BSP NY LLC

Background For purposes of this brochure, “Adviser” or “BSP NY” means BSP NY LLC, a Delaware limited liability company, together (where the context permits) with certain of its affiliates that provide advisory services to and/or receive Advisory Fees from Clients (as defined below). These affiliates may or may not be under common control with BSP NY, but generally possess substantially similar personnel and/or equity owners as BSP NY. These affiliates are formed for tax, regulatory or other purposes in connection with the organization of Clients, or serve as general partners, managers (or equivalent) of Clients (collectively referred to herein as “general partners”). BSP NY has been providing advisory services since March 2002 and is a subsidiary of Franklin Resources, Inc. (d/b/a Franklin Templeton) (“Franklin Templeton”). Franklin Templeton is also the owner of a number of other affiliated investment advisers including, among others, Apera Asset Management LLP (“Apera”), Benefit Street Partners L.L.C. (“BSP”), BSP CLO Management L.L.C. (“BSP CLO”), Benefit Street Partners Limited (“BSP Ltd.”), and Franklin BSP Capital Adviser LLC (“Franklin BSP”). BSP NY, Apera, BSP, BSP CLO, BSP Ltd., and Franklin BSP integrate certain of their advisory activities, which include overlapping trading and investment strategies. The Adviser, BSP, BSP CLO, and Franklin BSP operate under a single compliance program, with Apera and BSP Ltd. operating under separate, independent compliance programs. Services BSP NY is an investment management platform that primarily focuses on debt-related investments across various market sectors. BSP NY provides discretionary and non-discretionary investment advisory services to the following types of clients: (i) institutional clients, including U.S. registered investment companies (“40 Act Funds”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”); (ii) private funds that are not registered under the Investment Company Act and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”); (iii) collateralized loan obligation vehicles (“CLO Funds”); (iv) other pooled investment vehicles; and (v) to certain separate account clients, single-investor funds and tailored funds. Collectively, the funds, vehicles and account arrangements discussed in this paragraph may be referred to herein, as the context permits, as the “Clients.” Additionally, the Adviser organizes certain other fund Clients which are “feeder” vehicles (each, a “Feeder Fund”) organized to invest exclusively in another fund Client, and/or alternative investment vehicles (each, an “Alternative Investment Vehicle”) organized to address, for example, specific tax, legal, business, accounting or regulatory-related matters that arise in connection with a transaction or transactions. BSP NY also provides non-discretionary investment advice to its affiliate, BSP Ltd. BSP Ltd. is headquartered in the United Kingdom and is authorized and regulated by the Financial Conduct Authority (“FCA”). BSP Ltd. is also a registered investment adviser with the SEC with respect to its clients. BSP Ltd. has expertise in the European credit market and manages a number of

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investment vehicles utilizing investment strategies similar to those utilized by BSP NY, but generally focusing on investments in Europe rather than the U.S. Clients primarily make investments in the sub-investment grade capital markets. BSP NY’s investment strategies are primarily organized into four areas:

Liquid Credit, consisting of U.S. Liquid Loan (i.e. broadly syndicated leverage loans), and BSP High Yield (i.e. high yield bonds);

Special Situations; and

Structured Credit (i.e. investments in collateralized loan obligation securities (“CLOs”)).

See Item 8 for additional information about BSP NY’s investment strategies. Investment advice is generally provided directly to the private fund Clients and not individually to investors therein. Services are provided to the Clients in accordance with an advisory agreement with each of the Clients, advisory or sub-advisory agreements with a Client’s investment adviser, and/or organizational documents of the applicable Client. Investment restrictions for the Clients, if any, are generally set forth in the organizational documents of the applicable Client or the advisory or sub-advisory agreements with the applicable Client. BSP NY also shares internal research and other services with its affiliates, BSP Ltd. and BSP, through a service agreement. In addition, as noted above, BSP NY serves as sub-adviser to several private fund Clients which are advised by BSP Ltd. through a separate sub-advisory agreement. See Item 10 for additional information. Assets Under Management As of December 31, 2025, BSP NY managed approximately $14,241,569,172 of client assets, of which $13,714,810,391 was managed on a discretionary basis and $526,758,781 of which was managed on a non-discretionary basis.

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BSP NY or its affiliates generally receive a management fee or a sub-advisory fee (collectively “Advisory Fees”) and, in certain cases, an Incentive Allocation (as defined below) or similar performance-based remuneration from each Client. A Client and/or its portfolio companies may also make other payments to the Adviser or its affiliates for services provided to the portfolio companies which, in certain circumstances, may reduce the Advisory Fees payable to the Adviser. Additionally, consistent with the organizational documents of a private fund Client, such Client typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to such Client and/or the portfolio companies. Further details about certain common fees and expenses are set forth below. Generally, BSP NY’s fees are dependent on the strategy that the account follows. Investors in BSP NY’s private fund Clients should refer to the applicable fund Client’s offering materials for a complete description of BSP NY’s fees. Advisory Fees In respect of each private fund Client, the Adviser is typically paid a quarterly or monthly Advisory Fee, which is paid either in advance or in arrears, in accordance with each such Client’s organizational documents or the applicable advisory or sub-advisory agreement, by such Client. Advisory Fees paid by a private fund Client may also be reduced by other fees or compensation received by the Adviser or its affiliates that relate to such Client’s activities and investments, or by certain organization or other expenses borne by such Client, as described in more detail below. Consistent with the organizational documents, advisory agreements, and/or sub-advisory agreements for each of the private fund Clients, Advisory Fees are either deducted from capital accounts or billed and, in either case, are generally indirectly borne by investors in such private fund Clients, including any Feeder Funds that invest in such private fund Clients. BSP NY does not receive a separate Advisory Fee directly from such Feeder Fund if the fee is borne directly by the corresponding private fund Client. Advisory agreements with the private fund Clients are generally terminable by the private fund Clients, subject, in some cases, to an applicable notice period or the occurrence of certain conditions or events. Sub-advisory agreements with the private fund Clients are generally terminable by the primary investment adviser, the Adviser and/or the private fund Client. Upon termination of a relevant advisory or sub-advisory agreement, Advisory Fees that have been prepaid are returned on a prorated basis. The precise amount of, and the manner and calculation of, the Advisory Fees for each private fund Client, if any, is disclosed in the organizational and offering documents of such private fund Client at the time each investor invests in the private fund Client, or in the relevant advisory or sub-advisory agreements. Fees are not generally negotiable, though they may be waived or deferred at the discretion of the private fund Client in accordance with such Client’s offering materials. Such Advisory Fees are subject to waiver or reduction by the Adviser for certain investors within a private fund Client. For example, the Adviser, its affiliates, certain of its principals and employees, and their family members and related vehicles may invest in certain of the private fund Clients, and Advisory Fees assessed on such investments are typically substantially reduced or waived entirely. Certain large or strategic investors may also be eligible for a reduction or waiver of their fees. Such waivers and deferrals will cause some Clients or groups of Clients to pay fees that are different from the basic fee schedules disclosed in fund offering materials. Please see the applicable private fund’s offering materials for further information regarding fees. In addition, BSP NY may enter into side

