities and equity-like securities. The value of such securities generally will vary with the performance of the issuer and movements in the equity markets. As a result, such Clients may suffer losses if they invest in equity securities and equity-like securities of issuers whose performance diverges from HCM’s expectations or if equity markets generally move in a single direction and the Clients have not hedged against such a general move. Long Equity Exposure. Certain Clients’ strategies involve long, unhedged or only partially hedged investments in, and exposure to, equities. Such investments may decline in value in the event of a general decline of the equity markets, a decline in a sector or a decline in a specific security. Risks of Publicly Traded Securities. Clients’ investments in publicly traded companies may be sensitive to movements in the stock market and trends in the overall economy. In addition, by investing in publicly traded investments, Clients will be subject to applicable laws and regulations which may, among other things, restrict or prohibit the Clients’ ability to sell an investment. Furthermore, Clients may be limited in their ability to make investments and to sell existing investments in public securities because HCM may have material, non-public information regarding the issuers of those securities or as a result of other JPM policies or obligations. Transactions in certain public securities, therefore, may be restricted. The inability to sell securities in these circumstances could materially adversely affect the investment results of a Client. Leverage and Short Exposure. Certain Clients may seek to maximize investment positions by borrowing funds. As a result, the possibilities of profit and loss are increased. Borrowing money to purchase investments will provide such Clients with the advantages of leverage but exposes them to capital risk and higher current expenses, including interest expenses. If such Clients do not secure leverage or lose their leverage, as described below, they may not meet their investment objectives. In addition, such Clients may not be able to obtain leverage on terms favorable to them and/or terms comparable to terms obtained by other private investment funds, including with respect to interest rates. Any gain in the value of investments purchased with borrowed money or income earned from these investments that exceeds interest paid on the amount borrowed would cause such a Client’s net asset value to increase more quickly than would otherwise be the case. Conversely, any decline in the value of the investments purchased would cause such a Client’s net asset value to decrease more quickly than would otherwise be the case. In addition to purchasing investments on margin, Clients may engage in short selling of securities. A short sale will result in a gain if the price of the securities sold declines sufficiently between the time of the short sale and the time at which securities are purchased to replace those borrowed. A short sale will result in a loss if the price of the securities sold short increases or does not decline sufficiently to cover transaction costs. Any gain would be decreased and any loss would be increased by the amount of any premium or interest which a Client may be required to pay with respect to the borrowed securities. A short sale involves a risk of a theoretically unlimited increase in the market price of the security that would result in a theoretically unlimited loss. In addition, should the securities pledged to brokers to secure a Client’s margin accounts decline in value, the Client could be subject to a “margin call,” pursuant to which the Client would be required either to deposit additional funds or securities with the broker or to suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of a Client’s assets, the Client might not be able to liquidate assets quickly enough to satisfy its margin requirements. Certain Clients may borrow money from banks. Such borrowing will increase the Client’s leverage and, therefore, will create the same risks attendant to purchasing securities on margin. The Client will provide collateral to the banks from which it borrows by registering the interests of the Client in the names of

