Adage Capital Management, L.P.: investment adviser

ACM’s analysts focus on adding value by stock selection based on intra-industry fundamental analysis. In addition to taking long positions, ACM uses leverage, sells securities short, and invests in derivatives, U.S. and non-U.S. equity and equity-related securities and other financial instruments and private securities. In addition, ACM will from time to time, as it determines in its discretion, utilize analysts focusing on additional methodologies for identifying investments for ACP, including risk arbitrage and other event driven opportunities. All limited partner investors in ACP share in gains and losses in proportion to their investment in ACP. Tailored Relationships The investors (each a “limited partner”) of ACP do not have the ability to individually tailor their investment or impose unique investment restrictions. Wrap Fee Programs ACM does not participate in wrap fee programs. Assets Under Discretionary and Non-Discretionary Management As of December 31, 2025, ACM has net assets under discretionary management of $52,665,557,203 and no assets under non-discretionary management.

Other Fees and Expenses ACP bears operating and other expenses including, but not limited to, investment-related expenses (e.g., brokerage commissions, expenses of borrowing securities, including hardto-borrow expenses, clearing and settlement charges, custodial fees and interest expenses), legal expenses, accounting, audit and tax preparation expenses, offering expenses, the management fee, administration fees, extraordinary expenses and other similar expenses related to ACP as the General Partner determines in its sole discretion. Such expenses generally will be shared by all of the limited partners of ACP, including the General Partner, pro rata in accordance with their capital accounts. In the event of a mid-quarter withdrawal, any prepaid but as yet unearned management fees on such withdrawn amount are refunded. Participation or Interest in Client Transaction Not applicable.

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

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

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

Small and Medium Capitalization Companies. ACP expects to invest a portion of its assets in the stocks of companies with small- to medium-sized market capitalizations. While ACM believes such companies often provide significant growth potential, those stocks, particularly smaller-capitalization stocks, involve higher risks in some respects than do stocks of larger companies. For example, prices of small-capitalization and even mediumcapitalization stocks are often more volatile than prices of large-capitalization stocks and the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors of all or a portion of their equity) is higher than for larger, "blue-chip" companies. In addition, due to thin trading in some small-capitalization stocks, an investment in those stocks may be illiquid. PIPEs. ACP may participate in PIPEs transactions. In a typical PIPEs transaction, ACP will acquire, directly from an issuer in a private placement under the Securities Act, common stock or a security convertible into common stock. The issuer’s common stock is usually publicly traded on a U.S. securities exchange or in the OTC market, but the securities acquired by ACP will be subject to restrictions on resale imposed by U.S. federal securities laws absent an effective registration statement. There are numerous risks associated with PIPEs transactions. The issuer may be unable to register for public resale the shares held by ACP in a timely manner or at all or, even if the shares are registered for public resale, the market for the issuer’s securities may nevertheless be “thin” or illiquid, each of which could have an adverse effect on ACP’s investment. As a seller of securities in a registered public offering, ACP may be deemed to be a statutory “underwriter” under the Securities Act, and in that capacity liable for misstatements or omissions in the offering documents prepared by the issuer. While ACP typically will be indemnified by the issuer against such liabilities, the issuer may not have the financial resources to satisfy its indemnification obligations. Furthermore, it is the position of the SEC staff that indemnification for violations of the Securities Act is against public policy and therefore unenforceable. While the price paid by ACP will usually be at a discount to the public trading price at the time of purchase, by the time ACP is able to dispose of its shares in a public sale the market price for the issuer’s securities may be below the price paid by ACP, or the sale by ACP and other holders with similar registration rights at or about the same time may cause the market price of the issuer’s common stock to decline substantially before ACP is able to dispose of any or all of its investment. Forward Trading. ACP may invest in forward contracts and options thereon, which, unlike futures contracts, are not traded on exchanges and are not standardized; rather banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and "cash" trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at

