Adage Capital Management LP

ITEM 5: FEES AND COMPENSATION

Description

ACM is an SEC-registered investment adviser and is not required to disclose this
information because this Brochure will be delivered only to “qualified purchasers” as
defined in the Investment Company Act of 1940. The terms of ACM’s fees and
compensation are set forth in ACP’s offering documents.

Fee Billing

ACP pays management fees directly to ACM quarterly in advance from ACP’s assets.

Other Fees and Expenses

ACP bears operating and other expenses including, but not limited to, investment-related
expenses (e.g., brokerage commissions, expenses of borrowing securities, including hard-
to-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withdrawn amount are refunded.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.

ITEM 7: TYPES OF CLIENTS

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

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

       Corporations or other business entities;

       Private and public pension and profit-sharing plans;

       Municipal plans;

       Government or political subdivisions;

       High net worth individuals;

       Family offices;

       Trusts, estates or charitable organizations; or

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