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As described in the responses to Items 4 and 5, HCM provides investment advisory services to (i) the HCM Funds, and (ii) the Co-Investment Vehicles. The Clients are U.S. and non-U.S. investment limited partnerships, companies and other vehicles that are not registered or required to be registered under the U.S. Investment Company Act of 1940, as amended. In addition, the securities issued by the Clients are not registered or required to be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), and are privately placed to qualified investors in the United States and elsewhere. The investors in the HCM Funds and Co-Investment Vehicles are primarily sophisticated investors, which may include, but are not limited to, financial institutions, public and corporate pension funds, sovereign wealth funds, endowments, high net worth investors and family offices. Each investor in the HCM Funds and CoInvestment Vehicles is subject to suitability requirements as set forth in the applicable Client’s offering and subscription documents. Generally, the minimum initial investment amount for investors in the HCM Funds is between $5,000,000 and $10,000,000. The minimum initial investment amount generally can be waived at HCM’s discretion, but not below an amount required under applicable law. The minimum investment amounts for the CoInvestment Vehicles are determined on an investment mandate-by-investment mandate basis. Side Letters; Preferential Terms The Clients and/or HCM from time to time enter into side letters or other similar agreements with investors in connection with their investment in a Client without the approval of any other investor in such Client. The side letters or other similar agreements have the effect of establishing rights (including economic terms) under, or altering or supplementing the terms of, the governing documents of the Client with respect to one or more such investors in a manner more favorable to such investors than those applicable to other investors. Currently, certain investors in the HCM Funds have side letters or other similar agreements granting one or more additional rights with respect to their investments, including, but not limited to: (i) fee and other economic arrangements including, but not limited to, reductions, modifications and waivers and/or rebates of fees or other compensation; (ii) exclusion rights applicable to particular investments, including without limitation, as a result of an investor’s specific policies or certain violations of federal, state or non-U.S. laws, rules or regulations; (iii) waivers of minimum investment amounts; (iv) “most favored nation” provisions; (v) additional or modified reporting obligations (such as notification of certain events involving an HCM Fund, HCM and/or certain principals thereof) or other enhanced information rights (such as receiving information regarding portfolio positions and their valuations and risk profiles, including on a more frequent basis); (vi) waiver of certain confidentiality obligations; (vii) rights with respect to certain transfers by an investor; (viii) rights or terms of an investor, or obligations and restrictions on HCM and/or an HCM Fund, necessary in light of particular legal, tax, regulatory or policy characteristics of an investor, including structuring of investments; (ix) agreements to provide information or assist in connection with an investor’s tax reporting and/or filing obligations or the taking or defending of tax positions; (x) rights with respect to distributions including in kind proceeds, holdback amounts and clawback provisions; and (xi) certain obligations and restrictions on HCM, the HCM Fund general partner (or similar managing fiduciary) or an HCM Fund with respect to the exercise of its discretion on certain matters, including amendments, exercising default remedies and disclosure of certain investor-related information. In addition, currently certain investors in the CoInvestment Vehicles have side letters granting rights necessary in light of tax characteristics of the investors as well as certain other rights. The Clients and/or HCM without further act, approval or consent of any other person (including any investor) may in the future enter into side letters or other similar agreements providing the rights or terms described above and/or additional rights or terms. In addition, certain investors (such as affiliated or related investors or investors that utilize the same advisor or

consultant) have been permitted to aggregate their assets for purposes of fee reductions and/or “most favored nation” provisions. Furthermore, JPM and HCM from time to time enter into strategic partnerships directly or indirectly with investors that commit significant capital to a range of products and/or investment ideas sponsored by JPM and/or HCM. Such arrangements include JPM or HCM granting fee rebates or certain preferential terms to such investors, including blended management fee and performance compensation rates that are lower than those applicable to the relevant HCM Fund when applied to the entire strategic partnership. Such preferential terms are not subject to any “most favored nation” provisions of side letters or other similar agreements.

As described in the response to Item 5 above, HCM receives management fees and/or performance- based compensation, directly or indirectly, from its Clients. HCM may in the future simultaneously manage Clients that are charged performance-based fees and other Clients that are charged only asset-based fees. These Clients may utilize substantially similar investment strategies and invest in substantially similar assets types. This portfolio management relationship is often referred to as “side-by-side management.” Clients that pay performance-based fees reward HCM based on the performance in those Client accounts. As a result, performance-based fee arrangements provide a heightened incentive for HCM to make investments that present a greater potential for return but also a greater risk of loss and that may be more speculative than if only asset-based fees were applied. On the other hand, compared to a Client that is charged performance-based fees, HCM will have an interest in engaging in relatively safer investments when managing Client accounts that pay asset-based fees. The side-by-side management of Client accounts that pay performance-based fees and Client accounts that pay an asset-based fee only creates a conflict of interest because there is an inherent incentive for HCM to favor accounts with the potential to receive greater fees. For example, HCM will be faced with a conflict of interest when allocating scarce investment opportunities given the possibility of greater fees from Clients that pay performance-based fees as opposed to Clients that do not pay performance-based fees. See also the discussion under “Participation or Interest in Client Transactions and Other Conflicts of Interest - Conflicts Related to the Advising of Multiple Accounts” under Item 10 below. To address these types of conflicts, HCM has adopted policies and procedures pursuant to which investment opportunities will be allocated among Clients in a manner that HCM believes, in its sole discretion and consistent with its fiduciary obligations to its Clients, to be fair and reasonable over time. In addition to the aforementioned policies and procedures, HCM also monitors a variety of areas, including compliance with IPO purchases and new issue allocation decisions.