which they were prepared to buy and the price at which they were prepared to sell. Disruptions can occur in any market in which securities held by ACP are traded due to unusually high trading volume, political intervention or other factors. The imposition of controls by government authorities might also limit such forward (and futures) trading to less than that which ACM would otherwise recommend, to the possible detriment of ACP. Market illiquidity or disruption could result in major losses to ACP. Short Selling. ACP's investment portfolio will include short positions. Short selling involves selling securities which may or may not be owned and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from a decline in the price of a particular security to the extent that such decline exceeds the transaction costs and the costs of borrowing the securities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to ACP of buying those securities to cover the short position. There can be no assurance that the security necessary to cover a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Call Options. There are risks associated with the sale and purchase of call options. The seller (writer) of a call option which is covered (e.g., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of an uncovered call option may be unavailable for purchase, except at much higher prices, thereby reducing or eliminating the value of the premium. Purchasing securities to cover the exercise of an uncovered call option can cause the price of the securities to increase, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire premium investment in the call option. Put Options. There are risks associated with the sale and purchase of put options. The seller (writer) of a put option which is covered (e.g., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the underlying security if the market price falls below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire investment in the put option. Liquidity of Futures Contracts. ACP may utilize futures as part of its investment program, subject to certain registration requirements. Futures positions may be illiquid because

certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as "daily price fluctuation limits" or "daily limits". Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent ACM from promptly liquidating unfavorable positions and subject ACP to substantial losses. Leverage. ACM may utilize leverage to the extent permitted by applicable law when investing ACP’s assets including engaging in trading on margin by borrowing funds and pledging securities as collateral as well as engaging in derivative transactions which may implicitly utilize leverage. While such use of borrowed funds increases returns if ACP earns a greater return on the incremental investments purchased with borrowed funds than it pays for such funds, the use of leverage decreases returns if ACP fails to earn as much on such incremental investments as it pays for such funds. The effect of leverage may therefore result in a greater decrease in the net asset value of ACP than if ACP was not so leveraged. Any use by ACP of short-term margin borrowings will result in certain additional risks to ACP. For example, the securities pledged to brokers to secure ACP’s margin accounts could be subject to a “margin call,” pursuant to which ACP would be required to either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. A sudden, precipitous drop in value of the ACP’s assets accompanied by corresponding margin calls could force ACP to liquidate assets quickly, and not for fair value, in order to pay off its margin debt. Trade Errors and Conflicts of Interest. It is ACM’s policy that any trade errors must be reported by investment personnel to the Compliance Team, and that any losses from trade errors will be borne by ACM and not by ACP, and any gains from trade errors will accrue to ACP. Investors should note, however, that, with respect to errors resulting in losses, there is an inherent conflict of interest for trading personnel to not report the commission of errors. ACM seeks to overcome this conflict through a combination of training of staff as to ACM’s expectations, a firm policy that trade errors that are properly reported will not adversely affect the reporting employee and potential disciplinary efforts in the event that it is determined that an ACM employee willfully failed to properly report any trade errors as required by ACM’s policies and procedures.