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letter agreements with certain investors in Clients providing such investors with different or preferential rights or terms, including but not limited to different fee structures and co-investment rights. Advisory Fees paid by a private fund Client may also be reduced by other fees or compensation received by the Adviser or its affiliates that relate to such Client’s activities and investments, or by certain organization or other expenses borne by such Client, as described in more detail below. The amount and manner of such reduction, if any, is set forth in the advisory agreement, subadvisory agreement, and/or organizational documents of the applicable private fund Client. To the extent that an Other Fee relates to more than one private fund Client, the Adviser will generally allocate the resulting Advisory Fee reduction among the applicable private fund Client(s) in proportion to their interest (or prospective interest) in the portfolio company. As applicable, private fund Clients that do not pay Advisory Fees will not benefit from any such reduction. Generally, the portion of Other Fees allocable to capital invested by a private fund Client or third-party investor that does not pay Advisory Fees will be retained by the Adviser and such amounts will not offset any management fees. BSP NY provides separate managed account investment advisory services for an Advisory Fee. This Advisory Fee is typically charged as a percentage of a separate managed account’s assets under BSP NY’s management. While this fee is typically expressed as an annual percentage, it is calculated based on average daily, month end, or quarter end net assets, typically includes accrued income and is typically charged on a monthly or quarterly basis, in arrears. BSP NY also offers separate managed accounts with performance-based fees. Clients may select whether fees should be deducted automatically by the custodian from the Client’s assets or billed separately. Clients should review their investment advisory agreement for further information on how BSP NY charges and collects fees. See Item 12. for additional information. Fee Information Valuations A majority of BSP NY’s fees are based on the valuations provided by a Client’s custodian or administrator, as applicable. Generally, BSP NY does not price securities or other assets for purposes of determining fees. A conflict of interest may arise in situations where BSP NY is involved in the determination of the valuation of an investment because BSP NY would benefit by receiving a fee based on the impact, if any, of the increased value of assets in the account. BSP NY has adopted a policy regarding the valuation of Client assets in order to provide a basis for establishing valuations reported by Clients. BSP NY’s controls regarding the valuation of instruments are detailed as set forth below. If vendor pricing is unavailable or BSP NY believes that the market price is unreliable, BSP NY then looks to other observable inputs for the valuations including broker-dealers, index providers, and, if applicable and in the event that a vendor price or other observable inputs are unavailable or deemed unreliable, BSP NY has established a committee comprised of members independent of those managing Client funds to make a reasonable determination of a security’s fair value. Such a valuation committee may seek the support of a third-party valuation service provider in order to verify the proposed fair value of the security in question.

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When pricing an instrument, BSP NY attempts, in good faith and in accordance with applicable laws, to determine the fair value of the security or other assets in question based upon all available factors that BSP NY deems relevant at the time of determination. In determining the fair value of an instrument, BSP NY seeks to determine the price a Client might reasonably expect to receive upon the current sale of an instrument. The price will not be determined based upon what a Client might reasonably expect to receive for selling such security or asset at a later time or if it holds the security to maturity. BSP NY will provide BSP NY’s pricing information or determinations to a Client’s custodian, pricing vendors and/or fund accountants upon reasonable request. Performance-Based Fees BSP NY may from time to time enter into performance-based fee arrangements in accordance with the conditions and requirements of Section 205-(3) of the Investment Advisers Act of 1940 as amended (the “Advisers Act”). Such arrangements are negotiated with each Client and, thus, the terms may vary. However, these arrangements typically provide for a fee based on the market value of the account (at a specified month end, quarter end or based on an average and invoiced on a monthly or quarterly basis in arrears), plus a performance fee based on the portfolio’s return for the relevant billing period. Some accounts have a benchmark and/or a hurdle rate, and others are absolute return strategies. Negotiated Fees BSP NY reserves the right, in BSP NY’s sole discretion, to negotiate or modify (either up or down) the basic fee schedule set forth for any Client due to a variety of factors, including but not limited to: the level of reporting and administrative operations required to service a Client, the investment strategy or style, the number of portfolios or accounts involved, and/or the number and types of services provided to Clients. Because BSP NY’s fees are negotiable, the actual fee paid by any Client may be different from the fees reflected herein. BSP NY may require the inclusion of a performance-based fee in the investment advisory agreement in addition to the asset-based management fee for BSP NY’s separate managed account Clients. See Item 6 for additional information. Other Fees and Expenses Generally, and except as otherwise set forth in the organizational documents of a private fund Client, the Adviser, or, in the case of a sub-advised fund Client, the sub-advised fund Client’s adviser, will ultimately bear all fees and out-of-pocket expenses of any placement agent that solicits investors for such private fund Clients. Such private fund Clients will generally bear all legal and other expenses, including the out-of-pocket expenses of any applicable general partner, incurred in the formation of such private fund Clients up to an amount, if any, specified in the organizational documents of the applicable private fund Client. Organizational expenses in excess of any such amount specified are typically ultimately borne by the Adviser or, in the case of a subadvised fund Client, the sub-advised fund Client’s adviser. Generally, and except as set forth in the organizational documents and/or advisory or sub-advisory agreements of the applicable private fund Client, a private fund Client (other than certain singleinvestor funds or tailored funds) will bear:

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Methods of Analysis and Investment Strategies Comprehensive joint industry and sector reviews, primarily focusing on debt opportunities, are completed on an ongoing basis in order to identify potential investment candidates. Moreover, the Adviser’s extensive network and relationships with industry professionals are invaluable for sourcing potential opportunities. Generally, once a potential investment is identified, financial modeling is introduced in the early stages of the investment process and a forward-looking financial model with full projections is built. The projections typically incorporate the Adviser’s macro views, sector analysis and individual company fundamentals. These projections are a key driver for all subsequent steps in the Adviser’s investment process. Historical financials are also reviewed, with a focus on analyzing the company’s operating performance and ability to generate free cash flow. As part of the investment process, the Adviser employs multiple valuation methodologies to generate proprietary valuations and typically receives information directly from the entity (or its agents and/or representatives) it is investigating as a potential investment opportunity for a Client. Each position is generally evaluated with respect to its expected return and the probability of loss and trading liquidity. Typically, each Client’s portfolio is continually rebalanced in order to maintain proper risk weighting. BSP NY also assesses the transaction exits for a particular investment under multiple scenarios and timelines. As various scenarios unfold, the Adviser monitors the relationship between executable exit value (where one exists) and a proprietary assessment of intrinsic value, derived as part of the Adviser’s investment process. For certain Clients, the Adviser assigns an internal Environmental, Social and Governance (“ESG”) score to prospective and existing portfolio positions, applies exclusion lists (e.g., controversial weapons, thermal-coal mining, adult entertainment) and, where relevant, reconciles external third-party ESG data with internal qualitative assessments. The ESG analysis may influence position sizing, ongoing engagement with borrowers or collateral managers, and exit decisions. BSP NY’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of Clients, managing and monitoring the performance of such investments and disposing of such investments. Where Clients acquire an influential position, the Adviser may be in a position to exercise influence over and add value to such investments. The Clients make investments in both publicly-listed and privately-held companies. In addition, the Adviser may provide advice concerning the following securities and instruments, among others:

Bonds, convertible securities and equity securities including warrants issued by foreign or domestic issuers and denominated in foreign currencies or U.S. dollars;

Private placements or other securities that are not registered or are exempt from registration under the Securities Act, such as Rule 144A securities;

Bank loans, bank participations, loans, and loan originations;

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Domestic and international convertible securities including, but not limited to (a) convertible securities that are convertible or exchangeable into equity securities of publicly traded U.S. companies, and (b) convertible securities that are convertible or exchangeable into equity securities of foreign companies listed on a foreign exchange or represented by American Depository Receipts listed on the New York Stock Exchange or the NYSE Alternext U.S. (formerly known as the American Stock Exchange);

Futures contracts, forward contracts, swaps, swaptions, hybrid securities, other ‘synthetic’ or derivative instruments, short sales, trades executed on margin, credit-linked notes, credit default notes and credit swaps;

Repurchase agreements; and

Securities that are secured or collateralized by non-investment grade U.S. and European liquid loans (collateralized loan obligations or “CLOs”).

BSP NY’s investment strategy is generally not subject to specific restrictions regarding the exposure of a Client’s overall portfolio or investments in a single issuer or a single industry. However, the Adviser, from time to time, adopts internal guidelines regarding its exposure and such investments. Risks Below is a summary of the different risks dependent upon the investment strategy. There are also different risks depending on the type of Client account BSP NY manages (i.e., BSP NY’s CLO Funds have different risks than BSP NY’s private fund Clients.) CLOs have third parties invested from the senior-most tranche funding the CLO capital structure (typically rated AAA at its launch) through to the equity, and these make up the liability side of a CLO balance sheet (whereas the loans in which a CLO is invested make up the asset side of the balance sheet). The senior tranches have priority in payouts but the returns by design are lower than the average aggregate returns on the loans that CLOs hold as assets. This provides the leverage and therefore the return arbitrage needed to generate more attractive and higher returns to the subordinated debt and equity tranches of the capital structure. In CLOs, the leverage adds a measure of risk to returns as both gains and losses are magnified. Diversification reduces the risk and impact of any individual credit default or any specific industry facing problems. Unleveraged Clients do not rely on leverage to generate additional returns. As in all Clients invested in assets with lower absolute returns, loss avoidance is important, but because there is a lack of leverage, losses and gains on individual investments do not have a magnified impact on the Client. Risk and return are more balanced in an unleveraged Client and will therefore tend towards fewer, more selective investments, but diversification remains important. Investing in securities involves a substantial degree of risk. A Client may lose all or a substantial portion of its investments, and investors in Clients must be prepared to bear the risk of a complete loss of their investments. The risks set forth below represent a general summary of the material risks relating to the investment strategies and methods of analysis described above and the types of securities typically -16-

purchased by or for Clients in connection with those strategies and methods. If applicable, please refer to the “Risk Factors” section in the offering and organizational documents of the private funds and other Clients for a more detailed discussion of the risks involved in an investment. In the case of a conflict between these risks and those in the offering and organizational documents, the offering and organizational documents will control.

General Risks. Each investment strategy BSP NY offers invests in a variety of securities and employs a number of investment techniques that involve certain risks. Investments involve risk of loss that Clients and investors in BSP NY’s Clients, as applicable, should be prepared to bear. BSP NY does not guarantee or represent that its investment program will be successful. BSP NY’s past results are not necessarily indicative of its future performance, and its investment results may vary over time. BSP NY cannot assure Clients or investors that BSP NY’s investments of their money will be profitable, and in fact, they could incur substantial losses. Clients’ and investors’ investments with BSP NY are not a bank deposit and are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation (“FDIC”) or any other government agency.

Allocation Risk. The asset classes in which the strategy seeks investment exposure can perform differently from each other at any given time (as well as over the long term), so the strategy will be affected by its allocation among the various asset classes. If the strategy favors exposure to an asset class during a period when that class underperforms, performance may be hurt.

Artificial Intelligence Technologies. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), including, for example, the OpenAI ChatGPT application, create opportunities as well as risks for the Adviser, Clients, their respective affiliates and portfolio companies. While the Adviser is evaluating ways to utilize AI Technologies in connection with its business, operating and investment activities, it expects certain of its portfolio companies will use such technologies. Actual usage of such AI Technologies will vary across the business of the Adviser, and while the Adviser expects from time to time to adopt and adjust usage policies and procedures governing the use of AI Technologies by its personnel, there is a risk of misuse of such AI Technologies. Further, AI Technologies are highly reliant on the collection and analysis of large amounts of data and complex algorithms, but it is not possible or practicable to incorporate all relevant data into models that AI Technologies utilize to operate, nor does the Adviser generally expect to be involved in the collection of such data or development of such algorithms in the ordinary course. Therefore, it is expected that data in such models will contain a degree of inaccuracy and error, and potentially materially so, and that such data as well as algorithms in use could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI Technologies and could adversely impact the Adviser, Clients, their respective affiliates or Clients’ portfolio companies to the extent they rely on the work product of such AI Technologies. The volume and reliance on data and algorithms also make AI Technologies, and in turn the Adviser, Clients and their portfolio companies, to the extent such AI Technologies are used, more susceptible to cybersecurity threats. In addition, the Adviser, Clients, their respective affiliates and Clients’ portfolio companies -17-

could be exposed to risks to the extent third-party service providers, or any counterparties, use AI Technologies in their business activities. BSP NY will not be in a position to control the manner in which third-party products are developed or maintained or the manner in which third-party services utilizing AI Technologies are provided. In addition, AI Technologies may be competitive with the business of certain portfolio companies or increase the potential for obsolescence of a portfolio company’s products or services (particularly as the capabilities of AI Technologies improve), and accordingly the increased adoption and use of AI Technologies may have an adverse effect on portfolio companies or their respective businesses. Moreover, use of AI Technologies could include the input of confidential information (including material non-public information) in contravention of applicable non-disclosure agreements or policies and procedures and could result in such confidential information becoming part of a dataset that is accessible by AI Technologies’ applications and users. AI Technologies and their current and potential future applications, including in the private investment and financial sectors, as well as the legal and regulatory frameworks within which they operate, continue to rapidly evolve, and it is impossible to predict the full extent of current or future risks related thereto.