Registration Status HCM is not a registered broker-dealer; however certain HCM management persons are registered with the Financial Industry Regulatory Authority, Inc. (“FINRA”) as representatives of J.P. Morgan Institutional Investments Inc. (“JPMII”), an affiliated broker-dealer, if necessary or appropriate to perform their responsibilities. HCM is registered with the CFTC as a commodity trading advisor (“CTA”) and a commodity pool operator (“CPO”). HCM is also a member of the National Futures Association (“NFA”). In addition, certain HCM management persons are regulated by and registered with the CFTC, and members of NFA, as “associated persons” of HCM, if necessary or appropriate to perform their responsibilities. Service Agreements with Financial Industry Affiliates HCM may use, suggest or recommend its own services or those of its affiliates. The particular services involved will depend on the types of services offered by the affiliate. The arrangements may involve the payment of compensation by HCM and/or a Client to such affiliate, subject to the requirements of applicable law. Compensation may take the form of commissions, markups, markdowns, services fees or other commission equivalents. Clients will not be entitled to any such compensation retained by HCM’s affiliates. Particular relationships may include, but are not limited to, those discussed below. Certain affiliates of JPM, including, but not limited to, JPMII, J.P. Morgan Securities LLC, JPMorgan Asset Management (UK) Limited, JPMorgan Asset Management (Europe) S.à.r.l., JPMorgan Asset Management (Switzerland) LLC, JPMorgan Asset Management (Japan) Limited and JPMorgan Asset Management (Canada) Inc. (collectively with their affiliates, “JPMS”) serve as placement agents for HCM Funds. Typically, such JPM affiliates do not receive placement fees directly from HCM Funds but in certain cases receives fees directly or indirectly from HCM and from certain investors subscribing for shares/interests in certain HCM Funds. JPM, by virtue of its indirect interest in HCM, indirectly benefits from the services of the placement agents that place shares/interests in HCM Funds by increasing the assets upon which HCM receives fees directly or indirectly from HCM Funds. In addition, the potential for placement agents affiliated with JPM, and for JPM itself, to receive (directly or indirectly) compensation in connection with certain investors’ subscriptions for shares/interests in HCM Funds creates a conflict of interest in recommending that the potential investors purchase such shares/interests. The remuneration relating to sales of shares/interests in HCM Funds from time to time will be greater than that of other products that such placement agents might offer on behalf of JPM or other sponsors and, in such cases, the placement agents will have an incentive to recommend and offer the shares/interests in HCM Funds to their clients. Affiliated Broker-Dealers Certain Clients engage in principal transactions with JPM and its affiliates as counterparty, including, but not limited to, J.P. Morgan Securities LLC, J.P. Morgan Securities plc, and JPMorgan Chase Bank, N.A., and may do so in the future. Certain Clients may also engage in agency cross transactions with or through JPM and its affiliates with respect to which JPM or its affiliates receive commissions, fees or markups. These transactions create a conflict of interest between HCM’s interest in assuring that Clients receive best execution on all transactions and in limiting or reducing the fees paid by the Clients, and HCM’s interest in generating additional profits and fees for JPM and its affiliates. Please

refer to Item 11 – Principal Transactions, Cross and Agency Cross Transactions for further detail on conflicts related to such transactions. Affiliated Electronic Communication Networks HCM utilizes JPMS as an executing broker in transactions for Clients. In such instances, HCM acts in a fiduciary capacity and JPMS receives normal consideration for the services it renders. HCM may effect trades on behalf of Client accounts through exchanges, electronic communication networks or other alternative trading systems (“ECNs”), including ECNs sponsored by JPM or in which HCM or its affiliates have a direct or indirect ownership interest or on which HCM or its affiliates have a board seat. JPM typically receives compensation based upon its ownership percentage in relation to the transaction fees being charged by the ECNs. In certain instances, HCM and/or its affiliates may be deemed to control one or more such ECNs based on the level of such ownership interest and board representation. If HCM directly or indirectly effects Client trades through ECNs in which HCM or its affiliates have an ownership interest, HCM or its affiliates, as applicable, will receive a direct or indirect economic benefit based on their ownership interest. The ECNs on which HCM trades for Client accounts and in which HCM or its affiliates own interests may change from time to time. Certain ECNs offer cash credits for orders that provide liquidity to their books and charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that HCM receives from one or more ECNs may exceed the amount that is charged. Certain ECNs through which HCM may directly or indirectly effect Client trades execute transactions on a “blind” basis, so that a party to a transaction does not know the identity of the counterparty to the transaction. It is possible that an order for a Client account that is executed through such an ECN could be automatically matched with a counterparty that is (i) another investment advisory or brokerage Client of HCM or one of its affiliates or (ii) HCM or one of its affiliates acting for its own proprietary accounts. Other Affiliations Certain Clients will be treated as affiliated entities of HCM and its affiliates for purposes of Sections 23A and B of the Federal Reserve Act, as amended. Those sections require that banking subsidiaries of JPM comply with certain standards and restrictions in dealing with affiliates such as HCM. As a result, certain Clients may be prohibited from engaging in certain transactions directly with JPM. Certain Clients may be deemed indirectly “controlled” for purposes of the U.S. Bank Holding Company Act of 1956, as amended (the “BHCA”). As a result, so long as such Clients are deemed “controlled,” those Clients will be limited in investment activities, including the amount of their equity investment in a particular issuer, the length of time that they may hold a particular investment, and if applicable, the ability to have input into the business plans of an issuer. In addition, during any time Clients are deemed “controlled,” for purposes of calculating maximum permitted ownership under various statutes, positions held by such Clients will be aggregated with positions held by JPM and certain accounts managed by affiliates of JPM. For a discussion on any material conflicts of interest between HCM and the Clients as a result of these affiliated relationships, see Item 11 at Participation or Interest in Client Transactions and Other Conflicts of Interest.