Foreign Investments. ACP may invest in securities of foreign corporations and foreign countries. Investing in the equity securities of foreign corporations involves certain considerations not usually associated with investing in securities of United States companies, including political and economic considerations, such as greater risks of expropriation and nationalization, imposition of withholding and other taxes on interest, dividends, capital gains and other income the potential difficulty of repatriating funds and general social, political and economic instability; the small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict ACP's investment opportunities or may impose additional reporting requirements and/or costs of compliance on ACP. Accounting and financial reporting standards that prevail in foreign countries may not be equivalent to United States standards and, consequently, less information may be available to investors in companies located in foreign countries than is available to investors in companies located in the United States. There is also less regulation, generally, of the securities markets in foreign countries than there is of the securities markets in the United States. Private Issuances. ACP expects it will invest in private placements. Securities purchased through private placements may be subject to substantial restrictions on transfer and may lack any ready market. Such securities may be difficult to sell and value. If the issuer of the private placement is not publicly traded, it will not be subject to the reporting requirements under the Securities Exchange Act of 1934, which may make it more difficult for ACM to obtain information about such issuer. SPACs. ACP may hold, directly or indirectly, securities of special purpose acquisition companies (“SPACs”) and/or sponsor entities to such vehicles. SPACs are publicly traded investment vehicles that raise funds in an initial public offering in order to complete a targeted acquisition to be identified at a later point in time (and which has the potential to never be identified). If an acquisition that meets the requirements for the SPAC is not completed within a pre-established period of time the invested funds are returned to the entity’s public shareholders, less certain permitted expenses and any founder shares and warrants issued by the SPAC will expire worthless. SPACs – and in particular, sponsorship of SPACs – presents significant risks and conflicts of interest. Please refer to ACP’s offering memorandum for a further discussion of risks associated with SPACs. Highly Volatile Markets. The prices of financial instruments in which ACP may invest can be, and recently have been, highly volatile. Price movements of forward, futures and other derivative contracts in which ACP's assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade fluctuations and trade disputes, fiscal, monetary and exchange control programs and policies of governments, restrictions on foreign investment and other national and international political and economic events and policies. ACP also is subject to the risk of the failure of any of the exchanges on which its positions trade or of their clearinghouses.

Hedging Transactions. ACP may utilize a variety of financial instruments, such as stock index options and futures contracts and similar derivatives, both for investment purposes and for risk management purposes. While ACP may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for ACP than if it had not engaged in any such hedging transaction. Moreover, it should be noted that (1) ACM may determine not to hedge against certain risks and (2) the portfolio will always be exposed to certain risks that cannot be hedged, such as credit risk (relating both to particular securities and counterparties). Tax-Exempt Investors. Certain limited partners may be subject to federal and state laws, rules and regulations which may regulate their participation in ACP, or their engaging directly, or indirectly through an investment in ACP, in investment strategies of the types which ACP may utilize from time to time (e.g., short sales of securities and the purchase and sale of options). While ACP believes its investment program is generally appropriate for tax-exempt organizations for which an investment in ACP would otherwise be suitable, each type of exempt organization may be subject to different laws, rules and regulations and/or policies, and prospective limited partners should consult with their own advisors as to the advisability and tax consequences of an investment in ACP. Investment in ACP by entities subject to ERISA and other tax-exempt entities requires special consideration. Income recognized by a tax-exempt investor is exempt from federal income tax unless it is “unrelated business taxable income” (“UBTI”). UBTI is income from an unrelated trade or business regularly carried on by a tax-exempt entity. Generally, ACP intends to not participate in activities that generate UBTI, however, ACP may generate UBTI from time to time. Certain entities, including charitable remainder trusts and title holding companies, may not be exempt from tax if they earn any UBTI (or certain types of UBTI) and, accordingly, ACP may not be an appropriate investment for such entities. Private foundations are also subject to complex special tax rules in connection with their investments, including certain excise taxes. Each prospective investor that is a tax-exempt investor, especially an entity subject to special tax rules such as those mentioned above, should consult its own tax advisor with respect to the tax consequences of investing in and/or receiving UBTI from ACP in light of the investor’s particular situation. Government Intervention and Regulation. Governments have at times intervened in the markets by (i) supporting certain companies in financial distress, (ii) restricting short selling and (iii) engaging in measures designed to stimulate the economy or to temper inflation. Such interventions are difficult to predict, and their consequences for individual issuers and the markets generally are also uncertain. ACM cannot predict what further interventions may occur or their impact. In addition, regulatory changes are common for the private fund industry. While ACM does not anticipate that such regulation will negatively impact its strategy, it cannot predict with certainty what impact it may ultimately have on ACP. Finally, there have been substantial economic and political tensions between the United States and other countries in recent years, most prominently