Bank Loans and Participations Risk. Bank loans and derivatives of bank loans and participations are subject to unique risks, including: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) limitations on the ability of the strategy to directly enforce its rights with respect to participations. In analyzing each bank loan assignment or swap, BSP NY must compare the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the investors.

Banking Risks. The Clients will maintain funds with one or more banks or other depository institutions, which may include U.S. and non-U.S. banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom a Client, its investments, the Adviser, and its affiliates may transact may inhibit the ability of a Client or its investments to access depository accounts or lines of credit at all or in a timely manner. In such cases, a Client may be forced to delay or forgo investments or to call capital when it is not desirable to do so, resulting in lower performance for the Client. In the event of such a failure of a banking institution where a Client or one or more of its investments holds depository accounts (including accounts used for depositing principal and interest payments from borrowers on loans owned by a Client) access to such accounts could be restricted and FDIC protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Client and its affected investments may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the

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BSP NY provides investment advisory services to the Clients, including the sub-advised Clients. With respect to private fund Clients, investment advice is provided directly to such private fund Clients and not individually to the investors in such private fund Clients. Investors in the private fund Clients may include, among others, individuals, banks, thrift institutions, pension and profit sharing plans, insurance companies, trusts, estates, charitable organizations, university endowments, corporations, sovereign wealth funds, limited partnerships and limited liability companies. Each Client is required to execute a written agreement with BSP NY, granting BSP NY authority to manage its assets and setting out minimum and ongoing investment requirements. All such terms are subject to negotiation. The private fund Clients do not have a minimum size, but minimum investment commitments are generally established for investors in certain of the private fund Clients. The general partner or board of directors of each private fund Client generally may, in their sole discretion, permit investments below the minimum amounts set forth in the offering documents of such private fund Client. Please refer to the offering and subscription documents of such private fund Clients for more specific information.

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Certain Clients pay incentive or performance-based allocations or fees or carried interest to the Adviser or certain affiliates of the Adviser (each, an “Incentive Allocation”). In the case of private fund Clients, the Incentive Allocation paid by the private fund Client is indirectly borne by investors in such private fund Client, including any Feeder Funds that invest in such private fund Client. The Incentive Allocations received by such affiliates of the Adviser conform with the requirements set forth in Section 205 of the Advisers Act. Feeder Funds pay or bear performancebased fees on a case-by-case basis as set forth in the applicable organizational documents. In general, the Incentive Allocation is based on the portfolio’s gross return in excess of a high water mark, specified benchmark, hurdle rate or preferred return during a designated period of time. However, variations exist depending on, among other things, the strategy followed. The precise amount of, and the manner and calculation of, the Incentive Allocation for each Client, if any, is disclosed in the organizational and offering documents, including the applicable advisory or subadvisory agreement or side letter of each such Client. For more detailed information on how the Incentive Allocation is calculated for BSP NY’s private fund Clients, please refer to the offering and organizational documents of such private fund Clients. The precise amount of, and the manner and calculation of, the Incentive Allocation for each Client, if any, is disclosed in the organizational and offering documents of the applicable Client, or, in the case of a sub-advised fund Client, in the applicable sub-advisory agreement or in a side letter thereto. The Incentive Allocation provisions may be subject to waiver or reduction by the general partner or Adviser, as applicable. For example, the Adviser, its affiliates, certain of its principals and employees, and their family members and related vehicles may invest in the Clients, and the Incentive Allocation assessed on such investments will typically be substantially reduced or waived entirely. In addition, all or a portion of such persons’ capital subscriptions may be made through reductions in or waiver of the Incentive Allocation payable to the general partner by such Fund in lieu of capital contributions. Certain large or strategic investors may also be eligible for a reduction or waiver of their Incentive Allocation. “Side-by-side management” refers to our simultaneous management of multiple types of Client accounts. For example, we manage different types of Client accounts, including pooled investment vehicles and separate managed accounts at the same time. Our Clients have a variety of fees, investment objectives, strategies, limitations and restrictions. Our affiliates likewise manage a variety of Clients, including pooled investment vehicles and separate managed accounts. Side-by-side management gives rise to potential and actual conflicts of interest. For example, the payment by some, but not all, Clients of performance-based fees, and the payment of performancebased fees at varying rates by Clients that pay performance-based fees, creates an incentive for BSP NY to disproportionately allocate time, services or functions to Clients paying the performance-based fees or Clients paying the performance-based fees at a higher rate. Further, with respect to Clients that only pay a management fee and Clients that pay both a management fee and a performance-based fee, BSP NY has a financial incentive to favor Clients with performance-based fees since we may have an opportunity to earn greater fees from such Clients as compared to Clients without performance-based fees. Further, we have an incentive to direct our best investment ideas to Clients that pay performance-based fees, to allocate, aggregate or

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sequence trades in favor of such Clients accounts, and to give such Clients better execution and brokerage commissions. Generally, this conflict is mitigated for the Funds by the Adviser’s allocation procedures. Subject to applicable investment objectives, guidelines and other factors, as discussed in more detail in Item 11 below, the Adviser and its affiliates generally allocate investment opportunities on a prorata basis among eligible Funds and clients based upon the current available capital of such investment vehicle, or in some other manner that the Adviser determines is fair and equitable. Any Alternative Investment Vehicle will generally contain terms and conditions substantially similar to those of the Main Fund with respect to which it is formed and profits and losses of an Alternative Investment Vehicle generally will be aggregated with those of such Main Fund for purposes of determining distributions by the Main Fund and the Alternative Investment Vehicle (except as may be advisable because of legal, regulatory or tax constraints). The payment by the CLO Funds of the Incentive Allocation may create an incentive for the Adviser to seek to maximize the yield on the collateral obligations relative to investments of higher creditworthiness. Managing the CLO Funds with the objective of increasing yield, even though the Adviser is constrained by certain investment restrictions described in the CLO Funds’ organizational documents, could result in an increase in defaults or volatility and could contribute to a decline in the aggregate market value of the CLO Funds’ collateral obligations. Please see Item 11 below for information regarding the allocation of investment opportunities and how conflicts of interest are generally addressed by the Adviser. Please also see Item 12 below regarding trade aggregation.