Code of Ethics HCM has adopted a Code of Ethics (the “Code of Ethics”) pursuant to Rule 204A-1 under the Advisers Act. The Code of Ethics is designed to ensure that employees comply with applicable federal securities laws and place the interests of clients first in conducting personal securities transactions. The Code of Ethics imposes certain restrictions on securities transactions in the personal accounts of covered persons to help avoid or mitigate conflicts of interest, as described more fully below. A copy of the Code of Ethics is available to any Client or prospective client upon request by contacting Investor Relations at (212) 2872500. The Code of Ethics contains policies and procedures relating to: •

Account holding reports, personal trading, including reporting and pre-clearance requirements for all employees;

•

Confidentiality obligations;

•

Employee conflicts of interest, which includes guidance relating to restrictions on trading on MNPI, gifts and business hospitality, political and charitable contributions and outside interests; and

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Escalation guidelines for reporting Code of Ethics violations.

In general, the personal trading rules under the Code of Ethics require that accounts of principals, officers, directors, employees and other persons associated with HCM or designated by the Compliance Department (“Supervised Persons”) are properly disclosed and generally maintained with an approved broker. All trades in reportable securities for such accounts are required to be pre-cleared and are monitored by compliance personnel. The Code of Ethics also prohibits certain types of trading activity, such as short-term and certain speculative trades. Employees must obtain approval prior to engaging in all covered security transactions, including those issued in private placements. Supervised Persons may from time to time purchase interests in one or more Clients subject to JPM policies and procedures, including relevant regulatory requirements such as the Volcker Rule. Additionally, the Code of Ethics generally prohibits Supervised Persons from executing personal trades in a security or similar instrument to a Client transaction during certain blackout periods. These disclosure obligations and restrictions are designed to mitigate conflicts of interest that may arise if Supervised Persons transact in the same securities as Clients. Additionally, all employees are subject to the JPM Code of Conduct (the “Code of Conduct”). The Code of Conduct sets forth restrictions regarding confidential and proprietary information, information barriers, private investments, outside interests and personal trading. All employees are required to familiarize themselves with, comply with, and attest annually to their compliance with the provisions of the Code of Conduct’s terms as a condition of continued employment. Participation or Interest in Client Transactions and Other Conflicts of Interest JPM Acting in Multiple Commercial Capacities JPM is a diversified financial services firm that provides a broad range of services and products to its clients (which may include SPAC issuers) and is a major participant in the global currency, equity,