China and Russia, which has resulted in a variety of government actions affecting issuers in or having substantial exposure to such countries, including tariffs, trade sanctions and embargoes. There is substantial uncertainty what additional measures may be introduced that may affect issuers in which ACP has investments, or may affect the global economy generally. Risk Arbitrage. Risk arbitrage is a highly specialized investment approach generally designed to profit from perceived inefficiencies in market pricing with respect to certain events or conditions, such as the successful completion of proposed mergers, takeovers, tender offers, leveraged buyouts, spin-offs, liquidations and other types of corporate reorganizations (merger arbitrage), or the difference between an issuer’s market price and its estimated liquidation value (liquidation arbitrage). Although a variety of risk arbitrage strategies may be employed depending upon the nature of the transaction or condition, one of the most common risk-arbitrage activities involves purchasing the shares of an announced acquisition target at a discount to their expected value upon completion of the acquisition. The principal risk associated with ACP’s risk-arbitrage investments is that the proposed transaction based on which ACP invests may be renegotiated or terminated, in which case ACP may suffer losses. Use of Prime Brokers to Hold Assets. Special risks will exist because ACP will utilize prime brokers. Due to the presence of short positions and to the extent ACP trades on margin, some or all of ACP’s assets will be held in one or more margin accounts, which may provide less segregation of customer assets than would be the case with a more conventional custody arrangement. In the event that the prime broker experiences severe financial difficulty, ACP’s assets could be frozen and inaccessible for withdrawal or subsequent trading for an extended period of time while the prime broker’s business is liquidated, resulting in a potential loss to ACP due to adverse market movements while the positions cannot be traded. Furthermore, if the prime broker’s pool of assets is determined to be insufficient to meet all claims, ACP could suffer a loss. Investors should be aware that prime brokers may provide research, capital introduction or other services to ACP, and that the provision of such services may create a conflict of interest ACP in selecting a prime broker. ACM may change prime brokers or use additional prime brokers at its discretion. Counterparty and Custody Risk. ACP may have contractual agreements with various counterparties, including a prime broker, custodian and administrator, to perform various functions or effect certain transactions for or on behalf of ACP. These entities typically are not subject to credit evaluation and regulatory oversight. In addition, ACP may purchase and sell derivative instruments such as swaps in "over-the-counter" or "interdealer" markets. The participants in these markets also typically are not subject to credit evaluation and regulatory oversight as are members of "exchange-based" markets. Either case exposes ACP to the risk that a counterparty will not settle a transaction in accordance with contractual obligations whether due to insolvency, bankruptcy or other causes. Moreover, disputes over the terms of a derivatives contract (whether or not bona fide)

may cause settlement delays because such markets may lack the established rules and procedures for swift settlement of disputes among market participants found in "exchange-based" markets. These factors may cause ACP to suffer a loss due to adverse market movements while replacement transactions are executed or otherwise. Such "counterparty risk" is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where ACP has concentrated its transactions with a single or small group of counterparties. Artificial Intelligence Usage. Technological advances in artificial intelligence and machine learning technology (collectively, “AI”) present a useful tool for investment managers and their portfolios. ACM and its employees and affiliates may use AI in connection with the ACP’s business activities, such as assessing and researching potential portfolio companies and/or investments. Despite its potential for improving efficiency and enhancing review of portfolio companies, the rapidly evolving nature of AI may lead to unpredictability and inaccuracy, which could harm ACP. At present, ACM intends to use AI solely for gathering and sorting information as part of the investment process, with the ultimate investment decisions resting with ACM and its investment professionals. Not an ESG-Focused Strategy. To the extent that the ACM and its investment professionals identify a potential portfolio investment, they may consider the investment’s potential for creating a positive environmental, social or governance (“ESG”) impact. However, ESG is only one of the many factors to consider when making an investment. The primary factor for determining whether to make an investment will at all times be the applicable analyst’s assessment of the expected financial performance of the applicable investment. Cybersecurity Risks. ACM and its service providers are subject to risks associated with breaches in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage or interruption from computer viruses, network failures, computer and telecommunications failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. A cybersecurity breach could expose the ACM, the General Partner and/or the ACP to substantial costs (including, without limitation, those associated with forensic analysis of the origin and scope of the breach, potential need for increased and upgraded cybersecurity measures, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage), civil liability as well as regulatory inquiry and/or action. While the ACM has established Information Security and Cyber-Security Policies and Procedures in the event of, and risk management strategies, systems, policies and