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Related General Partners and Directors BSP NY organizes certain private fund Clients, which in certain cases are limited partnerships or special limited partnerships, for which the Adviser (including affiliates of the Adviser) serves as general partner, exempted companies for which employees or affiliates of the Adviser serve as members of the board of directors, and corporate partnerships for which the Adviser (including affiliates of the adviser) serve as manager. For a description of material conflicts of interest created by these relationships, as well as a description of how such conflicts are addressed, see Item 11. Affiliated Broker-Dealers BSP NY is affiliated with Franklin Distributors, LLC, a registered broker-dealer, an indirect, wholly-owned subsidiary of Franklin Templeton. Franklin Distributors provides distribution services for BSP NY in connection with certain advisory clients. Certain employees of the Adviser are registered representatives of Franklin Distributors, LLC, and are subject to the broker-dealers policies and procedures, including written supervisory procedures. BSP Ltd. BSP Ltd., an investment adviser registered with the SEC, is an affiliate of the Adviser, and an indirect, wholly-owned subsidiary of Franklin Templeton. BSP NY and BSP Ltd. provide discretionary and non-discretionary investment advisory services to each other under sub-advisory agreements. In addition to the sub-advisory relationship described in Item 8., BSP Ltd. and one or more of its employees also, from time to time, provide BSP NY with various services, including research, portfolio management and non-discretionary investment recommendations, trading and execution services, and back/middle office services pursuant to a participating affiliate agreement as further described under “Associated Persons” below. Other Affiliated Advisers In addition to BSP Ltd., BSP NY is affiliated with a number of other investment advisers, including the investment advisers listed below.

Apera: a non-U.S. investment adviser registered with the SEC and also regulated by the United Kingdom Financial Conduct Authority.

BSP: a U.S. registered investment adviser with the SEC.

BSP CLO: a U.S. registered investment adviser with the SEC.

Franklin BSP: a U.S. registered investment adviser with the SEC.

Clients of the Adviser from time to time participate in transactions alongside other clients of the Adviser or clients of an affiliated adviser. BSP NY is a subsidiary of Franklin Templeton, a global investment management organization. In addition to owning BSP NY, Franklin Templeton is the owner of Apera, BSP, BSP CLO, BSP -46-

Ltd., and Franklin BSP, as well as a number of other investment advisers (such investment advisers other than Apera, BSP, BSP CLO, BSP NY, BSP Ltd., and Franklin BSP, the “Other Advisers”). Franklin Templeton and the Other Advisers are operated and managed separately from the Adviser, and Franklin Templeton and the Other Advisers do not have any involvement in the dayto-day investment operations of the Adviser. BSP NY does not direct or coordinate with Franklin Templeton or the Other Advisers. All recommendations and allocations of investment opportunities are made by the Adviser, independent of Franklin Templeton and the Other Advisers. For a description of material conflicts of interest created by the relationship among the Adviser, Franklin Templeton, and its affiliated advisers, as well as a description of how such conflicts are addressed, see Item 11. Associated Persons Pursuant to a participating affiliate agreement, BSP NY, from time to time, uses services provided by BSP Ltd., an asset management affiliate of ours, and one or more of its employees, including research, portfolio management services (discretionary portfolio management and nondiscretionary investment recommendations), trading and execution services and back/middle office services. In such cases, BSP Ltd. and certain of its employees are deemed to be associated persons of BSP NY and (subject to BSP NY’s supervision, including BSP NY’s compliance policies and procedures) provide these services in connection with BSP NY’s management of one or more client accounts. Under the aforementioned agreement, BSP NY pays compensation to BSP Ltd. for the services of the associated persons.

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Trading

Code of Ethics, Participation or Interest in Client Transactions and Personal

Code of Ethics BSP NY’s code of ethics (“Code of Ethics”) requires each of the Adviser’s employees to deal honestly and fairly with all persons with whom he or she has contact. The Code of Ethics is designed to comply with Rule 17j-1 of the Investment Company Act and Rule 204A-1 of the Advisers Act. Employees at all times must place the interests of Clients and their investors, as applicable, first. Employees are required to conduct their personal trading so as to avoid any actual or potential conflicts of interest or any abuse of a position of trust or responsibility. Moreover, employees may not take inappropriate advantage of their positions. The Code of Ethics includes policies regarding personal trading by the Adviser’s employees and members of their immediate families. These policies limit personal trading by employees in a wide range of securities, including common and preferred stock, debt instruments, securities that are convertible or exchangeable for equity or debt securities, derivative instruments, and shares of closed-end investment companies registered under the Investment Company Act and business development companies. Employees must report every account in which they have a direct or indirect beneficial interest, other than personal savings or checking accounts that are not able to hold securities of any type and have copies of periodic account statements sent by their broker(s) to the Adviser’s compliance department. In addition, if they directly or indirectly influence or control trading in the account, they must pre-clear covered securities transactions with the Adviser’s compliance department. A copy of the Code of Ethics is available to any Client or prospective Client or investor in a private fund Client upon request by calling Enrico Gallo at 212-588-6739 or by writing to Mr. Gallo, Chief Compliance Officer, Benefit Street Partners L.L.C., One Madison Avenue, Suite 1600, New York, NY 10010 or by contacting Mr. Gallo via email at r.gallo@bspcredit.com. Material Non-Public Information and Limitations in Securities Transactions When providing advisory services focused on sub-investment grade debt, including senior secured, middle market and second lien loans, BSP NY, BSP Ltd. and BSP regularly receive information about issuers, borrowers, securities and instruments, that is not made available to the general public. Certain of this private information may be considered material non-public information (“MNPI”). BSP NY has implemented policies to prevent the misuse of MNPI. Under no circumstances can BSP NY’s employees trade public securities based on MNPI for their own reportable accounts or those of a fund. Generally, disclosure of such information is subject to internal limitations to prevent the flow of confidential information between ourselves and BSP NY’s affiliates, except as noted below. BSP NY has put in place policies to address the manner in which BSP NY, BSP Ltd. and BSP handle private information, including MNPI that it may receive from issuers. Restricted List Whenever the Adviser comes into possession of MNPI or otherwise has any type of relationship or other basis upon which the Adviser could come into possession of MNPI or otherwise have access to MNPI, the Adviser will make a determination as to whether to place the issuer, borrower, -48-