commodity, fixed-income and other markets in which HCM’s Clients invest or may invest. JPM is typically entitled to compensation in connection with these activities and Clients will not be entitled to any such compensation. In providing services and products to HCM’s Clients and Affiliated Group Accounts (as defined below), JPM faces conflicts of interest with respect to activities recommended to or performed for a Client on one hand and for Affiliated Group Accounts (including SPAC issuers) on the other hand. For example, JPM has, and continues to seek to develop, banking and other financial and advisory relationships with numerous U.S. and non-U.S. persons and governments. JPM also advises and represents potential buyers and sellers of businesses worldwide. Certain Clients have invested in, or may wish to invest in, such entities represented by JPM or with which JPM has a banking, advisory or other financial relationship. In addition, certain clients of JPM, including HCM’s Clients, may invest in entities in which JPM holds an interest. In providing services to its clients and as a participant in global markets, JPM from time to time recommends or engages in activities that compete with or otherwise adversely affect a Client or its investments. It should be recognized that such relationships can preclude a Client from engaging in certain transactions and/or constrain a Client’s investment flexibility. For example, JPM is often engaged by companies as a financial advisor, or to provide financing or other services, in connection with commercial transactions that are potential investment opportunities for Clients. There are circumstances in which Clients are precluded from participating in such transactions as a result of JPM’s engagement by such companies. JPM reserves the right to act for these companies in such circumstances, notwithstanding the potential adverse effect on Clients. In addition, JPM derives ancillary benefits from HCM providing investment advisory and other services to Clients, and providing such services to Clients or fees paid to third party service providers engaged by HCM on behalf of Clients may enhance JPM’s relationships with various parties, facilitate additional business development and enable JPM to obtain additional business and generate additional revenue. For example, Clients have licensed certain back-office software and data warehouse solutions from Arcesium LLC (“Arcesium”). JPM holds a noncontrolling, minority equity interest in Arcesium and an employee of JPM serves on the board of Arcesium. In connection with JPM’s minority equity ownership interest in Arcesium, JPM is expected to receive certain economic benefits as a result of fees paid to Arcesium from the Clients’ licensing engagements. The following are descriptions of certain additional conflicts of interest and potential conflicts of interest that may be associated with the financial or other interests that JPM may have in transactions effected by, with, or on behalf of the Clients. In addition to the specific mitigants described further below, HCM has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate conflicts of interest. In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law (including ERISA if applicable), unless an exception is available. JPM Service Providers and Its Relationships with Issuers of Debt or Equity Instruments in Client Portfolios JPM from time to time provides financing, consulting, investment banking, management, custodial, transfer agency, shareholder servicing, treasury oversight, administration, distribution, underwriting (including participating in underwriting syndicates), placement, brokerage (including prime brokerage) and other services to its clients (including companies in which HCM invests or recommends for investment on behalf of Clients), and receives customary compensation from such entity which is the issuer of equity or debt securities or the borrower with respect to a loan investment purchased or held by certain Clients. These relationships generate revenue to JPM and could influence HCM in deciding whether to select or recommend such companies for investments by a Client, in deciding how to manage such investments and in deciding when to realize such investments. In addition, JPM derives ancillary benefits from providing these services. For example, investing a Client’s assets in a third party product enhances JPM’s relationship with such investment product and its affiliates and could facilitate additional

business development or enable JPM or HCM to obtain additional business and generate additional revenue. In providing these services, JPM could also act in a manner that is detrimental to a Client, such as when JPM is providing financing services and it determines to close a line of credit to, to not extend credit to, or to foreclose on the assets of, an investment vehicle or a company in which a Client invests, or when JPM advises a client and such advice is adverse to the Client. When JPM acts in such capacities, its representatives will in certain cases be in possession of information not available to others, and such representatives may act on the basis of such information in ways that have an adverse effect on the Client. Any fees or other compensation received by JPM in connection with such activities will not be shared with Clients or their investors. Such compensation could include financial advisory fees, monitoring fees, advisor fees or fees in connection with restructurings or mergers and acquisitions, as well as underwriting or placement fees, financing or commitment fees, trustee fees and brokerage fees. Moreover, when JPM provides or arranges financing to a company in which a Client has invested, the holder of the senior securities (including JPM and its clients) may have, and in the event of the company’s financial distress or insolvency will have, interests substantially divergent from those of the Client. There can be no assurance that JPM will be able to accommodate the interests of Clients or their investors. Client Participation in Offerings where JPM acts as Underwriter or Placement Agent If permitted by a Client’s investment objectives, and subject to compliance with applicable law (including ERISA, if applicable), regulations and exemptions, HCM will purchase securities for Clients or participate in offerings including, but not limited to, IPOs, secondary offerings and new issuances of debt, in which JPM acts as a manager, co-manager, underwriter, placement agent, arranger or in another capacity in which JPM or an affiliate receives fees or other compensation. In addition, an investment could be made where there is an indirect benefit to JPM (e.g., if the proceeds of the investment were used by the issuer to repay a loan that had been provided to the issuer by JPM). Purchases may also be made in offerings where JPM (or one or more funds advised by its affiliates) is a selling shareholder. JPM typically receives a benefit in the form of management, underwriting or other fees. Affiliates of HCM also act in other capacities in such offerings and such affiliates will receive fees, compensation, or other benefit for such services. The commercial relationships and activities of HCM’s affiliates may at times indirectly preclude HCM from engaging in certain transactions on behalf of its Clients and constrain Clients’ investment flexibility. In such cases, the universe of potential securities and counterparties available to HCM’s Clients will be smaller than that available to clients of advisers that are not affiliated with major broker-dealers. Participation in such offerings is reviewed by HCM to identify potential conflicts in accordance with internal procedures. Conflicts Related to Advisors and Service Providers Certain advisors and service providers to the Clients (including accountants, administrators, lenders, bankers, brokers, futures commission merchants, derivatives counterparties, attorneys, specialists, technology and professional services firms and consultants) or their affiliates provide goods or services to, or have business, personal, financial or other relations with JPM and/or HCM and their affiliates, principals and employees (and their respective family members or relatives), advisory clients and portfolio companies. Such advisors and service providers may be clients of JPM and HCM, sources of investment opportunities, co-investors, commercial counterparties or entities in which JPM has an investment. Additionally, certain employees of JPM or HCM could have family members or relatives employed by such advisers and service providers. These relationships could have the appearance of affecting or potentially influencing HCM in deciding whether to select or recommend and/or retain such service providers to perform services for the Clients or investments held by the Clients (the cost of which will generally be borne directly or indirectly by the Clients). Further, the service providers to a Client, and the fees and expenses payable thereto, can change at any time.