procedures to seek to prevent, cybersecurity breaches, there are inherent limitations in such plans, strategies, systems, policies and procedures including the possibility that certain risks have not been identified. Furthermore, none of the ACM, the General Partner and the ACP can control the cybersecurity plans, strategies, systems, policies and procedures put in place by other service providers to the ACP and/or the issuers in which the ACP invests. Pandemic Risk. Commencing in 2019 and for a period of approximately two years, the United States and many other nations had large portions of their economies shut down in response to the spread of COVID-19. A resurgence of COVID-19 or the emergence of possible future pandemics could affect the operation of ACM and ACM’s business, including by harming ACM’s ability to manage and conduct the affairs of ACP. In addition, ACP’s investments could be adversely impacted by pandemic risk, including by continued supply disruptions or decreases in consumer demand, which could cause ACP to suffer losses. The ultimate risks posed by potential pandemics are highly uncertain and cannot be predicted. Global Political Tensions. U.S.-China relations have been fraught for a considerable period of time, and include recent “trade wars” in which tariffs were placed on imports of goods, export controls and restrictions on all U.S. persons investing in certain companies identified as Non-SDN Chinese Military-Industrial Complex (CMIC) issuers, and increased auditing demands on U.S.-listed Chinese companies. The global economy, especially the equity markets, may suffer if tensions continue to escalate and no new trade deal is reached and/or tariffs escalate or spread to other industries. The United States is undergoing extended economic and diplomatic tensions with Russia, including over the invasion by Russia of Ukraine, incursions into other countries in recent years, alleged involvement in cyber related attacks and human rights violations. The United States and other countries have imposed significant economic sanctions, export controls, and other trade restrictions on Russia in several areas and additional sanctions and export control restrictions may be forthcoming. To the extent that additional sanctions are imposed on Russia, along with potential responsive actions by Russia, issuers having a financial interest in trade with Russia may experience a negative impact on their business. In addition, the U.S. is experiencing heightened tensions with many other nations. Notwithstanding a recent decision by the U.S. Supreme Court that overturned many previously assessed tariffs, the Trump administration continues to seek to assess broad tariffs on many non-U.S. goods. In addition, military actions taken by the U.S. abroad, including in Venezuela and Iran, have raised criticism from many global leaders, including leader of countries that have historically been close allies of the United States. ACM cannot forecast the effects that any further increase of tensions between the U.S. and other nations may ultimately have on the economy, and potential investments of ACP,

nor can we anticipate any additional international disputes that may arise that will impact our operations and results. Risk of Inflation. Many countries, including the United States, have seen increased levels of inflation in recent years, which is characterized by a sustained rise in price levels for goods and services. Inflation may pose a risk to investors because it can reduce the real value of investment portfolios as the purchasing power of money decreases. In addition, inflation and fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets. Governmental efforts to curb inflation often have negative effects on the level of economic activity. For instance, central banks, such as the U.S. Federal Reserve, may attempt to control inflation by strategically raising short-term interest rates, with increased borrowing costs often having a negative effect on public markets and issuers. ACM cannot predict to what extent inflationary pressures may affect the value of ACP’s investments. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in ACP.

Without admitting or denying the SEC’s findings, ACM agreed to cease and desist from committing or causing any violations or future violations of Sections 13(d) and 16(a) of the Exchange Act and Rules 13d-1 and 16a-3 thereunder, and to pay a civil monetary penalty of $200,000.

In addition, Adage Capital Partners GP, L.L.C., a commonly controlled affiliate of ACM, acts as the general partner of ACP and in this role retains ACM to act as investment adviser to ACP. ACM does not believe that the relationships with the Relying Adviser and/or the General Partner create material conflicts of interest for clients of ACM. Arrangements With Other Investment Advisers ACM does not recommend or select other investment advisers for our client nor do we have other business relationships with other advisers that create a material conflict of interest.