security or instrument on the Adviser’s Restricted Trading/Securities List (the “Restricted List”). The Restricted List may include, but is not necessarily limited to: companies with publicly registered, publicly traded or otherwise outstanding securities or instruments in which the Adviser, or certain advisory affiliates have a strategic or ownership interest or other similar relationship; where an employee of the Adviser or certain advisory affiliates sits on the board of directors; where the Adviser or certain advisory affiliates have access to material non-public information concerning the company or its affiliates; or, where the Adviser has private-side information on certain outstanding loans. The Adviser has implemented a single Restricted List covering the advisory and trading activities of the Adviser, BSP, BSP CLO, BSP Ltd., and Franklin BSP. As such, an issuer, borrower, security or instrument may be placed on the Restricted List when any of the Adviser, BSP, BSP CLO, BSP Ltd., or Franklin BSP comes into possession of MNPI. When an issuer, borrower, security or instrument is placed on the Restricted List, Adviser, BSP, BSP CLO, BSP Ltd., and Franklin BSP and their respective employees are prohibited from trading in any such issuer, borrower, security or instrument without prior approval (i) on behalf of a client; (ii) on behalf of a client of the Adviser, BSP, BSP CLO, BSP Ltd., or Franklin BSP, or (iii) for personal trading by employees. Once an issuer, borrower, security or instrument has been placed on the Restricted List, any trading of an existing position for a client or a client of the Adviser, BSP, BSP CLO, BSP Ltd., and Franklin BSP is prohibited without prior approval or until the issuer, borrower, security or instrument is removed from the Restricted List. If an issuer’s securities are in a client and subsequently that issuer’s securities are placed on the Restricted List, absent an exception, the Adviser will not be permitted to trade that issuer’s securities until those securities are removed from the Restricted List. Clients may therefore be restricted from trading because the Adviser, BSP, BSP CLO, BSP Ltd., or Franklin BSP possesses MNPI and may bear the risk of loss during the period any such securities are on the Restricted List. Accordingly, the placement of securities on the Restricted List has the potential to affect the Adviser’s ability to exercise investment discretion for a client and the performance of such impacted clients. In particular, BSP High Yield Strategy may be restricted from purchasing or selling high yield bonds on behalf of client accounts if the Adviser, BSP, BSP CLO, BSP Ltd., or Franklin BSP has MNPI about that bond issuer. In addition, BSP NY may be prevented from gathering non-public information about a debt issuer because the BSP High Yield team has a bond position in that same issuer. Because BSP High Yield holds a number of positions, the impact to the U.S. and European loan teams may be significant. Structured Credit invests in CLO tranches which are collateralized by pools of corporate loans. The Adviser, BSP, BSP CLO, BSP Ltd., or Franklin BSP may be in possession of private information with respect to some of the underlying corporate loans. To prevent the potential misuse of material non-public information, the Adviser, BSP, BSP CLO, BSP Ltd., and Franklin BSP have implemented processes to identify instances of MNPI and restrict trading in such CLOs and underlying corporate loans until such time the information is made public. Private Credit invests in middle market companies through first lien, second lien, unitranche, and, to a lesser extent, mezzanine debt and primary equity investments. A borrower who has also borrowed money via a syndicated bank loan or a high yield bond may provide Private Credit with -49-

material, non-public information that is not available to that borrower’s syndicated bank loan investors or its high yield bond investors. Alternatively, to prevent the potential misuse of MNPI, the Adviser, BSP, BSP CLO, BSP Ltd., and Franklin BSP have the ability to implement, and may in the future implement, information barriers separating their respective investment and portfolio management teams from the rest of the business. Certain of these entities have, and may in the future, on a limited basis, establish information barriers around individuals, investment teams and portfolio managers, or a select group or division. In this case, those persons falling within the information barrier would be subject to the securities trading prohibition (including with respect to underlying issuers in CLOs) and except for need-to-know communications to others within the information barrier (or, based on the information transmission, will now be within the information barrier), the communication prohibition as discussed above. The breadth of the information barriers and the persons included within it are determined on a case-by-case basis. Valuation of Client Assets The Adviser has a duty to value the Clients as provided in and consistent with the organizational documents and policies and procedures of those Clients, as applicable. The Adviser has adopted a policy regarding the valuation of Client assets in order to provide a basis for establishing valuations reported by Clients. All valuations are established in accordance with this policy, subject to any guidelines or restrictions set forth in the respective Client's offering documentation, and are determined in accordance with International Financial Reporting Standard 13 Fair Value Measurement. Valuations are generally completed on a monthly or quarterly basis, as required by Client documentation. Certain Clients have portfolio investments that include restricted securities in publicly held companies and privately held investments, which are carried at an estimate of fair value as determined in good faith and in accordance with the organizational documents of the applicable Client. In the absence of special circumstances, all portfolio investments, other than restricted and privately held portfolio investments, are valued at market value. Market value for unrestricted, publicly traded portfolio investments is determined based on the closing price on the exchange on which the security is principally traded. To the extent that an instrument has a discernible price or valuation made available by an independent third-party pricing service, such source shall be used to form the basis for such instrument's fair market value. Where pricing is not available through any independent pricing services, other broker quotes directly obtained by BSP NY can be used as a pricing source, with fair market value typically based on the mid-price average of such quotes. The Pricing Committee oversees the valuation process across all investment strategies. Restricted and privately held portfolio investments, which may not have readily ascertainable market values, are valued at fair value, which is the estimated amount that would be received upon the sale of the portfolio investment in an orderly transaction between market participants on the measurement date. For assets where pricing from independent sources is either unavailable, or where the Pricing Committee determines such prices or quotes are not actionable or executable, BSP NY. may elect to perform an internal valuation using one or more methodologies or utilize the services of an independent valuation agent. Internal valuations may consider methodologies including: reference to equivalent assets or pari passu pricing; relative value analysis; discounted cash flow analysis; probability weighted cash recoveries or scenario analysis; option pricing methodologies; cost plus -50-

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Although the Clients primarily invest in debt instruments, the Clients from time to time invest in equity securities. The Adviser generally has the discretion to determine the broker or dealer to be used and the commission rates to be paid in instances where a broker or dealer is used. Investment advisers, like the Adviser, with the authority to direct client trades are under a duty to obtain “best execution,” with respect to publicly traded securities 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 the Adviser obtain the best price available for publicly traded securities in each transaction. However, in determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser need not always pay the lowest possible commission or markup or markdown, but can take into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including:

price,

the size of the transaction,

the nature of the market for the security,

the amount of the commission,

the timing of the transaction taking into account market prices and trends,

the reputation, experience and financial stability of the broker or dealer,

the broker’s reliability, responsiveness, reputation, execution, clearance, settlement and error correction capabilities,

the broker’s willingness to commit capital,

its access to a particular trading market,

its availability of securities to borrow or short sales,

the value of research it provides, and

the quality of service rendered by the broker or dealer in other transactions.

In order to monitor best execution, the Adviser, as well as the Adviser’s compliance group, will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Client. Soft Dollars The term “soft dollars” is commonly understood to refer to arrangements where an investment adviser uses Client brokerage commissions to pay for research or other services used by the investment adviser. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” -71-