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Selection Criteria, Generally In general, Clients will invest directly or indirectly in securities and other investments. HCM may select any broker or dealer, including its affiliates, and has a formal review process to approve such relationships. HCM, as an investment adviser, is under a duty to obtain “best execution,” which the SEC generally describes as a duty to execute securities transactions so that a Client’s total costs or proceeds in each transaction are the most favorable under the circumstances. This duty generally begins with a requirement that HCM obtain the best price available for the securities in each transaction. However, HCM may not always pay the lowest possible commission or markup or markdown, but may take into account a number of factors when determining best execution, including, but not limited to, a broker’s trading expertise, reliability, responsiveness, reputation, execution, clearance, settlement and willingness to commit capital, access to a particular trading market, access to liquidity, availability of securities to borrow or short sales, and the value of research it provides. HCM may give consideration to certain of these factors more than others in choosing brokers depending on the particular investment strategy at issue. HCM conducts periodic reviews of the execution quality provided by broker-dealers used by HCM. HCM may have an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than solely relying on receiving the most favorable execution. Soft Dollars In choosing brokers and dealers, HCM will consider a range of criteria. For the most part, HCM will consider a combination of brokerage cost and execution quality in order to obtain best execution in line with its regulatory requirements. However, this will not necessarily result in a selection of the broker or dealer with the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. HCM may consider the value of research services or products that a broker-dealer provides to a Client. Because many of those research services could benefit HCM and another Client, a conflict of interest may exist in allocating a Client’s brokerage business. HCM intends to comply with Section 28(e) of the Exchange Act, except with respect to securities transactions for which Section 28(e) is unavailable. Under Section 28(e), HCM’s use of a Client’s commission dollars to acquire research products and services is not a breach of its fiduciary duty to the Client—even if the brokerage commissions paid are higher than the lowest available—as long as (among certain other requirements) HCM determines that the commissions are reasonable compensation for both the brokerage services and the research acquired. The “safe harbor” under Section 28(e) applies to the use of a Client’s “soft dollars” even when the research acquired is used in making investment decisions for other Clients. Conversely, the research information provided to HCM by brokers through which another Client effects securities transactions may be used by HCM or its affiliates in providing services to such other Clients. The safe harbor is not available where transactions are effected on a principal basis with a markup or markdown paid to the broker-dealer, and is not available for services or products that do not constitute research. Additionally, the safe harbor is not applicable to futures transactions. HCM does not currently participate in any soft dollar arrangements. Prime Brokers and Futures Commission Merchants Prime brokers and futures commission merchants provide a variety of services to Clients, which may include, but are not limited to, clearance and settlement of transactions, placement agent services, custody of the Clients’ investment instruments and cash, extending margin credit to Clients, arranging for stock loans to implement short sales, lending of the Clients’ portfolio securities to third parties and capital introduction services whereby HCM may be afforded the opportunity by the prime brokers and/or futures