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

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

ACM need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Accordingly, if ACM determines in good faith that the commissions charged by a broker or the prices charged by a dealer are reasonable in relation to the value of the brokerage and products or services provided by such broker or dealer, ACP may pay commissions to such broker or prices to such dealer which are greater than those another firm might charge. On a semi-annual basis, a committee of ACM’s senior management, investment analysts, and traders complete a “Broker Poll.” In the Broker Poll, all participants are given points to allocate to certain brokers (effectively ranking brokers with which we conduct business). After the Broker Poll is completed, the total points are tabulated and become a factor for brokerage allocation. On behalf of ACP, ACM will utilize so-called “dark pools” and other private trading venues to execute trades of securities. In a dark pool, buyers and sellers do not reveal their identities and often reveal very little, if anything, about their order sizes, as opposed to a traditional exchange, where orders are transparent. There are a number of different types of non-displayed liquidity providers, including electronic communications networks (“ECNs”), broker-sponsored dark pools, crossing networks and broker-led consortium dark pools. Dark pools and other anonymous venues may provide price improvement and the ability to protect trade orders from others in the market that would take advantage

of information revealed during a trade. Dark pools and other private trading venues generally look to traditional exchanges to get their pricing information. However, if more and more trades are conducted through dark pools and other private trading venues, the prices used in dark pool trades might not be as reliable and up-to-date as they should be. Moreover, the use of dark pools means that firms cannot take advantage of changes in prices because the market cannot react immediately to transactions occurring in dark pools. Furthermore, different entities in a dark pool cannot see each other and therefore do not have a sense of what each other's strategies and motives are. In addition, the prices charged by dark pools may be higher than those charged by traditional exchanges. The prices charged by dark pools and independently operated crossing networks also may cover execution only and not investment research and other services and may also be used to fund contributions to commission-sharing arrangements. Research and Other Soft Dollar Benefits The use of commission or "soft" dollars to pay for research or other products or services will be within the safe harbor for soft dollars created by Section 28(e) of the Securities Exchange Act of 1934. Research and other products and services assist ACP in the portfolio decision making process. These services may include (but are not limited to): market, financial and economic studies and forecasts, as well as discussions with research personnel, consulting fees with respect to portfolio strategy and research, analytical software with respect to portfolios and securities (but not to the extent used for compliance related purposes or for stress-testing of portfolios), expenses of order management systems (to the extent eligible for the Section 28(e) safe harbor), data services, seminars providing substantive content with respect to issuers, industries and securities (but not travel, meals or hotels related thereto), research reports with respect to issuers, industries and securities and specialty periodicals such as trade magazines and technical journals (but not mass-marketed publications). Where a product or service obtained with commission dollars provides both research and non-research assistance to ACM, ACM will make a reasonable allocation of the cost which may be paid for with commission dollars. When “soft” dollars are used to provide research or other products or services, ACM receives a benefit because ACM does not have to pay for the product or service with its own funds. Additionally, “soft” dollars may create an incentive for ACM to select brokers based on ACM’s desire to receive such products or services without paying for them itself, rather than to obtain best execution for ACM’s client. “Soft” dollar arrangements may cause ACP to pay commissions higher than those charged by other brokers in return for such soft dollar benefits. When a trade is executed with a broker who is providing soft dollars, ACP establishes a soft dollar credit with the executing broker. When the broker provides or pays for research or other products and services for the benefit of ACP (which may include payment for research and other products and services provided by another broker under a commission sharing or similar agreement) the credit balance is reduced by the amount of the expenditure.

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

ACM also delivers annually audited financial statements within 120 days of the Fund’s fiscal year end, and quarterly newsletters to the limited partners of ACP. ACM will from time-to-time, in its sole discretion, provide additional information relating to ACP to one or more limited partners in the Fund as deemed appropriate.

To comply with Rule 206(4)-2 and to provide meaningful protection to investors, the Fund is subject to an annual financial statement audit by an independent public accounting firm that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. Investors in ACP are urged by ACM to carefully review financial statements of ACP, in addition to all account statements that such investors receive from ACM and its affiliates and service providers.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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