that permits investment advisers to enter into soft dollar arrangements if the investment adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided. As a matter of policy, BSP NY does not utilize “soft dollar” arrangements. The Adviser may pay a broker a higher commission rate than another broker might charge if the Adviser determines, after considering the circumstances of the transaction, that the difference in cost is reasonably justified by the quality of the service offered. For accounts over which the Adviser exercises investment discretion, the Adviser may cause the account to pay a higher commission (“pay up”) in recognition of the value of “research services” received by the Adviser from or at the expense of the broker, to the extent such research services assist the Adviser in making investment decisions for discretionary client accounts. Any such soft dollar arrangements will be consistent with Section 28(e) of the Exchange Act, which permits the use of soft dollars in certain circumstances. Where research services also assist the Adviser in performing noninvestment decision-making functions (such as accounting, record keeping or administrative services), the Adviser will make a reasonable allocation of the cost of the service according to its use, and use brokerage commissions to pay only for the research related component. Services that assist the Adviser solely in its performance of non-research related functions will be paid exclusively by the Adviser. On occasion BSP NY may execute transactions directly with an issuer without transacting through a broker-dealer/agent bank if it is determined that doing so is in the best interest of a Client. The brokerage practices of the European Private Credit strategy are determined by BSP Ltd. in consultation with the Adviser. The European Private Credit team does not generally use brokerdealers because their investments in portfolio companies are conducted through private offerings whereby a Clients’ ownership is recorded on the books of the issuer. Most of the time the exit of portfolio company positions is effected through private transactions and not through brokerdealers/agent banks due to the nature of the transaction (i.e., pay-downs, pay-offs and/or refinancing by portfolio companies of their outstanding debts). However, in the few instances when a Client uses a broker-dealer/agent bank to effect the liquidation of its holdings in portfolio companies, best execution is the primary consideration in placing portfolio transactions with a particular broker-dealer. The team considers the price of the instrument, broker-dealer mark-ups or mark-downs and related transaction costs. Other considerations include a broker-dealer’s specific expertise and/or agent bank status with respect to a particular security; access to underwritten offerings; and execution capabilities including such factors as responsiveness to BSP NY, back office settlement capabilities, the ability to generate credit investment ideas, and the broker-dealer’s financial stability. The brokerage practices of the Special Situations strategy are determined by BSP Ltd. in consultation with the Adviser. While the Adviser has been given authority to place orders for trades at the direction of BSP Ltd., the Adviser generally does not place orders for trades and does not expect to do so.

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Other Brokerage Practices Conflicts of Interest The following brokerage practices may lead to an actual or potential conflict of interest when selecting broker-dealers to execute Client trades:

receiving client referrals from a broker-dealer;

acting on a client’s direction to use a particular broker-dealer; and

using affiliated broker-dealers.

Compensation/Brokerage for Client Referrals BSP NY does not direct securities transactions to any broker-dealer in exchange for referral of investment management Clients. Affiliated Brokerage BSP NY generally does not execute securities transactions through affiliated broker-dealers. Directed Brokerage BSP NY may accept direction from a Client to place trades for a Client’s account with a particular broker-dealer or list of brokers. At times, a Client may instruct BSP NY to direct a portion of its commissions to a specified broker-dealer. In the event that such direction occurs, BSP NY may have limited capability to negotiate commission levels or obtain volume discounts and may experience other impediments to achieving best execution. In addition, in meeting a Client’s brokerage directive, BSP NY may not be able to aggregate these transactions with transactions BSP NY effects for other accounts it manages, and it may delay placing the orders for directed accounts until its orders for other accounts have been completed. As a result, the net price paid or received by the directed account may be different than the price paid or received by BSP NY’s other Clients and, therefore, it may be unable to achieve the most favorable execution for such directed account. Accordingly, directing brokerage may cost Clients more money. Due to the directed brokerage arrangements that a number of Clients have in place, the overall firm-wide commission rates may be higher than they otherwise would be if BSP NY did not participate in any Client-directed brokerage programs. Aggregation of Investments The Adviser and certain of its affiliates, from time to time, subject to applicable law and the Adviser’s, the affiliates’ or an applicable Client’s or affiliates’ client’s compliance policies and procedures, may aggregate (or bunch) the orders of more than one Client and/or affiliates’ client, for the purchase or sale of the same publicly traded security. The Adviser, and certain of its affiliates, often employ this practice because larger transactions can enable the Adviser and its affiliates to obtain better overall prices, including lower commission costs or mark-ups or markdowns. The Adviser and certain of its affiliates may combine orders on behalf of Funds with orders for other funds or clients for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, the Adviser and its affiliates generally allocate the publicly traded securities or proceeds arising out of those transactions (and the related -73-

transaction expenses) on an average price basis among the various participants on a pro rata basis. An order for a new issue will generally not be aggregated with a secondary market transaction of the same issuer. When orders for publicly traded securities are not entirely filled, allocation shall be made based upon the Adviser’s and affiliates’ (if applicable) procedures for allocation of investment opportunities. Where aggregate trades have been filled during the course of the trading day at different prices, the execution price of the publicly traded securities to each client will, to the extent possible, be the average price of all executions of purchases or sales, as the case may be, for all clients executing such transaction during that day. See the Adviser’s response to Item 11 for more information regarding conflicts of interest related to investment and trading discretion.

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For details regarding economic benefits provided to the Adviser by non-clients, including a description of related material conflicts of interest and how they are addressed, see Item 11. Certain affiliates of the Adviser also provide Related Services to actual or prospective portfolio companies, other investment vehicles of the Clients, or the Clients. Such Related Services are complementary to the investment advisory services provided by the Adviser. Time spent on Related Services varies from investment to investment. The Adviser, from time to time, engages one or more persons to act as a placement agent for a Client or strategies managed by the Adviser, in connection with the offer and sale of interests or formation of accounts to certain prospective investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests in a Client or strategy or contributions to such Client or strategy that are accepted by the Client’s general partner or board of directors, where applicable, with respect to such prospective investors. Such fees will be negotiated individually between the Adviser and such person. Any such engagements will be structured and disclosed to relevant parties in accordance with requirements under Rule 206(4)-1 under the Advisers Act.

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There are no legal or disciplinary events that are material to a Client’s (or investor’s, in the case of a private fund Client) or a prospective Client’s (or investor’s, in the case of a private fund Client) evaluation of the Adviser’s advisory business or the integrity of the Adviser’s management.

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BSP NY performs periodic reviews of client accounts. In no circumstances are client accounts reviewed less than quarterly and when necessary. Senior members of the back office staff in the Operations, Compliance, Finance, and Trading Departments review the client accounts. A review of a client account may be triggered by any suspicious or unusual activity or special circumstances. Such reviews are conducted by the Adviser’s Chief Compliance Officer, Enrico Gallo, or his designee. Investors in private fund Clients and Clients will receive from the Adviser, typically in an electronic format, unaudited quarterly reports providing summary financial and other information on the private fund Clients in which they are invested or their accounts, as applicable. The Adviser may provide certain investors with information on a more frequent and detailed basis if agreed to by the Adviser. In addition, the Adviser provides investors of private fund Clients, typically in an electronic format, audited financial statements concerning their respective private fund Clients and tax information necessary for the completion of such investor’s tax return within 120 days after the end of the private fund Clients fiscal year. Investors are also provided with performance and other detailed information so that each investor can monitor its investment in the Clients. In addition, with respect to certain Clients, the Adviser will hold an annual or semi-annual meeting for their respective investors.