commission merchants to make a presentation regarding its services to certain qualified investors. While the prime brokers, futures commission merchants and/or their affiliates generally provide capital introduction services and certain other services at no additional cost, HCM, and not the Client, may be the principal or sole beneficiary of those services, thus presenting a potential conflict of interest between the Client and HCM, which is responsible for selecting the prime brokers and/or futures commission merchants and negotiating such Client’s brokerage, margin and other fees. HCM may have brokerage relationships with other Clients of HCM which could be expected to benefit such other Clients, thus presenting a potential conflict of interest between such other Clients and HCM. Directed Brokerage HCM does not currently have any Clients that engage in directed brokerage. Aggregation and Allocation Aggregation (or “bunching”) describes the practice of combining the orders of more than one Client for the purchase or sale of the same security. HCM may employ this practice because generally larger transactions may enable it to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. In the event that an aggregated order is not completely filled (or is filled throughout the trading day at different prices), the partially filled order (or the various prices) will be average priced and allocated on a fair and consistent basis. Subject to applicable law, including ERISA, HCM has developed policies and procedures that provide that it will allocate investment opportunities and make purchase and sale decisions between Clients in a manner that it considers, in its sole discretion and consistent with its fiduciary obligation to its Clients, to be fair and reasonable over time. When HCM makes such investment allocation determinations, it may consider a number of factors, which may change over time, including, among other factors, investment restrictions and objectives (including those set forth in the applicable partnership agreement or similar documents, where applicable), inflows and outflows of capital, strategy, risk profile, time horizon, tax sensitivity, tolerance for turnover, asset composition, diversification limitations, cash level (if any), applicable tax and regulatory considerations, life cycle, structure and other relevant factors. HCM’s allocation of investment opportunities among Clients and in the manner discussed herein are generally not expected to result in proportional allocations among such funds, and such allocations likely will be more or less advantageous to one or more of such funds relative to others. While HCM will allocate investment opportunities in a manner that it believes is fair and reasonable to its Clients under the circumstances over time and considering relevant factors, there can be no assurance that Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the potential conflicts of interest to which HCM expects to be subject did not exist. In addition, the terms, conditions and timing of investment and disposition of investments held by a Client will in certain cases be materially different from those of any such other Clients managed by HCM. Trade Errors Although HCM exercises due care in making and implementing investment decisions, its employees may from time to time make errors with respect to trades made on behalf of a Client. Examples of trade errors include: (i) the placement of orders (either purchases or sales) in excess of the amount of instruments HCM intended to trade; (ii) the sale of an instrument when it should have been purchased; (iii) the purchase of an instrument when it should have been sold; (iv) the purchase or sale of the wrong instrument; (v) the purchase or sale of an instrument contrary to explicit regulatory restrictions or any portfolio investment guidelines or explicit restrictions; and (vi) incorrect allocations of instruments.

Errors that do not result in transactions for a Client (such as transactions that result in loss of an investment opportunity) will not be viewed as trade errors. HCM will not be liable to a Client for any trading losses, liabilities, damages, expenses or costs resulting from a trade error by HCM unless such trade error was caused by HCM acting (or failing to act) in violation of the standard of liability protections afforded to HCM pursuant to the applicable Client’s offering documents. Because HCM does not remediate an error with respect to trades on behalf of a Client below such Client’s standard of liability, certain trade errors could negatively impact a Client’s performance and returns from time to time. Also, HCM will be conflicted when determining whether a trade error is a result of an action (or failure to act) by HCM that is in violation of the applicable standard of liability.

HCM directly or indirectly compensates persons for client referrals in accordance with applicable laws, including Rule 206(4)-1 under the Advisers Act, when applicable. Placement agents who refer investors to Clients are paid separately by HCM. Such placement agents include, but are not limited to, JPM affiliates. Certain placement agents, including affiliates of JPM, receive fees directly from investors subscribing for shares/interests in Clients, as the case may be, in addition to any compensation received from HCM. Conflicts of interest may exist with respect to the use of such placement agents. The potential for placement agents affiliated with JPM, such as JPMS, and for JPM itself, to receive (directly or indirectly) compensation in connection with certain investors’ subscriptions for shares/interests in HCM Funds creates a conflict of interest in recommending that the potential investors purchase such shares/interests. The remuneration relating to sales of shares/interests in Clients from time to time will be greater than that of other products that such placement agents might offer on behalf of JPM or other sponsors and, in such cases, the placement agents will have an incentive to recommend and offer the shares/interests in HCM Funds to their clients. In addition, JPM, as owner of HCM, indirectly benefits from the services of affiliated placement agents, such as JPMS, which place shares/interests in Clients by increasing the assets upon which HCM receives fees from the Clients. Moreover, certain placement agents may be affiliated with brokers and/or futures commission merchants of certain Clients, in which case the brokers and/or futures commission merchants would indirectly benefit from the services of their affiliated placement agents that place shares/interests in the Clients, thereby increasing the assets upon which such brokers and/or futures commission merchants receive fees from such Clients.