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Rule 206(4)-2 promulgated under the Advisers Act (the “Custody Rule”) (and certain related rules and regulations under the Advisers Act) imposes certain obligations on registered investment advisers that have custody or possession of any funds or securities in which any client has any beneficial interest. An investment adviser is deemed to have custody or possession of client funds or securities if the adviser directly or indirectly holds client funds or securities or has the authority to obtain possession of them (regardless of whether the exercise of that authority or ability would be lawful). The Adviser is required to maintain the funds and securities (except for securities that meet the privately offered securities exemption in the Custody Rule) over which they have custody with a qualified custodian. Qualified custodians include banks, brokers, futures commission merchants and certain foreign financial institutions. Rule 206(4)-2 imposes on investment advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors) and surprise examinations relating to such clients’ funds or securities. However, an adviser need not comply with such requirements with respect to pooled investment vehicles subject to audit and delivery if each pooled investment vehicle: (i) is audited at least annually by an independent public accountant and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to their investors, all limited partners, members or other beneficial owners within 120 days (180 days in the applicable case of a fund of fund adviser) of its fiscal year-end. The Adviser relies upon this audit exception. For purposes of the Custody Rule, the Adviser is deemed to have “custody” of certain client assets because it has the ability to deduct fees from Clients’ custodial accounts; or the Adviser or an affiliate of the Adviser may serve as general partner, managing member/trustee, or in a similar capacity of a Client organized as limited partnership, limited liability company, or trust, as applicable. Separate Managed Account Clients BSP NY does not maintain physical possession of Client assets held in separate managed accounts. Typically, each of BSP NY’s Clients independently select a custodian with whom they contract directly. BSP NY’s authority to instruct a Client’s custodian is generally limited to that granted by the Client to BSP NY in the investment management agreement. Separate managed account Clients will receive from their bank, broker-dealer or other qualified custodian an account statement, at least quarterly, identifying the amount of funds and each security in the account at the end of the period and setting forth all transactions in the account during that period. Clients should review these statements carefully. Such Clients will also receive account statements separately from BSP NY and are strongly urged to compare the account statements received from BSP NY with those that are received from the qualified custodian.

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BSP NY typically accepts discretionary investment authority over Client assets. Clients grant this discretionary authority to BSP NY in writing via a contract or through an appointment to become the investment adviser of a private fund. Such discretion is to be exercised in a manner consistent with the stated investment objectives and guidelines for the particular Client account. With respect to the Clients for whom the Adviser provides discretionary advisory services, the Adviser generally has the discretion to determine, without consent of such Clients or the investors in fund Clients, the particular securities or instruments to be bought and sold in accordance with the terms and conditions of the applicable organizational documents of and advisory or sub-advisory agreement with each Client and, with respect to the 40 Act Funds, in accordance with such 40 Act Funds’ investment policies and restrictions, as provided for from time to time in such 40 Act Funds’ prospectuses and SAIs. The Adviser will provide investment advice to the Clients, subject to certain limitations and restrictions on the Clients as to diversification and type of permitted investments. Clients will typically make direct investments in companies, although the Adviser has and may, in its discretion, form a special purpose vehicle with respect to particular investments. BSP NY has also entered into agreements with BSP Ltd. where BSP NY provides nondiscretionary investment advice but is not responsible for day-to-day investment management decisions.

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As the Clients primarily invest in debt instruments, the Adviser does not normally receive proxies to vote common stock or other equity securities. However, the Adviser has adopted the following policies and procedures to address the instances where voting, consent or action, such as waivers of covenant breaches or amendments to governing documents, may be required, whether pursuant to proxies or other voting, consent or action to be taken by the Adviser on behalf of one or more Clients. These voting, consent and/or action matters may arise, particularly with respect to distressed debt instruments and other special situations. Where authority to vote has been delegated to the Adviser, it is the Adviser’s fiduciary duty to vote proxies and other consents and/or actions in the best interests of each of the Clients on a Client-by-Client basis. The overriding principle of the Adviser’s proxy and other voting, consent and/or action is to maximize the financial interests of each of the Clients on a Client-by-Client basis. It is the policy of the Adviser in voting, consent and/or action matters to consider and vote or otherwise act with respect to each proposal with the objective of maximizing investment returns for the Clients, in each case on a Client-by-Client basis. The Adviser has established guidelines regarding the voting of proxies on routine, non-routine, corporate governance and social issues and other matters. In the event of a conflict, the portfolio manager for each Client will advocate in the best interest of the specific Client. The Adviser may, however, vote, consent and/or act in a manner that is contrary to the Adviser’s general guidelines if it believes that it would be in a Client’s best interest to do so, and the Adviser makes such determinations on a Client-by-Client basis. All proxies and other votes, consents and/or actions require a mandatory conflicts of interest review, which will include consideration of whether (i) the Adviser, (ii) any investment professional or other persons at the Adviser recommending how to vote, (iii) one or more Clients and/or (iv) the Adviser’s affiliates and their clients have an interest in how the proxy (or other matter) is voted and whether that may present a conflict of interest. Situations may arise in which separate Clients invest in different parts of the capital structure of the same company or other entity, or in which a single Client may invest in different parts of the capital structure of the same company or other entity. In those situations, two or more Clients may be invested in strategies having different investment objectives, investment styles, economic positions and/or portfolio managers. As a result, the Adviser may cast different votes on behalf of different Clients. In each case, the Adviser will determine the vote, consent or action that the Adviser believes in the best interests of each Client, without regard to the interests of any other Client. In resolving conflicts, or otherwise determining how to vote, consent and/or act with respect to a particular matter, the Adviser may from time to time utilize separate deal teams, implement information barriers and internal screens, retain separate outside counsel and/or seek input from unaffiliated third parties, including without limitation independent directors, advisory committees, independent fiduciaries, consultants and other professionals. The Adviser is not required to vote a proxy (or similar matter) if the cost of voting due to special translation, delivery or other requirements would outweigh the benefit of voting.

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The Adviser will retain all books and records relating to its proxy and other voting activities on behalf of Client accounts in accordance with the requirements of Rule 204-2(c)(2) under the Advisers Act. Copies of the Adviser’s proxy and other voting policies and procedures and relevant voting logs are available to any Client or prospective client by calling Rick Gallo at 212-588-6739 or by writing to Mr. Gallo, Chief Compliance Officer, Benefit Street Partners L.L.C., One Madison Avenue, Suite 1600, New York, NY 10010 or by contacting Mr. Gallo via email at r.gallo@bspcredit.com. To the extent that it is granted such authority by Clients, the Adviser may deal with class action claims on a case-by-case basis. Upon receipt of a claim, the Chief Compliance Officer, in conjunction with the Chief Operating Officer, will determine whether the Adviser should join or otherwise participate in such class action or litigation in light of the relative costs and benefits of doing so. Any proceeds from a class action suit will be allocated among the Clients and any Client investors (in the case of private fund Clients) currently existing at the time of recovery of such proceeds.

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The Adviser does not require or solicit the prepayment of any fees, and does not have any adverse financial condition that is reasonably likely to impair the Adviser’s ability to continuously meet its contractual commitments. The Adviser has not been the subject of a bankruptcy proceeding.

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