We do not believe that there have been any legal or disciplinary events that are material to our advisory business or the integrity of our management.

HCM conducts various reviews of the activities of its Clients. The aggregate portfolio risk exposures are regularly monitored and reviewed for HCM Clients by HCM’s Chief Risk Officer (“CRO”). The risk effort analyzes and reviews, for the Clients as applicable, quantitative risk metrics such as long, short, gross and net market exposures; risk sensitivities (such as sensitivity to equity prices, credit spreads and/or interest rates); loss under adverse stress scenarios; volatility; market beta; and liquidity. In addition, Risk Management examines sources of outsized profits and losses to identify areas to improve risk estimates and forecasts. In conjunction with Risk Management, the Chief Compliance Officer and/or his designee(s) conduct routine reviews of trading activity in Client accounts. Transactions are reviewed to ensure compliance with internal policies and procedures, applicable regulatory limitations and certain investment guidelines. The administrators to the HCM Funds are responsible for conducting daily reconciliations of cash and positions. HCM also performs shadow reconciliations of the administrator’s activities as part of its ongoing oversight responsibility to the HCM Funds. Investors in the HCM Open-End Funds will generally be sent weekly performance estimates and monthly investor statements. Investors in the HCM Closed-End Funds will generally be sent monthly or quarterly investor statements depending on the particular fund. Such statements set forth customary information and certain additional information as agreed between certain investors and HCM. In addition, each investor in the HCM Funds will receive periodic reports, including, but not limited to, a quarterly investor letter and audited financial statements and other indicia of performance. HCM may provide Clients or investors in Clients with additional information on an as requested basis. Investors in the Co-Investment Vehicles will generally be sent monthly investor statements setting forth customary information. In addition, each investor in the Co-Investment Vehicles will receive audited financial statements.

HCM is deemed to have custody, as defined in Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), of funds or securities of the HCM Funds and the Co-Investment Vehicles. HCM relies on the “audit exemption” under the Custody Rule, which exempts an adviser to a pooled investment vehicle from the requirement to deliver account statements to its clients if the adviser requires the vehicle to be audited annually by an independent public accountant that is registered with the Public Company Accounting Oversight Board and distributes the audited financial statements annually to the investors in the vehicle.

HCM has discretionary authority to manage the securities portfolios of its Clients pursuant to investment management agreements with such Clients, which customarily do not place limitations on HCM’s authority to manage a Client’s portfolio. HCM’s discretionary authority is generally subject to such restrictions as set forth in each Client’s offering documents or agreements with such Client and/or the rules and regulations of any exchange or market on which HCM trades securities on behalf of its Clients.

HCM has the authority to vote the proxies of the securities held on behalf of certain Clients. As a fiduciary, HCM must exercise voting authority in the best interests of the Client with respect to proxy voting activities. To ensure that proxies are voted in the best interests of its Clients and to prevent material conflicts of interest, HCM has adopted a Proxy Voting Policy (the “Proxy Voting Policy”) as part of its compliance program pursuant to Rule 206(4)-6 of the Advisers Act. Under the Proxy Voting Policy, HCM generally does not vote proxies on behalf of Clients. However, HCM may, from time to time, determine to vote a proxy on behalf of a Client. The determination to vote a particular proxy will be made on a case-by-case basis and depends on factors such as the subject of the vote and the potential effect of the outcome of the vote on the value of the Client’s investment. Because the Firm will generally decline to vote Client proxies, HCM does not expect that material conflicts of interest will arise with respect to voting proxies. Investors in Clients may obtain a copy of the Proxy Voting Policy and information about how HCM voted a Client’s proxies by contacting Investor Relations at (212) 287-2500.

Pursuant to SEC instructions, HCM is not required to include its balance sheet as part of this Brochure. HCM is not subject to any financial condition that is reasonably likely to impair its ability to meet contractual commitments to Clients and has not been the subject of a bankruptcy petition at any time during the past ten years.